Filed with the Securities and Exchange Commission on February 28, 2018
Securities Act of 19933 File No. 333-180308
Investment Company Act of 1940 File No. 811-22680
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] |
Pre-Effective Amendment No. | |
Post-Effective Amendment No. 119 | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] |
Amendment No. 122 |
(Check appropriate box or boxes)
ULTIMUS MANAGERS TRUST
(Exact Name of Registrant as Specified in Charter)
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (513) 587-3400
Frank L. Newbauer
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
/ X / | immediately upon filing pursuant to paragraph (b) |
/ / | on ________ pursuant to paragraph (b) |
/ / | 60 days after filing pursuant to paragraph (a) (1) |
/ / | on (date) pursuant to paragraph (a) (1) |
/ / | 75 days after filing pursuant to paragraph (a) (2) |
/ / | on (date) pursuant to paragraph (a) (2) of Rule 485(b) |
If appropriate, check the following box:
/ / | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
PROSPECTUS
February 28, 2018
(MEFOX)
Managed by
Edgemoor Investment Advisors, Inc.
For information or assistance in opening an
account,
please call toll-free 1-866-884-5968.
This Prospectus has information about the Fund that you should know before you invest. You should read it carefully and keep it with your investment records.
The Securities and Exchange Commission has not approved or disapproved the Fund’s shares or passed on the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
RISK/RETURN SUMMARY | 1 |
ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS | 8 |
FUND MANAGEMENT | 13 |
HOW THE FUND VALUES ITS SHARES | 15 |
HOW TO BUY SHARES | 15 |
HOW TO REDEEM SHARES | 19 |
DIVIDENDS, DISTRIBUTIONS AND TAXES | 23 |
FINANCIAL HIGHLIGHTS | 24 |
CUSTOMER PRIVACY NOTICE | 25 |
FOR ADDITIONAL INFORMATION | Back Cover |
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RISK/RETURN SUMMARY
INVESTMENT OBJECTIVE
The Meehan Focus Fund (the “Fund”) seeks long-term growth of capital.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
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 (as a percentage of amount redeemed on shares held fewer than seven calendar days) | 2.00% |
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.80% |
Distribution and/or Service (12b-1) Fees | None |
Other Expenses | 0.20% |
Acquired Fund Fees and Expenses |
0.02% |
Total Annual Fund Operating Expenses (1) | 1.02% |
(1) | “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements” will not correlate to the ratio 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.” |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and the operating expenses of the Fund remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$104 | $325 | $563 | $1,248 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 10% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests in the common stocks of companies that exhibit the potential for significant growth over at least a three year period. The Fund normally invests in a focused portfolio of securities of no more than 45 issuers, including U.S. common stocks or securities convertible into common stock. To identify companies that have significant growth potential, Edgemoor Investment Advisors, Inc., the Fund’s investment adviser (the “Adviser”) employs a value-oriented approach to stock selection without restriction to a company’s market capitalization. The Adviser seeks to identify companies that exhibit some or all of the following criteria: low price-to-earnings ratio; low price-to-book value or tangible asset value; excellent prospects for growth; strong franchise; highly qualified management; consistent free cash flow; and high returns on invested capital.
The Fund may invest in foreign securities or investment vehicles that provide exposure to foreign securities, such as exchange-traded funds (“ETFs”) and issuer-sponsored American Depository Receipts (“ADRs”). The Fund will normally invest its remaining assets in cash and cash equivalents, including U.S. government debt instruments, money market funds, and repurchase agreements. The Fund generally will sell a security if its price has exceeded the Adviser’s estimate of its intrinsic value or when the Adviser believes more attractive investment opportunities exist.
The Fund is non-diversified.
PRINCIPAL RISKS
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Fund’s investment strategy depends largely upon the Adviser’s skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund is not intended to be complete investment program. The principal risks of an investment in the Fund are generally described below.
Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index or other funds with similar investment objectives and strategies.
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Credit Risk. The Fund could lose money if the issuer of a fixed-income security, including securities convertible into common stock, is unable to meet its financial obligations or goes bankrupt. Credit risk typically applies to fixed-income securities, but generally is not a factor for U.S. government obligations .
Convertible Securities Risk . Convertible securities are subject to the risks of both debt securities and equity securities. The value of convertible securities tends to decline as interest rates rise and, due to the conversion feature, to vary with fluctuations in the market value of the underlying equity security.
Equity Securities Risk. Equity prices are volatile and the value of such securities in the Fund’s portfolio may decline due to fluctuations in market prices, interest rates, national and international economic conditions, or other market events. In a declining stock market, stock prices for all companies (including those in the Fund’s portfolio) may decline, regardless of their long-term prospects. Under such circumstances, price of the Fund’s shares will also decline.
Focused Portfolio and Non-Diversification Risk. The Fund is non-diversified, which means it invests a high percentage of its assets in a limited number of securities. The Fund generally will hold a core portfolio of securities of fewer companies than a more diversified fund, and a change in the value of a single company may have a greater impact on the Fund’s net asset value (“NAV”) than such a change would have on a more diversified fund. A non-diversified fund’s NAV per share and total returns may be more volatile or fall more in times of weaker markets than a conventional diversified fund.
Foreign Securities Risk. The Fund’s investments in foreign securities are subject to the risks of currency exchange rate fluctuations, political unrest, economic instability, less stringent regulation, capital controls and changes in foreign laws. ADRs are subject to risks similar to those associated with direct investments in foreign securities. ADRs are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer.
Growth Investing Risk . Investments in growth stocks present the risks that the stocks’ valuation growth will not be realized, the stocks react differently than the market as whole or other types of stock, and the stocks are more sensitive to changes in their companies’ earnings and more volatile than other types of stock. In addition, the Fund’s growth investment style may go out of favor with investors during certain parts of the market cycle, which may negatively affect the Fund’s performance.
Interest Rate Risk. Interest rate risk is the risk that the value of the Fund’s investments in fixed income securities, including securities convertible into common stock, will fall when interest rates rise. As of the date of this Prospectus, interest rates continue to be near historic lows, which may increase the Fund’s exposure to interest rate risk. The effect of increasing interest rates is more pronounced for any intermediate-term or longer-term fixed income obligations owned by the Fund.
Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns from large-capitalization companies generally trail returns of smaller companies or the overall stock market.
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Preferred Stock Risk. Preferred stock is subject to interest rate risk, and may have mandatory sinking fund or call provisions, which can have a negative impact on the stock's price when interest rates decline.
Risks of Investing in ETFs and Money Market Funds . The Fund may invest in shares of other registered investment companies, including ETFs and money market funds. Most ETFs are registered investment companies whose shares are purchased and sold on a securities exchange. Generally, an ETF represents a portfolio of securities designed to track a particular market segment or index. A fund that invests in shares of other registered investment companies will indirectly bear fees and expenses charged by those underlying funds, in addition to the Fund’s direct fees and expenses. The Fund is also subject to the risks associated with investments in and held by those underlying funds.
Small to Mid-Capitalization Stock Risk . Small and mid-capitalization companies may have narrower commercial markets, less liquidity, more volatile share prices and less financial resources than large-capitalization companies.
Stock Market Risk. The broad stock market or particular holdings of the Fund may decline in value, resulting in a loss to the Fund. Adverse market events may lead to increased redemptions, which could cause the Fund to experience a loss or difficulty in selling investments to meet redemptions.
Value Investing Risk . Value investing attempts to identify companies selling at a discount to their intrinsic value. Value investing is subject to the risk that a company's intrinsic value may never be fully realized by the market or that a company judged by the Adviser to be undervalued may not be undervalued.
PERFORMANCE SUMMARY
The bar chart and table shown below provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns for one year, five years, ten years, and since inception compare with those of a broad-based securities market index, the Standard & Poor’s 500 Total Return Stock Index. For periods prior to October 17, 2016, the performance shown below is for Meehan Focus Fund, a series of Meehan Mutual Funds, Inc. (the “Predecessor Fund”). The Predecessor Fund reorganized into the Fund, effective October 23, 2017, the date the Fund commenced operations. How the Fund and the Predecessor Fund has performed in the past (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information, current to the most recent month end, is available by calling 1-866-884-5968 or by visiting the Fund’s website at www.meehanmutualfunds.com.
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Calendar Year Returns
The Fund’s year-to-date return through December 31, 2017 was 21.89%.
Quarterly Returns During This Time Period
Highest | 17.19% (quarter ended June 30, 2009) |
Lowest | (22.80%) (quarter ended December 31, 2008) |
Average
Annual Total Returns
for Periods Ended December 31, 2017 |
One Year | Five Years |
Ten Years |
Return Before Taxes | 21.89% | 11.79% | 6.26% |
Return After Taxes on Distributions | 21.73% | 11.09% | 5.76% |
Return After Taxes on Distributions and Sale of Fund Shares | 12.52% | 9.29% |
4.97% |
Standard & Poor’s 500 Total Return Stock Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% |
8.50% |
Nasdaq Composite Index (reflects no deduction for fees, expenses or taxes) | 29.64% | 19.40% |
11.26% |
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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as a 401(k) plan or an individual retirement account (“IRA”). A second broad-based securities market index, the Nasdaq Composite Index, is also used to provide an additional comparison.
MANAGEMENT OF THE FUND
Edgemoor Investment Advisors, Inc. is the Fund’s investment adviser.
PURCHASE AND SALE OF FUND SHARES
Minimum Initial Investment
The minimum initial investment amount for all regular accounts is $5,000.
The minimum initial investment for IRA accounts is $2,000.
Minimum Additional Investment
Once an account is open, additional purchases of Fund shares may be made at any time with a minimum of $100 for all accounts.
General Information
You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange (“NYSE”) is open for business. Transactions may be initiated by written request, by telephone or through your financial intermediary. Written requests to the Fund should be sent to the Meehan Focus Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. For more information about purchasing and redeeming shares, please see “How to Buy Shares” and “How to Redeem Shares” in this Prospectus or call 1-866-884-5968 for assistance.
TAX INFORMATION
The Fund’s distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
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PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the Fund through a broker-dealer or any other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Certain of these payments are sometimes referred to as “revenue sharing”. Ask your salesperson or visit your financial intermediary’s website for more information.
ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Fund’s investment objective is to seek long-term growth of capital. The Fund’s Board of Trustees (the “Board”) has reserved the right to change the investment objective of the Fund without shareholder approval upon a least 60 days’ prior written notice to shareholders.
Investment Strategies
The Adviser normally attempts to achieve the Fund’s investment objective by:
• | investing in common stocks without restrictions regarding market capitalization; |
• | normally investing the majority of the Fund’s total assets in U.S. common stocks or securities convertible into common stock; and |
• | holding a focused portfolio of securities of no more than 45 issuers. |
The Adviser believes that the Fund’s investment objective is best achieved by investing in companies that exhibit the potential for significant growth over the long term. The Adviser defines long term as a time horizon of at least three years. To identify companies that have significant growth potential, the Adviser employs a value-oriented approach to stock selection. To choose the securities in which the Fund will invest, the Adviser seeks to identify companies that exhibit some or all of the following criteria:
• | low price-to-earnings ratio (“P/E”); |
• | low price-to-book value or tangible asset value; |
• | excellent prospects for growth; |
• | strong franchise; |
• | highly qualified management; |
• | consistent free cash flow; and |
• | high returns on invested capital. |
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The Adviser seeks to purchase shares of what it believes to be good businesses at reasonable prices that provide a margin of safety, which is a discount to the Adviser’s estimate of the intrinsic value of the shares. Investments in securities convertible into common stock may include corporate bonds, notes and preferred stock.
The Fund may invest in foreign securities both directly and indirectly through other investment vehicles, including ADRs and ETFs. The Fund will normally invest in ADRs that are issuer sponsored. Sponsored ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a foreign corporation.
The Fund will normally invest its remaining assets in cash and cash equivalents, such as U.S. government debt instruments, other money market mutual funds, and repurchase agreements. In addition, the Fund generally will sell a security if its price has exceeded the Adviser’s estimate of its intrinsic value or when the Adviser believes more attractive investment opportunities exist.
The Fund is non-diversified.
Additional Information Regarding the Risks of Investing in the Fund
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Fund’s investment strategy depends largely upon the Adviser’s skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund is not intended to be complete investment program. The principal risks of an investment in the Fund are described below
General Risks. All investments are subject to inherent risks, and the Fund is no exception . Accordingly, you may lose money by investing in the Fund. Turbulence in financial markets and reduced liquidity in equity, credit, and fixed income markets may negatively affect many issuers worldwide, which could have an adverse impact on the Fund. When you sell your Fund shares, they may be worth more or less than what you paid for them because the value of the Fund’s investments will vary from day-to-day, reflecting changes in market conditions, interest rates and numerous other factors.
Active Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. The Adviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired results. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index or other funds with similar investment objectives and strategies. The Adviser’s method of security selection may not be successful. In addition, the Adviser may select investments that fail to perform as anticipated.
ADR Risk. ADRs are subject to risks similar to those associated with direct investments in foreign securities. ADRs are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. The risks of depositary receipts include many risks associated with investing directly in foreign securities, such as individual country risk, currency exchange risk, volatility risk, and liquidity risk. ADRs may be available through “sponsored” or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the underlying foreign security and a depository bank. Unsponsored ADRs, which are issued by a depositary bank without the participation or consent of the issuer, involve additional risks because U.S. reporting requirements do not apply and the issuing bank will recover shareholder distribution costs from movement of share prices and payment of dividends. The Fund will normally limit its investment in ADRs to sponsored ADRs.
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Convertible Securities Risk. Convertible securities are securities that are convertible into common stock and include convertible bonds, convertible preferred stocks, and warrants. Convertible securities are subject to the risks of both debt securities and equity securities. While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also provides the investor the opportunity, through its conversion feature, to participate in the capital appreciation of the underlying common stock. The value of convertible securities tends to decline as interest rates rise and, due to the conversion feature, to vary with fluctuations in the market value of the underlying equity security.
Credit Risk. The Fund could lose money if the issuer of a fixed-income security, including securities convertible into common stock, is unable to meet its financial obligations or goes bankrupt. Credit risk typically applies to fixed-income securities, but generally is not a factor for U.S. government obligations.
Equity Securities Risk. The Fund may invest in equity securities, both directly and indirectly. The equity portion of the Fund’s portfolio will generally be comprised of U.S. common stock. In addition to U.S. common stock, the Fund’s equity investments may include preferred stock, convertible securities and foreign securities. The Fund’s equity investments may include securities traded on domestic exchanges, foreign exchanges or on the over-the-counter market. Over-the-counter transactions in stocks involves increased risks of possibly limited reliable information about the issuer and the stocks may be very thinly traded, with large bid-ask spreads . The prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of equity securities will likely decline.
Focused Portfolio and Non-Diversification Risk. The Fund is classified as “non-diversified” under the federal securities laws. This means that the Fund generally will invest a relatively high percentage of its assets in the securities of a small number of companies. Investing in this manner makes the Fund more susceptible to a single economic, political or regulatory event than a more diversified fund might be. Also, a change in the value of a single company will have a more pronounced effect on the Fund than such a change would have on a diversified fund.
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Foreign Securities Risk. Investments in foreign securities involve greater risks compared to domestic investments for the following reasons:
• | Foreign companies are not subject to the same regulatory requirements of U.S. companies, so there may be less publicly available information about foreign issuers than U.S. companies. |
• | Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards. |
• | Dividends and interest on foreign securities may be subject to foreign withholding taxes. Such taxes may reduce the net return to Fund shareholders. |
• | Foreign securities are often denominated in a currency other than the U.S. dollar. Accordingly, the Fund will be subject to the risks associated with fluctuations in currency values. For example, fluctuations in the exchange rates between the U.S. dollar and foreign currencies may have a negative impact on investments denominated in foreign currencies by eroding or reversing gains or widening losses from those investments. |
• | Although the Fund will only invest in foreign issuers that are domiciled in nations considered to have stable and friendly governments, there is the possibility of expropriation, confiscatory taxation, capital restrictions or political or social instability which could negatively affect the Fund. |
Growth Investing Risk . Growth stocks generally represent companies that have demonstrated better-than-average gains in earnings in recent years and are expected to continue delivering high levels of profit growth. While earnings of some growth companies may be depressed during periods of slower economic growth, growth companies may potentially continue to achieve high earnings growth regardless of economic conditions. Investment in growth stocks presents the risk that the stocks’ valuation growth will not be realized. Growth stocks can react differently to issuer, political, market, and economic conditions than the market or other types of stocks. Growth stocks tend to be valued based upon, and more dependent on, their earnings and assets as compared to other types of stocks. As a result, growth stocks tend to be sensitive to changes in their earnings and more volatile than other types of stocks. In addition, the Fund’s growth investment style may go out of favor with investors during certain parts of the market cycle, which may negatively affect the Fund’s performance.
Interest Rate Risk. Investments in investment-grade and non-investment grade fixed-income securities, including securities convertible into common stock, are subject to interest rate risk. When interest rates go up, the market values of these previously issued instruments generally decline. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. Yields of debt securities will fluctuate over time. As of the date of this Prospectus, interest rates in the United States are near historic lows, which may increase the Fund’s exposure to risks associated with rising interest rates.
Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. There may be times when the returns from large-capitalization companies generally trail returns of smaller companies or the overall stock market.
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Management Risk. The Fund is actively managed and its performance therefore will reflect the Adviser’s ability to make investment decisions which are suited to achieving the Fund’s investment objectives. Due to its active management, the Fund may underperform other mutual funds with similar objectives.
Preferred Stock Risk. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. But like common equity holders, preferred stockholders have an unsecured claim in the event an issuer is liquidated or declares bankruptcy. Further, preferred stock is subject to interest rate risk. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed prior to its maturity, which can have a negative impact on the stock’s price when interest rates decline.
Risks of Investing in ETFs and Money Market Funds. The Fund may invest in shares of other registered investment companies, including ETFs and money market funds.
• | Most ETFs are registered investment companies whose shares are purchased and sold on a securities exchange. Generally, an ETF represents a portfolio of securities designed to track a particular market segment or index. An investment in an ETF generally presents the following risks: (i) the same primary risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objectives, strategies and policies; (ii) the risk that an ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a discount or premium to its NAV; (v) the risk that an active market for an ETF’s shares may not develop or be maintained; and (vi) the risk that an ETF becomes subject to a trading halt or no longer meets the listing requirements of any applicable exchanges on which that ETF is listed. In addition, as with traditional mutual funds, ETFs charge asset-based fees. The Fund will indirectly pay a proportional share of the asset-based fees of the ETFs in which the Fund invests. Investments in ETFs are also subject to the risks associated with underlying securities in which the ETFs’ invest. |
• | Money market funds are generally registered investment companies that invest in U.S. government obligations or corporate debt obligations that mature in thirteen months or less from the date of acquisition. Like investing in ETFs, if the Fund invests in money market funds it will indirectly bear fees and expenses changed by those funds. |
Small to Mid-Capitalization Stock Risk. The Fund may invest in companies with small to medium market capitalizations (generally less than $6 billion). Because these companies are relatively small compared to large-capitalization companies, they may engage in business mostly within their own geographic region, be less well-known to the investment community, and/or have more volatile share prices. Also, small companies often have less liquidity, less management depth, narrower market penetrations, less diverse product lines, and fewer resources than larger companies. As a result, their stock prices often react more strongly to changes in the marketplace.
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Stock Market Risk. The stock market tends to trade in cyclical price patterns, with prices generally rising or falling over sustained periods of time. The Fund invests primarily in common stocks, so the Fund will be subject to the risks associated with common stocks, including price volatility and the creditworthiness of the issuing company. Adverse market events may lead to increased redemptions, which could cause the Fund to experience a loss or difficulty in selling investments to meet redemptions.
Value Investing Risk. Value investing attempts to identify companies selling at a discount to their intrinsic value. Value investing is subject to the risk that a company's intrinsic value may never be fully realized by the market or that a company judged by the Adviser to be undervalued may not be undervalued. Different investment styles may shift in and out of favor depending on market conditions and investor sentiment. The Fund’s value investments could cause it to underperform funds that use a growth or non-value approach to investing or have a broader investment style.
In addition to the strategies and risks described above, the Fund may invest in other types of securities whose risks are described below or in the Fund’s Statement of Additional Information (“SAI”).
Temporary Defensive Positions. Ordinarily, the Fund’s portfolio will be invested primarily in common stocks. However, the Fund is not required to be fully invested in common stocks and, in fact, usually maintains certain cash reserves. During abnormal or unusual market conditions, cash reserves may be a significant percentage of the Fund’s total net assets. The Fund usually invests its cash reserves in U.S. Government debt instruments, other unaffiliated mutual funds (including money market funds) and repurchase agreements. During times when the Fund holds a significant portion of its net assets in cash, the Fund may not be investing according to its investment objectives, and the Fund’s performance may be negatively affected as a result.
CFTC Regulation Notice . To the extent the Fund makes investments regulated by the Commodity Futures Trading Commission (the “CFTC”), the Fund intends to do so in accordance with Rule 4.5 under the Commodity Exchange Act, as amended (the “CEA”). The Trust, on behalf of the Fund, has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 and therefore, the Fund is not subject to registration or regulation as a commodity pool operator under the CEA. If the Fund is unable to comply with the requirements of Rule 4.5, the Fund may be required to modify its investment strategies or be subject to CFTC registration requirements, either of which may have an adverse effect on the Fund.
Additional Information . Whether the Fund is an appropriate investment for an investor will depend largely upon the investor’s financial resources and individual investment goals and objectives. The Fund may not be appropriate for investors who engage in short-term trading and/or other speculative strategies and styles.
Portfolio Holdings and Disclosure Policy . A description of the Fund’s policies and procedures with respect to the disclosure of its portfolio holdings is available in the Fund’s SAI.
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FUND MANAGEMENT
The Investment Adviser
Edgemoor Investment Advisors, Inc., located at 7250 Woodmont Avenue, Suite 315, Bethesda, MD 20814, serves as the investment adviser to the Fund. Pursuant to the Fund’s investment advisory agreement (the “Advisory Agreement”), the Adviser provides the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio. The Adviser is a Maryland corporation and has registered with the Securities and Exchange Commission as an investment adviser. The Adviser commenced operations in October 1999. In addition to managing the Fund, it provides financial management and advisory services to individuals, corporations, and other institutions. The Adviser has been the investment adviser to the Fund, including the Predecessor Fund, since the Predecessor Fund’s commencement of operations on December 10, 1999.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee”) computed at the annual rate of 0.80% of the Fund’s average daily net assets.
The Adviser has contractually agreed under an Expense Limitation Agreement, until March 1, 2019, to reduce the Management Fee and reimburse Other Expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; 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 1.00% of the Fund’s average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three 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. It is expected that the Expense Limitation Agreement will continue from year-to-year provided such continuance is approved by the Board. The Expense Limitation Agreement may be terminated by the Adviser and the Board at the end of the current term upon not less than 90 days’ notice to the other party as set forth in the Expense Limitation Agreement. The Expense Limitation Agreement will terminate automatically if the Fund’s Advisory Agreement with the Adviser is terminated. The net aggregate management fee paid to the Adviser by the Fund and the Predecessor Fund for fiscal year as a percentage of average net assets was 0.80%. The Predecessor Fund did not have an Expense Limitation Agreement.
A discussion of the factors considered by the Board in its approval of the Fund’s investment advisory contract with the Adviser, including the Board’s conclusions with respect thereto, is available in the Fund’s Annual Report for the period ended October 31, 2017.
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Portfolio Managers
The following individuals have primary responsibility for day-to-day management of the Fund’s portfolios:
Mr. Thomas P. Meehan is President of the Adviser and has served in that capacity since September 1999. He has been portfolio manager for the Fund since its inception. In 1968, Mr. Thomas Meehan was a founding partner of Sherman, Meehan, Curtin & Ain, a Washington, D.C. law firm. Mr. Thomas Meehan served as President of that law firm for many years, and served on the firm’s Executive Committee from its inception through September 1999. He was a charter trustee of the firm’s pension and profit sharing plans and served as an investment manager of these plans since their inceptions in 1973 through 2000.
Messrs. Paul P. Meehan and R. Jordan Smyth, Jr., are co-portfolio managers of the Fund with Mr. Thomas Meehan and have served in those capacities since its inception. Mr. Paul Meehan, Managing Director of the Adviser, joined the Adviser in August 2002 and is a member of the Adviser’s Investment Selection Committee. Prior to joining the Adviser, Mr. Paul Meehan was an attorney with the federal government from May 1997 through August 2002. Mr. Smyth, Managing Director of the Adviser, joined the Adviser in April 2003 and is a member of the Adviser’s Investment Selection Committee. Prior to joining the Adviser, Mr. Smyth was an investment banker with Wachovia Securities from June 1996 through February 2003.
Messrs. Thomas Meehan, Paul Meehan and Smyth also served as co-portfolio managers to the Predecessor Fund. Mr. Thomas Meehan served as portfolio manager to the Predecessor Fund since its inception and Messrs. Paul Meehan and Smyth served as portfolio managers since January 1, 2005.
The SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and their ownership of shares of the Fund.
The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (“Ultimus” or the “Transfer Agent”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Fund’s administrator, transfer agent and fund accounting agent. Management and administrative services of Ultimus include (i) providing office space, equipment and officers and clerical personnel to the Fund, (ii) obtaining valuations, calculating NAVs and performing other accounting, tax and financial services, (iii) recordkeeping, (iv) regulatory reporting services, (v) processing shareholder account transactions and disbursing dividends and other distributions, and (vi) administering custodial and other third party service provider contracts on behalf of the Fund.
The Distributor
Ultimus Fund Distributors, LLC (the “Distributor”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the Fund’s principal underwriter and serves as the exclusive agent for the distribution of the Fund’s shares. The Distributor may sell the Fund’s shares to or through qualified securities dealers or other approved entities.
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The SAI has more detailed information about the Adviser and other service providers to the Fund.
HOW THE FUND VALUES ITS SHARES
The NAV of the Fund is calculated as of the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) on each day that the NYSE is scheduled to be open for business. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. To calculate NAV, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of shares outstanding. The Fund generally values its portfolio securities at their current market values determined on the basis of available market quotations. However, if market quotations are not available or are considered to be unreliable due to market or other events, portfolio securities will be valued at their fair values, as of the close of regular trading on the NYSE, as determined in good faith under procedures adopted by the Board. When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV are based on the consideration by the Fund of a number of subjective factors and therefore may differ from quoted or published prices for the same securities. To the extent the assets of the Fund are invested in other open-end investment companies that are not listed on an exchange, the Fund’s NAV is calculated based upon the NAVs reported by such open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. To the extent the Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.
Your order to purchase or redeem shares is priced at the NAV next calculated after your order is received in proper form by the Fund. An order is considered to be in “proper form” if it includes all necessary information and documentation related to a purchase or redemption request, and payment in full of the purchase amount.
HOW TO BUY SHARES
Shares are available for purchase from the Fund every day the NYSE is open for business, at the NAV next calculated after receipt of a purchase order in proper form. The Fund reserves the right to reject any purchase request and suspend its offering of share at any time. Investors who purchase shares through a broker-dealer or other financial intermediary may be charged a fee by such broker-dealer or intermediary. The Fund mails you confirmations of all purchases or redemptions of Fund shares if shares are purchased directly through the Fund. Certificates representing shares are not issued.
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Minimum Initial Investment
The minimum initial investment amount for all regular accounts is $5,000 and for all IRA accounts is $2,000. These minimum investment requirements may be waived or reduced for any reason at the discretion of the Fund.
Opening an Account
An account may be opened by mail or bank wire if it is submitted in proper form, as follows:
By Mail. To open a new account by mail:
• | Complete and sign the account application. |
• | Enclose a check payable to the Meehan Focus Fund. |
• | Mail the application and the check to the Transfer Agent at the following address: |
Meehan Focus Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246-0707
Shares will be issued at the NAV next computed after receipt of your application and check. All purchases must be made in U.S. dollars and checks must be drawn on U.S. financial institutions. The Fund does not accept cash, drafts, “starter” checks, travelers checks, credit card checks, post-dated checks, cashier’s checks under $10,000, or money orders. In addition, the Fund does not accept checks made payable to third parties. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If an order to purchase shares is canceled because your check does not clear, you will be responsible for any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.
By sending your check to the Transfer Agent, please be aware that you are authorizing the Transfer Agent to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Transfer Agent receives your payment in the amount of your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your canceled check back. If the Transfer Agent cannot post the transaction electronically, you authorize the Transfer Agent to present an image copy of your check for payment.
By Wire. To open a new account by wire of federal funds, call the Transfer Agent at 1-866-884-5968 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist you in obtaining an account application, which must be completed, signed and faxed (or mailed) to the Transfer Agent before payment by wire will be accepted.
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The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order, following proper advance notification to the Transfer Agent, is considered received when the Fund’s custodian, receives payment by wire. If your account application was faxed to the Transfer Agent, you must also mail the completed account application to the Transfer Agent on the same day the wire payment is made. See “Opening an Account – By Mail” above. Your financial institution may charge a fee for wiring funds. Shares will be issued at the NAV next computed after receipt of your wire in proper form.
Through Your Broker or Financial Institution. Shares of the Fund may be purchased through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund at the NAV next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive purchase orders on the Fund's behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives the order in proper form. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. These organizations may be the shareholders of record of your shares. The Fund is not responsible for ensuring that the organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares.
Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made at any time with a minimum of $100 for all accounts. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
• | By sending a check, made payable to the Meehan Focus 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 1-866-884-5968 before wiring funds. |
• | Through your brokerage firm or other financial institution. |
Automatic Investment Plan and Direct Deposit Plans
You may make automatic monthly investments in the Fund from your bank, savings and loan or other depository institution. The minimum investments under the automatic investment plan must be at least $100 under the plan and are made on the 15th and/or last business day of the month. The Transfer Agent currently pays the costs of this service, but reserves the right, upon 30 days written notice, to make reasonable charges. Your depository institution may impose its own charge for making transfers from your account.
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Your employer may offer a direct deposit plan which will allow you to have all or a portion of your paycheck transferred automatically to purchase shares of the Fund. Social Security recipients may have all or a portion of their social security check transferred automatically to purchase shares of the Fund. Please call 1-866-884-5968 for more information about the automatic investment plan and direct deposit plans.
Purchases in Kind
The Fund may accept securities in lieu of cash in payment for the purchase of shares of the Fund. The acceptance of such securities is at the sole discretion of the Adviser based upon the suitability of the securities as an investment for the Fund, the marketability of such securities, and other factors which the Fund may deem appropriate. If accepted, the securities will be valued using the same criteria and methods utilized for valuing securities to compute the Fund’s NAV.
Customer Identification and Verification
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:
• | Name; |
• | Date of birth (for individuals); |
• | Residential or business street address (although post office boxes are still permitted for mailing); and |
• | Social security number, other taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your driver’s license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.
After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed. In that case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Fund’s inability to verify your identity.
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Frequent Trading Policies
Frequent purchases and redemptions of Fund shares by a shareholder may harm other Fund shareholders by interfering with the efficient management of the Fund’s portfolio, increasing brokerage and administrative costs, and potentially diluting the value of the Fund’s shares. The Fund does not accommodate frequent purchases or redemptions of Fund shares that result in disruptive trading.
The Board has adopted policies and procedures in an effort to detect and prevent disruptive trading, including market timing in the Fund. The Fund, through its service providers, monitors shareholder trading activity to ensure it complies with the Fund’s policies. The Fund prepares reports illustrating purchase and redemption activity to detect disruptive trading activity. When monitoring shareholder purchases and redemptions, the Fund does not apply a quantitative definition to frequent trading. Instead the Fund uses a subjective approach that permits it to reject any purchase orders that it believes may be indicative of marketing timing or disruptive trading. The right to reject a purchase order applies to any purchase order, including a purchase order placed by financial intermediaries. The Fund may also modify any terms or conditions of purchases of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Fund’s policies and procedures to prevent disruptive trading are applied uniformly to all shareholders. These actions, in the Board’s opinion, should help reduce the risk of abusive trading in the Fund.
When financial intermediaries establish omnibus accounts in the Fund for their clients, the Fund reviews trading activity at the omnibus account level and looks for activity that may indicate potential disruptive trading. If the Fund detects potentially disruptive trading activity, the Fund will seek the assistance of the intermediary to investigate that trading activity and take appropriate action, including prohibiting additional purchases of Fund shares by the intermediary and/or its client. Each intermediary that offers the Fund’s shares through an omnibus account has entered into an information sharing agreement with the Fund designed to assist the Fund in stopping future disruptive trading. Intermediaries may apply frequent trading policies that differ from those described in this Prospectus. If you invest in the Fund through an intermediary, please read that firm’s program materials carefully to learn of any rules or fees that may apply.
Although the Fund has taken steps to discourage frequent purchases and redemptions of Fund shares, it cannot guarantee that such trading will not occur.
HOW TO REDEEM SHARES
Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at their NAV next determined after the Transfer Agent receives your redemption request in proper form as described below. Redemption requests may be made by mail or by telephone.
By Mail. You may redeem shares by mailing a written request to Meehan Focus Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Written requests must state the shareholder’s name, the account number and the shares or dollar amount to be redeemed and be signed exactly as the shares are registered with the Fund.
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Signature Guarantees. If the shares to be redeemed have a value of greater than $50,000, or if the payment of the proceeds of a redemption of any amount is to be sent to a person other than the shareholder of record or to an address other than that on record with the Fund, you must have all signatures on written redemption requests guaranteed. If the name(s) or the address on your account has changed within the previous 15 days of your redemption request, the request must be made in writing with your signature guaranteed, regardless of the value of the shares being redeemed. The Transfer Agent will accept signatures guaranteed by a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution that participates in the Securities Transfer Agents Medallion Program (“STAMP”) sponsored by the Securities Transfer Association. Signature guarantees from financial institutions that do not participate in STAMP will not be accepted. A notary public cannot provide a signature guarantee. The Transfer Agent has adopted standards for accepting signature guarantees from the above institutions. The Fund and the Transfer Agent reserve the right to amend these standards at any time without notice.
Redemption requests by corporate and fiduciary shareholders must be accompanied by appropriate documentation establishing the authority of the person seeking to act on behalf of the account. Forms of resolutions and other documentation to assist in compliance with the Transfer Agent’s procedures may be obtained by calling the Transfer Agent.
By Telephone. Unless you specifically decline the telephone redemption privilege on your account application, you may also redeem shares having a value of $50,000 or less by telephone by calling the Transfer Agent at 1-866-884-5968.
Telephone redemptions may be requested only if the proceeds are to be sent to the shareholder of record and mailed to the address on record with the Fund. Account designations may be changed by sending the Transfer Agent a written request with all signatures guaranteed as described above. Upon request, redemption proceeds of $100 or more may be transferred electronically from an account you maintain with a financial institution by an Automated Clearing House (“ACH”) transaction, and proceeds of $1,000 or more may be transferred by wire, in either case to the account registration stated on the account application. Shareholders may be charged a fee of $15 by the Fund’s custodian for outgoing wires.
The Transfer Agent requires personal identification before accepting any redemption request by telephone, and telephone redemption instructions may be recorded. If reasonable procedures are followed by the Transfer Agent, neither the Transfer Agent nor the Fund will be liable for losses due to unauthorized or fraudulent telephone instructions. “Reasonable procedures” include but are not limited to the Transfer Agent confirming that the account is eligible for telephone transactions, requesting some form of personal identification (e.g., social security number, date of birth, etc.) from you prior to acting on telephonic instructions, and getting a verbal confirmation from you on a recorded line at the time of the trade. In the event of drastic economic or market changes, a shareholder may experience difficulty in redeeming shares by telephone. If such a case should occur, redemption by mail should be considered.
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Through Your Broker or Financial Institution. You may also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive redemption orders on the Fund's behalf. The Fund calculates its NAV as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time). Your brokerage firm or financial institution may require a redemption request to be received, in proper form, at an earlier time during the day in order for your redemption to be effective as of the day the order is received. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent.
Receiving Payment.
The length of time the Fund typically expects to pay redemption proceeds is the same regardless of whether the payment is made by check, wire or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form:
• | 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. |
Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
Redemption Fee
A redemption fee of 2% of the dollar value of the shares redeemed, payable to the Fund, is imposed on any redemption of Fund shares occurring within seven calendar days of the date of purchase. Redemption fees may be waived for the reasons listed below or in the sole discretion of the Adviser after considering the circumstances related to the redemption and the Adviser’s management of the Fund’s portfolio. No redemption fee will be imposed on the involuntary redemption of accounts below the minimum investment amount, the redemption of shares representing reinvested dividends or capital gains distributions, or on amounts representing capital appreciation of shares. In determining whether a redemption fee is applicable to a particular redemption, it is assumed that the redemption is first of shares acquired pursuant to the reinvestment of dividends and capital gains distributions, and next of other shares held by the shareholder for the longest period of time.
The redemption fee is waived on required distributions from IRA accounts due to the shareholder reaching age 70½, and for any partial or complete redemption following death or “permanent and total disability” (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) of a shareholder named on the account. This exemption is available only for shares held at the time of death or initial determination of disability and if the Fund is notified of the requested exemption at the time of the redemption request. The Fund may also require further documentation in connection with these waivers.
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The redemption fee is also waived for shareholders systematically redeeming Fund shares under the automatic withdrawal plan (see “Automatic Withdrawal Plan” below).
Minimum Account Balance
Due to the high cost of maintaining shareholder accounts, the Fund may involuntarily redeem shares in an account, and pay the proceeds to the shareholder, if the shareholder’s activity causes the account balance to fall below the minimum initial investment amount. Such automatic redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the minimum initial investment amount solely because of a decline in the Fund’s NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 days to purchase additional shares to meet the minimum account balance requirement.
Automatic Withdrawal Plan
If the shares in your account have a value of at least $5,000, you (or another person you have designated) may receive monthly or quarterly payments in a specified amount of not less than $100 each. There is currently no charge for this service, but the Transfer Agent reserves the right, upon 30 days written notice, to make reasonable charges. Telephone the Transfer Agent toll-free at 1-866-884-5968 for additional information.
Other Redemption Information
Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Adviser believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by using short-term borrowing from the Fund’s custodian. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind.” Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Fund’s net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Fund’s holdings to the redeeming shareholder within 7 days after the Fund’s receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In addition, when you sell these securities, you will pay taxes and brokerage charges associated with selling the securities.
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DIVIDENDS, DISTRIBUTIONS AND TAXES
Income dividends and net capital gain distributions, if any, are normally declared and paid annually by the Fund in December. Your distributions of dividends and capital gains will be automatically reinvested in additional shares of the Fund unless you elect to receive them in cash. The Fund’s distributions of income and capital gains, whether received in cash or reinvested in additional shares, will be subject to federal income tax.
The Fund has qualified and plans to continue to qualify as a regulated investment company for federal income tax purposes, and as such, will not be subject to federal income tax on its taxable income and gains that it distributes to its shareholders. The Fund intends to distribute its income and gains in such a way that it will not be subject to a federal excise tax on certain undistributed amounts.
Distributions attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non-corporate shareholders at long-term capital gains rates. In the case of corporations that hold shares of the Fund, certain income from the Fund may qualify for a 50% dividends-received deduction. Distributions of long-term capital gains are generally taxed as long-term capital gains, regardless of how long you have held your Fund shares.
When you redeem Fund shares, you will generally realize a capital gain or loss as long as you hold the shares as capital assets. Except for investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, and tax-exempt investors that do not borrow to purchase Fund shares, any gain realized on a redemption of Fund shares will be subject to federal income tax.
You will be notified by February 15th of each year about the federal tax status of distributions made by the Fund during the prior year. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes.
Federal law requires the Fund to withhold taxes on distributions paid to shareholders who fail to provide a social security number or other taxpayer identification number or fail to certify that such number is correct. Foreign shareholders may be subject to special withholding requirements.
Because everyone’s tax situation is not the same, you should consult your tax professional about federal, state and local tax consequences of an investment in the Fund.
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FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund’s and Predecessor Fund’s financial performance for the past 5 fiscal years. Certain information reflects financial results for a single Fund share and Predecessor Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Fund and the Predecessor Fund (assuming reinvestment of all dividends and other distributions). This information has been audited by the independent registered public accounting firm, Cohen & Company, Ltd., whose report, along with the Predecessor Fund’s financial statements, is included in the Annual Report to shareholders, which may be obtained at no charge by calling the Fund at 1-866-884-5968.
(a) | Total return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. |
(b) | This ratio excludes the impact of expenses of the registered investment companies and exchange-traded funds in which the Fund may invest. |
(c) |
Ratio was determined after adviser fee reductions. |
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CUSTOMER PRIVACY NOTICE
FACTS | WHAT DOES THE MEEHAN FOCUS 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 1-866-884-5968 |
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Definitions | |
Affiliates |
Companies related by common ownership or control. They can be financial and nonfinancial companies. ▪ Edgemoor Investment Advisors, Inc., the investment adviser to the Fund, could be deemed to be an affiliate. |
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. |
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FOR ADDITIONAL INFORMATION
Additional information about the Fund is included in the SAI, which is incorporated by reference in its entirety.
Additional information about the Fund’s investments is available in the Fund’s Annual and Semi-Annual Reports to shareholders. In the Fund’s Annual Report, you will find a discussion of the market conditions and strategies that significantly affected the Fund’s performance during its last fiscal year.
To obtain a free copy of the SAI, the Annual and Semi-Annual Reports or other information about the Fund, or to make inquiries about the Fund, please call Toll-Free:
1-866-884-5968
This Prospectus, the SAI and the most recent shareholder reports are also available without charge on the Fund’s website at www.meehanmutualfunds.com or upon written request to:
Meehan Focus Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246-0707
Only one copy of a Prospectus or an Annual or Semi-Annual Report will be sent to each household address. This process, known as “Householding,” is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however). You may request an additional copy of a Prospectus or an Annual or Semi-Annual Report at any time by calling or writing the Fund or by downloading at www.meehanmutualfunds.com. You may also request that Householding be eliminated from all your required mailings.
Information about the Fund (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-202-551-8090. Reports and other information about the Fund are available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at http://www.sec.gov . Copies of information on the Securities and Exchange Commission’s Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to: Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549-1520.
Investment Company Act File No. 811-22680
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Statement of Additional Information
February 28, 2018
(MEFOX)
Series of
ULTIMUS MANAGERS TR UST
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
This Statement of Additional Information (“SAI”) should be read in conjunction with the Prospectus for the Meehan Focus Fund (the “Fund”) dated February 28, 2018, which may be supplemented from time to time (the “Prospectus”). This SAI is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of the Fund should be made solely upon the information contained herein. Copies of the Prospectus may be obtained without charge, upon request, by writing the Fund at P.O Box 46707, Cincinnati, Ohio 45246-0707 or by calling toll-free 1-866-884-5968.
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TABLE OF CONTENTS
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS | 3 |
INVESTMENT RESTRICTIONS | 14 |
CALCULATION OF SHARE PRICE | 16 |
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION | 17 |
SPECIAL SHAREHOLDER SERVICES | 17 |
MANAGEMENT OF THE TRUST | 18 |
INVESTMENT ADVISER | 24 |
PORTFOLIO TRANSACTIONS | 27 |
THE DISTRIBUTOR | 29 |
OTHER SERVICE PROVIDERS | 29 |
GENERAL INFORMATION | 32 |
ADDITIONAL TAX INFORMATION | 37 |
FINANCIAL STATEMENTS | 41 |
APPENDIX A | 42 |
APPENDIX B | 47 |
APPENDIX C | 50 |
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STATEMENT OF ADDITIONAL INFORMATION
The Meehan Focus Fund is a non-diversified series of Ultimus Managers Trust (the “Trust”), an open-end management investment company. The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012. The Fund’s investments are managed by Edgemoor Investment Advisors, Inc. (the “Adviser”). For further information on the Fund, please call 1-866-884-5968. The Fund is the successor to the Meehan Focus Fund, a series of Meehan Mutual Funds, Inc. (the “Predecessor Fund”), which was reorganized into the Fund on October 23, 2017.
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
Information contained in this SAI expands upon information contained in the Prospectus. All investments in securities and other financial instruments involve a risk of financial loss. No assurance can be given that the Fund’s investment programs will be successful. Investors should carefully review the descriptions of the Fund’s investments and associated risks described in the Prospectus and this SAI. No investment in shares of the Fund should be made without first reading the Prospectus.
The Fund is a non-diversified fund, meaning that the Fund can focus its investments in a smaller number of companies than a more diversified fund. The Fund normally will invest primarily in common stock of U.S. companies and in foreign securities either directly or indirectly through American Depository Receipts (“ADRs”) of foreign companies or exchange traded funds (“ETFs”). The Fund may also invest in a variety of other securities. The types of securities in which the Fund may ordinarily invest are listed below, along with any restrictions on such investments, and, where appropriate, a brief discussion of any risks unique to the particular security.
General Investment Risks. Prices of securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all securities, which could also result in losses to the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of all types of securities, including securities held by the Fund, can decline.
Equity Securities. The Fund will ordinarily invest the majority of its total assets in U.S. common stocks or securities convertible into common stock. In addition, the Fund’s equity investments may include preferred stock and foreign securities. The Fund’s equity investments may include securities traded on domestic exchanges, foreign exchanges or on the over-the-counter (“OTC”) market. The prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund. Market declines may continue for an indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of equity securities will likely decline.
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Preferred Stock, Warrants and Rights and Convertible Securities. The Fund may invest in preferred stock, warrants and rights, and convertible securities. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock. Preferred stocks may include the obligation to pay a stated dividend. The price of preferred stocks could depend more on the size of the dividend than on the company’s performance. If a company fails to pay the dividend, its preferred stock is likely to drop in price. Changes in interest rates can also affect the price of preferred stock.
Warrants are essentially options to purchase equity securities at specific prices and are valid for a specific period of time. Rights are similar to warrants but generally have a short duration and are distributed directly by the issuer to its shareholders. The holders of warrants and rights have no voting rights, and receive no dividends, with respect to the equity interests underlying warrants or rights, and will have no rights with respect to the assets of the issuer, until the warrant or right is exercised. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for resale, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach or have reasonable prospects of reaching a level at which the warrant or right can be prudently exercised (in which event the warrant or right may expire without being exercised, resulting in a loss of the Fund’s entire investment therein).
Convertible securities are securities convertible into common stock such as convertible preferred stocks. While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also provides the investor the opportunity, through its conversion feature, to participate in the capital appreciation of the underlying common stock. A unique feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.
Foreign Securities. The Fund may invest in securities issued by foreign governments or foreign corporations directly or through ETFs. The Fund may invest in securities of foreign issuers that trade on U.S. and foreign stock exchanges or in the form of ADRs. ADRs are receipts that evidence ownership of underlying securities issued by a foreign issuer. ADRs are generally issued by a U.S. bank or trust company to U.S. buyers as a substitute for direct ownership of a foreign security and are traded on U.S. exchanges. ADRs, in registered form, are designed for use in the U.S. securities markets. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. The depositary of an unsponsored ADR is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights with respect to the deposited security. Investments in ADRs are subject to risks similar to those associated with direct investments in foreign securities.
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Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. The performance of foreign markets does not necessarily track U.S. markets. Foreign investments may be affected favorably or unfavorably by changes in currency rates, exchange control regulations, and capital controls. There may be less publicly available information about a foreign company than about a U.S. company, and foreign companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. Changes in foreign exchange rates will affect the value of those securities, which are denominated or quoted in currencies other than the U.S. dollar. Therefore, to the extent the Fund invests in a foreign security, which are denominated or quoted in currencies other than the U.S. dollar, there is the risk that the value of such security will decrease due to changes in the relative value of the U.S. dollar and the securities underlying foreign currency. Additional costs associated with an investment in foreign securities may include higher custodial fees than those applicable to domestic custodial arrangements, generally higher commission rates on foreign portfolio transactions, and transaction costs of foreign currency conversions. There may be less governmental supervision of securities markets, brokers and issuers of securities than in the United States. Investments in foreign securities may also be subject to other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets, restrictions on foreign investment and repatriation of capital, imposition of withholding taxes on dividend or interest payments, currency blockage (which would prevent cash from being brought back to the United States), limits on proxy voting and difficulty in enforcing legal rights outside the United States. Currency exchange rates and regulations may cause fluctuation in the value of foreign securities. In addition, foreign securities and dividends and interest payable on those securities may be subject to foreign taxes, including taxes withheld from payments on those securities.
Real Estate Investment Trusts (“REITs”). The Fund may invest in REITs, which are companies that invest in real estate, mortgages and construction loans. REITs normally do not pay federal income tax but distribute their income to their shareholders who become liable for the tax. Some REITs own properties and earn income from leases and rents. These types of REITs are termed Equity REITs. Other REITs hold mortgages and earn income from interest payments. These REITs are termed Mortgage REITs. Finally, there are Hybrid REITs that own properties and hold mortgages. The Fund may invest in any of the three types of REITs and may purchase common stocks, preferred stocks or bonds issued by REITs. The Fund will invest in REITs that generate income and that have, in the judgment of the Adviser, the potential for capital appreciation. There are risks in investing in REITs. The property owned by a REIT could decrease in value and loans held by a REIT could become worthless.
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Investment Companies. The Fund may, from time to time, invest in securities of other investment companies, including, without limitation, money market funds and ETFs. Generally, under the Investment Company Act of 1940, as amended (the “1940 Act”), a fund may not acquire shares of another investment company if, immediately after such acquisition, (i) a fund would hold more than 3% of the other investment company’s total outstanding shares, (ii) a fund’s investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) more than 10% of a fund’s total assets would be invested in investment companies. Under certain conditions, a fund may invest in registered and unregistered money market funds in excess of these limitations. The Fund expects to rely on Rule 12d1-1 under the 1940 Act, when purchasing shares of a money market fund. Under Rule 12d1-1, the Fund may generally invest without limitation in money market funds as long as the Fund pays no sales charge (“sales charge”), as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, charged in connection with the purchase, sale, or redemption of securities issued by the money market fund (“service fee”); or the Adviser waives its management fee in an amount necessary to offset any sales charge or service fee. The Fund generally expects to rely on Section 12(d)(1)(F) of the 1940 Act when purchasing shares of other investment companies that are not money market funds. Under Section 12(d)(1)(F), the Fund may generally acquire shares of another investment company unless, immediately after such acquisition, the Fund and its affiliated persons would hold more than 3% of the investment company’s total outstanding stock (the “3% Limitation”). To the extent the 3% Limitation applies to an investment the Fund wishes to make, the Fund may be prevented from allocating its investments in the manner that the Adviser considers optimal. Also, under the 1940 Act, to the extent that the Fund relies upon Section 12(d)(1)(F) in purchasing securities issued by another investment company, the Fund must either seek instructions from its shareholders with regard to the voting of all proxies with respect to its investment in such securities and vote such proxies only in accordance with the instructions, or vote the shares held by it in the same proportion as the vote of all other holders of the securities. In the event that there is a vote of investment company shares held by the Fund in reliance of Section 12(d)(1)(F), the Fund intends to vote such shares in the same proportion as the vote of all other holders of such securities. Investments in other investment companies subject the Fund to additional operating and management fees and expenses. For example, Fund’s investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Fund’s direct fees and expenses.
Exchange Traded Funds (“ETFs”). The Fund may invest in ETFs and other similar instruments. An ETF is typically an investment company registered under the 1940 Act that holds a portfolio of common stocks designed to track the performance of a particular index or market sector. Alternatively, ETFs may be actively managed pursuant to a particular investment strategy, similar to other non-index based investment companies. ETFs sell and redeem their shares at net asset value (“NAV”) in large blocks (typically 50,000 of its shares) called “creation units.” Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary market like ordinary stocks in lots of any size at any time during the trading day. ETFs are traded on a securities exchange based on their market value.
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Instruments the Fund may purchase that are similar to ETFs represent beneficial ownership interests in specific “baskets” of stocks of companies within a particular industry sector or group. These securities may also be listed on national securities exchanges and purchased and sold in the secondary market, but unlike ETFs, are not registered as investment companies under the 1940 Act. Such securities may also be exchange traded, but because they are not investment companies, they are not subject to the percentage investment limitations imposed by the 1940 Act.
An investment in an ETF generally presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded), including the risk that the general level of stock prices, or that the prices of stocks within a particular sector, may increase or decline, thereby affecting the value of the shares of an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional investment companies: (1) the market price of the ETF’s shares may trade at a discount to the ETF’s NAV; (2) an active trading market for an ETF’s shares may not develop or be maintained; (3) trading of an ETF’s shares may be halted if the listing exchange deems such action appropriate; and (4) ETF shares may be delisted from the exchange on which they trade, or “circuit breakers” by the exchange (which are tied to large decreases in stock prices) may halt trading temporarily. ETFs are also subject to the risks of the underlying securities or sectors the ETF is designed to track.
Because ETFs and pools that issue similar instruments bear various fees and expenses, the Fund will pay a proportionate share of these expenses, as well as transaction costs, such as brokerage commissions. As with traditional investment companies, ETFs charge asset-based fees, although these fees tend to be relatively low as compared to other type of mutual funds. ETFs do not charge initial sales loads or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
The U.S. Securities and Exchange Commission (the “SEC”) has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies (such as the Fund) in excess of some of the limits discussed above under section entitled “Investment Companies”. The Fund may invest in ETFs that have received such exemptive orders from the SEC, pursuant to the conditions specified in such orders. In accordance with Section 12(d)(1)(F)(i) of the 1940 Act, the Fund may also invest in ETFs that have not received such exemptive orders and in other investment companies in excess of these limits, as long as the Fund (and all of its affiliated persons, including the Adviser) do not acquire more than 3% of the total outstanding stock of such ETF or other investment company, unless otherwise permitted to do so pursuant to permission granted by the SEC. In purchasing ETFs, the Fund will be subject to the 3% Limitation unless (i) the ETF or the Fund has received an order for exemptive relief from the 3% Limitation from the SEC that is applicable to the Fund; and (ii) the ETF and the Fund take appropriate steps to comply with any conditions in such order. The SEC has issued such exemptive orders to numerous ETFs and their investment advisers, which permit investment companies, including the Fund, to invest in such ETFs (“Exempted ETFs”) beyond the 3% Limitation, subject to certain terms and conditions, including that such investment companies enter into an agreement with the Exempted ETF. The Fund may enter into such agreements with one or more Exempted ETFs so that the Fund will be permitted to invest in such Exempted ETFs in excess of the 3% Limitation. If the Fund seeks to redeem shares of an ETF or other investment company purchased in reliance on Section 12(d)(1)(F), the investment company is not obligated to redeem an amount exceeding 1% of the investment company’s outstanding shares during a period of less than 30 days.
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The market value of an ETF’s shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the ETF’s underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the Fund’s NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Leveraged and Inverse ETF Risk. Leveraged and inverse ETFs involve additional risks and considerations not present in traditional ETFs. Typically, shares of an index-based ETF are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse ETFs (also called “short ETFs” or “bear ETFs”), shares are expected to increase in value as the value of the underlying benchmark decreases, similar to holding short positions in the underlying benchmark. Leveraged ETFs seek to deliver multiples (e.g., 2X or 3X) of the performance of the underlying benchmark, typically by using derivatives in an effort to amplify returns (or decline, in the case of inverse ETFs) of the underlying benchmark. While leveraged ETFs may offer the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater.
Leveraged and inverse ETFs “reset” over short periods of time, meaning they are designed to deliver their stated returns only for the length of their reset periods (typically daily or monthly), and are not designed to deliver their returns intraday or over periods longer than the stated reset period. Because of the structure of these products, their rebalancing methodologies and the math of compounding, extended holdings beyond the reset period can lead to results very different from a simple doubling, tripling, or inverse of the benchmark's average return over the same period of time. This difference in results can be magnified in volatile markets. Further, leveraged and inverse ETFs may have lower trading volumes or may be less tax efficient than traditional ETFs and may be subject to additional regulation. To the extent that leveraged or inverse ETFs invest in derivatives, investments in such ETFs will be subject to the risks of investments in derivatives. For these reasons, leveraged and inverse ETFs are typically considered to be riskier investments than traditional ETFs.
Money Market Instruments. The Fund may invest in money market instruments. Money market instruments may include, without limitation, U.S. Government obligations or corporate debt obligations (including those subject to repurchase agreements) as described herein, provided that they mature in thirteen months or less from the date of acquisition and are otherwise eligible for purchase by the Fund. Money market instruments also may include Banker’s Acceptances, Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, Variable Amount Demand Master Notes (“Master Notes”) and shares of money market investment companies. Banker’s Acceptances are time drafts drawn on and “accepted” by a bank, which are the customary means of effecting payment for merchandise sold in import-export transactions and are a source of financing used extensively in international trade. When a bank “accepts” such a time draft, it assumes liability for its payment. When the Fund acquires a Banker’s Acceptance, the bank which “accepted” the time draft is liable for payment of interest and principal when due. The Banker’s Acceptance, therefore, carries the full faith and credit of such bank. A Certificate of Deposit (“CD”) is an unsecured interest-bearing debt obligation of a bank. CDs acquired by the Fund would generally be in amounts of $100,000 or more. Commercial Paper is an unsecured, short term debt obligation of a bank, corporation or other borrower. Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument. The Fund will invest in Commercial Paper only if it is rated in the highest rating category by any nationally recognized statistical rating organization (“NRSRO”) or, if not rated, if the issuer has an outstanding unsecured debt issue rated in the three highest categories by any NRSRO or, if not so rated, is of equivalent quality in the Adviser’s assessment. Commercial Paper may include Master Notes of the same quality. Master Notes are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest. Master Notes are acquired by the Fund only through the Master Note program of the custodian, acting as administrator thereof. The Adviser will monitor, on a continuous basis, the earnings power, cash flow and other liquidity ratios of the issuer of a Master Note held by the Fund. The Fund may invest in shares of money market investment companies to the extent permitted by the 1940 Act.
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Debt Securities. The Fund may invest in corporate debt securities and U.S. Government obligations. Corporate securities include, but are not limited to, debt obligations offered by public or private corporations either registered or unregistered. The market value of such securities may fluctuate in response to interest rates and the creditworthiness of the issuer. A debt instrument’s credit quality depends on the issuer’s ability to pay interest on the security and repay the debt; the lower the credit rating, the greater the risk that the security’s issuer will default. The credit risk of a security may also depend on the credit quality of any bank or financial institution that provides credit enhancement for the security. In the case of corporate debt, the Fund will normally purchase investment grade securities, meaning securities rated BBB or better by Standard & Poor’s Ratings Group or any comparable rating by another NRSRO or, if unrated, as determined by the Adviser to be of comparable quality.
U.S. Government Obligations. The Fund may invest in U.S. Government obligations. “U.S. Government obligations” include securities which are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. Government, and by various instrumentalities which have been established or sponsored by the U.S. Government. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government. U.S. Treasury obligations include Treasury Bills, Treasury Notes, and Treasury Bonds. Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater than ten years.
Agencies and instrumentalities established by the U.S. Government include the Federal Home Loan Banks, the Federal Land Bank, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Small Business Administration, the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing Bank, the Federal Farm Credit Banks, the Federal Agricultural Mortgage Corporation, the Resolution Funding Corporation, the Financing Corporation of America and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. Government while others are supported only by the credit of the agency or instrumentality, which may include the right of the issuer to borrow from the U.S. Treasury. In the case of U.S. Government obligations not backed by the full faith and credit of the U.S. Government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. Government itself in the event the agency or instrumentality does not meet its commitment. U.S. Government obligations are subject to price fluctuations based upon changes in the level of interest rates, which will generally result in all those securities changing in price in the same way, i.e., all those securities experiencing appreciation when interest rates decline and depreciation when interest rates rise. Any guarantee of the U.S. Government will not extend to the yield or value of the Fund’s shares.
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Repurchase Agreements. The Fund may invest in repurchase agreements. A repurchase agreement transaction occurs when an investor purchases a security (normally a U.S. Government security), then resells it to the vendor (normally a member bank of the Federal Reserve or a registered government securities dealer) and is required to deliver the security (and/or securities substituted for them under the repurchase agreement) to the vendor on an agreed upon date in the future. The repurchase price exceeds the purchase price by an amount that reflects an agreed upon market interest rate effective for the period of time during which the repurchase agreement is in effect. Delivery pursuant to the resale normally will occur within one to seven days of the purchase. Repurchase agreements are considered “loans” under the 1940 Act, collateralized by the underlying security. The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving as security for repurchase obligations. The Adviser will consider the creditworthiness of the vendor. If the vendor fails to pay the agreed upon resale price on the delivery date, the Fund will retain or attempt to dispose of the collateral. The Fund’s risk is that such default may include any decline in value of the collateral to an amount which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on the collateral. The Fund will not enter into any repurchase agreement that would cause more than 15% of its net assets to be invested in repurchase agreements that extend beyond seven days.
Illiquid Securities. The Fund may invest in illiquid securities, but will limit its investments in illiquid securities to no more than 15% of the Fund’s net assets. Illiquid securities are securities that may be difficult to sell promptly (generally within seven days) at approximately their current value because of a lack of an available market and other factors. Under the supervision of the Trust’s Board of Trustees (the “Board”), the Adviser determines the liquidity of the Fund’s investments and, through reports from the Adviser, the Trustees monitor investments in illiquid instruments. If through a change in values, net assets, or other circumstances, the Fund was in a position where more than 15% of its net assets were invested in illiquid securities, it would seek to take appropriate steps to protect liquidity. The sale of some illiquid and other types of securities may be subject to legal restrictions.
If the Fund invests in securities for which there is no ready market, the Fund may not be able to readily sell such securities. Such securities are unlike securities that are traded in the open market, and which can be expected to be sold immediately if the market is adequate. The sale price of illiquid securities once realized may be lower or higher than the Adviser’s most recent estimate of their fair market value. Generally, less public information is available about the issuers of such securities than about companies whose securities are publicly traded.
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Restricted Securities. Within its limitation on investment in illiquid securities, the Fund may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering. Where registration is required, the Fund may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Fund may be permitted to sell a security under an effective registration statement. If during such a period adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Certain restricted securities are illiquid unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (“144A Securities”). Investing in 144A Securities may decrease the liquidity of the Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Subject to the oversight of the Board, 144A Securities determined by the Adviser to be liquid in accordance with procedures adopted by the Board shall not be deemed “illiquid securities”.
Cash Reserves. The Fund may at times hold a significant portion of its net assets in cash, either to maintain liquidity or for temporary defensive purposes.
Special Situations. The Fund may invest in issuers engaged in special situations from time to time. A special situation arises when, in the opinion of Fund management, the securities of a company will, within a reasonably estimated time period, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company and regardless of general business conditions or movements of the market as a whole. Such developments and situations include, but are not limited to: liquidations, reorganizations, recapitalizations or mergers, material litigation, technological breakthroughs, and new management or management policies. Although large and well-known companies may be involved, special situations often involve much greater risk than is found in the normal course of investing. To minimize these risks, the Fund will not invest in special situations unless the target company has at least three years of continuous operations (including predecessors), or unless the aggregate value of such investments is not greater than 25% of the Fund’s total net assets (valued at the time of investment).
When-Issued Securities and Delayed-Delivery Transactions. The Fund may purchase securities on a when-issued basis, and it may purchase or sell securities for delayed-delivery. These transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place at some future date. The Fund may enter into such transactions when, in the Adviser’s opinion, doing so may secure an advantageous yield and/or price to the Fund that might otherwise be unavailable. The Fund has not established any limit on the percentage of assets it may commit to such transactions, but to minimize the risks of entering into these transactions, the Fund will maintain a segregated account with its custodian consisting of cash, or other high-grade liquid debt securities, denominated in U.S. dollars or non-U.S. currencies, in an amount equal to the aggregate fair market value of its commitments to such transactions.
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Borrowing Money. The Fund does not intend to borrow money for the purpose of purchasing securities, but may, to the extent permitted under the 1940 Act, borrow money in order to meet redemption requests or for extraordinary or emergency purposes. Borrowing involves the creation of a liability that requires the Fund to pay interest. In the event the Fund should ever borrow money under these conditions, such borrowing could increase the Fund’s costs and thus reduce the value of the Fund’s assets. In an extreme case, if the Fund’s current investment income were not sufficient to meet the interest expense of borrowing, it could be necessary for the Fund to liquidate certain of its investments at an inappropriate time.
Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities in an amount up to 33% of its total assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities that the Adviser has determined are creditworthy under guidelines established by the Board. In determining whether the Fund will lend securities, the Adviser will consider all relevant facts and circumstances. The Fund may not lend securities to any company affiliated with the Adviser. Each loan of securities will be collateralized by cash, securities, or letters of credit. The Fund might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Fund cash or cash equivalent collateral, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any dividends or interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower, at any time the Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially. If the Fund invests the cash collateral from the borrower, there is the risk that such investment may result in a financial loss. In such an event, the Fund would be required to repay the borrower out of its assets.
Where voting rights with respect to the loaned securities pass with the lending of the securities, the Adviser intends to call the loaned securities to vote proxies, or to use other practicable and legally enforceable means to obtain voting rights, when the Adviser has knowledge that, in its opinion, a material event affecting the loaned securities will occur or the Adviser otherwise believes it necessary to vote.
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Economic and Regulatory Risks. Although the U.S. economy has seen improvement over the years, economic growth has been slow and uneven. In response to the global financial crisis that began to unfold in 2007, the United States and other governments and the Federal Reserve and other foreign central banks took steps to support financial markets, including by keeping interest rates at historically low levels. It is unclear how long this support will last and at what levels. Recently, the Federal Reserve has been willing to allow interest rates to rise, if only moderately. Further reduction or withdrawal of support by the United States and the Federal Reserve and/or by other governments and their central banks, or investor perception that such efforts or support are not succeeding could negatively affect financial markets generally, as well as result in higher interest rates, increase market volatility and reduce the value and liquidity of certain securities, including securities held by the Fund.
In addition, policy and legislative changes in the United States and in other countries have been implemented that are affecting many aspects of the financial markets and imposing additional regulatory requirements. Given the broad scope, sweeping nature, and relatively recent enactment of some of these changes, the potential impact they could have on securities held by the Fund is unclear and may not be fully known for some time. These changes and any future regulatory change could adversely affect the Fund.
Operational Risk. An investment in the Fund involves operational risk arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. Any of these failures or errors could result in a loss or compromise of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there is no guarantee that the Fund will not suffer losses due to operational risk.
Cybersecurity Risk. The Fund and its service providers may be subject to operational and information security risks resulting from breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause the Fund to lose or compromise confidential information, suffer data corruption or lose operational capacity. Breaches in cybersecurity include, among other things, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other operational disruptions. Successful cybersecurity breaches of the Fund and/or the Fund’s investment adviser, distributor, custodian, transfer agent, or other third-party service providers may adversely impact the Fund and its shareholders. For instance, a successful cybersecurity breach may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private personal shareholder information, impede trading, subject the Fund to regulatory fines or financial losses, and/or cause reputational damage. The Fund relies on third party service providers for many of the day-to-day operations, and is therefore subject to the risk that the protections and protocols implemented by those service providers will be ineffective in protecting the Fund from cybersecurity breaches. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund’s investments in such companies to lose value. There is no guarantee the Fund will be successful in protecting against cybersecurity breaches.
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Temporary Defensive Positions. The Fund may from time to time take temporary defensive positions that are inconsistent with its principal investment strategy. If the Adviser believes a temporary defensive position is warranted in view of market conditions, the Fund may hold cash or invest up to 100% of its assets in high-quality short-term government or corporate obligations, money market instruments or shares of money market mutual funds. Taking a temporary defensive position may prevent the Fund from achieving its investment objective.
Portfolio Turnover . The portfolio turnover rate for the Fund is calculated by dividing the lesser of the Fund’s purchases or sales of portfolio securities for the year by the monthly average value of the securities. The Fund’s portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to the Fund, including brokerage commissions, and may result in additional tax consequences to the Fund’s shareholders. The portfolio turnover rates for the fiscal years of the Fund and the Predecessor Fund (for periods prior to October 23, 2017), listed below, were:
Fiscal Year Ended October 31 | Portfolio Turnover Rate |
2017 | 10% |
2016 | 44% |
INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment limitations that may not be changed without the affirmative vote of a majority of the outstanding shares of the Fund. As used in the Prospectus and this SAI, the term “majority” of the outstanding shares of the Fund means the lesser of (1) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding voting securities of the Fund. Unless otherwise indicated, percentage limitations apply at the time of purchase of the applicable securities. See the Prospectus for more information about the Fund’s investment objective and investment strategies, each of which are not fundamental and may be changed without shareholder approval.
Fundamental Restrictions. As a matter of fundamental policy:
1. Borrowing Money . The Fund will not borrow money except as permitted under the 1940 Act. For example, subject to the restrictions of the 1940 Act the Fund may borrow money from banks to meet redemption requests or for extraordinary or emergency purposes.
2. Senior Securities . The Fund will not issue senior securities, except as permitted by the 1940 Act, the rules, and regulations promulgated thereunder or interpretations of the SEC or its staff.
3. Underwriting . The Fund will not act as underwriter, except to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws or in connection with investments in other investment companies.
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4. Real Estate . The Fund will not directly purchase or sell real estate. This limitation is not applicable to investments in marketable securities, which are secured by or represent interests in real estate. This limitation does not preclude the Fund from holding or selling real estate acquired because of the Fund’s ownership of securities or other instruments, investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).
5. Commodities . The Fund will not purchase or sell commodities unless acquired because of ownership of securities or other investments. This limitation does not preclude the Fund from purchasing or selling options, forward contracts, or futures contracts, including those relating to indices, or options on futures contracts or indices, or from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities.
6. Loans . The Fund will not make loans to other persons, provided that the Fund may lend its portfolio securities in an amount up to 33⅓% of total Fund assets, and provided further that, for purposes of this restriction, investment in U.S. Government obligations, short-term commercial paper, certificates of deposit, bankers’ acceptances, repurchase agreements and any other lending arrangement permitted by the 1940 Act, any rules and regulations promulgated thereunder or interpretations of the SEC or its staff shall not be deemed to be the making of a “loan”. For purposes of this limitation, the term “loans” shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other debt securities.
7. Concentration . The Fund will not invest more than 25% of its total assets in a particular industry. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. Government (including its agencies and instrumentalities) or state or municipal governments and their political subdivisions (other than revenue bonds issued in connection with an identifiable industry; e.g., healthcare or education) or repurchase agreements with respect thereto, or investments in registered investment companies.
With respect to the “fundamental” investment restrictions above, if a percentage limitation or standard is adhered to at the time of investment, a later increase or decrease in percentage or departure from the standard resulting from any change in value or net assets or other factors will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase); provided, however, that the treatment of the fundamental restrictions related to borrowing money and issuing senior securities are exceptions to this general rule and are monitored on an ongoing basis.
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Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements standby commitments and trading practices which would be deemed to involve the issuance of a senior security, including options, futures and forward contracts, with appropriate earmarking or segregation of assets to cover such obligation.
The 1940 Act permits the Fund to borrow money from banks in an amount up to one-third of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities then outstanding). In general, the Fund may not issue any class of senior security, except that the Fund may (i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% for all Fund borrowings and in the event such asset coverage falls below 300% the Fund will within three days (excluding holidays and Sundays) or such longer period as the SEC may prescribe by rules and regulation, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%, and (ii) engage in trading practices which could be deemed to involve the issuance of a senior security, including options, futures, forward contracts and reverse repurchase agreements, provided that the Fund earmarks or segregates liquid assets in accordance with applicable SEC regulations and interpretations.
CALCULATION OF SHARE PRICE
The share price or NAV of shares of the Fund is determined as of the close of the regular session of trading on the New York Stock Exchange (the “NYSE”) on each day the NYSE is open for trading. Currently, the NYSE is open for trading on every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
For purposes of computing the Fund’s NAV, securities are valued at market value as of the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern Time) on each business day the NYSE is open. Securities listed on the NYSE or other exchanges are valued based on their last sale prices on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the mean of the closing bid and ask prices on the NYSE or other primary exchange for that day. National Association of Securities Dealers Automated Quotations (“NASDAQ”) listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the mean of the most recently quoted bid and ask prices as reported by NASDAQ. Securities traded in the OTC market are valued at the last sale price, if available, otherwise at the mean of the most recently quoted bid and ask prices. In the event that market quotations are not readily available or are considered unreliable due to market or other events, securities and other assets are valued at fair value as determined in good faith in accordance with procedures adopted by the Board. Fixed-income securities are normally valued based on prices obtained from independent third-party pricing services approved by the Board, which are generally determined with consideration given to institutional bid and last sale prices and take into account security prices, yield, maturity, call features, ratings, institutional-sized trading in similar groups of securities and developments related to specific securities. Foreign securities are normally valued on the basis of fair valuation prices obtained from independent third-party pricing services approved by the Board, which are generally determined with consideration given to any change in price of the foreign security and any other developments related to the foreign security since the last sale price on the exchange on which such foreign security primarily traded and the close of regular trading on the NYSE. One or more pricing services may be utilized to determine the value of securities held by the Fund. The methods used by independent pricing services and the quality of valuations so established are reviewed by the Adviser and the Fund’s administrator under the general supervision of the Board. To the extent the assets of the Fund are invested in other open-end investment companies that are registered under the 1940 Act and not traded on an exchange, the Fund’s NAV is calculated based upon the NAVs reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
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ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Fund are offered for sale on a continuous basis. Shares are sold and redeemed at their NAV, as next determined after receipt of the purchase or redemption order in proper form.
The Fund may suspend the right of redemption or postpone the date of payment for shares during a period when: (a) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (b) the NYSE is closed for other than customary weekend and holiday closings; (c) the SEC has by order permitted these suspensions; or (d) an emergency exists as a result of which: (i) disposal by the Fund of securities owned by it is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of its assets.
The Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind”. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Fund’s net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Fund’s holdings that are readily marketable securities to the redeeming shareholder as required by the 1940 Act. If the Fund redeems your shares in kind, you will bear the market risks associated with maintain or selling the securities paid as redemption proceeds. In addition, when you sell these securities, you will pay taxes and brokerage charges associated with selling the securities.
SPECIAL SHAREHOLDER SERVICES
As noted in the Prospectus, the Fund offers the following shareholder services:
Regular Account. The regular account allows voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others, investors are free to make additions to and withdrawals from their account as often as they wish. When an investor makes an initial investment in the Fund, a shareholder account is opened in accordance with the investor’s registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or a redemption, the shareholder will receive a confirmation statement showing the current transaction.
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Automatic Investment Plan. The automatic investment plan enables investors to make regular periodic investments in shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Fund’s transfer agent will automatically charge the checking account for the amount specified ($100 minimum) which will be automatically invested in shares at the NAV on or about the fifteenth or the last business day of the month, or both. The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Fund.
Transfer of Registration. To transfer shares to another owner, send a written request to Meehan Focus Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Your request should include the following: (i) the Fund name and existing account registration; (ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration; (iii) if it is for a new account, a completed account application, or if it is an existing account, the account number; (iv) Medallion signature guarantees (See the heading “How to Redeem Shares – Signature Guarantees” in the Prospectus); and (v) any additional documents that are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call or write the Fund.
MANAGEMENT OF THE TRUST
Overall responsibility for management and supervision of the Fund and the Trust rests with the Board. The members of the Board (the “Trustees”) are elected by the Trust’s shareholders or existing members of the Board as permitted under the 1940 Act and the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”). The Trustees serve for terms of indefinite duration until death, resignation, retirement, or removal from office. The Trustees, in turn, elect the officers of the Trust to actively supervise the Trust’s day-to-day operations. The officers are elected annually. Certain officers of the Trust also may serve as Trustees.
The Trust will be managed by the Trustees in accordance with the laws of the State of Ohio governing business trusts. There are currently four Trustees, three of whom are not “interested persons”, as defined by the 1940 Act, of the Trust (the “Independent Trustees”). The Independent Trustees receive compensation for their services as Trustees and attendance at meetings of the Board. Officers of the Trust receive no compensation from the Trust for performing the duties of their offices.
Attached in Appendix A is a list of the Trustees and executive officers of the Trust, their year of birth and address, their present position with the Trust, and their principal occupation during the past five years. Those Trustees who are “interested persons” as defined in the 1940 Act and those Trustees who are Independent Trustees are identified in the table.
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Leadership Structure and Qualifications of Trustees
The Board consists of four Trustees, three of whom are Independent Trustees. The Board is responsible for the oversight of the series, or funds, of the Trust. In addition to the Fund, the Trust currently consists of the following series:
• | 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; |
• | Barrow Value Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut; |
• | Blue Current Global Dividend Fund managed by Edge Advisors, LLC, of Atlanta, Georgia; |
• | Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio; |
• | HVIA Equity Fund managed by Hudson Valley Investment Advisors, Inc . of Goshen, New York; |
• | Kempner Multi-Cap Deep Value 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 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; |
• | 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, Incorporated of New York, New York; |
• | Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California; |
• | Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York; and |
• | Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky. |
The Board has engaged the above-named investment advisers to oversee the day-to-day management of the Trust’s series. The Board is responsible for overseeing these investment advisers and the Trust’s other service providers in the operations of the Trust in accordance with the 1940 Act, other applicable federal and state laws, and the Declaration of Trust.
The Board meets at least four times throughout the year. The Board generally meets in person, but may meet by telephone as permitted by the 1940 Act. In addition, the Trustees may meet in person or by telephone at special meetings or on an informal basis at other times. The Independent Trustees also meet at least quarterly without the presence of any representatives of management.
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Board Leadership . The Board is led by its Chairman, Mr. John J. Discepoli, who is also an Independent Trustee. The Chairman generally presides at all Board Meetings, facilitates communication and coordination between the Trustees and management, and reviews meeting agendas for the Board and the information provided by management to the Trustees. The Chairman works closely with Trust counsel and counsel to the Independent Trustees, and is also assisted by the Trust’s President, who, with the assistance of the Trust’s other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Fund’s service providers.
The Board believes that its leadership structure, including having an Independent Trustee serve as Chairman and three out of four Trustees as Independent Trustees, is appropriate and in the best interests of the Trust. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
Board Committee . The Board has established a Committee of Independent Trustees (the “Committee”), the principal functions of which are: (i) to appoint, retain and oversee the Trust’s independent registered public accounting firm; (ii) to meet separately with the independent registered public accounting firm and receive and consider a report concerning its conduct of the audit, including any comments or recommendations it deems appropriate; (iii) to select and nominate all persons to serve as Independent Trustees; (iv) to act as the Trust’s qualified legal compliance committee (“QLCC”), as defined in the regulations under the Sarbanes-Oxley Act; and (v) to act as a proxy voting committee if called upon under the Trust’s Proxy Voting Policies and Procedures when a matter with respect to which a series of the Trust is entitled to vote presents a conflict between the interest of the series’ shareholders, on the one hand, and those of the series’ investment manager, on the other hand. In selecting and nominating persons to serve as Independent Trustees, the Committee will not consider nominees recommended by shareholders of the Trust. Messrs. David M. Deptula and Discepoli and Ms. Janine L. Cohen are the members of the Committee. Mr. Deptula is the Chairman of the Committee and presides at its meetings. The Committee met seven times during the Fund’s prior fiscal year.
Qualifications of the Trustees . The Committee reviews the experience, qualifications, attributes, and skills of potential candidates for nomination or election by the Board. In evaluating a candidate for nomination or election as a Trustee, the Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Committee believes contribute to the oversight of the Trust’s affairs. The Board has concluded, based on each Trustee’s experience, qualifications, attributes, or skills on both an individual basis and in combination with the other Trustees, that each Trustee is qualified to serve on the Board. The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, legal counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees support this conclusion. In determining that a particular Trustee is and will continue to be qualified to serve as a Trustee, the Board considers a variety of criteria, none of which, in isolation, is controlling.
In addition to the Trustee qualifications listed above, each of the Trustees has additional Trustee qualifications including, among other things, the experience identified in the “Trustees and Executive Officers” table included in Appendix A and as follows:
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Interested Trustee
Robert G. Dorsey is a co-founder of Ultimus Fund Solutions, LLC (“Ultimus”) and Ultimus Fund Distributors, LLC (the “Distributor”). Mr. Dorsey has served as President and Managing Director of both, Ultimus and the Distributor, since their founding in 1999. Mr. Dorsey has over 30 years of experience in the mutual fund servicing industry. He holds a B.S. from Christian Brothers University and is a Certified Public Accountant (inactive). Mr. Dorsey has been a Trustee since February 2012.
Independent Trustees
John J. Discepoli is the owner of Discepoli Financial Planning, LLC, a personal financial planning firm. He founded the firm in November 2004. Mr. Discepoli has over 15 years of experience in the financial services industry. He holds a B.B.A. in Accounting from the University of Notre Dame and received a certificate from the Executive Development Program of Northwestern University – Kellogg School of Management. Mr. Discepoli is a Certified Public Accountant and Personal Financial Specialist. Mr. Discepoli has been the Chairman of the Board since May 2016 and a Trustee since June 2012.
David M. Deptula has served as Vice President of Legal and Special Projects for Dayton Freight Lines, Inc. since February 1, 2016. Prior to that position, Mr. Deptula was Vice President of Tax Treasury for Standard Register, Inc. (a company that provides solutions for companies to manage their critical communications, previously The Standard Register Company) since November 2011. (Standard Register, Inc., a newly formed subsidiary of Taylor Corporation, purchased assets of The Standard Register Company on July 31, 2015.) Prior to joining Standard Register, Mr. Deptula was a Tax Partner at Deloitte Tax LLP (“Deloitte”). Mr. Deptula joined Deloitte in 1984 and remained with Deloitte until October of 2011. During his tenure at Deloitte, he was actively involved in providing tax accounting services to open-end mutual funds and other financial services companies. Mr. Deptula holds a B.S. in Accounting from Wright State University and a Juris Doctor from University of Toledo. He is also a Certified Public Accountant. Mr. Deptula has been a Trustee since June 2012.
Janine L. Cohen, served as the Chief Financial Officer (“CFO”) from 2004 to 2013 and served as Chief Compliance Officer (“CCO”) of AER Advisors, Inc. (“AER”) from 2008 through her retirement in 2013. During her tenure at AER, she was actively involved in developing financial forecasts, business plans, and SEC registrations. Prior to those roles, Ms. Cohen was a Senior Vice President at State Street Bank. Ms. Cohen has over 30 years of experience in the financial services industry. She holds a B.S. in Accounting and Math from the University of Minnesota and is a Certified Public Accountant. Ms. Cohen has been a Trustee since January 2016.
References above to the qualifications, attributes, and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.
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Risk Oversight . The operation of a mutual fund, including its investment activities, generally involves a variety of risks. As part of its oversight of the Fund, the Board oversees risk through various regular board and committee activities. The Board, directly or through its Committee, reviews reports from, among others, the Adviser, the Trust’s CCO, the Trust’s independent registered public accounting firm, and outside legal counsel, regarding risks faced by the Fund and the risk management programs of the Adviser, with respect to the Fund’s investments and trading activities, and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Adviser, and other service providers to the Fund. Although the risk management policies of the Adviser and the service providers are designed to be effective, there is no guarantee that they will anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated, or mitigated and some risks simply may not be anticipated or may be beyond the control of the Board or the Adviser or other service providers. The Independent Trustees meet separately with the Trust’s CCO at least annually, outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives an annual written report from the Trust’s CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. As part of its oversight function, the Board also may hold special meetings or communicate directly with Trust management or the Trust’s CCO to address matters arising between regular meetings.
The Board also receives quarterly reports from the Adviser on the investments and securities trading of the Fund, including its investment performance, as well as reports regarding the valuation of the Fund’s securities. The Board also receives quarterly reports from the Fund’s administrator, transfer agent and Distributor on regular quarterly items and, where appropriate and as needed, on specific issues. In addition, in its annual review of the Fund’s investment advisory agreement (the “Advisory Agreement”), the Board will review information provided by the Adviser relating to its operational capabilities, financial condition, and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing, among other things, the number of funds in the Trust and the effectiveness of the Board’s committee structure.
Trustees’ Ownership of Fund Shares. The following table shows each Trustee’s beneficial ownership of shares of the Fund and, on an aggregate basis, of shares of all funds within the Trust overseen by the Trustee. Information is provided as of December 31, 2017.
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 |
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Ownership In Fund Affiliates. As of the date of this SAI, none of the Independent Trustees, nor members of their immediate families, owned, beneficially or of record, securities of the Adviser, the Distributor or any affiliate of the Adviser or the Distributor.
Trustee Compensation. No director, officer, or employee of the Adviser or the Distributor receives any compensation from the Trust for serving as an officer or Trustee of the Trust. Each Independent Trustee receives a $500 per meeting fee and a $1,000 annual retainer for each series of the Trust, except Mr. Discepoli who receives a $1,200 annual retainer for serving as Chairman. The Trust reimburses each Trustee and officer for his or her travel and other expenses incurred in attending meetings. The following table provides the amount of compensation paid to each of the Trustees during the Fund’s fiscal year ending October 31, 2017:
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 | $1,300 | None | None | $87,700 |
David M. Deptula | $1,250 | None | None | $82,500 |
Janine L. Cohen | $1,250 | None | None | $82,500 |
* | The Fund commenced operations on October 23, 2017 and, therefore, the compensation from the Fund is only for a partial year. |
Principal Holders of Voting Securities. As of February 1, 2018, the Trustees and officers of the Trust as a group owned beneficially (i.e., had direct or indirect voting and/or investment power) less than 1% of the then-outstanding shares of the Fund. On the same date, the following shareholders owned of record more than 5% of the outstanding shares of beneficial interest of the Fund:
Name and Address of Record Owner | Percentage Ownership |
Thomas P. Meehan/Roth IRA Account 5309 Hampden Lane Suite 315 Bethesda, MD 20814 |
13.01% |
Marren W. Meehan 5309 Hampden Lane Bethesda, MD 20814 |
7.83% |
CLRDS Employees 401K Plan/F. Curtin and Sam H. Roberson Trustees
1900 M Street, NW Suite 600 Washington, DC 20036 |
6.21% |
Timothy C. Coughlin Revocable Trust 7250 Woodmont Avenue Suite 315 Bethesda, MD 20814 |
5.06% |
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A shareholder owning of record or beneficially more than 25% of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting than the vote of other shareholders.
INVESTMENT ADVISER
Edgemoor Investment Advisors, Inc., located at 7250 Woodmont Avenue, Suite 350, Bethesda, MD 20814, serves as the investment adviser to the Fund pursuant to the Advisory Agreement, dated January 24, 2017. The Adviser is organized as a Maryland corporation and is registered as an investment adviser with the SEC. The Adviser’s principal business is to provide financial management services to individuals, corporations, and other institutions throughout the United States. Messrs. Thomas P. Meehan, Paul P. Meehan, and R. Jordan Smyth, Jr., co-portfolio managers of the Fund are also members of the Board of Directors of the Adviser and are the primary owners of the Adviser.
Subject to the Fund’s investment objective and policies approved by the Board, the Adviser is responsible for providing the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio.
Under the Advisory Agreement, the Fund pays the Adviser a monthly investment advisory fee (the “Management Fee”) computed at the annual rate of 0.80% of its average daily net assets. The Advisory Agreement is effective for an initial two-year period and will be renewed for periods of one year only so long as such renewal and continuance is specifically approved at least annually by the Board or by vote of a majority of the applicable Fund’s outstanding voting securities, provided the continuance is also approved by a majority of the Independent Trustees. The Advisory Agreement is terminable without penalty on 60 days’ notice by the Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund. The Advisory Agreement provides that it will terminate automatically in the event of its “assignment”, as defined in the 1940 Act.
Under an expense limitation agreement (the “Expense Limitation Agreement”), the Adviser has agreed to reduce its Management Fee and to reimburse the Fund’s expenses to the extent necessary to limit Total Annual Fund Operating Expenses (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; Acquired Fund fees and expenses; extraordinary expenses such as litigation and merger or reorganization costs; 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 1940 Act) to an amount not exceeding 1.00% of the Fund’s average daily net assets until March 1, 2019. Any such 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 the Fund’s Total Annual Operating Expenses to exceed (i) the expense limitation, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred.
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The table below provides the compensation paid to the Adviser by the Fund (beginning October 23, 2017) and the Predecessor Fund (ending October 22, 2017) during the following fiscal years:
Fiscal Year Ended October 31 |
Management Fees Accrued |
Management Fee Reductions |
Expense Reimbursements |
Advisory Fees Received by Adviser |
October 23, 2017 to October 31, 2017 | $12,610 | $957 | $0 | $11,653 |
November 1, 2016 to October 22, 2017 | $460,471 | $0 | $0 | $460,471 |
2016 | $428,235 | $0 | $0 | $428,235 |
2015 | $464,062 | $0 | $0 | $464,062 |
The Adviser manages the Fund’s investments in accordance with the stated investment objective and policies of the Fund, subject to the oversight of the Board. The Adviser is responsible for investment decisions, and provides the Fund with a portfolio manager to execute purchases and sales of securities. The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
Portfolio Managers
The Fund is co-managed by Messrs. Thomas P. Meehan, Paul P. Meehan, and R. Jordan Smyth, Jr. (the “Portfolio Managers”), who are responsible for the day-to-day implementation of investment strategies for the Fund.
Other Accounts Managed by Portfolio Managers
In addition to the Fund, the Portfolio Managers are responsible for the day-to-day management of certain other accounts (“Other Accounts”). The table below shows the number of, and total assets in, such other accounts as of October 31, 2017.
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Portfolio Manager | Type of Accounts |
Total
Number of Other Accounts Managed |
Total
(million) |
Number
of
Accounts Managed with Advisory Fee Based on Performance |
Total
Assets
(million) |
Thomas P. Meehan | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 112 | $289,001,153 | 0 | $0 | |
Paul P. Meehan | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 25 | $33,514,015 | 0 | $0 | |
R. Jordan Smyth, Jr. | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 110 | $220,050,548 | 0 | $0 |
Potential Conflicts of Interest
The Portfolio Managers serves as portfolio managers for the Fund and provide investment advice to Other Accounts. The Portfolio Managers’ management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand, and the investments of the Other Accounts, on the other. A potential conflict of interest may arise when a particular investment may be suitable for both the Fund and the Other Accounts, whereby the Portfolio Manager could favor one account over another. However, the Adviser has established policies and procedures to ensure that such investments will be allocated between the Fund and the Other Accounts pro rata based on the available funding or in some other manner determined to be fair and equitable.
A potential conflict of interest may arise as a result of the Portfolio Managers’ day-to-day management of the Fund. The Portfolio Managers know the size and timing of trades for the Fund and the Other Accounts, and may be able to predict the market impact of the Fund’s trades. It is theoretically possible that the Portfolio Managers could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Fund, or vice versa.
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With respect to securities transactions for clients, the Adviser determines which broker to use to execute such order. However, the Adviser may direct securities transactions to a particular broker/dealer for various reasons including receipt of research or participation interests in initial public offerings that may or may not benefit the Fund. To deal with these situations, the Adviser has adopted procedures to help ensure best execution of all client transactions.
Compensation
The Portfolio Managers are not compensated directly by the Fund. They each receive a salary from the Adviser.
Ownership of Fund Shares
Because the Fund is newly organized, the Portfolio Managers have no beneficial ownership of Fund shares as of the date of this SAI.
The table below shows the value of shares of the Fund beneficially owned by the Portfolio Managers of the Fund as of October 31, 2017 stated as one of the following ranges: A = none; B = $1 - $10,000; C = $10,001 - $50,000; D = $50,001 - $100,000; E = $100,001 - $500,000; F = $500,001 - $1,000,000; and G = over $1,000,000.
Portfolio Managers |
Dollar Range of Predecessor Fund
Shares
Beneficially Owned
|
Thomas P. Meehan | G |
Paul P. Meehan | G |
R. Jordan Smyth, Jr. | F |
PORTFOLIO TRANSACTIONS
Pursuant to the Advisory Agreement, the Adviser determines, subject to the general supervision of the Board and in accordance with the Fund’s investment objective, policies, and restrictions, which securities are to be purchased and sold by the Fund and which brokers are eligible to execute the Fund’s portfolio transactions.
Purchases and sales of portfolio securities that are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the OTC market are generally principal transactions with dealers. With respect to the OTC market, the Fund, where possible, will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
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Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment consistent with its obligation to seek best execution and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers who provide investment research to the Adviser may receive orders for equity transactions on behalf of the Fund. Information so received is in addition to and not in lieu of services required to be performed by the Adviser and does not reduce the fees payable to the Adviser by the Fund. Such information may be useful to the Adviser in serving both the Fund and other clients and, conversely, supplemental information obtained by the placement of brokerage orders of other clients may be useful to the Adviser in carrying out its obligations to the Fund. While the Adviser generally seeks competitive commissions, the Fund may not necessarily pay the lowest commission available on each brokerage transaction for the reasons discussed above.
Consistent with the foregoing, under Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Adviser may include, without limitation: information on the U.S. and other world economies; information on specific industries, groups of securities, individual companies, political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Adviser to determine and track investment results; and trading systems that allow the Adviser to interface electronically with brokerage firms, custodians and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs, and access to computer databases. In some instances, research products or services received by the Adviser may also be used by the Adviser for functions that are not research related (i.e., not related to the making of investment decisions). Where a research product or service has a mixed use, the Adviser will make a reasonable allocation according to its use and will pay for the non-research function in cash using its own funds.
Subject to the requirements of the 1940 Act and procedures adopted by the Board, the Fund may execute portfolio transactions through any broker or dealer and pay brokerage commissions to a broker (i) which is an affiliated person of the Trust, or (ii) which is an affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Trust, the Adviser or the Trust’s principal underwriter.
The Fund commenced operations on October 23, 2017; the Predecessor Fund paid brokerage commissions up to and including October 22, 2017. The Fund or the Predecessor Fund paid the following brokerage commissions during the following fiscal years:
Fiscal Year Ended October 31 | Brokerage Commissions Paid |
2017 | $143 |
2016 | $653 |
2015 | $539 |
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Brokerage commissions decreased in the last fiscal year due to a decrease in trading throughout the fiscal year.
As of October 31, 2017, the Fund held no securities of its regular brokers or dealers (or the parents thereof).
THE DISTRIBUTOR
Ultimus Fund Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the exclusive agent for distribution of shares of the Fund pursuant to a Distribution Agreement (the “Distribution Agreement”). The Distributor is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Distributor is compensated for its services to the Trust under a written agreement for such services. The Distributor is an affiliate of Ultimus. Robert G. Dorsey is a Managing Director of the Distributor and a Trustee of the Trust.
By its terms, the Distribution Agreement is for an initial term of two years and will continue in effect year-to-year thereafter so long as such renewal and continuance is approved at least annually by (1) the Board or (2) a vote of the majority of the Fund’s outstanding voting shares; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval. The Distribution Agreement may be terminated at any time, on sixty days written notice, without payment of any penalty, by the Trust or by the Distributor. The Distribution Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder. Under the Distribution Agreement, the Distributor is paid $6,000 per annum for its services by the Fund and/or the Adviser.
OTHER SERVICE PROVIDERS
Administrator, Fund Accountant and Transfer Agent
Ultimus, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the administrator (the “Administrator”), fund accountant (the “Fund Accountant”), and transfer agent (the “Transfer Agent”) to the Fund pursuant to an Administration Agreement, a Fund Accounting Agreement, and a Transfer Agent and Shareholder Services Agreement (collectively, the “Service Agreements”).
As Administrator, Ultimus assists in supervising all operations of the Fund (other than those performed by the Adviser under the Advisory Agreement). Ultimus has agreed to perform or arrange for the performance of the following services (under the Service Agreements, Ultimus may delegate all or any part of its responsibilities thereunder):
• | 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; |
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• | 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 upon its reasonable requests. |
As Fund Accountant, Ultimus maintains the accounting books and records for the Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts. Ultimus also maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the NAV per share, calculation of the dividend and capital gain distributions, reconciles cash movements with the custodian, verifies and reconciles with the custodian all daily trade activities; provides certain reports; obtains dealer quotations or prices from pricing services used in determining NAV; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Fund.
As Transfer Agent, Ultimus performs the following services in connection with the Fund’s shareholders: maintains records for the Fund’s shareholders of record; processes shareholder purchase and redemption orders; processes transfers and exchanges of shares of the Fund on the shareholder files and records; processes dividend payments and reinvestments; and assists in the mailing of shareholder reports and proxy solicitation materials.
Ultimus receives fees from the Fund for its services as Administrator, Fund Accountant, and Transfer Agent, and is reimbursed for certain expenses assumed pursuant to the Service Agreements.
The Service Agreements between the Trust, on behalf of the Fund, and Ultimus, unless otherwise terminated as provided in the Service Agreements, are renewed automatically for successive one-year periods.
The Service Agreements provide that Ultimus shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Service Agreements relate, except a loss from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from the reckless disregard by Ultimus of its obligations and duties thereunder.
Prior to October 23, 2017, the Predecessor Fund entered into an Operating Services Agreement with the Adviser (“Services Agreement”). Under the terms of the Services Agreement, the Adviser provided, or arranged to provide, day-to-day operational services to the Predecessor Fund including, but not limited to:
1. accounting
2. administrative
3. legal (except litigation)
4. dividend disbursing and transfer agent
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5. registrar
6. custodial
7. fund share distribution
8. shareholder reporting
9. sub-accounting, and
10. recordkeeping services
During the fiscal years listed below, the Fund and the Predecessor Fund paid the Adviser operational fees of:
Fiscal Year Ended October 31 | Operational Fees |
2017 | $115,119 |
2016 | $107,059 |
2015 | $116,016 |
After October 23, 2017, Ultimus received $1,562 from the Fund for its services as Administrator, Fund Accountant, and Transfer Agent.
Custodian
U.S. Bank, N.A. (the “Custodian”), located at 425 Walnut Street, Cincinnati, Ohio 45202, serves as custodian to the Fund pursuant to a Custody Agreement. The Custodian’s responsibilities include safeguarding and controlling the Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund’s investments.
Independent Registered Public Accounting Firm
Cohen & Company, Ltd., located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115, serves as the independent registered public accounting firm for the Fund and audits the annual financial statements of the Fund and assists in preparing the Fund’s federal, state and excise tax returns for the fiscal year ending October 31, 2018.
Legal Counsel
Kilpatrick Townsend & Stockton LLP, located at 4208 Six Forks Road, Suite 1400, Raleigh, North Carolina 27609, serves as legal counsel to the Trust and the Trust’s Independent Trustees.
Compliance Consulting Agreement
Under the terms of a Compliance Consulting Agreement with the Trust, Ultimus provides an individual with the requisite background and familiarity with the Federal securities laws to serve as the Trust’s CCO and to administer the Trust’s compliance policies and procedures. For these services, the Fund pays Ultimus a base fee of $12,000 per annum, plus an asset-based fee computed at the annual rate of 0.01% of the average net assets of the Fund in excess of $100 million. In addition, the Fund reimburses Ultimus for its reasonable out-of-pocket expenses relating to these compliance services.
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Consulting Agreement
Under the terms of a Consulting Agreement with the Trust, John C. Davis (the “Consultant”) provides expertise and advice to the Trust, as reasonably requested by the Board, regarding investment advisory and service provider oversight, contract monitoring and renewal, business continuity, compliance and compliance officer oversight, disclosure, distribution, new fund and advisor due diligence, risk oversight and other matters that are responsibilities of a board of trustees of a mutual fund family to review or monitor.
GENERAL INFORMATION
Other Payments by the Fund
The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and other shareholder services. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary, or (2) the number of Fund shareholders serviced by a financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, distribution fees the Fund may pay to financial intermediaries pursuant to the Fund’s distribution plan.
Other Payments by the Adviser
The Adviser and/or its affiliates, in their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, their service providers or their respective affiliates, as incentives to help market and promote the Fund and/or in recognition of their distribution, marketing, administrative services, and/or processing support.
These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial intermediary’s retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary’s retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Fund in a financial intermediary’s retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
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The Adviser and/or its affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Fund by financial intermediaries’ customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.
Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.
Description of Shares
The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012. The Declaration of Trust authorizes the Board to divide shares into series, each series relating to a separate portfolio of investments, and to further divide shares of a series into separate classes. In the event of a liquidation or dissolution of the Trust or an individual series or class, shareholders of a particular series or class would be entitled to receive the assets available for distribution belonging to such series or class. Shareholders of a series or class are entitled to participate equally in the net distributable assets of the particular series or class involved on liquidation, based on the number of shares of the series or class that are held by each shareholder. If any assets, income, earnings, proceeds, funds or payments are not readily identifiable as belonging to any particular series or class, the Trustees shall allocate them among any one or more series or classes as they, in their sole discretion, deem fair and equitable. Subject to the Declaration of Trust, determinations by the Board as to the allocation of liabilities, and the allocable portion of any general assets, with respect to the Fund are conclusive.
Shares of the Fund, when issued, are fully paid and non-assessable. Shares have no subscription, preemptive or conversion rights. Shares do not have cumulative voting rights. Shareholders are entitled to one vote for each full share held and a fractional vote for each fractional share held. Shareholders of all series and classes of the Trust, including the Fund, will vote together and not separately, except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular series or class. Rule 18f-2 under the 1940 Act provides, in substance, that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series or class affected by the matter. A series or class is affected by a matter unless it is clear that the interests of each series or class in the matter are substantially identical or that the matter does not affect any interest of the series or class. Under Rule 18f-2, the approval of an investment advisory agreement, a distribution plan or any change in a fundamental investment policy would be effectively acted upon with respect to a series or class only if approved by a majority of the outstanding shares of such series or class. However, the Rule also provides that the ratification of the appointment of independent accountants and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.
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Trustee Liability
The Declaration of Trust provides that the Board will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from his or her own bad faith, willful misfeasance, gross negligence, or reckless disregard of their duties to the Trust and its holders of beneficial interest. It also provides that all third parties shall look solely to the Trust’s property for satisfaction of claims arising in connection with the affairs of the Trust. With the exceptions stated, the Declaration of Trust provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
Trust Liability
Under Ohio law, liabilities of the Trust to third persons, including the liabilities of any series, extend to the whole of the trust estate to the extent necessary to discharge such liabilities. However, the Declaration of Trust contains provisions intended to limit the liabilities of each series to the applicable series and the Trustees and officers of the Trust intend that notice of such limitation be given in each contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by the Trustees or officers. There is no guarantee that the foregoing steps will prove effective or that the Trust will be successful in preventing the assets of one series from being available to creditors of another series.
Code of Ethics
The Trust, the Adviser and the Distributor have each adopted a Code of Ethics that is designed to prevent their respective personnel subject to the Codes of Ethics from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which securities may also be held by persons subject to the codes). These Codes of Ethics permit personnel subject to the Codes of Ethics to invest in securities, including securities that may be purchased or held by the Fund, but prohibit such personnel from engaging in personal investment activities that compete with or attempt to take advantage of the Fund’s planned portfolio transactions. Each of these parties monitors compliance with its Code of Ethics.
Anti-Money Laundering Program
The Trust has adopted an anti-money laundering (“AML”) program, as required by applicable law, that is designed to prevent the Funds from being used for money laundering or the financing of terrorist activities. The Trust’s AML Compliance Officer is responsible for implementing and monitoring the operations and internal controls of the program. Compliance officers at certain of the Funds’ service providers are also responsible for monitoring aspects of the AML program. The AML program is subject to the continuing oversight of the Board.
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Proxy Voting Policies and Procedures
The Trust and the Adviser have adopted Proxy Voting Policies and Procedures that describe how the Fund intends to vote proxies relating to portfolio securities. The Proxy Voting Policies and Procedures of the Trust and the Adviser are attached to this SAI as Appendix B and Appendix C, respectively. No later than August 31 of each year, information regarding how the Fund voted proxies relating to portfolio securities during the prior twelve-month period ended June 30 th is available without charge upon request by calling 1-866-884-5968 or on the SEC’s website at www.sec.gov.
Portfolio Holdings Disclosure Policy
The Board has adopted a policy to govern the circumstances under which disclosure regarding securities purchased, sold, and held by the Fund (“Portfolio Securities”), may be made to shareholders of the Fund or other persons. The Trust’s CCO is responsible for monitoring the use and disclosure of information relating to Portfolio Securities. Although no material conflicts of interest are believed to exist that could disadvantage the Fund or its shareholders, various safeguards have been implemented to protect the Fund and its shareholders from conflicts of interest, including: the adoption of Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act designed to prevent fraudulent, deceptive or manipulative acts by officers and employees of the Trust, the Adviser and the Distributor in connection with their personal securities transactions; the adoption by the Adviser and the Distributor of insider trading policies and procedures designed to prevent their employees’ misuse of material non-public information; and the adoption by the Trust of a Code of Ethics for officers that requires the Chief Executive Officer and CFO of the Trust to report to the Board any affiliations or other relationships that could potentially create a conflict of interest with the Fund.
• | 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 as legitimate business purpose of the Fund and that each organization is subject to a duty of confidentiality. |
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• | 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 |
Consultant | Board meetings | Contractual |
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 |
Such disclosures may be made without approval of the Trust’s CCO because the Board has determined that the Fund and its shareholders are adequately protected by the restrictions on use in those instances listed above.
• | 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. |
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• | 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. |
Other Expenses
In addition to the Management Fee, the Fund pays all expenses not expressly assumed by the Adviser, including, without limitation, the fees and expenses of its independent registered public accounting firm and of its legal counsel; fees of its Administrator, Distributor and Transfer Agent, the costs of printing and mailing to shareholders Annual and Semi-Annual Reports, proxy statements, prospectuses, SAIs and supplements thereto; bank transaction charges and custody fees; any costs associated with shareholder meetings, including proxy solicitors’ fees and expenses; registration and filing fees; federal, state or local income or other taxes; interest; membership fees of the Investment Company Institute and similar organizations; fidelity bond and liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
Benchmark Descriptions
The Fund compares its performance to standardized indices or other measurements of investment performance. Specifically, the Fund compares its performance to the S&P 500 Total Return Stock Index, which is widely regarded as the best single gauge of large cap U.S. equities. There is over USD 7.8 trillion benchmarked to the index, with index assets comprising approximately USD 2.2 trillion of this total. The index includes 500 leading companies and covers approximately 80% of available market capitalization.
The Fund also uses the Nasdaq Composite Index as a secondary index. The Nasdaq Composite Index is the market capitalization-weighted index of approximately 3,000 common equities listed on the Nasdaq stock exchange. The types of securities in the index include American depositary receipts, common stocks, REITs and tracking stocks, as well as limited partnership interests. The index includes all Nasdaq-listed stocks that are not derivatives, preferred shares, funds, ETFs or debenture securities. Comparative performance may also be expressed by reference to a ranking prepared by a mutual fund monitoring service or by one or more newspapers, newsletters, or financial periodicals.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders. The discussions here and in the Prospectus are not intended as a substitute for careful tax planning and are based on tax laws and regulations that are in effect on the date hereof; such laws and regulations may be changed by legislative, judicial, or administrative action. Investors are advised to consult their tax advisors with specific reference to their own tax situations.
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The Fund intends to qualify and remain qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). In order to so qualify, the Fund must elect to be a regulated investment company or have made such an election for a previous year and must satisfy certain requirements relating to the amount of distributions and source of its income for a taxable year. At least 90% of the gross income of the Fund must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks, securities, or foreign currencies, and other income derived with respect to the Fund’s business of investing in such stock, securities, or currencies, and net income derived from an investment in a “qualified publicly traded partnership” as defined in section 851(h) of the Code (the “source-of-income test”). Any income derived by the Fund from a partnership (other than a “qualified publicly traded partnership”) or trust is treated as derived with respect to the Fund’s business of investing in stock, securities, or currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the Fund in the same manner as by the partnership or trust.
The Fund may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of its investments at the close of each quarter of the taxable year (the “asset diversification tests”). In general, at least 50% of the value of the Fund’s total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies, and other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the Fund nor more than 10% of the outstanding voting securities of such issuer. In addition, not more than 25% of the value of the Fund’s total assets may be invested in the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; the securities of two or more issuers (other than securities of another regulated investment company) if the issuers are controlled by the Fund and they are, pursuant to Treasury Regulations, engaged in the same or similar or related trades or businesses; or the securities of one or more publicly traded partnerships.
The Fund intends to satisfy all of the requirements of the source-of-income test and the asset diversification tests on an ongoing basis for continued qualification as a regulated investment company.
If a Fund fails to meet either the asset diversification test with respect to a taxable quarter or the source-of-income test with respect to a taxable year, the Code provides several remedies, provided certain procedural requirements are met, which will allow the fund to retain its status as a “regulated investment company.” There is a remedy for failure to satisfy the asset diversification tests, if the failure was due to reasonable cause and not willful neglect, subject to certain divestiture and procedural requirements and the payment of a tax. In addition, there is a remedy for a de minimis failure of the asset diversification tests, which the remedy would require corrective action but tax. In addition, the Code allows for the remedy of a failure of the source-of-income test, if the failure was due to reasonable cause and not willful neglect, subject to certain procedural requirements and the payment of a tax.
Under current tax law, qualifying corporate dividends are taxable at long-term capital gains tax rates. The long-term capital gains rate for individual taxpayers is currently at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels. For 2018, individual taxpayers with taxable incomes above $426,700 ($480,050 for married taxpayers filing jointly and $453,350 for heads of households) are subject to a 20% rate of tax on long-term capital gains and qualified dividends. Taxpayers that are not in the highest tax bracket and are subject to the 25% (or greater) tax bracket on their ordinary income and whose taxable income is less than the above-mentioned thresholds will continue to be subject to a maximum 15% rate of tax on long-term capital gains and qualified dividends. For taxpayers whose ordinary income is generally taxed at less than the 25% rate, the long-term capital gains rate and rate on qualified dividends will be 0%. These rates may change over time.
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If the Fund designates a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the shareholders have held their Fund shares or whether the dividend was received in cash or reinvested in additional shares. All taxable dividends paid by the Fund other than those designated as qualified dividend income or capital gains distributions will be taxable as ordinary income to shareholders, whether received in cash or reinvested in additional shares. To the extent the Fund engages in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from such gains will be considered ordinary income for federal tax purposes.
Shareholders who hold Fund shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions from their account.
The Fund will designate (1) any distribution that constitutes a qualified dividend as qualified dividend income; (2) any tax-exempt distribution as an exempt-interest dividend; (3) any distribution of long-term capital gains as a capital gain dividend; and (4) any dividend eligible for the corporate dividends received deduction as such in a written notice provided to shareholders after the close of the Fund’s taxable year. Shareholders should note that, upon the sale or exchange of Fund shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares.
Foreign currency gains or losses on non-U.S. dollar denominated bonds and other similar debt instruments and on any non-U.S. dollar denominated futures contracts, options and forward contracts that are not Section 1256 contracts generally will be treated as ordinary income or loss.
To the extent that a distribution from the Fund is taxable, it is generally included in a shareholder’s gross income for the taxable year in which the shareholder receives the distribution. However, if the Fund declares a dividend in October, November, or December but pays it in January, it will be taxable to shareholders as if the dividend was received in the year it was declared. Each year, shareholders will receive a statement detailing the tax status of any Fund distributions for that year.
The Fund’s net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available capital loss carryforwards. Capital losses may be carried forward to offset any capital gains.
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A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise tax.
If for any taxable year the Fund does not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders). Such distributions will be taxable to the shareholders as dividends to the extent of the Fund’s current and accumulated earnings and profits. Such distributions may be eligible for (i) the dividends-received deduction in the case of corporate shareholders or (ii) treatment as “qualified dividend income” in the case of noncorporate shareholders.
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholder’s holding period for Fund shares. An exchange of shares is treated as a sale and any gain may be subject to tax.
The Fund will be required in certain cases to withhold and remit to the U.S. Treasury a percentage (currently 28%) of taxable dividends or of gross proceeds realized upon sale paid to shareholders who have failed to provide a correct taxpayer identification number in the manner required, who are subject to withholding by the Internal Revenue Service (the “IRS”) for failure to include properly on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so, or that they are “exempt recipients.”
Depending upon the extent of the Fund’s activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Fund and its shareholders under such laws may differ from their treatment under federal income tax laws.
Certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in a Fund.
The Fund will send shareholders information each year on the tax status of dividends and distributions. A dividend or capital gains distribution paid shortly after shares have been purchased, although in effect a return of investment, is subject to federal income taxation. Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or reinvested in Fund shares and no matter how long the shareholder has held Fund shares, even if they reduce the NAV of shares below the shareholder’s cost, and thus, in effect, result in a return of a part of the shareholder’s investment.
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Withholding taxes may be imposed on certain types of payments made to “foreign financial institutions” (as specifically defined in the Code) and certain other non-United States entities (including financial intermediaries). A 30% withholding tax is imposed on “withholdable payments” to a foreign financial institution or to a foreign non-financial entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial United States owners or furnishes identifying information regarding each substantial United States owner.
For these purposes, a “withholdable payment” includes any United States source payments of interest, dividends, rents, compensation and other fixed or determinable annual or periodical gains, profits and income. If the payee is a foreign financial institution, it must enter into an agreement with the United States Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain United States persons or United States-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. Non-U.S. investors should consult their tax advisors regarding this legislation and the potential implications of this legislation on their particular circumstances.
FINANCIAL STATEMENTS
The Fund’s audited financial statements for the fiscal period ended October 31, 2017, including the Financial Highlights appearing in the Prospectus, which have been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, are incorporated herein by reference to the Annual Report to shareholders of the Fund dated October 31, 2017. You may request a copy of the Fund’s Annual Report and Semi-Annual Report to shareholders at no charge by calling the Fund at 1-866-884-5868 or by visiting the Fund’s website at www.meehanmutualfunds.com.
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APPENDIX A
TRUSTEES AND OFFICERS
* | 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. |
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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 the Kempner Multi-Cap Deep Value Fund (April 2017 to present)
Principal Executive Officer of Ladder Select Bond Fund (April 2017 to present)
Principal Executive Officer of 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 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) |
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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 (April 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); Fund Accounting Manager (March 2012 to August 2015) of Ultimus Fund Solutions, LLC |
Frank L. Newbauer^
Year of Birth: 1954 |
Since 2012 |
Secretary (July 2017 to present)
Assistant Secretary (2015 to July 2017)
Secretary (2012 to 2015) |
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present) |
Bo J. Howell^
Year of Birth: 1981 |
Since 2014 |
Assistant Secretary (July 2017 to present)
Secretary (2015 to July 2017)
Assistant Secretary (2014) |
President of Valued Advisers Trust (March 2017 to present); Secretary, Unified Series Trust (2016 to present); Secretary, Unified Series Trust (2016 to present); 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). |
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 (January 2015 to present); Senior Paralegal of Unirush, LLC (October 2011 to January 2015) |
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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 |
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APPENDIX B
ULTIMUS MANAGERS TRUST
POLICIES AND PROCEDURES FOR VOTING PROXIES
1. PURPOSE; DELEGATION
The purpose of this memorandum is to describe the policies and procedures for voting proxies received from issuers whose securities are held by each series (individually, a “Fund” and collectively, the “Funds”) of Ultimus Managers Trust (the “Trust”). The Board of Trustees of the Trust (the “Board”) believes that each Fund’s Investment Adviser is in the best position to make individual voting decisions for such Fund. Therefore, subject to the oversight of the Board, each Fund’s Investment Adviser is hereby delegated the duty to make proxy voting decisions for such Fund, and to implement and undertake such other duties as set forth in, and consistent with, these Policies and Procedures.
2. DEFINITIONS
Proxy . A proxy permits a shareholder to vote without being present at annual or special meetings. A proxy is the form whereby a person who is eligible to vote on corporate matters transmits written instructions for voting or transfers the right to vote to another person in place of the eligible voter. Proxies are generally solicited by management, but may be solicited by dissident shareholders opposed to management’s policies or strategies.
Proxy Manager. Proxy manager, as used herein, refers to the individual, individuals or committee of individuals appointed by the investment advisers to each Fund (each, an “Investment Adviser”) as being responsible for supervising and implementing these Policies and Procedures.
3. POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES.
Pursuant to Section 12(d)(1)(E)(iii) of the Investment Company Act of 1940, all proxies from Exchange Traded Funds (“ETFs”) or other Investment Companies voted by a Fund, registered in the name of the Fund, will have the following voting instructions typed on the proxy form: “Vote these shares in the same proportion as the vote of all other holders of such shares. The beneficial owner of these shares is a registered investment company.”
4. POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES
Fiduciary Considerations . Proxies with respect to securities other than ETFs or other investment companies are voted solely in the interests of the shareholders of the Trust. Any conflict of interest must be resolved in the way that will most benefit the shareholders.
Management Recommendations . Since the quality and depth of management is a primary factor considered when investing in a company, the recommendation of management on any issue should be given substantial weight. The vote with respect to most issues presented in proxy statements should be cast in accordance with the position of the company’s management, unless it is determined that supporting management’s position would adversely affect the investment merits of owning the stock. However, each issue should be considered on its own merits, and the position of the company’s management should not be supported in any situation where it is found not to be in the best interests of the Trust’s shareholders.
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5. CONFLICTS OF INTEREST
The Trust recognizes that under certain circumstances an Investment Adviser may have a conflict of interest in voting proxies on behalf of a Fund. Such circumstances may include, but are not limited to, situations where an Investment Adviser or one or more of its affiliates, including officers, directors or employees, has or is seeking a client relationship with the issuer of the security that is the subject of the proxy vote. The Investment Adviser shall periodically inform its employees that they are under an obligation to be aware of the potential for conflicts of interest on the part of the Investment Adviser with respect to voting proxies on behalf of a Fund, both as a result of the employee’s personal relationships and due to circumstances that may arise during the conduct of the Investment Adviser’s business, and to bring any conflict of interest of which they become aware to the attention of the proxy manager. With respect to securities other than ETFs or other investment companies, the Investment Adviser shall not vote proxies relating to such issuers on behalf of a Fund until it has determined that the conflict of interest is not material or a method of resolving such conflict of interest has been determined in the manner described below. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence the Investment Adviser’s decision-making in voting a proxy. Materiality determinations will be based upon an assessment of the particular facts and circumstances. If the proxy manager determines that a conflict of interest is not material, the Investment Adviser may vote proxies notwithstanding the existence of a conflict. If the conflict of interest is determined to be material, either (i) the conflict shall be disclosed to the Trust’s Committee of Independent Trustees (the “Committee”) and the Investment Adviser shall follow the instructions of the Committee or (ii) the Investment Adviser shall vote the issue in question based upon the recommendation of an independent third party under a contractual arrangement approved by the Committee. The proxy manager shall keep a record of all materiality decisions and report them to the Committee on an annual basis.
6. ROUTINE PROPOSALS
Proxies for routine proposals (such as election of directors, selection of independent public accountants, stock splits and increases in capital stock) with respect to securities other than ETFs or other investment companies should generally be voted in favor of management.
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7. PROXY MANAGER APPROVAL
Votes on non-routine matters and votes against a management’s recommendations with respect to securities other than ETFs or other investment companies are subject to approval by the proxy manager.
8. PROXY VOTING PROCEDURES
Proxy voting will be conducted in compliance with the policies and practices described herein and is subject to the proxy manager’s supervision. A reasonable effort should be made to obtain proxy material and to vote in a timely fashion. Each Investment Adviser shall maintain records regarding the voting of proxies under these Policies and Procedures.
9. FORM N-PX
A record of each proxy vote will be entered on Form N-PX. A copy of each Form N-PX will be signed by the President of the Trust. The Form is to be filed by August 31 each year. Each reporting period covered by the Form N-PX runs from July 1 to June 30. The Trust will disclose in its annual and semi-annual reports to shareholders and in its registration statement (in the SAI) filed with the SEC on or after August 31 that each Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available without charge upon request and is also available on the SEC’s Website at www.sec.gov .
10. INVESTMENT ADVISERS’ VOTING PROCEDURES
The Trust acknowledges that the Investment Advisers to the various Funds have adopted voting policies and procedures for their clients that have been delivered to the Trust. To the extent that an Investment Adviser’s policies and procedures are consistent with these Policies and Procedures, the Investment Adviser may implement them with respect to voting proxies on behalf of each Fund managed by such Investment Adviser. However, the provisions of paragraph 5 of these Policies and Procedures relating to conflicts of interest shall supersede any comparable provisions of any Investment Adviser’s policies and procedures.
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APPENDIX C
Edgemoor Investment Advisors, Inc.
Proxy Voting Policy
As part of Firm policy, Edgemoor votes proxies on behalf of its Clients, including the Mutual Fund. A disclosure regarding this policy is included in Edgemoor’s Brochure.
BACKGROUND
Proxy voting is an important right of shareholders; thus, reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. SEC registered investment advisers who exercise voting authority with respect to client securities are required by Rule 206(4)-6 of the Advisers Act to: (1) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an adviser's interests and those of its clients; (2) disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (3) describe to clients a summary of its Proxy Voting Policies and Procedures and, upon request, furnish a copy to its clients; and (4) maintain certain records relating to the adviser's proxy voting activities when the adviser does have proxy voting authority.
PROCEDURE
The CCO will monitor the Firm to ensure it votes Client proxies in compliance with the Firm’s Proxy Voting Guidelines. The Firm’s Proxy Voting Guidelines are in accordance with Rule 206(4)-6 of the Advisers Act.
PROXY VOTING GUIDELINES
Introduction
Edgemoor Investment Advisors, Inc. (“Edgemoor” or “Adviser”), in compliance with the principles of Rule 204-2 of the Advisers Act, has adopted and implemented policies and procedures for voting proxies in the best interest of clients, to describe the procedures to clients, and to tell clients how they may obtain information about how Edgemoor has actually voted their proxies. While decisions about how to vote must be determined on a case-by-case basis, Edgemoor’s general policies and procedures for voting proxies are set forth in its compliance manual, and described in further detail below.
Voting Guidelines
Edgemoor will generally vote with management on routine items. Edgemoor has adopted guidelines for certain types of matters to assist investment personnel in the review and voting of proxies on a case-by-case basis. These guidelines are set forth below:
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1. Corporate Governance
a. Election of Directors and Similar Matters
In an uncontested election, Edgemoor will generally vote in favor of management’s proposed directors. In a contested election, Edgemoor will evaluate proposed directors on a case-by-case basis. With respect to proposals regarding the structure of a company’s Board of Directors, Edgemoor will review any contested proposal on its merits.
Notwithstanding the foregoing, Edgemoor expects to support proposals to:
[ ] Limit directors’ liability and broaden directors’ indemnification rights;
And expects to generally vote against proposals to:
[ ] Adopt or continue the use of a classified Board structure; and
[ ] Add special interest directors to the board of directors (e.g., efforts to expand the board of directors to control the outcome of a particular decision).
b. Audit Committee Approvals
Edgemoor generally supports proposals that help ensure that a company’s auditors are independent and capable of delivering a fair and accurate opinion of a company’s finances. Edgemoor will generally vote to ratify management’s recommendation and selection of auditors.
c. Shareholder Rights
Edgemoor may consider all proposals that will have a material effect on shareholder rights on a case-by-case basis. Notwithstanding the foregoing, Edgemoor expects to generally support proposals to:
[ ] Adopt confidential voting and independent tabulation of voting results; and
[ ] Require shareholder approval of poison pills;
And expects to generally vote against proposals to:
[ ] Adopt super-majority voting requirements; and
[ ] Restrict the rights of shareholders to call special meetings, amend the bylaws or act by written consent.
2. Anti-Takeover Measures, Corporate Restructurings and Similar Matters
Edgemoor may review any proposal to adopt an anti-takeover measure, to undergo a corporate restructuring (e.g., change of entity form or state of incorporation, mergers or acquisitions) or to take similar action by reviewing the potential short and long-term effects of the proposal on the company. These effects may include, without limitation, the economic and financial impact the proposal may have on the company, and the market impact that the proposal may have on the company’s stock.
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Notwithstanding the foregoing, Edgemoor expects to generally support proposals to:
[ ] | Prohibit the payment of greenmail (i.e., the purchase by the company of its own shares to prevent a hostile takeover); |
[ ] | Adopt fair price requirements (i.e., requirements that all shareholders be paid the same price in a tender offer or takeover context), unless the Proxy Manager deems them sufficiently limited in scope; and |
[ ]Require shareholder approval of “poison pills.”
And expects to generally vote against proposals to:
[ ]Adopt classified boards of directors;
[ ]Reincorporate a company where the primary purpose appears to the Proxy Manager to be the creation of takeover defenses; and
[ ]Require a company to consider the non-financial effects of mergers or acquisitions.
3. Capital Structure Proposals
Edgemoor will seek to evaluate capital structure proposals on their own merits on a case-by-case basis.
Notwithstanding the foregoing, Edgemoor expects to generally support proposals to:
[ ] Eliminate preemptive rights.
4. Compensation
a. General
Edgemoor generally supports proposals that encourage the disclosure of a company’s compensation policies. In addition, Edgemoor generally supports proposals that fairly compensate executives, particularly those proposals that link executive compensation to performance. Edgemoor may consider any contested proposal related to a company’s compensation policies on a case by-case basis.
Notwithstanding the foregoing, Edgemoor expects to generally support proposals to:
[ ] Require shareholders approval of golden parachutes; and
[ ] Adopt golden parachutes that do not exceed 1 to 3 times the base compensation of the applicable executives.
And expects to generally vote against proposals to:
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[ ] Adopt measures that appear to the Proxy Manager to arbitrarily limit executive or employee benefits.
5. Stock Option Plans and Share Issuances
Edgemoor evaluates proposed stock option plans and share issuances on a case-by-case basis. In reviewing proposals regarding stock option plans and issuances, Edgemoor may consider, without limitation, the potential dilutive effect on shareholders and the potential short and long-term economic effects on the company. We believe that stock option plans do not necessarily align the interest of executives and outside directors with those of shareholders. We believe that well thought out cash compensation plans can achieve these objectives without diluting shareholders ownership. Therefore, we generally will vote against stock option plans. However, we will review these proposals on a case-by-case basis to determine that shareholders interests are being represented. We certainly are in favor of management, directors and employees owning stock, but prefer that the shares are purchased in the open market.
Notwithstanding the foregoing, Edgemoor expects to generally vote against proposals to:
[ ] Establish or continue stock option plans and share issuances that are not in the best interest of the shareholders.
6. Corporate Responsibility and Social Issues
Edgemoor generally believes that ordinary business matters (including, without limitation, positions on corporate responsibility and social issues) are primarily the responsibility of a company’s management that should be addressed solely by the company’s management. These types of proposals, often initiated by shareholders, may request that the company disclose or amend certain business practices. Edgemoor will consider proposals involving corporate responsibility and social issues on a case-by-case basis.
7. Conflicts
In cases where Edgemoor is aware of a conflict between the interests of a client(s) and the interests of Edgemoor or an affiliated person of Edgemoor (e.g., a portfolio holding is a client or an affiliate of a client of Edgemoor), Edgemoor will take the following steps:
(a) vote matters that are specifically covered by this Proxy Voting Policy (e.g., matters where Edgemoor’s vote is strictly in accordance with this Policy and not in its discretion) in accordance with this Policy; and
(b) for other matters, contact the client for instructions with respect to how to vote the proxy.
8. Disclosure of Proxy Voting Policy
Upon receiving a written request from a client, Edgemoor will provide a copy of this policy within a reasonable amount of time and include required disclosures in its Form ADV 2A. If approved by the client, this policy and any requested records may be provided electronically.
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9. Recordkeeping
Edgemoor shall keep the following records for a period of at least five years, the first two in an easily accessible place:
(i) | A copy of this Policy; |
(ii) | Proxy Statements received regarding client securities; |
(iii) | Records of votes cast on behalf of clients; |
(iv) | Any documents prepared by Edgemoor that were material to making a decision how to vote, or that memorialized the basis for the decision; and |
(v) | Records of client requests for proxy voting information. |
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RISK/RETURN SUMMARY | 1 |
ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS | 8 |
FUND MANAGEMENT | 9 |
HOW THE FUND VALUES ITS SHARES | 11 |
HOW TO BUY SHARES | 12 |
HOW TO REDEEM SHARES | 16 |
DIVIDENDS, DISTRIBUTIONS AND TAXES | 20 |
FINANCIAL HIGHLIGHTS | 21 |
FOR MORE INFORMATION | Back Cover |
RISK/RETURN SUMMARY
Investment Objective
Stralem Equity Fund (the “Fund”) seeks long term capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
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 (as a percentage of amount redeemed on shares held fewer than 60 days) | 1.00% |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 1.03% |
Distribution and/or Service (12b-1) Fees | None |
Other Expenses | 0.25% |
Acquired Fund Fees and Expenses | 0.02% |
Total Annual Fund Operating Expenses (1) | 1.30% |
Less: Management Fee Reductions and/or Expense Reimbursements (2) | (0.33% ) |
Total Annual Fund Operating Expenses After Fee Reductions and/or Expense Reimbursements (1) | 0.97% |
(1) | “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”. |
(2) | Stralem & Company Incorporated (the “Adviser”) has contractually agreed, until March 1, 2019, 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 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 0.95% of the Fund’s average daily net assets. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of three years after such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses (exclusive of such expenses 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 March 1, 2019, this agreement may not be modified or terminated without the approval of the Board of Trustees (the “Board”) of Ultimus Managers Trust (the “Trust”). This agreement will terminate automatically if the Fund’s investment advisory agreement (the “Advisory Agreement”) with the Adviser is terminated. |
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Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year, the operating expenses of the Fund remain the same and the contractual agreement to limit expenses remains in effect only until March 1, 2019. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR | 3 YEARS | 5 YEARS | 10 YEARS |
$99 | $380 | $681 | $1,539 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2017, the Fund’s portfolio turnover rate was 7% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of companies with a market capitalization of $4 billion or greater. The Adviser selects securities of S&P 500 ® Index companies using a structural framework that forms the foundation of the Adviser’s investment philosophy. This framework generally consists of investing in stocks in what the Adviser considers as two categories:
• | “Up Market” Companies: Companies that the Adviser believes are fundamentally solid growth companies. This category is comprised of three sub-categories of stocks that, in the Adviser’s view, typically lead the market when the market is rising: New Industries, New Products and Dominant Firms. |
• | “Down Market” Companies: Companies that the Adviser believes are strong cash flow companies. This category is comprised of two sub-categories of stocks that have, in the Adviser’s opinion, historically preserved capital in a down market: Low Ratio of Price/Cash Flow and High Dividend Yield. |
The Adviser adjusts the balance between Up Market Companies and Down Market Companies, and the balance among sub-categories in each category, depending on the Adviser’s assessment of where the market lies with respect to the current market cycle. In general, the Adviser expects that at least half of the Fund’s portfolio securities will be maintained in Up Market Companies. By adjusting the allocation between Up Market and Down Market Companies during the phases of the market cycle, the Adviser seeks to grow capital in rising markets and preserve capital during declining markets.
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The Adviser takes a bottom-up approach to stock selection and focuses most of its research efforts on security selection within the structural framework. The Adviser uses fundamental analysis and proprietary quantitative analytical tools to identify securities for acquisition or sale, determine sector and category weights and implement risk controls. When researching purchase candidates, the Adviser seeks to identify companies meeting certain criteria including: industry leadership, consistent earnings growth, predictable cash flows, above-average profit margins and strong balance sheets. Once a security is deemed a purchase candidate, it is ultimately selected based on its fit within the structural framework.
Principal Risks
As with any mutual fund investment, there is a risk that you could lose money by investing in the Fund. The success of the Fund’s investment strategy depends largely upon the Adviser’s skill in selecting securities for purchase and sale by the Fund and there is no assurance that the Fund will achieve its investment objective. Because of the investment techniques the Adviser uses, the Fund is designed for investors who are investing for the long term. The Fund is not intended to be a complete investment program. The principal risks of an investment in the Fund are generally described below.
Stock Market Risk. The return on and value of an investment in the Fund will fluctuate in response to stock market movements. Stocks are subject to market risks, such as a rapid increase or decrease in a stock’s value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A company’s share price may decline if a company does not perform as expected, if it is not well managed, if there is a decreased demand for its products or services, or during periods of economic uncertainty or stock market turbulence, among other conditions. In a declining stock market, stock prices for all companies (including those in the Fund’s portfolio) may decline, regardless of their long-term prospects. During periods of market volatility, stock prices can change drastically, and you could lose money over short or long term periods.
Large-Capitalization Company Risk. Large-capitalization companies are generally more mature and may be unable to respond as quickly as smaller companies to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
Mid-Capitalization Company Risk. Investing in mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Mid-capitalization companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources than larger companies. Due to these and other factors, stocks of mid-capitalization companies may be more susceptible to market downturns and other events, and their prices may be more volatile than larger capitalization companies. Because mid-capitalization companies normally have fewer shares outstanding than larger companies, it may be more difficult to buy or sell significant amounts of such shares without an unfavorable impact on prevailing prices. Therefore, the securities of mid-capitalization companies may be subject to greater price fluctuations. Mid-capitalization companies are typically subject to greater changes in earnings and business prospects than larger, more established companies and also may not be widely followed by investors, which can lower the demand for their stock.
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Growth Investing Risk. Growth stocks, which can be priced on future expectations rather than current results, tend to be more expensive relative to their earnings or assets compared with other types of stock. As a result, they tend to be more sensitive to changes in the earnings of their issuers and can be more volatile than the stock of more established issuers.
Dividend Investing Risk. Returns from dividend-paying stocks may underperform the returns from the overall stock market. To the extent the Fund invests in dividend-paying stocks, the Fund’s performance may at times be better or worse than the performance of the mutual funds that focus on other types of stock strategies or have a broader investment style.
Management Style Risk. The portfolio manager’s method of security selection may not be successful and the Fund may underperform relative to other mutual funds that employ similar investment strategies. In addition, the Adviser may select investments that fail to perform as anticipated. The ability of the Fund to meet its investment objective is directly related to the success of the Adviser’s investment process and there is no guarantee that the Adviser’s judgments about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Performance Summary
The bar chart and table that follow provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns for one year, five years, ten years, and since inception compare with those of a broad-based securities market index. For periods prior to October 17, 2016, the performance shown below is for Stralem Equity Fund, a series of Stralem Fund (the “Predecessor Fund”). The Predecessor Fund reorganized into the Fund, effective October 17, 2016, the date the Fund commenced operations. How the Fund and the Predecessor Fund has performed in the past (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information, current through the most recent month end, is available by calling 1-866-822-9555 or by visiting the Fund’s website at www.stralemequityfund.com.
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Annual Total Returns Years Ended December 31
The Fund’s year-to-date return through December 31, 2017 is 16.67%.
Quarterly Returns During This Time Period | |
Highest: | 14.79% (quarter ended September 30, 2009) |
Lowest: | (18.54%) (quarter ended December 31, 2008) |
Average Annual Total Returns (for periods ended December 31, 2016) |
||||
One |
Five |
Ten |
Since Inception
|
|
Year | Years | Years | (January 18, 2000)* | |
Stralem Equity Fund | ||||
Return Before Taxes | 16.67% | 12.07% | 6.69% | 5.91% |
Return After Taxes on Distributions | 14.93% | 7.90% | 4.55% | 4.61% |
Return After Taxes on Distributions and Sale of Fund Shares | 10.87% | 9.05% | 5.10% | 4.68% |
S&P 500® Index (reflects no deduction for fees, expenses or taxes) | 21.83% | 15.79% | 8.50% | 5.47% |
* | January 18, 2000 was the inception date of the Predecessor Fund . |
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After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown above. After- tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as a 401(k) plan or an individual retirement account (IRA).
Management of the Fund
The Investment Adviser
Stralem & Company Incorporated is the Fund’s investment adviser.
Portfolio Managers
The Adviser employs a team of investment professionals as an Investment Committee (the “Investment Committee”) to manage the Fund’s investments. The Investment Committee is responsible for making all decisions regarding investment policy and implementation for the Fund. There is no individual portfolio manager discretion. The members of the Investment Committee are:
Name | Investment Experience with the Fund | Primary Title with Adviser |
Hirschel B. Abelson |
Co-managing since its inception of the Predecessor Fund in 2000 |
Chairman
|
Philippe T. Labaune |
Co-managing since its inception of the Predecessor Fund in 2000 |
Executive Vice President, Director, Trading and Operations |
Adam S. Abelson |
Co-managing since its inception of the Predecessor Fund in 2000 |
Chief Investment Officer, Senior Portfolio Manager |
Andrea Baumann Lustig | Co-managing since 2003 with the Predecessor Fund | President, Director, Private Client Asset Management |
Edward N. Cooper, CFA | Co-managing since 2008 with the Predecessor Fund | Senior Research Analyst Portfolio Manager |
Michael J. Alpert | Co-managing since 2012 with the Predecessor Fund | Portfolio Manager |
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Purchase and Sale of Fund Shares
Minimum Initial Investment Requirement
The minimum initial investment amount is $25,000 for all regular accounts.
Minimum Additional Investment Requirement
The minimum additional investment amount is $100 for all regular accounts.
General Information
You may purchase or redeem (sell) shares of the Fund on each day that the New York Stock Exchange (“NYSE”) is open for business. Transactions may be initiated by written request, by telephone or through your financial intermediary. Written requests to the Fund should be sent to Stralem Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. For more information about purchasing and redeeming shares, please see “How to Buy Shares” and “How to Redeem Shares” in this Prospectus or call 1-866-822-9555 for assistance.
Tax Information
The Fund’s distributions are generally taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or any other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. These payments are sometimes referred to as “revenue sharing”. Ask your salesperson or visit your financial intermediary’s website for more information.
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ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Fund seeks long-term capital appreciation. The Board has reserved the right to change the investment objective of the Fund without shareholder approval upon at least 60 days’ prior written notice to shareholders.
In addition to the strategies and risks described above, the Fund may invest in other types of securities whose risks are described below or in the Fund’s Statement of Additional Information (“SAI”).
Investments in Money Market Instruments and Temporary Defensive Positions. The Fund will typically hold a portion of its assets in cash or cash equivalent securities, including short-term debt securities, repurchase agreements and money market mutual fund shares (“Money Market Instruments”). The Fund may invest in Money Market Instruments to maintain liquidity or pending the selection of investments. From time to time, the Fund also may, but should not be expected to, take temporary defensive positions in attempting to respond to adverse market, economic, political or other conditions, and in doing so, may invest up to 100% of its assets in Money Market Instruments. When the Fund invests in a money market mutual fund, the shareholders of the Fund generally will be subject to duplicative management fees. To the extent the Fund holds other registered investment companies, including money market mutual funds, the Fund will incur acquired fund fees and expenses (as defined by the Securities and Exchange Commission (the “SEC”)). Anytime the Fund takes a temporary defensive position, it may not achieve its investment objective.
CFTC Regulation Risk. To the extent the Fund makes investments regulated by the Commodity Futures Trading Commission (the “CFTC”), the Fund intends to do so in accordance with Rule 4.5 under the Commodity Exchange Act, as amended (the “CEA”). The Trust, on behalf of the Fund, has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 and therefore, the Fund is not subject to registration or regulation as a commodity pool operator under the CEA. If the Fund is unable to comply with the requirements of Rule 4.5, the Fund may be required to modify its investment strategies or be subject to CFTC registration requirements, either of which may have an adverse effect on the Fund.
Additional Information. Whether the Fund is an appropriate investment for an investor will depend largely upon the investor’s financial resources and individual investment goals and objectives. The Fund may not be appropriate for investors who engage in short-term trading and/or other speculative strategies and styles.
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Portfolio Holdings and Disclosure Policy. A description of the Fund’s policies and procedures with respect to the disclosure of its portfolio holdings is available in the Fund’s SAI.
FUND MANAGEMENT
The Investment Adviser
Stralem & Company Incorporated, located at 551 Madison Avenue, 10th Floor, New York, New York 10022, serves as the investment adviser to the Fund. Pursuant to the Advisory Agreement, the Adviser provides the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio. The Adviser is a corporation organized under the laws of Delaware and began operations in November 22, 1966. In addition to managing the Fund, it provides investment advisory services to individuals, trusts, pension and profit sharing plans, and other institutional investors.
For its services, the Fund pays the Adviser a quarterly investment advisory fee (the “Management Fee”) based on the average weekly net assets of the Fund, equal to the annual rates of 1.25% of the first $50 million of such net assets, 1.00% of the next $50 million of such net assets and 0.75% of such net assets in excess of $100 million. The effective Management Fee paid to the Adviser for the most recent fiscal year was 1.03% of the Fund’s average daily net assets. The Adviser has contractually agreed under an expense limitation agreement with the Fund (the “Expense Limitation Agreement”), until March 1, 2019, to reduce its Management Fee 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 1940 Act) to an amount not exceeding 0.95% of the Fund’s average daily net assets. Management Fee reductions and expense reimbursements 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 (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 March 1, 2019, this agreement may not be modified or terminated without the approval of the Board. After March 1, 2019, the Expense Limitation Agreement may continue from year-to-year provided such continuance is approved by the Board. The Expense Limitation Agreement may be terminated by the Adviser or the Board, without approval by the other party, at the end of the then current term upon not less than 90 days’ notice to the other party as set forth in the Expense Limitation Agreement. The Expense Limitation Agreement will terminate automatically if the Fund’s Advisory Agreement with the Adviser is terminated. The net aggregate management fee paid to the Adviser by the Fund for the fiscal year ended October 31, 2017 as a percentage of average net assets was 0.71%.
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A discussion of the factors considered by the Board in its approval of the Fund’s Advisory Agreement with the Adviser, including the Board’s conclusions with respect thereto, is available in the Fund’s Annual Report to shareholders for the period ended October 31, 2017.
The SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and their ownership of shares of the Fund.
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The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (“Ultimus” or the “Transfer Agent”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Fund’s administrator, transfer agent and fund accounting agent. Management and administrative services of Ultimus include (i) providing office space, equipment and officers and clerical personnel to the Fund, (ii) obtaining valuations, calculating net asset values (the “NAVs”) and performing other accounting, tax and financial services, (iii) recordkeeping, (iv) regulatory reporting services, (v) processing shareholder account transactions and disbursing dividends and distributions, and (vi) administering custodial and other third party service provider contracts on behalf of the Fund.
The Distributor
Ultimus Fund Distributors, LLC (the “Distributor”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the Fund’s principal underwriter and serves as the exclusive agent for the distribution of the Fund’s shares. The Distributor may sell the Fund’s shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the Fund.
HOW THE FUND VALUES ITS SHARES
The NAV of the Fund is calculated as of the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) on each day that the NYSE is open for business. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. To calculate NAV, the Fund’s assets are valued and totaled, liabilities are subtracted, and the balance is divided by the number of shares outstanding. The Fund generally values its portfolio securities at their current market values determined on the basis of available market quotations. However, if market quotations are not available or are considered unreliable due to market or other events, portfolio securities will be valued at their fair values, as of the close of regular trading on the NYSE, as determined in good faith under procedures adopted by the Board. When fair value pricing is employed, the prices of securities used by the Fund to calculate its NAV are based on the consideration by the Fund of a number of subjective factors and therefore may differ from quoted or published prices for the same securities. To the extent the assets of the Fund are invested in other open-end investment companies, that are not listed on an exchange the Fund’s NAV is calculated based upon the NAVs reported by such open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
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Your order to purchase or redeem shares is priced at the NAV next calculated after your order is received in proper form by the Fund. An order is considered to be in “proper form” if it includes all necessary information and documentation related to a purchase or redemption request, and payment in full of the purchase amount.
HOW TO BUY SHARES
Shares are available for purchase from the Fund every day the NYSE is open for business, at the NAV next calculated after receipt of a purchase order in proper form. The Fund reserves the right to reject any purchase request and suspend its offering at any time. Investors who purchase shares through a broker-dealer or other financial intermediary may be charged a fee by such broker-dealer or intermediary. The Fund mails you confirmations of all purchases or redemptions of Fund shares if shares are purchased directly through the Fund. Certificates representing shares are not issued.
Minimum Initial Investment
The minimum initial investment for regular accounts in the Fund is $25,000. The minimum subsequent investment is $100. These minimum investment requirements may be waived or reduced for any reason at the discretion of the Fund.
Opening an Account
An account may be opened by mail or bank wire if it is submitted in proper form, as follows:
By Mail. To open a new account by mail:
• | Complete and sign the account application |
• | Enclose a check payable to the Stralem Equity Fund. |
• | Mail the application and the check to the Transfer Agent at the following address: |
Stralem Equity Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246-0707
Shares will be issued at the NAV next computed after receipt of your application and check. All purchases must be made in U.S. dollars and checks must be drawn on U.S. financial institutions. The Fund does not accept cash, drafts, “starter” checks, travelers checks, credit card checks, post-dated checks, cashier’s checks under $10,000, or money orders. In addition, the Fund does not accept checks made payable to third parties. When shares are purchased by check, the proceeds from the redemption of those shares will not be paid until the purchase check has been converted to federal funds, which could take up to 15 calendar days from the date of purchase. If an order to purchase shares is canceled because your check does not clear, you will be responsible for any resulting losses or other fees incurred by the Fund or the Transfer Agent in the transaction.
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By sending your check to the Transfer Agent, please be aware that you are authorizing the Transfer Agent to make a one-time electronic debit from your account at the financial institution indicated on your check. Your bank account will be debited as early as the same day the Transfer Agent receives your payment in the amount of your check; no additional amount will be added to the total. The transaction will appear on your bank statement. Your original check will be destroyed once processed, and you will not receive your canceled check back. If the Transfer Agent cannot post the transaction electronically, you authorize the Transfer Agent to present an image copy of your check for payment.
By Wire. To open a new account by wire of federal funds, call the Transfer Agent at 1-866-822-9555 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist you in obtaining an account application, which must be completed, signed and faxed (or mailed) to the Transfer Agent before payment by wire will be accepted.
The Fund requires advance notification of all wire purchases in order to ensure that the wire is received in proper form and that your account is subsequently credited in a timely fashion. Failure to notify the Transfer Agent prior to the transmittal of the bank wire may result in a delay in purchasing shares of the Fund. An order, following proper advance notification to the Transfer Agent, is considered received when the Fund’s custodian, receives payment by wire. If your account application was faxed to the Transfer Agent, you must also mail the completed account application to the Transfer Agent on the same day the wire payment is made. See “Opening an Account – By Mail” above. Your financial institution may charge a fee for wiring funds. Shares will be issued at the NAV next computed after receipt of your wire in proper form.
Through Your Broker or Financial Institution. Shares of the Fund may be purchased through certain brokerage firms and financial institutions that are authorized to accept orders on behalf of the Fund at the NAV next determined after your order is received by such organization in proper form. These organizations are authorized to designate other intermediaries to receive purchase orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives the order in proper form. These organizations may charge you transaction fees on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Fund. These organizations may be the shareholders of record of your shares. The Fund is not responsible for ensuring that the organizations carry out their obligations to their customers. Shareholders investing in this manner should look to the organization through which they invest for specific instructions on how to purchase and redeem shares.
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Subsequent Investments
Once an account is open, additional purchases of Fund shares may be made at any time in any amount. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
• | By sending a check, made payable to Stralem 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 1-866-822-9555 before wiring funds. |
• | Through your brokerage firm or other financial institution. |
Automatic Investment Plan and Direct Deposit Plans
You may make automatic monthly investments in the Fund from your bank, savings and loan, or other depository institution. The minimum investments under the automatic investment plan must be at least $100 under the plan and are made on the 15th and/or last business day of the month. The Transfer Agent currently pays the costs of this service, but reserves the right, upon 30 days written notice, to make reasonable charges. Your depository institution may impose its own charge for making transfers from your account.
Your employer may offer a direct deposit plan which will allow you to have all or a portion of your paycheck transferred automatically to purchase shares of the Fund. Social Security recipients may have all or a portion of their social security check transferred automatically to purchase shares of the Fund. Please call 1-866-822-9555 for more information about the automatic investment plan and direct deposit plans.
Purchases in Kind
The Fund may accept securities in lieu of cash in payment for the purchase of shares of the Fund. The acceptance of such securities is at the sole discretion of the Adviser based upon the suitability of the securities as an investment for the Fund, the marketability of such securities, and other factors which the Fund may deem appropriate. If accepted, the securities will be valued using the same criteria and methods utilized for valuing securities to compute the Fund’s NAV.
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Customer Identification and Verification
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account:
• | Name; |
• | Date of birth (for individuals); |
• | Residential or business street address (although post office boxes are still permitted for mailing); and |
• | Social security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your driver’s license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above.
After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund also may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed. In that case, your redemption proceeds may be worth more or less than your original investment. The Fund will not be responsible for any loss incurred due to the Fund’s inability to verify your identity.
Frequent Trading Policies
Frequent purchases and redemptions of Fund shares by a shareholder may harm other Fund shareholders by interfering with the efficient management of the Fund’s portfolio, increasing brokerage and administrative costs, and potentially diluting the value of the Fund’s shares. The Fund does not accommodate frequent purchases or redemptions of Fund shares that result in disruptive trading.
The Board has adopted policies and procedures in an effort to detect and prevent disruptive trading, including market timing in the Fund. The Fund, through its service providers, monitors shareholder- trading activity to ensure it complies with the Fund’s policies. The Fund prepares reports illustrating purchase and redemption activity to detect disruptive trading activity. When monitoring shareholder purchases and redemptions, the Fund does not apply a quantitative definition to frequent trading. Instead the Fund uses a subjective approach that permits it to reject any purchase orders that it believes may be indicative of market timing or disruptive trading. The right to reject a purchase order applies to any purchase order, including a purchase order placed by financial intermediaries. The Fund may also modify any terms or conditions of purchase of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Fund’s policies and procedures to prevent disruptive trading activity are applied uniformly to all shareholders. These actions, in the Board’s opinion, should help reduce the risk of abusive trading in the Fund.
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When financial intermediaries establish omnibus accounts in the Fund for their clients, the Fund reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or disruptive trading. If the Fund detects potentially disruptive trading activity, the Fund will seek the assistance of the intermediary to investigate that trading activity and take appropriate action, including prohibiting additional purchases of Fund shares by the intermediary and/or its client. Each intermediary that offers the Fund’s shares through an omnibus account has entered into an information sharing agreement with the Fund designed to assist the Fund in stopping future disruptive trading. Intermediaries may apply frequent trading policies that differ from those described in this Prospectus. If you invest in the Fund through an intermediary, please read that firm’s program materials carefully to learn of any rules or fees that may apply.
Although the Fund has taken steps to discourage frequent purchases and redemptions of Fund shares, it cannot guarantee that such trading will not occur.
HOW TO REDEEM SHARES
Shares of the Fund may be redeemed on any day on which the Fund computes its NAV. Shares are redeemed at their NAV next determined after the Transfer Agent receives your redemption request in proper form as described below. Redemption requests may be made by mail or by telephone.
By Mail. You may redeem shares by mailing a written request to Stralem Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Written requests must state the shareholder’s name, the account number and the shares or dollar amount to be redeemed and be signed exactly as the shares are registered with the Fund.
Signature Guarantees. If the shares to be redeemed have a value of greater than $50,000, or if the payment of the proceeds of a redemption of any amount is to be sent to a person other than the shareholder of record or to an address other than that on record with the Fund, you must have all signatures on written redemption requests guaranteed. If the name(s) or the address on your account has changed within the previous 15 days of your redemption request, the request must be made in writing with your signature guaranteed, regardless of the value of the shares being redeemed. The Transfer Agent will accept signatures guaranteed by a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution that participates in the Securities Transfer Agents Medallion Program (“STAMP”) sponsored by the Securities Transfer Association. Signature guarantees from financial institutions that do not participate in STAMP will not be accepted. A notary public cannot provide a signature guarantee. The Transfer Agent has adopted standards for accepting signature guarantees from the above institutions. The Fund and the Transfer Agent reserve the right to amend these standards at any time without notice.
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Redemption requests by corporate and fiduciary shareholders must be accompanied by appropriate documentation establishing the authority of the person seeking to act on behalf of the account. Forms of resolutions and other documentation to assist in compliance with the Transfer Agent’s procedures may be obtained by calling the Transfer Agent.
By Telephone. Unless you specifically decline the telephone redemption privilege on your account application, you may also redeem shares having a value of $50,000 or less by telephone by calling the Transfer Agent at 1-866-822-9555.
Telephone redemptions may be requested only if the proceeds are to be sent to the shareholder of record and mailed to the address on record with the Fund. Account designations may be changed by sending the Transfer Agent a written request with all signatures guaranteed as described above. Upon request, redemption proceeds of $100 or more may be transferred electronically from an account you maintain with a financial institution by an Automated Clearing House (“ACH”) transaction, and proceeds of $1,000 or more may be transferred by wire, in either case to the account registration stated on the account application. Shareholders may be charged a fee of $15 by the Fund’s custodian for outgoing wires.
The Transfer Agent requires personal identification before accepting any redemption request by telephone, and telephone redemption instructions may be recorded. If reasonable procedures are followed by the Transfer Agent, neither the Transfer Agent nor the Fund will be liable for losses due to unauthorized or fraudulent telephone instructions. In the event of drastic economic or market changes, a shareholder may experience difficulty in redeeming shares by telephone. If such a case should occur, redemption by mail should be considered.
Through Your Broker or Financial Institution. You may also redeem your shares through a brokerage firm or financial institution that has been authorized to accept orders on behalf of the Fund at the NAV next determined after your order is received by such organization in proper form. The Fund calculates its NAV as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern Time). Your brokerage firm or financial institution may require a redemption request to be received, in proper form, at an earlier time during the day in order for your redemption to be effective as of the day the order is received. These organizations may be authorized to designate other intermediaries to act in this capacity. Such an organization may charge you transaction fees on redemptions of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who redeem shares directly through the Transfer Agent.
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Receiving Payment
The length of time the Fund typically expects to pay redemption proceeds is the same regardless of whether the payment is made by check, wire or ACH. The Fund typically expects to pay redemption proceeds for shares redeemed within the following days after receipt by the Transfer Agent of a redemption request in proper form:
• | 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. |
Payment of redemption proceeds may take longer than the time the Fund typically expects and may take up to 7 days as permitted under the 1940 Act. Under unusual circumstances as permitted by the SEC, the Fund may suspend the right of redemption or delay payment of redemption proceeds for more than 7 days. When shares are purchased by check or through ACH, the proceeds from the redemption of those shares will not be paid until the purchase check or ACH transfer has been converted to federal funds, which could take up to 15 calendar days.
Redemption Fee. A redemption fee of 1.00% of the dollar value of the shares redeemed, payable to the Fund, is imposed on any redemption of Fund shares occurring within 60 days of the date of purchase. Redemption fees may be waived for the reasons listed below or in the sole discretion of the Fund’s Adviser after considering the circumstances related to the redemption and the Adviser’s management of the Fund’s portfolio. No redemption fee will be imposed on the involuntary redemption of accounts below the minimum investment amount, the redemption of shares representing reinvested dividends or capital gains distributions, or on amounts representing capital appreciation of shares. In determining whether a redemption fee is applicable to a particular redemption, it is assumed that the redemption is first of shares acquired pursuant to the reinvestment of dividends and capital gains distributions, and next of other shares held by the shareholder for the longest period of time.
The redemption fee is waived on required distributions from IRA accounts due to the shareholder reaching age 70½, and for any partial or complete redemption following death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code) of a shareholder named on the account. This exemption is available only for shares held at the time of death or initial determination of disability and if the Fund is notified of the requested exemption at the time of the redemption request. The Fund may also require further documentation in connection with these waivers.
The redemption fee is also waived for shareholders systematically redeeming Fund shares under the automatic withdrawal plan (see “Automatic Withdrawal Plan” below).
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Minimum Account Balance
Due to the high cost of maintaining shareholder accounts, the Fund may involuntarily redeem shares in an account, and pay the proceeds to the shareholder, if the shareholder’s account balance falls below $25,000 due to shareholder redemption(s). Such automatic redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the minimum initial investment amount solely because of a decline in the Fund’s NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 days to purchase additional shares to meet the minimum account balance requirement.
Automatic Withdrawal Plan
If the shares in your account have a value of at least $5,000, you (or another person you have designated) may receive monthly or quarterly payments in a specified amount of not less than $100 each. There is currently no charge for this service, but the Transfer Agent reserves the right, upon 30 days written notice, to make reasonable charges. Telephone the Transfer Agent toll-free at 1-866-822-9555 for additional information.
Other Redemption Information
Generally, all redemptions will be paid in cash. The Fund typically expects to satisfy redemption requests by using holdings of cash or cash equivalents or selling portfolio assets. On a less regular basis and if the Advisor believes it is in the best interest of the Fund and its shareholders not to sell portfolio assets, the Fund may satisfy redemption requests by borrowing money as permitted under the 1940 Act. These methods normally will be used during both regular and stressed market conditions. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind.” Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Fund’s net assets). A redemption in kind will consist of securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Fund’s holdings to the redeeming shareholder within 7 days after the Fund’s receipt of the redemption order in proper form. If the Fund redeems your shares in kind, you will bear the market risks associated with maintaining or selling the securities that are transferred as redemption proceeds. In addition, when you sell these securities, you will pay taxes and brokerage charges associated with selling the securities.
Stock Split
At the Predecessor Fund Board of Trustees meeting held on December 12, 2012, the Predecessor Fund Board of Trustees authorized a stock split effective February 22, 2013 for those shareholders that held shares on February 21, 2013 (the “Record Date”). The split was a ten-for-one stock split in the form of a stock dividend of 9 additional shares for each share held on the Record Date. Confirmations of the stock split were provided to all Record Date shareholders. The stock split was a non-taxable event under the Internal Revenue Code and had no impact to the value of your account. If you have any questions regarding the stock split, please call the Transfer Agent at 1-866-822-9555.
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DIVIDENDS, DISTRIBUTIONS AND TAXES
Income dividends and net capital gain distributions, if any, are normally declared and paid annually by the Fund in December. Your distributions of dividends and capital gains will be automatically reinvested in additional shares of the Fund unless you elect to receive them in cash. The Fund’s distributions of income and capital gains, whether received in cash or reinvested in additional shares, will be subject to federal income tax.
The Fund has qualified and plans to continue to qualify as a regulated investment company for federal income tax purposes, and as such, will not be subject to federal income tax on its taxable income and gains that it distributes to its shareholders. The Fund intends to distribute its income and gains in such a way that it will not be subject to a federal excise tax on certain undistributed amounts.
Distributions attributable to ordinary income and short-term capital gains are generally taxed as ordinary income, although certain income dividends may be taxed to non- corporate shareholders at long-term capital gains rates. In the case of corporations that hold shares of the Fund, certain income from the Fund may qualify for a 50% dividends- received deduction. Distributions of long-term capital gains are generally taxed as long- term capital gains, regardless of how long you have held your Fund shares.
When you redeem Fund shares, you will generally realize a capital gain or loss as long as you hold the shares as capital assets. Except for investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, and tax-exempt investors that do not borrow to purchase Fund shares, any gain realized on a redemption of Fund shares will be subject to federal income tax.
You will be notified by February 15th of each year about the federal tax status of distributions made by the Fund during the prior year. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes.
Federal law requires the Fund to withhold taxes on distributions paid to shareholders who fail to provide a social security number or taxpayer identification number or fail to certify that such number is correct. Foreign shareholders may be subject to special withholding requirements.
Because everyone’s tax situation is not the same, you should consult your tax professional about federal, state and local tax consequences of an investment in the Fund.
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FINANCIAL HIGHLIGHTS
This financial highlights table is intended to help you understand the Fund’s and the Predecessor Fund’s financial performance for the past 5 fiscal years. Certain information reflects financial results for a single share of the Fund. The total returns in the table represent the rate that an investor would have earned on an investment in the Fund and Predecessor Fund (assuming reinvestment of all dividends and distributions). This information for the fiscal year ended October 31, 2017 has been audited by Cohen & Company, Ltd., the Fund’s Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements are included in the Annual Report to shareholders, which is available upon request. The information for the fiscal year ended October 31, 2015 and earlier were audited by the Predecessor Fund’s auditor.
STRALEM EQUITY FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each year) | ||||||||||||||||||||
Year Ended October 31, | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 (a) | ||||||||||||||||
Net asset value, beginning of year | $ | 10.52 | $ | 15.53 | $ | 17.45 | $ | 16.77 | $ | 14.10 | ||||||||||
Income from investment operations: | ||||||||||||||||||||
Net investment income | 0.12 | 0.22 | 0.23 | 0.24 | 0.27 | |||||||||||||||
Net gain on investments | 1.49 | 0.24 | 0.34 | 1.70 | 2.87 | |||||||||||||||
Total from investment operations | 1.61 | 0.46 | 0.57 | 1.94 | 3.14 | |||||||||||||||
Less distributions: | ||||||||||||||||||||
Dividends from net investment income | (0.17 | ) | (0.25 | ) | (0.25 | ) | (0.26 | ) | (0.25 | ) | ||||||||||
Distributions from net realized gains | (1.43 | ) | (5.22 | ) | (2.24 | ) | (1.00 | ) | (0.22 | ) | ||||||||||
Total distributions | (1.60 | ) | (5.47 | ) | (2.49 | ) | (1.26 | ) | (0.47 | ) | ||||||||||
Proceeds from redemption fees collected | 0.00 | (b) | 0.00 | (b) | 0.00 | (b) | 0.00 | (b) | 0.00 | (b) | ||||||||||
Net asset value, end of year | $ | 10.53 | $ | 10.52 | $ | 15.53 | $ | 17.45 | $ | 16.77 | ||||||||||
Total return (c) | 17.36 | % | 4.72 | % | 3.43 | % | 12.18 | % | 22.97 | % | ||||||||||
Ratios/supplemental data: | ||||||||||||||||||||
Net assets, end of year (000’s) | $ | 136,841 | $ | 142,965 | $ | 190,800 | $ | 318,237 | $ | 365,022 | ||||||||||
Ratio of total expenses to average net assets | 1.28 | % | 1.42 | % | 1.21 | % | 1.12 | % | 1.09 | % | ||||||||||
Ratio of net expenses to average net assets (d) | 0.95 | % | 0.98 | % | 0.98 | % | 0.98 | % | 0.98 | % | ||||||||||
Ratio of net investment income to average net assets (d) | 1.03 | % | 1.52 | % | 1.17 | % | 1.27 | % | 1.61 | % | ||||||||||
Portfolio turnover rate | 7 | % | 8 | % | 33 | % | 19 | % | 14 | % |
(a) | Per share amounts reflect the 10:1 stock split effective February 22, 2013. |
(b) | Amount rounds to less than $0.01 per share. |
(c) | Total return is the measure of the change in value of an investment in the Fund over the periods covered, which assumes any dividends or capital gains distributions are reinvested in shares of the Fund. Returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions or the redemption of Fund shares. The total returns would be lower if the Adviser had not reduced advisory fees and/or reimbursed expenses. |
(d) |
Ratio was determined after advisory fee reductions and/or expense reimbursements by the Investment Adviser. |
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PRIVACY NOTICE
FACTS |
WHAT DOES THE STRALEM EQUITY FUND (the “Fund”) DO WITH YOUR PERSONAL INFORMATION? |
Why? |
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? |
The types of personal information we collect and share depend on the product or service you have with us. This information can include: ▪ Social Security number ▪ Assets ▪ Retirement Assets ▪ Transaction History ▪ Checking Account Information ▪ Purchase History ▪ Account Balances ▪ Account Transactions ▪ Wire Transfer Instructions When you are no longer our customer, we continue to share your information as described in this notice. |
How? |
All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information |
Does the Fund share? | Can you limit this sharing? |
For our everyday business purposes — Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes |
No |
For our marketing purposes — to offer our products and services to you |
No |
We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes — information about your transactions and experiences |
No |
We don’t share |
For our affiliates’ everyday business purposes — information about your creditworthiness |
No |
We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? |
Call 1-866-822-9555 |
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Who we are | |
Who is providing this notice? |
Stralem Equity 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? |
Federal law gives you the right to limit only ▪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. |
Definitions | |
Affiliates |
Companies related by common ownership or control. They can be financial and nonfinancial companies. ▪ Stralem & Company Incorporated, the investment adviser to the Fund, could be deemed to be an affiliate. |
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. |
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FOR ADDITIONAL INFORMATION
Additional information about the Fund is included in the SAI, which is incorporated by reference in its entirety.
Additional information about the Fund’s investments is available in the Fund’s Annual and Semi-Annual Reports to shareholders. In the Fund’s Annual Report, you will find a discussion of the market conditions and strategies that significantly affected the Fund’s performance during its last fiscal year.
To obtain a free copy of the SAI, the Annual, and Semi-Annual Reports or other information about the Fund, or to make inquiries about the Fund, please call Toll-Free:
1-866-822-9555
This Prospectus, the SAI, and the most recent shareholder reports are also available without charge on the Fund’s website at www.stralemequityfund.com or upon written request to:
Stralem Equity Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, Ohio 45246-0707
Only one copy of a Prospectus or an Annual or Semi-Annual Report will be sent to each household address. This process, known as “Householding,” is used for most required shareholder mailings. (It does not apply to confirmations of transactions and account statements, however). You may, of course, request an additional copy of a Prospectus or an Annual or Semi-Annual Report at any time by calling or writing the Fund or by downloading free of charge at www.stralemequityfund.com . You may also request that Householding be eliminated from all your required mailings.
Information about the Fund (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-202-551-8090. Reports and other information about the Fund are available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at http://www.sec.gov . Copies of information on the Securities and Exchange Commission’s Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov , or by writing to: Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549-1520.
Investment Company Act File No. 811-22680
Statement of Additional Information
February 28, 2018
STRALEM EQUITY FUND (STEFX)
Series of
ULTIMUS MANAGERS TRUST
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
This Statement of Additional Information (“SAI”) should be read in conjunction with the Prospectus for the Stralem Equity Fund (the “Fund”) dated February 28, 2018, which may be supplemented from time to time (the “Prospectus”). This SAI is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of the Fund should be made solely upon the information contained herein. Copies of the Prospectus may be obtained without charge, upon request, by writing the Fund at P.O Box 46707, Cincinnati, Ohio 45246-0707, by calling toll-free 1-866-822-9555, or by visiting the Fund's website at www.stralemequityfund.com .
TABLE OF CONTENTS
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS | 2 |
INVESTMENT RESTRICTIONS | 13 |
CALCULATION OF SHARE PRICE | 15 |
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION | 15 |
SPECIAL SHAREHOLDER SERVICES | 16 |
MANAGEMENT OF THE TRUST | 17 |
INVESTMENT ADVISER | 22 |
PORTFOLIO TRANSACTIONS | 25 |
THE DISTRIBUTOR | 27 |
OTHER SERVICE PROVIDERS | 27 |
GENERAL INFORMATION | 29 |
ADDITIONAL TAX INFORMATION | 34 |
FINANCIAL STATEMENTS | 37 |
APPENDIX A | 38 |
APPENDIX B | 42 |
APPENDIX C | 45 |
STATEMENT OF ADDITIONAL INFORMATION
Stralem Equity Fund (the “Fund”) is a diversified series of Ultimus Managers Trust (the “Trust”), an open-end management investment company. The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012.The Fund’s investments are managed by Stralem & Company Incorporated (the “Adviser”). For further information on the Fund, please call 1-866-822-9555. Stralem Equity Fund, a series of Stralem Fund (the “Predecessor Fund”) was reorganized into the Trust on October 17, 2016. All references to the Fund for fiscal years prior to October 31, 2016 refer to the Predecessor Fund.
ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS
Information contained in this SAI expands upon information contained in the Prospectus. All investments in securities and other financial instruments involve a risk of financial loss. No assurance can be given that the Fund’s investment programs will be successful. Investors should carefully review the descriptions of the Fund’s investments and associated risks described in the Prospectus and this SAI. No investment in shares of the Fund should be made without first reading the Prospectus.
General Investment Risks. Prices of securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all securities, which could also result in losses for the Fund. Market declines may continue for an indefinite period, and investors should understand that during temporary or extended bear markets, the value of equity securities, including securities held by the Fund, can decline.
Economic and Regulatory Risks. Although the United States (“U.S.”) economy has seen improvement over the years, economic growth has been slow and uneven. In response to the global financial crisis that began to unfold in 2007, the U.S. and other governments and the Federal Reserve and other foreign central banks took steps to support financial markets, including by keeping interest rates at historically low levels. It is unclear how long this support will last and at what levels. Recently the Federal Reserve has been willing to allow interest rates to rise, if only moderately. Further reduction or withdrawal of support by the U.S. and the Federal Reserve and/or by other governments and their central banks, or investor perception that such efforts or support are not succeeding could negatively affect financial markets generally, as well as result in higher interest rates, increase market volatility, and reduce the value and liquidity of certain securities, including securities held by the Fund.
In addition, policy and legislative changes in the U.S. and in other countries have been implemented that are affecting many aspects of the financial markets and imposing additional regulatory requirements. Given the broad scope, sweeping nature, and relatively recent enactment of some of these changes, the potential impact they could have on securities held by the Fund is unclear and may not be fully known for some time. These changes and any future regulatory change could adversely affect the Fund.
Cybersecurity Risk. The Fund and its service providers may be subject to operational and information security risks resulting from breaches in cybersecurity. A breach in cybersecurity refers to both intentional and unintentional events that may cause the Fund to lose or compromise confidential information, suffer data corruption or lose operational capacity. Breaches in cybersecurity include, among other things, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other operational disruptions. Successful cybersecurity breaches of the Fund and/or the Fund’s investment adviser, distributor, custodian, the transfer agent or other third party services providers may adversely impact the Fund and its shareholders. For instance, a successful cybersecurity breach may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its net asset value ("NAV"), cause the release of private personal shareholder information, impede trading, subject the Fund to regulatory fines or financial losses, and/or cause reputational damage. The Fund relies on third-party service providers for many of the day-to-day operations, and is therefore subject to the risk that the protections and protocols implemented by those service providers will be ineffective in protecting the Funds from cybersecurity breaches. Similar types of cybersecurity risks are also present for issuers of securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund’s investments in such companies to lose value. There is no guarantee the Fund will be successful in protecting against cybersecurity breaches.
2
Equity Securities. The equity portion of the Fund’s portfolio will generally be comprised of U.S. common stock. In addition to U.S. common stock, the Fund’s equity investments may include preferred stock, securities convertible into common stock, and foreign stock. The Fund’s equity investments may include securities traded on domestic exchanges or on the over-the-counter (“OTC”) market. The prices of equity securities in which the Fund invests may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund to potential losses. In addition, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund. Market declines may continue for an indefinite period, and investors should understand that during temporary or extended bear markets, the value of equity securities, including securities held by the Fund, will likely decline.
Common Stock. The Fund may purchase common stock. Prices of common stock may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose stock the Fund owns, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Fund potential loss. In addition, regardless of any one company’s particular prospects, a declining stock market may produce a decline in prices for all stocks, which also result in losses for the Fund. Market declines may continue for any indefinite period, and investors should understand that during temporary or extended bear markets, the value of common stocks will likely decline.
Convertible Securities. In addition to common and preferred stocks, the Fund may invest in securities convertible into common stock such as convertible bonds, convertible preferred stocks, and warrants. Convertible bonds are fixed income securities that may be converted at a stated price within a specified period into a certain quantity of the common stock of the same or a different issuer. Convertible bonds are senior to common stocks in an issuer's capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also provides the investor the opportunity, through its conversion feature, to participate in the capital appreciation of the underlying common stock. Like other debt securities, the value of a convertible bond tends to vary inversely with the level of interest rates. However, to the extent that the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible bond will be increasingly influenced by its conversion value (the security's worth, at market value, if converted into the underlying common stock). Although to a lesser extent than with fixed-income securities, the market value of convertible bonds tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible bonds tends to vary with fluctuations in the market value of the underlying common stock. A unique feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.
3
Preferred Stock. The Fund may invest in preferred stock. Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stock owners but after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock. Preferred stocks may include the obligation to pay a stated dividend. The price of preferred stocks could depend more on the size of the dividend than on the company’s performance. If a company fails to pay the dividend, its preferred stock is likely to drop in price. Changes in interest rates can also affect the price of preferred stock.
Warrants and Rights. The Fund may purchase warrants and rights, or it may acquire ownership of such investments by virtue of its ownership of common stocks.
Warrants are essentially options to purchase equity securities at specific prices and are valid for a specific period. Rights are similar to warrants but generally have a short duration and are distributed directly by the issuer to its shareholders. The holders of warrants and rights have no voting rights, and receive no dividends, with respect to the equity interests underlying warrants or rights, and will have no rights with respect to the assets of the issuer, until the warrant or right is exercised. Investments in warrants and rights involve certain risks, including the possible lack of a liquid market for resale, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach or have reasonable prospects of reaching a level at which the warrant or right can be prudently exercised (in which event the warrant or right may expire without being exercised, resulting in a loss of the Fund’s entire investment therein).
Short Selling of Securities. The Fund may engage in short selling of securities. In a short sale of securities, the Fund sells stock that it does not own, making delivery with securities “borrowed” from a broker. The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. This price may or may not be less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender any dividends and/or interest, which accrues during the period that the short sale remains open. In order to borrow the security, the Fund may also have to pay a fee, which would increase the cost of selling a security short. The proceeds of the short sale may be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out, or the proceeds may be released to the Fund and invested in additional securities.
The Fund will incur a loss because of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. Excluding any dividend and/or interest payments, the Fund will realize a gain if the security declines in price between those two dates. The amount of any gain will be decreased and the amount of any loss will be increased by any dividends and/or interest the Fund may be required to pay in connection with the short sale.
In a short sale, the seller does not own the securities sold and is said to have a short position in those securities until the position is closed out. The Fund must deposit in a segregated account with the Fund’s custodial bank an amount of cash and/or liquid assets sufficient to cover the Fund’s short positions. While the short position is open, the Fund monitors daily the segregated account’s balance to ensure that it meets the relevant collateral requirements.
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The Fund may also engage in short sales if at the time of the short sale the Fund owns or has the right to obtain without additional cost an equal amount of the security being sold short. This investment technique is known as a short sale “against the box”. The Fund does not intend to engage in short sales against the box for investment purposes. The Fund may, however, make a short sale against the box as a hedge, when the investment manager believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security), or when the Fund wants to sell the security at an attractive current price. In such case, any future losses in the Fund’s long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the Fund owns. There will be certain additional transaction costs associated with short sales against the box, but the Fund will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales.
Foreign Securities. The Fund may invest in securities issued by foreign governments or foreign corporations directly or indirectly through exchange traded funds (“ETFs”) or derivative transactions (e.g., foreign currency futures). The Fund may invest in securities of foreign issuers that trade on U.S. and foreign stock exchanges or in the form of American Depositary Receipts (“ADRs”).ADRs are receipts that evidence ownership of underlying securities issued by a foreign issuer. ADRs are generally issued by a U.S. bank or trust company to U.S. buyers as a substitute for direct ownership of a foreign security and are traded on U.S. Exchanges. ADRs, in registered form, are designed for use in the U.S. securities markets. ADRs may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security. The depositary of an unsponsored ADR is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights with respect to the deposited security. Investments in ADRs are subject to risks similar to those associated with direct investments in foreign securities. The Fund intends to invest primarily in foreign securities that are listed on U.S. stock exchanges.
The Fund defines foreign securities as any security issued by a company that meets at least one of the following criteria at the time of purchase:
• | The company is organized under the laws of a foreign country. |
• | The company maintains its principal place of business in a foreign country. |
• | The principal trading market for the company’s securities is located in a foreign country. |
• | During its most recent fiscal year, at least 50% of the company’s revenues or profits were derived from operations in foreign countries. |
• | During its most recent fiscal year, at least 50% of the company’s assets were located in foreign countries |
Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. The performance of foreign markets does not necessarily track U.S. markets. Foreign investments may be affected favorably or unfavorably by changes in currency rates and exchange control regulations. There may be less publicly available information about a foreign company than about a U.S. company, and foreign companies may not be subject to accounting, auditing and financial reporting standards, and requirements comparable to those applicable to U.S. companies. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit less liquidity and greater price volatility than securities of U.S. companies. There may be less governmental supervision of securities markets, brokers, and issuers of securities than in the U.S. Investments in foreign securities may also be subject to other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets, restrictions on foreign investment and repatriation of capital, imposition of withholding taxes on dividend or interest payments, currency blockage (which would prevent cash from being brought back to the U.S.), limits on proxy voting and difficulty in enforcing legal rights outside the U.S. Currency exchange rates and regulations may cause fluctuation in the value of foreign securities. In addition, foreign securities, and dividends and interest payable on those securities, may be subject to foreign taxes, including taxes withheld from payments on those securities.
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Real Estate Securities. The Fund will not invest directly in real estate, but may invest directly or indirectly in readily marketable securities issued by companies that invest in real estate or interests therein. The Fund may also invest in readily marketable interests in real estate investment trusts (“REITs”). REITs are generally publicly traded on national stock exchanges and 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.
The Fund may invest in global real estate companies outside the U.S. These companies include, but are not limited to, companies with similar characteristics to the REIT structure, in which revenue consists primarily of rent derived from owned, income producing real estate properties, dividend distributions as a percentage of taxable net income are high (generally greater than 80%), debt levels are generally conservative and income derived from development activities is generally limited.
Debt Securities. The Fund may invest in corporate debt securities and U.S. Government obligations. Corporate securities include, but are not limited to, debt obligations offered by public or private corporations either registered or unregistered. The market value of such securities may fluctuate in response to interest rates and the creditworthiness of the issuer. A debt instrument’s credit quality depends on the issuer’s ability to pay interest on the security and repay the debt; the lower the credit rating, the greater the risk that the security’s issuer will default. The credit risk of a security may also depend on the credit quality of any bank or financial institution that provides credit enhancement for the security. In the case of corporate debt, the Fund will normally purchase investment grade securities, meaning securities rated BBB or better by Standard & Poor’s Ratings Group (“S&P”), Baa or better by Moody’s Investors Service (“Moody’s”) or any comparable rating by another nationally recognized statistical rating organization (“NRSRO”) or, if unrated, as determined by the Adviser to be of comparable quality.
U.S. Government Obligations. “U.S. Government obligations” include securities, which are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. Government, and by various instrumentalities, which have been established or sponsored by the U.S. Government. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government. U.S. Treasury obligations include Treasury Bills, Treasury Notes, and Treasury Bonds. Treasury Bills have initial maturities of one year or less; Treasury Notes have initial maturities of one to ten years; and Treasury Bonds generally have initial maturities of greater than ten years.
Agencies and instrumentalities established by the U.S. Government include the Federal Home Loan Banks, the Federal Land Bank, the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Small Business Administration, the Bank for Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing Bank, the Federal Farm Credit Banks, the Federal Agricultural Mortgage Corporation, the Resolution Funding Corporation, the Financing Corporation of America and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. Government while others are supported only by the credit of the agency or instrumentality, which may include the right of the issuer to borrow from the U.S. Treasury. In the case of U.S. Government obligations not backed by the full faith and credit of the U.S. Government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the U.S. Government itself in the event the agency or instrumentality does not meet its commitment. U.S. Government obligations are subject to price fluctuations based upon changes in the level of interest rates, which will generally result in all those securities changing in price in the same way, i.e., all those securities experiencing appreciation when interest rates decline and depreciation when interest rates rise. Any guarantee of the U.S. Government will not extend to the yield or value of the Fund’s shares.
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Investment Companies. The Fund may invest in securities of other investment companies, both open-end and closed-end, including, without limitation, money market funds and ETFs. Generally, under the Investment Company Act of 1940, as amended (the “1940 Act”), a fund may not acquire shares of another investment company if, immediately after such acquisition, (i) a fund would hold more than 3% of the other investment company’s total outstanding shares, (ii) a fund’s investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) more than 10% of a fund’s total assets would be invested in investment companies. Under certain conditions, a fund may invest in registered and unregistered money market funds in excess of these limitations. The Fund expects to rely on Rule 12d1-1 under the 1940 Act when purchasing shares of a money market fund. Under Rule 12d1-1, the Fund may generally invest without limitation in money market funds as long as the Fund pays no sales charge (“sales charge”), as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, charged in connection with the purchase, sale, or redemption of securities issued by the money market fund (“service fee”); or the Adviser reduces its management fee in an amount necessary to offset any sales charge or service fee. The Fund expects to rely on Section 12(d)(1)(F) of the 1940 Act when purchasing shares of other investment companies that are not money market funds. Under Section 12(d)(1)(F), the Fund may generally acquire shares of another investment company unless, immediately after such acquisition, the Fund and its affiliated persons would hold more than 3% of the investment company’s total outstanding stock (the “3% Limitation”). To the extent the 3% Limitation applies to an investment the Fund wishes to make, the Fund may be prevented from allocating its investments in the manner that the Adviser considers optimal. Also, under the 1940 Act, to the extent that the Fund relies upon Section 12(d)(1)(F) in purchasing securities issued by another investment company, the Fund must either seek instructions from its shareholders with regard to the voting of all proxies with respect to its investment in such securities and vote such proxies only in accordance with the instructions, or vote the shares held by it in the same proportion as the vote of all other holders of the securities. In the event that there is a vote of investment company shares held by the Fund in reliance on Section 12(d)(1)(F), the Fund intends to vote such shares in the same proportion as the vote of all other holders of such securities. Investments in other investment companies subject the Fund to additional operating and management fees and expenses. For example, Fund investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Fund’s direct fees and expenses.
Exchange Traded Funds. The Fund may invest in one or more ETFs. Index-based ETFs are typically investment companies that hold a portfolio of common stock generally designed to track the performance of a particular index or market sector. Alternatively, ETFs may be actively managed pursuant to a particular investment strategy, similar to other non-index based investment companies. ETFs are traded on a securities exchange based on their market value. ETFs sell and redeem their shares at NAV in large blocks (typically 50,000 of its shares) called “creation units.” Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary market like ordinary stocks in lots of any size at any time during the trading day. ETFs are traded on a securities exchange based on their market value.
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An investment in an ETF generally presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded), including the risk that the general level of stock prices, or that the prices of stocks within a particular sector, may increase or decline, thereby affecting the value of the shares of an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional investment companies: (i) the market price of the ETF’s shares may trade at a discount to the ETF’s NAV, and as a result, ETFs may experience more price volatility than other types of portfolio investments and such volatility could negatively impact the NAV of the Fund; (ii) an active trading market for an ETF’s shares may not develop or be maintained; (iii) trading of an ETF’s shares may be halted if the listing exchange deems such action appropriate; and (iv) ETF shares may be delisted from the exchange on which they trade, or “circuit breakers” by the exchange (which are tied to large decreases in stock prices) may temporarily halt trading. ETFs are also subject to the risks of the underlying securities or sectors that the ETF is designed to track.
Because ETFs and pools that issue similar instruments bear various fees and expenses, the Fund will pay a proportionate share of these expenses, as well as transaction costs, such as brokerage commissions. As with traditional investment companies, ETFs charge asset-based fees, although these fees tend to be relatively low as compared to other types of investment companies. ETFs do not charge initial sales loads or redemption fees and investors pay only customary brokerage fees to buy and sell ETF shares.
The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies (such as the Fund) in excess of some of the limits discussed above under the section entitled “Investment Companies”. The Fund may invest in ETFs that have received such exemptive orders from the SEC, pursuant to the conditions specified in such orders. In accordance with Section 12(d)(1)(F)(i) of the 1940 Act, the Fund may also invest in ETFs that have not received such exemptive orders and in other investment companies in excess of these limits, as long as the Fund (and all of its affiliated persons, including the Adviser) do not acquire more than 3% of the total outstanding stock of such ETF or other investment company, unless otherwise permitted to do so pursuant to permission granted by the SEC. In purchasing ETFs, the Fund will be subject to the 3% Limitation unless (i) the ETF or the Fund has received an order for exemptive relief from the 3% Limitation from the SEC that is applicable to the Fund; and (ii) the ETF and the Fund take appropriate steps to comply with any conditions in such order. The SEC has issued such exemptive orders to numerous ETFs and their investment advisers, which permit investment companies, including the Fund, to invest in such ETFs (“Exempted ETFs”) beyond the 3% Limitation, subject to certain terms and conditions, including that such investment companies enter into an agreement with the Exempted ETF. The Fund may enter into such agreements with one or more Exempted ETFs so that the Fund will be permitted to invest in such Exempted ETFs in excess of the 3% Limitation. If the Fund seeks to redeem shares of an ETF or other investment company purchased in reliance on Section 12(d)(1)(F), the investment company is not obligated to redeem an amount exceeding 1% of the investment company’s outstanding shares during a period of less than 30 days.
The market value of an ETF’s shares may differ from its NAV. This difference in price may be due to the fact that the supply and demand in the market for ETF shares at any point in time is not always identical to the supply and demand in the market for the ETF’s underlying basket of securities. Accordingly, there may be times when an ETF trades at a premium (creating the risk that the Fund pays more than NAV for an ETF when making a purchase) or discount (creating the risks that the Fund’s NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Leveraged and Inverse ETF Risk. Leveraged and inverse ETFs involve additional risks and considerations not present in traditional ETFs. Typically, shares of an index-based ETF are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse ETFs (also called “short ETFs” or “bear ETFs”), shares are expected to increase in value as the value of the underlying benchmark decreases, similar to holding short positions in the underlying benchmark. Leveraged ETFs seek to deliver multiples (e.g., 2X or 3X) of the performance of the underlying benchmark, typically by using derivatives in an effort to amplify returns (or decline, in the case of inverse ETFs) of the underlying benchmark. While leveraged ETFs may offer the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater.
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Leveraged and inverse ETFs “reset” over short periods of time, meaning they are designed to deliver their stated returns only for the length of their reset periods (typically daily), and are not designed to deliver their returns intraday or over periods longer than the stated reset period. Because of the structure of these products, their rebalancing methodologies and the math of compounding, extended holdings beyond the reset period can lead to results very different from a simple doubling, tripling, or inverse of the benchmark's average return over the same period of time. This difference in results can be magnified in volatile markets. Further, leveraged and inverse ETFs may have lower trading volumes or may be less tax efficient than traditional ETFs and may be subject to additional regulation. To the extent that leveraged or inverse ETFs invest in derivatives, investments in such ETFs will be subject to the risks of investments in derivatives. For these reasons, leveraged and inverse ETFs are typically considered to be riskier investments than traditional ETFs.
Options. The Fund may purchase and write, or sell, put and call options on securities. The Fund may buy and sell options for a number of purposes, including hedging, or speculative purposes. For example, it may do so to try to manage its exposure to the possibility that the prices of its portfolio securities may decline, or to establish a position in the securities market as a substitute for purchasing individual securities. Buying puts and writing covered calls may be used to hedge the Fund’s portfolio against price fluctuations. Buying call options tends to increase the Fund’s exposure to the securities market. The Fund may write a call or put option only if the option is “covered” by the Fund’s holding a position in the underlying securities or by other means, which would permit immediate satisfaction of the Fund’s obligation as writer of the option. The purchase and writing of options involves certain risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options market, the Fund may be unable to close out a position.
Special Risk Factors of Options. Transactions in derivative instruments such as options involve a risk of loss or depreciation due to: unanticipated adverse changes in securities prices, interest rates, indices, the other financial instruments’ prices or currency exchange rates; the inability to close out a position; default by the counterparty; imperfect correlation between a position and the desired hedge (if the derivative instrument is being used for hedging purposes); tax constraints on closing out positions; and portfolio management constraints on securities subject to such transactions. The loss on derivative instruments (other than purchased options) may substantially exceed the amount invested in these instruments. In addition, the entire premium paid for purchased options may be lost before they can be profitably exercised. Transaction costs are incurred in opening and closing positions.
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The Fund’s use of certain derivative instruments will have the economic effect of financial leverage. Financial leverage magnifies exposure to the swings in prices of an asset underlying a derivative instrument and results in increased volatility, which means the Fund will have the potential for greater gains, as well as the potential for greater losses, than if the Fund does not use derivative instruments that have a leveraging effect. Leveraging tends to magnify, sometimes significantly, the effect of any increase or decrease in the Fund’s exposure to an asset and may cause the Fund’s NAV to be volatile. For example, if the Adviser seeks to gain enhanced exposure to a specific asset through a derivative instrument providing leveraged exposure to the asset and that derivative instrument increases in value, the gain to the Fund will be magnified; however, if that investment decreases in value, the loss to the Fund will be magnified. A decline in the Fund’s assets due to losses magnified by the derivative instruments providing leveraged exposure may require the Fund to liquidate portfolio positions to satisfy its obligations, to meet redemption requests or to meet asset segregation requirements when it may not be advantageous to do so. There is no assurance that the Fund’s use of derivative instruments providing enhanced exposure will enable the Fund to achieve its investment objective.
The Fund’s success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the assets underlying the derivative instrument and the Fund’s assets.
OTC derivative instruments involve an increased risk that the issuer or counterparty will fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. Certain purchased OTC options, and assets used as cover for written OTC options, may be considered illiquid. The ability to terminate OTC derivative instruments may depend on the cooperation of the counterparties to such contracts. For thinly traded derivative instruments, the only source of price quotations may be the selling dealer or counterparty. The use of derivatives is a highly specialized activity that involves skills different from conducting ordinary portfolio securities transactions. There can be no assurance that the Adviser’s use of derivative instruments will be advantageous to the Fund.
Money Market Instruments. The Fund may invest in money market instruments. Money market instruments may include U.S. Government obligations or corporate debt obligations (including those subject to repurchase agreements) as described herein, if they mature in thirteen months or less from the date of acquisition and are otherwise eligible for purchase by the Fund. Money market instruments also may include Banker’s Acceptances, Certificates of Deposit of domestic branches of U.S. banks, Commercial Paper, Variable Amount Demand Master Notes (“Master Notes”), and shares of money market investment companies.
Banker’s Acceptances are time drafts drawn on and “accepted” by a bank, which are the customary means of effecting payment for merchandise sold in import-export transactions and are a source of financing used extensively in international trade. When a bank “accepts” such a time draft, it assumes liability for its payment. When the Fund acquires a Banker’s Acceptance, the bank which “accepted” the time draft is liable for payment of interest and principal when due. The Banker’s Acceptance, therefore, carries the full faith and credit of such bank.
Certificate of Deposit (“CD”) is an unsecured interest-bearing debt obligation of a bank. CDs acquired by the Fund would generally be in amounts of $100,000 or more.
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Commercial Paper is an unsecured, short-term debt obligation of a bank, corporation, or other borrower. Commercial Paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument. The Fund will invest in Commercial Paper only if it is rated in the highest rating category by any NRSRO or, if not rated, if the issuer has an outstanding unsecured debt issue rated in the three highest categories by any NRSRO or, if not so rated, is of equivalent quality in the Adviser’s assessment. Commercial Paper may include Master Notes of the same quality.
Master Notes are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest. Master Notes are acquired by the Fund only through the Master Note program of the Fund’s custodian, acting as administrator thereof. The Adviser will monitor, on a continuous basis, the earnings power, cash flow and other liquidity ratios of the issuer of a Master Note held by the Fund. The Fund may invest in shares of money market investment companies to the extent permitted by the 1940 Act.
Repurchase Agreements . The Fund may invest in repurchase agreements. A repurchase agreement transaction occurs when an investor purchases a security (normally a U.S. government security), then resells it to the vendor (normally a member bank of the Federal Reserve or a registered government securities dealer) and is required to deliver the security (and/or securities substituted for them under the repurchase agreement) to the vendor on an agreed upon date in the future. The repurchase price exceeds the purchase price by an amount that reflects an agreed upon market interest rate effective for the period during which the repurchase agreement is in effect. Delivery pursuant to the resale normally will occur within one to seven days of the purchase. Repurchase agreements are considered “loans” under the 1940 Act, collateralized by the underlying security. The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving as security for repurchase obligations. The Adviser will consider the creditworthiness of the vendor. If the vendor fails to pay the agreed upon resale price on the delivery date, the Fund will retain or attempt to dispose of the collateral. The Fund’s risk is that such default may include any decline in value of the collateral to an amount, which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on the collateral. The Fund will not enter into any repurchase agreement that would cause more than 15% of its net assets to be invested in repurchase agreements that extend beyond seven days.
Illiquid Securities . The Fund may invest in illiquid securities, but will limit its investment in illiquid securities to no more than 15% of its net assets. Illiquid securities are securities that may be difficult to sell promptly (generally within seven days) at approximately their current value because of a lack of an available market and other factors. Under the supervision of the Board of Trustees (the “Board”), the Adviser determines the liquidity of the Fund’s investments and, through reports from the Adviser, the Board monitors investments in illiquid instruments on an ongoing basis. If through a change in values, net assets, or other circumstances, the Fund was in a position where more than 15% of its net assets were invested in illiquid securities, it would seek to take appropriate steps to protect liquidity. The sale of some illiquid and other types of securities may be subject to legal restrictions.
If the Fund invests in securities for which there is no ready market, it may not be able to readily sell such securities. Such securities are unlike securities that are traded in the open market which can be expected to be sold immediately if the market is adequate. The sale price of illiquid securities once realized may be lower or higher than the Adviser’s most recent estimate of their fair market value. Generally, less public information is available about the issuers of such securities than about companies whose securities are publicly traded.
Restricted Securities. Within its limitation on investment in illiquid securities, the Fund may purchase restricted securities that generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering. Where registration is required, the Fund may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Fund may be permitted to sell a security under an effective registration statement. If during such a period adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to seek registration of the security.
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Certain restricted securities are illiquid unless it is determined, based upon a review of the trading markets for a specific restricted security, that such restricted security is liquid because it is so-called “4(2) commercial paper” or is otherwise eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“144A Securities”). Investing in 144A Securities may decrease the liquidity of the Fund’s portfolio to the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Subject to the oversight of the Board, 144A Securities determined by the Adviser to be liquid in accordance with procedures adopted by the Board shall not be deemed “illiquid securities.”
Borrowing Money. The Fund may, to the extent permitted under the 1940 Act, borrow money in order to meet redemption requests or for extraordinary or emergency purposes. Borrowing involves the creation of a liability that requires the Fund to pay interest. In the event the Fund should ever borrow money under these conditions, such borrowing could increase the Fund’s costs and thus reduce the value of the Fund’s assets. In an extreme case, if the Fund’s current investment income were not sufficient to meet the interest expense of borrowing, it could be necessary for the Fund to liquidate certain of its investments at an inappropriate time.
Lending of Portfolio Securities. In order to generate additional income, the Fund may lend portfolio securities in an amount up to 33⅓% of its total assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities that the Adviser has determined are creditworthy under guidelines established by the Trustees. In determining whether the Fund will lend securities, the Adviser will consider all relevant facts and circumstances. The Fund may not lend securities to any company affiliated with the Adviser. Each loan of securities will be collateralized by cash, securities, or letters of credit. The Fund might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Fund cash or cash equivalent collateral, or provide to the Fund an irrevocable letter of credit equal in value to at least 100% of the value of the securities loaned. While the loan is outstanding, the borrower will pay the Fund any dividends or interest paid on the loaned securities, and the Fund may invest the cash collateral to earn additional income. Alternatively, the Fund may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral or a letter of credit. It is anticipated that the Fund may share with the borrower some of the income received on the collateral for the loan or the Fund will be paid a premium for the loan. Loans are subject to termination at the option of the Fund or the borrower, at any time the Fund may pay reasonable administrative and custodial fees in connection with a loan, and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower fail financially. If the Fund invests the cash collateral from the borrower, there is the risk that such investment may result in a financial loss. In such an event, the Fund would be required to repay the borrower out the Fund’s assets.
Where voting rights with respect to the loaned securities pass with the lending of the securities, the Adviser intends to call the loaned securities to vote proxies, or to use other practicable and legally enforceable means to obtain voting rights, when the Adviser believes a material event affecting the loaned securities will occur or the Adviser otherwise believes it necessary to vote.
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Operational Risk. An investment in the Fund involves operational risk arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. Any of these failures or errors could result in a loss or compromise of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there is no guarantee that the Fund will not suffer losses due to operational risk.
Temporary Defensive Positions. The Fund may from time to time take temporary defensive positions that are inconsistent with its principal investment strategies. If the Adviser believes a temporary defensive position is warranted in view of market conditions, the Fund may hold cash or invest up to 100% of its assets in high-quality short-term government or corporate obligations, money market instruments or shares of money market mutual funds. Taking a temporary defensive position may prevent the Fund from achieving its investment objective.
Portfolio Turnover . The portfolio turnover rate for the Fund is calculated by dividing the lesser of the Fund’s purchases or sales of portfolio securities for the year by the monthly average value of the securities. The Fund’s portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may be affected by cash requirements for redemption of shares. High portfolio turnover rates will generally result in higher transaction costs to the Fund, including brokerage commissions, and may result in additional tax consequences to the Fund’s shareholders. For the fiscal years below, the portfolio turnover rates for the Fund were:
Fiscal Year Ended October 31 | Portfolio Turnover Rate |
2017 | 7% |
2016 | 8% |
INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment limitations that may not be changed without the affirmative vote of a majority of the outstanding shares of the Fund. As used in the Prospectus and this SAI, the term “majority” of the outstanding shares of the Fund means the lesser of (1) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding voting securities of the Fund. Unless otherwise indicated, percentage limitations apply at the time of purchase of the applicable securities. See the Prospectus for more information about the Fund’s investment objective and investment strategies, each of which are not fundamental and may be changed without shareholder approval.
Fundamental Restrictions. As a matter of fundamental policy:
1. Borrowing Money . The Fund will not borrow money except as permitted under the 1940 Act. For example, subject to the restrictions of the 1940 Act the Fund may borrow money from banks to meet redemption requests or for extraordinary or emergency purposes.
2. Senior Securities . The Fund will not issue senior securities, except as permitted by the 1940 Act, the rules, and regulations promulgated thereunder or interpretations of the SEC or its staff.
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3. Underwriting . The Fund will not act as underwriter, except to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws or in connection with investments in other investment companies.
4. Real Estate . The Fund will not directly purchase or sell real estate. This limitation is not applicable to investments in marketable securities, which are secured by or represent interests in real estate. This limitation does not preclude the Fund from holding or selling real estate acquired because of the Fund’s ownership of securities or other instruments, investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including real estate investment trusts).
5. Commodities . The Fund will not purchase or sell commodities unless acquired because of ownership of securities or other investments. This limitation does not preclude the Fund from purchasing or selling options, forward contracts, or futures contracts, including those relating to indices, or options on futures contracts or indices, or from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities.
6. Loans . The Fund will not make loans to other persons, provided that the Fund may lend its portfolio securities in an amount up to 33⅓% of total Fund assets, and provided further that, for purposes of this restriction, investment in U.S. Government obligations, short-term commercial paper, certificates of deposit, bankers’ acceptances, repurchase agreements and any other lending arrangement permitted by the 1940 Act, any rules and regulations promulgated thereunder or interpretations of the SEC or its staff shall not be deemed to be the making of a “loan”. For purposes of this limitation, the term “loans” shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other debt securities.
7. Concentration . The Fund will not invest more than 25% of its total assets in a particular industry. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. Government (including its agencies and instrumentalities) or state or municipal governments and their political subdivisions (other than revenue bonds issued in connection with an identifiable industry; e.g., healthcare or education) or repurchase agreements with respect thereto, or investments in registered investment companies.
With respect to the “fundamental” and investment restrictions above, if a percentage limitation or standard is adhered to at the time of investment, a later increase or decrease in percentage or departure from the standard resulting from any change in value or net assets or other factors will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase); provided, however, that the treatment of the fundamental restrictions related to borrowing money and issuing senior securities are exceptions to this general rule and are monitored on an ongoing basis.
Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements standby commitments and trading practices which would be deemed to involve the issuance of a senior security, including options, futures and forward contracts, with appropriate earmarking or segregation of assets to cover such obligation.
The 1940 Act permits the Fund to borrow money from banks in an amount up to one-third of its total assets (including the amount borrowed) less its liabilities (not including any borrowings but including the fair market value at the time of computation of any other senior securities then outstanding). In general, the Fund may not issue any class of senior security, except that the Fund may (i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% for all Fund borrowings and in the event such asset coverage falls below 300% the Fund will within three days (excluding holidays and Sundays) or such longer period as the SEC may prescribe by rules and regulation, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%, and (ii) engage in trading practices which could be deemed to involve the issuance of a senior security, including options, futures, forward contracts and reverse repurchase agreements, provided that the Fund earmarks or segregates liquid assets in accordance with applicable SEC regulations and interpretations.
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CALCULATION OF SHARE PRICE
The share price or NAV of shares of the Fund is determined as of the close of the regular session of trading on the New York Stock Exchange (the “NYSE”) on each day the NYSE is open for trading. Currently, the NYSE is open for trading on every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
For purposes of computing the Fund’s NAV, securities are valued at market value as of the close of regular trading on the NYSE (normally, 4:00 p.m. Eastern Time) on each business day the NYSE is open. Securities listed on the NYSE or other exchanges are valued on the basis of their last sale prices on the exchanges on which they are primarily traded. If there are no sales on that day, the securities are valued at the mean of the closing bid and ask prices on the NYSE or other primary exchange for that day. National Association of Securities Dealers Automated Quotations (“NASDAQ”) listed securities are valued at the NASDAQ Official Closing Price. If there are no sales on that day, the securities are valued at the mean of the most recently quoted bid and ask prices as reported by NASDAQ. Securities traded in the OTC market are valued at the last sale price, if available, otherwise at the mean of the most recently quoted bid and ask prices. In the event that market quotations are not readily available or are considered unreliable due to market or other events, securities and other assets are valued at fair value as determined in good faith in accordance with procedures adopted by the Board. Fixed-income securities are normally valued on the basis of prices obtained from independent third-party pricing services approved by the Board, which are generally determined with consideration given to institutional bid and last sale prices and take into account security prices, yield, maturity, call features, ratings, institutional sized trading in similar groups of securities and developments related to specific securities. Foreign securities are normally valued on the basis of fair valuation prices obtained from independent third-party pricing services approved by the Board, which are generally determined with consideration given to any change in price of the foreign security and any other developments related to the foreign security since the last sale price on the exchange on which such foreign security primarily traded and the close of regular trading on the NYSE. One or more pricing services may be utilized to determine the value of securities held by the Fund. The methods used by independent pricing services and the quality of valuations so established are reviewed by the Adviser and the Fund’s administrator under the general supervision of the Board. To the extent the assets of the Fund are invested in other open-end investment companies that are registered under the 1940 Act and not traded on an exchange, the Fund’s NAV is calculated based upon the NAVs reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Fund are offered for sale on a continuous basis. Shares are sold and redeemed at their NAV, as next determined after receipt of the purchase or redemption order in proper form.
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The Fund may suspend the right of redemption or postpone the date of payment for shares during a period when: (a) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (b) the NYSE is closed for other than customary weekend and holiday closings; (c) the SEC has by order permitted these suspensions; or (d) an emergency exists as a result of which: (i) disposal by the Fund of securities owned by it is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of its assets.
The Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in kind”. Redemptions in kind will be made only under extraordinary circumstances and if the Fund deems it advisable for the benefit of all shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Fund’s net assets). A redemption in kind will consist of liquid securities equal in market value to the Fund shares being redeemed, using the same valuation procedures that the Fund uses to compute its NAV. Redemption in kind proceeds will typically be made by delivering a pro-rata amount of the Fund’s holdings that are readily marketable securities to the redeeming shareholder as required by the 1940 Act. If the Fund redeems your shares in kind, you will bear the market risks associated with maintain or selling the securities paid as redemption proceeds. In addition, when you sell these securities, you will pay taxes and brokerage charges associated with selling the securities.
SPECIAL SHAREHOLDER SERVICES
As noted in the Prospectus, the Fund offers the following shareholder services:
Regular Account. The regular account allows voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others, investors are free to make additions to and withdrawals from their account as often as they wish. When an investor makes an initial investment in the Fund, a shareholder account is opened in accordance with the investor’s registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or a redemption, the shareholder will receive a confirmation statement showing the current transaction.
Automatic Investment Plan. The automatic investment plan enables investors to make regular periodic investments in shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Fund’s transfer agent will automatically charge the checking account for the amount specified ($100 minimum) which will be automatically invested in shares at the NAV on or about the fifteenth or the last business day of the month, or both. The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Fund.
Transfer of Registration. To transfer shares to another owner, send a written request to Stralem Equity Fund, c/o Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Your request should include the following: (i) the Fund name and existing account registration; (ii) signature(s) of the registered owner(s) exactly as the signature(s) appear(s) on the account registration; (iii) if it is for a new account, a completed account application, or if it is an existing account, the account number; (iv) Medallion signature guarantees (See the heading “How to Redeem Shares – Signature Guarantees” in the Prospectus); and (v) any additional documents that are required for transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring shares, call or write the Fund.
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MANAGEMENT OF THE TRUST
Overall responsibility for management and supervision of the Fund and the Trust rests with the Board. The members of the Board (the “Trustees”) who are elected by the Trust’s shareholders or are existing members of the Board as permitted under the 1940 Act and the Declaration of Trust (“Declaration of Trust”). The Trustees serve for terms of indefinite duration until death, resignation, retirement, or removal from office. The Trustees, in turn, elect the officers of the Trust to actively supervise the Trust’s day-to-day operations. The officers are elected annually. Certain officers of the Trust also may serve as Trustees.
The Trust will be managed by the Trustees in accordance with the laws of the State of Ohio governing business trusts. There are currently four Trustees, three of whom are not “interested persons”, as defined by the 1940 Act, of the Trust (the “Independent Trustees”). The Independent Trustees receive compensation for their services as Trustees and attendance at meetings of the Board. Officers of the Trust receive no compensation from the Trust for performing the duties of their offices.
Attached in Appendix A is a list of the Trustees and executive officers of the Trust, their year of birth and address, their present position with the Trust, and their principal occupation during the past five years. Those Trustees who are “interested persons” as defined in the 1940 Act and those Trustees who are Independent Trustees are identified in the table.
Leadership Structure and Qualifications of Trustees
The Board consists of four Trustees, three of whom are Independent Trustees. The Board is responsible for the oversight of the series, or funds, of the Trust. In addition to the Fund, the Trust consists of the following series:
• | 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; |
• | Barrow Value Opportunity Fund managed by Barrow Street Advisors LLC of Stamford, Connecticut; |
• | Blue Current Global Dividend Fund managed by Edge Advisors, LLC, of Atlanta, Georgia; |
• | Cincinnati Asset Management Funds: Broad Market Strategic Income Fund managed by Cincinnati Asset Management, Inc. of Cincinnati, Ohio; |
• | HVIA Equity Fund managed by Hudson Valley Investment Advisors, Inc. of Goshen, New York; |
• | Kempner Multi-Cap Deep Value 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 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; |
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• | Ryan Labs Core Bond Fund and Ryan Labs Long Credit Fund managed by Ryan Labs Asset Management Inc. of New York, New York; |
• | Topturn OneEighty Fund managed by Topturn Fund Advisors, LLC of Monterey, California; |
• | Wavelength Interest Rate Neutral Fund managed by Wavelength Capital Management, LLC of New York, New York; and |
• | Waycross Long/Short Equity Fund managed by Waycross Partners, LLC of Louisville, Kentucky. |
The Board has engaged the above-named investment advisers to oversee the day-to-day management of the Trust’s series. The Board is responsible for overseeing these investment advisers and the Trust’s other service providers in the operations of the Trust in accordance with the 1940 Act, other applicable federal and state laws, and the Declaration of Trust.
The Board meets at least four times throughout the year. The Board generally meets in person, but may meet by telephone as permitted by the 1940 Act. In addition, the Trustees may meet in person or by telephone at special meetings or on an informal basis at other times. The Independent Trustees also meet at least quarterly without the presence of any representatives of management.
Board Leadership . The Board is led by its Chairman, Mr. John J. Discepoli, who is also an Independent Trustee. The Chairman generally presides at all Board Meetings, facilitates communication and coordination between the Trustees and management, and also reviews meeting agendas for the Board and the information provided by management to the Trustees. The Chairman works closely with Trust counsel and counsel to the Independent Trustees. The Chairman is also assisted by the Trust’s President, who, with the assistance of the Trust’s other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Fund’s service providers.
The Board believes that its leadership structure, including having an Independent Trustee serve as Chairman and three out of four Trustees as Independent Trustees, is appropriate and in the best interests of the Trust. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
Board Committee . The Board has established a Committee of Independent Trustees (the “Committee”), the principal functions of which are: (i) to appoint, retain and oversee the Trust’s independent registered public accounting firm; (ii) to meet separately with the independent registered public accounting firm and receive and consider a report concerning its conduct of the audit, including any comments or recommendations it deems appropriate; (iii) to select and nominate all persons to serve as Independent Trustees; (iv) to act as the Trust’s qualified legal compliance committee (“QLCC”), as defined in the regulations under the Sarbanes-Oxley Act; and (v) to act as a proxy voting committee if called upon under the Trust’s Proxy Voting Policies and Procedures when a matter with respect to which a series of the Trust is entitled to vote presents a conflict between the interest of the series’ shareholders, on the one hand, and those of the series’ investment manager on the other hand. In selecting and nominating persons to serve as Independent Trustees, the Committee will not consider nominees recommended by shareholders of the Trust. Messrs. David M. Deptula and John J. Discepoli, and Ms. Janine L. Cohen are the members of the Committee. Mr. Deptula is the Chairman of the Committee and presides at its meetings. The Committee met seven times during the Fund’s prior fiscal year.
Qualifications of the Trustees . The Committee reviews the experience, qualifications, attributes, and skills of potential candidates for nomination or election by the Board. In evaluating a candidate for nomination or election as a Trustee, the Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Committee believes contribute to the oversight of the Trust’s affairs. The Board has concluded, based on each Trustee’s experience, qualifications, attributes, or skills on both an individual basis and in combination with the other Trustees, that each Trustee is qualified to serve on the Board. The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Adviser, other service providers, legal counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees support this conclusion. In determining that a particular Trustee is and will continue to be qualified to serve as a Trustee, the Board considers a variety of criteria, none of which, in isolation, is controlling.
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In addition to the Trustee qualifications listed above, each of the Trustees has additional Trustee qualifications including, among other things, the experience identified in the “Trustees and Executive Officers” table included in Appendix A and as follows:
Interested Trustee
Robert G. Dorsey is a co-founder of Ultimus Fund Solutions, LLC (“Ultimus”) and Ultimus Fund Distributors, LLC (the “Distributor”). Mr. Dorsey has served as President and Managing Director of both, Ultimus and the Distributor, since their founding in 1999. Mr. Dorsey has over 30 years of experience in the mutual fund servicing industry. He holds a B.S. from Christian Brothers University and is a Certified Public Accountant (inactive). Mr. Dorsey has been a Trustee since February 2012.
Independent Trustees
John J. Discepoli is the owner of Discepoli Financial Planning, LLC, a personal financial planning firm. He founded the firm in November 2004. Mr. Discepoli has over 15 years of experience in the financial services industry. He holds a B.B.A. in Accounting from the University of Notre Dame and received a certificate from the Executive Development Program of Northwestern University – Kellogg School of Management. Mr. Discepoli is a Certified Public Accountant and Personal Financial Specialist. Mr. Discepoli has been the Chairman since May 2016 and a Trustee since June 2012.
David M. Deptula has served as Vice President of Legal and Special Projects for Dayton Freight Lines, Inc. since February 1, 2016. Prior to that position, Mr. Deptula was Vice President of Tax Treasury for Standard Register, Inc. (a company that provides solutions for companies to manage their critical communications, previously The Standard Register Company) since November 2011. (Standard Register, Inc., a newly formed subsidiary of Taylor Corporation, purchased assets of The Standard Register Company on July 31, 2015.) Prior to joining Standard Register, Mr. Deptula was a Tax Partner at Deloitte Tax LLP (“Deloitte”). Mr. Deptula joined Deloitte in 1984 and remained with Deloitte until October of 2011. During his tenure at Deloitte, he was actively involved in providing tax accounting services to open-end mutual funds and other financial services companies. Mr. Deptula holds a B.S. in Accounting from Wright State University and a Juris Doctor from University of Toledo. He is also a Certified Public Accountant. Mr. Deptula has been a Trustee since June 2012.
Janine L. Cohen served as the Chief Financial Officer (“CFO”) from 2004 to 2013 and Chief Compliance Officer (“CCO”) of AER Advisors, Inc. (“AER”) from 2008 through her retirement in 2013. During her tenure at AER, she was actively involved in developing financial forecasts, business plans, and SEC registrations. Prior to her tenure at AER, Ms. Cohen was a Senior Vice President at State Street Bank. Ms. Cohen has over 30 years of experience in the financial services industry. She holds a B.S. in Accounting and Math from the University of Minnesota and is a Certified Public Accountant. Ms. Cohen has been a Trustee since January 2016.
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References above to the qualifications, attributes, and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.
Risk Oversight . The operation of a mutual fund, including its investment activities, generally involves a variety of risks. As part of its oversight of the Fund, the Board oversees risk through various regular board and committee activities. The Board, directly or through its Committee, reviews reports from, among others, the Adviser, the Trust’s CCO, the Trust’s independent registered public accounting firm, and outside legal counsel, regarding risks faced by the Fund and the risk management programs of the Adviser, with respect to the Fund’s investments and trading activities, and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Adviser, with respect to the Fund’s investment and trading activities, and other service providers to the Fund. Although the risk management policies of the Adviser and the service providers are designed to be effective, there is no guarantee that they will anticipate or mitigate all risks. Not all risks that may affect the Fund can be identified, eliminated, or mitigated and some risks simply may not be anticipated or may be beyond the control of the Board or the Adviser or other service providers. The Independent Trustees meet separately with the Trust’s CCO at least annually, outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives an annual written report from the Trust’s CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. As part of its oversight function, the Board also may hold special meetings or communicate directly with Trust management or the Trust’s CCO to address matters arising between regular meetings.
The Board also receives quarterly reports from the Adviser on the investments and securities trading of the Fund, including its investment performance, as well as reports regarding the valuation of the Fund’s securities. The Board also receives quarterly reports from the Fund’s administrator (the “Administrator”), transfer agent (the “Transfer Agent”) and distributor (the “Distributor”) on regular quarterly items and, where appropriate and as needed, on specific issues. In addition, in its annual review of the Fund’s investment advisory agreement (the “Advisory Agreement”), the Board will review information provided by the Adviser relating to its operational capabilities, financial condition, and resources. The Board also conducts an annual self-evaluation that includes a review of its effectiveness in overseeing, among other things, the number of funds in the Trust and the effectiveness of the Board’s committee structure.
Trustees’ Ownership of Fund Shares. The following table shows each Trustee’s beneficial ownership of shares of the Fund and, on an aggregate basis, of shares of all funds within the Trust overseen by the Trustee. Information is provided as of December 31, 2017.
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 | Over $100,000 | Over $100,000 |
Independent Trustees | ||
John J. Discepoli | None | None |
David M. Deptula | None | None |
Janine L. Cohen | None | None |
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Ownership In Fund Affiliates. As of the date of this SAI, none of the Independent Trustees, nor members of their immediate families, owned, beneficially or of record, securities of the Adviser, the Fund’s distributor or any affiliate of the Adviser or the Fund’s distributor.
Trustee Compensation. No director, officer, or employee of the Adviser or the Fund’s distributor receives any compensation from the Trust for serving as an officer or Trustee of the Trust. Each Independent Trustee receives a $500 per meeting fee and a $1,000 annual retainer for each series of the Trust, except Mr. Discepoli who receives a $1,200 annual retainer for serving as Chairman. The Trust reimburses each Trustee and officer for his travel and other expenses incurred in attending meetings. The following table provides the amount of compensation paid to each of the Trustees during the Fund’s fiscal year of operations, ended October 31, 2017:
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 | $3,700 | None | None | $87,700 |
David M. Deptula | $3,500 | None | None | $82,500 |
Janine L. Cohen | $3,500 | None | None | $82,500 |
Principal Holders of Voting Securities. As of February 1, 2018, the Trustees and officers of the Trust as a group owned beneficially ( i.e. , had direct or indirect voting or investment power) less than 1% of the then-outstanding shares of the Fund. On the same date, the following shareholders owned of record more than 5% of the outstanding shares of beneficial interest of the Fund.
Name and Address of Record Owner | Percentage Ownership |
Pershing LLC FBO for its customers P.O. Box 2052 Jersey City, NJ 07303 |
5.51% |
National Financial Services LLC Attention: Mutual Fund Department 499 Washington Blvd. 5th Floor Jersey City, NJ 07310 |
5.55% |
Linercourse & Co Attention: STS Mutual Fund Mail Stop CC10313 1200 Crown Colony Dr. Quincy, MA 02169 |
8.94% |
A shareholder owning of record or beneficially more than 25% of the Fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting than the vote of other shareholders.
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INVESTMENT ADVISER
Stralem & Company Incorporated, located at 551 Madison Avenue, 10 th Floor, New York, New York, 10022, serves as the investment adviser to the Fund pursuant to the Advisory Agreement dated October 10, 2016. The Adviser is a corporation organized in the State of Delaware. In addition to managing the Fund, the Adviser provides investment advisory services to individuals, trusts, pension, and profit sharing plans, and other institutional investors. As of the date of this Statement of Additional Information, the following persons are the beneficial owners of the Adviser’s outstanding voting common stock: Hirschel B. Abelson, Chairman of the Adviser (69.46%); Adam Abelson, Chief Investment Officer and Senior Portfolio Manager of the Adviser (15.27%); and Andrea Baumann Lustig, President of the Adviser (15.27%). Mr. Hirschel B. Abelson is the sole control person of the Adviser. Mr. Hirschel B. Abelson and his family members also own in the aggregate 83.37% of the outstanding non-voting common stock of the Adviser.
Subject to the Fund’s investment objective and policies approved by the Board, the Adviser is responsible for providing the Fund with a continuous program of investing the Fund’s assets and determining the composition of the Fund’s portfolio. The Advisory Agreement is effective for an initial two-year period and will be renewed for periods of one year only so long as such renewal and continuance is specifically approved at least annually by the Board or by vote of a majority of the applicable Fund’s outstanding voting securities, provided the continuance is also approved by a majority of the Independent Trustees. The Advisory Agreement is terminable without penalty on 60 days’ notice by the Trustees or by vote of a majority of the outstanding voting securities of the applicable Fund. The Advisory Agreement provides that it will terminate automatically in the event of its “assignment”, as defined in the 1940 Act.
Under the Advisory Agreement, the Fund pays the Adviser a fee (the “Management Fee”) on a quarterly basis in an amount equal to the aggregate of the following percentages of the average weekly net assets of the Fund during the quarterly period then ended:
1/4 of 1.25% of the first $50 million of such net assets (1.25% annually),
1/4 of 1.00% of the next $50 million of such net assets (1.00% annually), and
1/4 of 0.75% of such net assets in excess of $100 million (0.75% annually)
Under an expense limitation Agreement (the “Expense Limitation Agreement”), the Adviser has agreed to reduce its Management Fee and to reimburse Fund expenses to the extent necessary to limit annual ordinary 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 1940 Act) to an amount not to exceed 0.95% of the average daily net assets of the Fund until March 1, 2019. 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 the Fund’s 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.
The table below provides the compensation paid to the Adviser by the Fund and Management Fee reductions and expense reimbursements made by the Adviser for the past three fiscal years.
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Fiscal Year Ended October 31 | Advisory Fees | Fee Reductions and/or Expense Reimbursements | Net Advisory Fees |
2017 | $1,376,772 | $431,852 | $944,920 |
2016 | $1,490,280 | $655,786 | $834,494 |
2015 | $2,276,816 | $615,399 | $1,661,417 |
The Management Fee reductions and/or expense reimbursements incurred by the Predecessor Fund will not carry over as a reimbursable expense for the Fund.
The Adviser manages the Fund’s investments in accordance with the stated investment objective and policies of the Fund, subject to the oversight of the Board. The Adviser is responsible for investment decisions, and provides the Fund with a portfolio manager to execute purchases and sales of securities. The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Funds in connection with the performance of its duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
Portfolio Manager
The Fund is managed by the Adviser’s Investment Committee (the “Investment Committee”) which consists of Hirschel B. Abelson, Andrea Baumann Lustig, Adam S. Abelson, Edward N. Cooper, CFA, Philippe T. Labaune, and Michael J. Alpert, portfolio managers, who are responsible for the day-to-day implementation of investment strategies for the Fund.
Other Accounts Managed by Portfolio Managers
In addition to the Fund, the Investment Committee is responsible for the day-to-day management of certain other accounts. The table below shows the number of, and total assets in, such other accounts as of October 31, 2017.
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Andrea Baumann Lustig | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 143 | $618 | 0 | $0 | |
Adam S. Abelson | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 143 | $618 | $ | ||
Edward N. Cooper, CFA | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 143 | $618 | 0 | $0 | |
Philippe T. Labaune | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 143 | $618 | 0 | $0 | |
Michael J. Alpert | Registered Investment Companies | 0 | $0 | 0 | $0 |
Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 | |
Other Accounts | 143 | $618 | 0 | $0 |
Potential Conflicts of Interest
The Investment Committee serves as the Portfolio Manager (the “Portfolio Manager”) for the Fund and may provide investment advice to other accounts in the future (“Other Accounts”). The Portfolio Manager’s management of other investment pooled vehicles and other accounts (the “Other Accounts”) may give rise to potential conflicts of interest in connection with its management of the Fund’s investments, on the one hand, and the investments of the Other Accounts, on the other. A potential conflict of interest may arise where an Other Account has the same investment objective as the Fund, whereby the Portfolio Managers could favor one account over another. Another potential conflict could include the Portfolio Managers’ knowledge about the size, timing and possible market impact of Fund trades, whereby the Portfolio Managers could use this information to the advantage of the Other Accounts and to the disadvantage of the Fund or vice versa. However, the Adviser has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are fairly and equitably allocated.
A potential conflict of interest may arise as a result of the Portfolio Managers’ day-to-day management of the Fund. The Portfolio Manager knows the size and timing of trades for the Fund and the Other Accounts, and may be able to predict the market impact of Fund trades. It is theoretically possible that the Portfolio Managers could use this information to the advantage of Other Accounts he or she manages and to the possible detriment of the Fund, or vice versa.
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Compensation
Hirschel B. Abelson, Andrea Baumann Lustig, Adam Abelson, Edward N. Cooper, Philippe Labaune, and Michael J. Alpert are not compensated directly by the Fund. However, Hirschel B. Abelson, Adam Abelson, and Andrea Baumann Lustig each received an annual salary, plus a percentage share of the annual profits of the Adviser based on their ownership position of the Adviser. Michael J. Alpert and Edward N. Cooper received an annual salary. Annual bonuses are determined by and subject to the discretion of the Board of Directors of the Adviser and are based upon the Adviser’s overall profitability. There were no annual bonuses granted for the fiscal year ended October 31, 2017.
Ownership of Fund Shares
The table below shows the value of shares of the Fund beneficially owned by the Portfolio Managers of the Fund as of October 31, 2017 stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; E = $100,001-$500,000; F = $500,001-$1,000,000; and G = over $1,000,000.
Name of Portfolio Manager | Dollar Range of Shares of the Fund |
Hirschel B. Abelson | G |
Andrea Baumann Lustig | G |
Adam S. Abelson | F |
Edward N. Cooper, CFA | E |
Philippe T. Labaune | F |
Michael J. Alpert | E |
PORTFOLIO TRANSACTIONS
Pursuant to the Advisory Agreement, the Adviser determines, subject to the general supervision of the Board and in accordance with the Fund’s investment objective, policies, and restrictions, which securities are to be purchased and sold by the Fund and which brokers are eligible to execute the Fund’s portfolio transactions.
Purchases and sales of portfolio securities that are debt securities usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked prices. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the OTC market are generally principal transactions with dealers. With respect to the OTC market, the Fund, where possible, will deal directly with the dealers who make a market in the securities involved except under those circumstances where better price and execution are available elsewhere.
Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment consistent with its obligation to seek best execution and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers who provide investment research to the Adviser may receive orders for equity transactions on behalf of the Fund. Information so received is in addition to and not in lieu of services required to be performed by the Adviser and does not reduce the fees payable to the Adviser by the Fund. Such information may be useful to the Adviser in serving both the Fund and other clients and, conversely, supplemental information obtained by the placement of brokerage orders of other clients may be useful to the Adviser in carrying out its obligations to the Fund. While the Adviser generally seeks competitive commissions, the Fund may not necessarily pay the lowest commission available on each brokerage transaction for the reasons discussed above.
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Consistent with the foregoing, under Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser is authorized to pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Adviser may include, without limitation: information on the U.S. and other world economies; information on specific industries, groups of securities, individual companies, political and other relevant news developments affecting markets and specific securities; technical and quantitative information about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Adviser to determine and track investment results; and trading systems that allow the Adviser to interface electronically with brokerage firms, custodians and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs, and access to computer databases. In some instances, research products or services received by the Adviser may also be used by the Adviser for functions that are not research related (i.e., not related to the making of investment decisions). Where a research product or service has a mixed use, the Adviser will make a reasonable allocation according to its use and will pay for the non-research function in cash using its own funds. During the fiscal year ended October 31, 2017, total brokerage commissions paid by the Fund and related commissions paid to brokers who provided research services were $5,887 and $1,026, respectively.
Subject to the requirements of the 1940 Act and procedures adopted by the Board, the Fund may execute portfolio transactions through any broker or dealer and pay brokerage commissions to a broker (i) which is an affiliated person of the Trust, or (ii) which is an affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Trust, the Adviser or the Trust’s principal underwriter.
When the Adviser believes that it meets the standards of best execution, the Adviser may execute the Fund’s portfolio transactions through Pershing LLC, the Adviser’s “prime broker,” and Pershing Advisor Solutions LLC as the introducing broker (collectively “Pershing”). As prime broker, Pershing acts as settlement agent, provides custody for assets, and prepares account statements for the Adviser’s clients who choose Pershing as its custodian. As part of the Adviser’s prime brokerage relationship, Pershing provides custody services for the Adviser’s clients, including the Fund, at no charge. The Adviser may place the Fund’s trades with any number of executing brokers; however, Pershing may charge $12 per trade ticket for clearing services on trades executed by other brokers.
During the year ended October 31 as listed below, the Fund paid the following brokerage commissions:
Fiscal Year Ended | Brokerage Commissions Paid by Fund |
2017 | $5,887 |
2016 | $15,104 |
2015 | $57,816 |
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All brokerage commissions were paid to unaffiliated brokers. The aggregate brokerage commissions paid by the Fund during the fiscal year ended October 31, 2017 were lower than the brokerage commissions paid by the Fund during the fiscal years ended 2016 and 2015 primarily due to a decrease in capital share activity during the year and a lower portfolio turnover.
As of October 31, 2017, the Fund held no securities of its regular brokers or dealers (or the parents thereof).
THE DISTRIBUTOR
Ultimus Fund Distributors, LLC (the “Distributor”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the exclusive agent for distribution of shares of the Fund pursuant to a Distribution Agreement (the “Distribution Agreement”). The Distributor is obligated to sell shares of the Fund on a best efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis. The Distributor is compensated for its services to the Trust under a written agreement for such services. The Distributor is an affiliate of Ultimus Fund Solutions, LLC (“Ultimus”). Robert G. Dorsey is a Managing Director of the Distributor and a Trustee of the Trust.
By its terms, the Distribution Agreement is for an initial term of two years and will continue in effect year-to-year thereafter so long as such continuance is approved at least annually by (1) the Board or (2) a vote of the majority of the Fund’s outstanding voting shares; provided that in either event continuance is also approved by a majority of the Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting such approval. The Distribution Agreement may be terminated at any time, on sixty days written notice, without payment of any penalty, by the Trust or by the Distributor. The Distribution Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder. Under the Distribution Agreement, the Distributor is paid is paid $6,000 per annum for its services by the Fund and/or the Adviser.
OTHER SERVICE PROVIDERS
Administrator, Fund Accountant and Transfer Agent
Ultimus, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Administrator, Fund Accountant and Transfer Agent to the Fund pursuant to an Administration Agreement, a Fund Accounting Agreement and a Transfer Agent and Shareholder Services Agreement (collectively, the “Service Agreements”).
As Administrator, Ultimus assists in supervising all operations of the Fund (other than those performed by the Adviser under the Advisory Agreement). Ultimus has agreed to perform or arrange for the performance of the following services (under the Service Agreements, Ultimus may delegate all or any part of its responsibilities thereunder):
• | 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 upon its reasonable requests. |
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As Fund Accountant, Ultimus maintains the accounting books and records for the Fund, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts. Ultimus also maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Fund, including calculation of the NAV per share, calculation of the dividend and capital gain distributions, reconciles cash movements with the custodian, verifies and reconciles with the custodian all daily trade activities; provides certain reports; obtains dealer quotations or prices from pricing services used in determining NAV; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for the Fund.
As Transfer Agent, Ultimus performs the following services in connection with the Fund’s shareholders: maintains records for the Fund’s shareholders of record; processes shareholder purchase and redemption orders; processes transfers and exchanges of shares of the Fund on the shareholder files and records; processes dividend payments and reinvestments; and assists in the mailing of shareholder reports and proxy solicitation materials.
Ultimus receives fees from the Fund for its services as Administrator, Fund Accountant, and Transfer Agent, and is reimbursed for certain expenses assumed pursuant to the Service Agreements.
The Fund paid the following fees to Ultimus for each of the past three fiscal years for its services as Administrator, Fund Accountant and Transfer Agent:
Years Ended October 31 |
Administration Fees (including Fund Accounting) |
Transfer Agent Fees |
2017 | $167,965 | $14,879 |
2016 | $186,621 | $18,000 |
2015 | $321,041 | $31,500 |
Unless sooner terminated as provided therein, the Service Agreements between the Trust, on behalf of the Fund, and Ultimus, unless otherwise terminated as provided in the Service Agreements, are renewed automatically for successive one-year periods.
The Service Agreements provide that Ultimus shall not be liable for any error of judgment or mistake of law or any loss suffered by the Trust in connection with the matters to which the Service Agreements relate, except a loss from willful misfeasance, bad faith or gross negligence in the performance of its duties, or from the reckless disregard by Ultimus of its obligations and duties thereunder.
Custodian
Pershing LLC, (the “Custodian”), located at One Pershing Plaza, Jersey City, New Jersey 07399, serves as custodian to the Fund pursuant to a Custody Agreement. The Custodian’s responsibilities include safeguarding and controlling the Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Fund’s investments.
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Independent Registered Public Accounting Firm
Cohen & Company, Ltd., located at 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115, serves as the independent registered public accounting firm for the Fund and to audit the annual financial statements of the Fund and assist in preparing the Fund’s federal, state and excise tax returns for the fiscal period ending October 31, 2018.
Legal Counsel
Kilpatrick Townsend & Stockton LLP, located at 4208 Six Forks Road, Suite 1400, Raleigh, North Carolina 27609, serves as legal counsel to the Trust and the Trust’s Independent Trustees.
Compliance Consulting Agreement
Under the terms of a Compliance Consulting Agreement with the Trust, Ultimus provides an individual with the requisite background and familiarity with the Federal securities laws to serve as the Trust’s CCO and to administer the Trust’s compliance policies and procedures. For these services, the Fund pays Ultimus a base fee of $12,000 per annum, plus an asset-based fee computed at the annual rate of 0.01% of the average net assets of the Fund in excess of $100 million. In addition, the Fund reimburses Ultimus for its reasonable out-of-pocket expenses relating to these compliance services.
Consulting Agreement
Under the terms of a Consulting Agreement with the Trust, John C. Davis (the “Consultant”) provides expertise and advice to the Trust, as reasonably requested by the Board, regarding investment advisory and service provider oversight, contract monitoring and renewal, business continuity, compliance and compliance officer oversight, disclosure, distribution, new fund and adviser due diligence, risk oversight and other matters that are responsibilities of a board of trustees of a mutual fund family to review or monitor.
GENERAL INFORMATION
Other Payments by the Fund
The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and other shareholder services. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial intermediary, or (2) the number of Fund shareholders serviced by a financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, distribution fees the Fund may pay to financial intermediaries pursuant to the Fund’s distribution plan.
Other Payments by the Adviser
The Adviser and/or its affiliates, in their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Fund, their service providers or their respective affiliates, as incentives to help market and promote the Fund and/or in recognition of their distribution, marketing, administrative services, and/or processing support.
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These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Fund, the Distributor or shareholders of the Fund through the financial intermediary’s retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary’s retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Fund in a financial intermediary’s retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary personnel about the Fund; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.
The Adviser and/or its affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.
Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Fund by financial intermediaries’ customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A significant purpose of these payments is to increase the sales of Fund shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.
Investors should understand that some financial intermediaries may also charge their clients fees in connection with purchases of shares or the provision of shareholder services.
Description of Shares
The Trust is an unincorporated business trust that was organized under Ohio law on February 28, 2012. The Declaration of Trust authorizes the Board to divide shares into series, each series relating to a separate portfolio of investments, and to further divide shares of a series into separate classes. In the event of a liquidation or dissolution of the Trust or an individual series or class, shareholders of a particular series or class would be entitled to receive the assets available for distribution belonging to such series or class. Shareholders of a series or class are entitled to participate equally in the net distributable assets of the particular series or class involved on liquidation, based on the number of shares of the series or class that are held by each shareholder. If any assets, income, earnings, proceeds, funds or payments are not readily identifiable as belonging to any particular series or class, the Trustees shall allocate them among any one or more series or classes as they, in their sole discretion, deem fair and equitable. Subject to the Declaration of Trust, determinations by the Board as to the allocation of liabilities, and the allocable portion of any general assets, with respect to the Fund and each class of the Fund is conclusive.
Shares of the Fund, when issued, are fully paid and non-assessable. Shares have no subscription, preemptive or conversion rights. Shares do not have cumulative voting rights. Shareholders are entitled to one vote for each full share held and a fractional vote for each fractional share held. Shareholders of all series and classes of the Trust, including the Fund, will vote together and not separately, except as otherwise required by law or when the Board determines that the matter to be voted upon affects only the interests of the shareholders of a particular series or class. Rule 18f-2 under the 1940 Act provides, in substance, that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each series or class affected by the matter. A series or class is affected by a matter unless it is clear that the interests of each series or class in the matter are substantially identical or that the matter does not affect any interest of the series or class. Under Rule 18f-2, the approval of an investment advisory agreement, a distribution plan or any change in a fundamental investment policy would be effectively acted upon with respect to a series or class only if approved by a majority of the outstanding shares of such series or class. However, the Rule also provides that the ratification of the appointment of independent accountants and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.
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Trustee Liability
The Declaration of Trust provides that the Board will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from his or her own bad faith, willful misfeasance, gross negligence, or reckless disregard of their duties to the Trust and its holders of beneficial interest. It also provides that all third parties shall look solely to the Trust’s property for satisfaction of claims arising in connection with the affairs of the Trust. With the exceptions stated, the Declaration of Trust provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
Trust Liability
Under Ohio law, liabilities of the Trust to third persons, including the liabilities of any series, extend to the whole of the trust estate to the extent necessary to discharge such liabilities. However, the Declaration of Trust contains provisions intended to limit the liabilities of each series to the applicable series and the Trustees and officers of the Trust intend that notice of such limitation be given in each contract, instrument, certificate, or undertaking made or issued on behalf of the Trust by the Trustees or officers. There is no guarantee that the foregoing steps will prove effective or that the Trust will be successful in preventing the assets of one series from being available to creditors of another series.
Code of Ethics
The Trust, the Adviser and the Distributor have each adopted a Code of Ethics that is designed to prevent their respective personnel subject to the Codes of Ethics from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which securities may also be held by persons subject to the codes). These Codes of Ethics permit personnel subject to the Codes of Ethics to invest in securities, including securities that may be purchased or held by the Fund, but prohibit such personnel from engaging in personal investment activities that compete with or attempt to take advantage of the Fund’s planned portfolio transactions. Each of these parties monitors compliance with its Code of Ethics.
Proxy Voting Policies and Procedures
The Trust and the Adviser have adopted Proxy Voting Policies and Procedures that describe how the Fund intends to vote proxies relating to portfolio securities. The Proxy Voting Policies and Procedures of the Trust and the Adviser are attached to this SAI as Appendix B and Appendix C, respectively. No later than August 31 of each year, information regarding how the Fund voted proxies relating to portfolio securities during the prior twelve-month period ended June 30 th is available without charge upon request by calling 1-866-822-9555, or on the SEC’s website at www.sec.gov.
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Portfolio Holdings Disclosure Policy
The Board has adopted a policy to govern the circumstances under which disclosure regarding securities purchased, sold, and held by the Fund (“Portfolio Securities”), may be made to shareholders of the Fund or other persons. The Trust’s CCO is responsible for monitoring the use and disclosure of information relating to Portfolio Securities. Although no material conflicts of interest are believed to exist that could disadvantage the Fund or its shareholders, various safeguards have been implemented to protect the Fund and its shareholders from conflicts of interest, including: the adoption of Codes of Ethics pursuant to Rule 17j-1 under the 1940 Act designed to prevent fraudulent, deceptive or manipulative acts by officers and employees of the Trust, the Adviser and the Distributor in connection with their personal securities transactions; the adoption by the Adviser and the Distributor of insider trading policies and procedures designed to prevent their employees’ misuse of material non-public information; and the adoption by the Trust of a Code of Ethics for officers that requires the Chief Executive Officer and CFO of the Trust to report to the Board any affiliations or other relationships that could potentially create a conflict of interest with the Fund.
• | 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 as 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. |
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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 |
Such disclosures may be made without approval of the Trust’s CCO because the Board has determined that the Fund and its shareholders are adequately protected by the restrictions on use in those instances listed above.
• | 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 or 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. |
Other Expenses
In addition to the investment advisory fees, the Fund pays all expenses not expressly assumed by the Adviser, including, without limitation, the fees and expenses of its independent registered public accounting firm and of its legal counsel; fees of the Administrator, Distributor and Transfer Agent, the costs of printing and mailing to shareholders Annual and Semi-Annual Reports, proxy statements, prospectuses, SAIs and supplements thereto; bank transaction charges and custody fees; any costs associated with shareholder meetings, including proxy solicitors’ fees and expenses; registration and filing fees; federal, state or local income or other taxes; interest; membership fees of the Investment Company Institute and similar organizations; fidelity bond and liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
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Benchmark Descriptions
The Fund compares its performance to standardized indices or other measurements of investment performance. Specifically, the Fund compares its performance to the S&P 500 Index, which is widely regarded as the best single gauge of large cap U.S. equities. There is over USD 7.8 trillion benchmarked to the index, with index assets comprising approximately USD 2.2 trillion of this total. The index includes 500 leading companies and covers approximately 80% of available market capitalization. Comparative performance may also be expressed by reference to a ranking prepared by a mutual fund monitoring service or by one or more newspapers, newsletters, or financial periodicals.
ADDITIONAL TAX INFORMATION
The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders. The discussions here and in the Prospectus are not intended as a substitute for careful tax planning and are based on tax laws and regulations that are in effect on the date hereof; such laws and regulations may be changed by legislative, judicial, or administrative action. Investors are advised to consult their tax advisors with specific reference to their own tax situations.
The Fund intends to qualify and remain qualified as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). In order to so qualify, the Fund must elect to be a regulated investment company or have made such an election for a previous year and must satisfy certain requirements relating to the amount of distributions and source of its income for a taxable year. At least 90% of the gross income of the Fund must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stocks, securities, or foreign currencies, and other income derived with respect to the Fund’s business of investing in such stock, securities, or currencies, and net income derived from an investment in a “qualified publicly traded partnership” as defined in section 851(h) of the Code (the “source-of-income test”). Any income derived by the Fund from a partnership (other than a “qualified publicly traded partnership”) or trust is treated as derived with respect to the Fund’s business of investing in stock, securities, or currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the Fund in the same manner as by the partnership or trust.
The Fund may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of its investments at the close of each quarter of the taxable year (the “asset diversification tests”). In general, at least 50% of the value of the Fund’s total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies, and other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the Fund nor more than 10% of the outstanding voting securities of such issuer. In addition, not more than 25% of the value of the Fund’s total assets may be invested in the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; the securities of two or more issuers (other than securities of another regulated investment company) if the issuers are controlled by the Fund and they are, pursuant to Treasury Regulations, engaged in the same or similar or related trades or businesses; or the securities of one or more publicly traded partnerships.
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The Fund intends to satisfy all of the requirements of the source-of-income test and the asset diversification tests on an ongoing basis for continued qualification as a regulated investment company.
If the Fund fails to meet either the asset diversification test with respect to a taxable quarter or the source-of-income test with respect to a taxable year, the Code provides several remedies, provided certain procedural requirements are met, which will allow the Fund to retain its status as a “regulated investment company. There is a remedy for failure to satisfy the asset diversification tests, if the failure was due to reasonable cause and not willful neglect, subject to certain divestiture and procedural requirements and the payment of a tax. In addition, there is a remedy for a de minimis failure of the asset diversification tests, which would require corrective action but no tax. In addition, the Code allows for the remedy of a failure of the source-of-income test, if the failure was due to reasonable cause and not willful neglect, subject to certain procedural requirements and the payment of a tax.
Under current tax law, qualifying corporate dividends are taxable at long-term capital gains tax rates. The long-term capital gains rate for individual taxpayers is currently at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels. For 2018, individual taxpayers with taxable incomes above $426,700 ($480,050 for married taxpayers filing jointly and $453,350 for heads of households) are subject to a 20% rate of tax on long-term capital gains and qualified dividends. Taxpayers that are not in the highest tax bracket and are subject to the 25% (or greater) tax bracket on their ordinary income and whose taxable income is less than the above-mentioned thresholds will continue to be subject to a maximum 15% rate of tax on long-term capital gains and qualified dividends. For taxpayers whose ordinary income is generally taxed at less than the 25% rate, the long-term capital gains rate, and rate on qualified dividends will be 0%. These rates may change over time.
If the Fund designates a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the shareholders have held their Fund shares or whether the dividend was received in cash or reinvested in additional shares. All taxable dividends paid by a Fund other than those designated as qualified dividend income or capital gains distributions will be taxable as ordinary income to shareholders, whether received in cash or reinvested in additional shares. To the extent a Fund engages in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from such gains will be considered ordinary income for federal tax purposes.
Shareholders who hold a Fund's shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions from their account.
The Fund will designate (1) any distribution that constitutes a qualified dividend as qualified dividend income; (2) any tax-exempt distribution as an exempt-interest dividend; (3) any distribution of long-term capital gains as a capital gain dividend; and (4) any dividend eligible for the corporate dividends received deduction as such in a written notice provided to shareholders after the close of the Fund’s taxable year. Shareholders should note that, upon the sale or exchange of Fund shares, if the shareholder has not held such shares for at least six months, any loss on the sale or exchange of those shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to the shares.
Foreign currency gains or losses on non-U.S. dollar denominated bonds and other similar debt instruments and on any non-U.S. dollar denominated futures contracts, options and forward contracts that are not Section 1256 contracts generally will be treated as ordinary income or loss.
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To the extent that a distribution from the Fund is taxable, it is generally included in a shareholder’s gross income for the taxable year in which the shareholder receives the distribution. However, if the Fund declares a dividend in October, November, or December but pays it in January, it will be taxable to shareholders as if the dividend was received in the year it was declared. Each year, shareholders will receive a statement detailing the tax status of any Fund distributions for that year.
The Fund’s net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available capital loss carryforwards. Capital losses may be carried forward to offset any capital gains.
A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise tax.
If for any taxable year the Fund does not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders). Such distributions will be taxable to the shareholders as dividends to the extent of the Fund’s current and accumulated earnings and profits. Such distributions may be eligible for (i) the dividends-received deduction in the case of corporate shareholders or (ii) treatment as “qualified dividend income” in the case of noncorporate shareholders.
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholder’s holding period for Fund shares. An exchange of shares is treated as a sale and any gain may be subject to tax.
The Fund will be required in certain cases to withhold and remit to the U.S. Treasury a percentage (currently 28%) of taxable dividends or of gross proceeds realized upon sale paid to shareholders who have failed to provide a correct taxpayer identification number in the manner required, who are subject to withholding by the Internal Revenue Service for failure to include properly on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so, or that they are “exempt recipients.”
Depending upon the extent of the Fund’s activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Fund and its shareholders under such laws may differ from their treatment under federal income tax laws.
Certain U.S. shareholders, including individuals and estates and trusts, will be subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which should include dividends from the Fund and net gains from the disposition of shares of the Fund. U.S. shareholders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax resulting from an investment in the Fund.
The Fund will send shareholders information each year on the tax status of dividends and distributions. A dividend or capital gains distribution paid shortly after shares have been purchased, although in effect a return of investment, is subject to federal income taxation. Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or reinvested in Fund shares and no matter how long the shareholder has held Fund shares, even if they reduce the NAV of shares below the shareholder’s cost, and thus, in effect, result in a return of a part of the shareholder’s investment.
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Withholding taxes may be imposed on certain types of payments made to “foreign financial institutions” (as specifically defined in the Code) and certain other non-U.S. entities (including financial intermediaries). A 30% withholding tax is imposed on “withholdable payments” to a foreign financial institution or to a foreign non-financial entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner.
For these purposes, a “withholdable payment” includes any U.S. source payments of interest, dividends, rents, compensation and other fixed or determinable annual or periodical gains, profits and income. If the payee is a foreign financial institution, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. Non-U.S. investors should consult their tax advisors regarding this legislation and the potential implications of this legislation on their particular circumstances.
FINANCIAL STATEMENTS
The financial statements of the Fund, which have been audited by Cohen & Company, Ltd., the Fund’s independent registered public accounting firm, are incorporated herein by reference to the Annual Report to shareholders of the Fund dated October 31, 2017. The information for the fiscal year ended October 31, 2015 and earlier were audited by the Predecessor Fund’s auditor, Eisner Amper, LLP. You may request a copy of the Fund’s Annual Report and Semi-Annual Report to shareholders at no charge by calling the Fund at 1-866-822-9555 or by visiting the Fund’s website at www.stralemequityfund.com.
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APPENDIX A
TRUSTEES AND OFFICERS
* | 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. |
^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 |
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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 (cont.)
|
Since April 2013 |
Principal Executive Officer of Ladder Select Income Fund
Principal Executive Officer of Lyrical U.S. Value Equity Fund
Principal Executive Officer of Marshfield Concentrated Opportunity Fund
Principal Executive Officer of Meehan Focus Fund
Principal Executive Officer of Ryan Labs Funds (October 2014 to present)
Principal Executive Officer of Stralem Equity Fund (October 2016 to present)
Principal Executive Officer of Topturn OneEighty Fund
Principal Executive Officer of Wavelength Interest Rate Neutral Fund
Principal Executive Officer of Waycross Long/Short Equity Fund
Vice President Of the Trust (April 2013 to October 2013) |
Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); Chief Compliance Officer, The Huntington Funds (2005 to 2013), The Flex-Funds (2006 to 2011), Meeder Financial (2007 to 2011), Huntington Strategy Shares (2012 to 2013), and Huntington Asset Advisors (2013); Vice President, Huntington National Bank (2001 to 2013). |
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Name and Year of Birth |
Length of Time Served |
Position(s) Held with Trust |
Principal Occupation(s) During Past 5 Years |
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 (2014 to present); 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); Senior Fund Accountant (March 2011 - March 2012) of Ultimus Fund Solutions, LLC |
Frank L. Newbauer^
Year of Birth: 1954 |
Since February 2012 |
Secretary (July 2017 to present)
Assistant Secretary (2015 to July 2017)
Secretary (2012 to 2015) |
Assistant Vice President of Ultimus Fund Solutions, LLC (2010 to present) |
Bo J. Howell^
Year of Birth: 1981 |
Since October 2014 |
Assistant Secretary (July 2017 to present)
Secretary (2015 to July 2017)
Assistant Secretary (2014) |
President of Valued Advisers Trust (March 2017 to present); Secretary, Unified Series Trust (2016 to present); 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) |
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 (January 2015 to present); 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 (2015 to present); Senior Compliance Manager at Touchstone Mutual Funds (2013 to 2015), Senior Compliance Manager at Fund Evaluation Group (2011 to 2013) |
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APPENDIX B
ULTIMUS MANAGERS TRUST
POLICIES AND PROCEDURES FOR VOTING PROXIES
1. PURPOSE; DELEGATION
The purpose of this memorandum is to describe the policies and procedures for voting proxies received from issuers whose securities are held by each series (individually, a “Fund” and collectively, the “Funds”) of Ultimus Managers Trust (the “Trust”). The Board of Trustees of the Trust (the “Board”) believes that each Fund’s Investment Adviser is in the best position to make individual voting decisions for such Fund. Therefore, subject to the oversight of the Board, each Fund’s Investment Adviser is hereby delegated the duty to make proxy voting decisions for such Fund, and to implement and undertake such other duties as set forth in, and consistent with, these Policies and Procedures.
2. DEFINITIONS
Proxy . A proxy permits a shareholder to vote without being present at annual or special meetings. A proxy is the form whereby a person who is eligible to vote on corporate matters transmits written instructions for voting or transfers the right to vote to another person in place of the eligible voter. Proxies are generally solicited by management, but may be solicited by dissident shareholders opposed to management’s policies or strategies.
Proxy Manager . Proxy manager, as used herein, refers to the individual, individuals or committee of individuals appointed by the investment advisers to each Fund (each, an “Investment Adviser”) as being responsible for supervising and implementing these Policies and Procedures.
3. POLICY FOR VOTING PROXIES RELATED TO EXCHANGE TRADED FUNDS AND OTHER INVESTMENT COMPANIES.
Pursuant to Section 12(d)(1)(E)(iii) of the Investment Company Act of 1940, all proxies from Exchange Traded Funds (“ETFs”) or other Investment Companies voted by a Fund, registered in the name of the Fund, will have the following voting instructions typed on the proxy form: “Vote these shares in the same proportion as the vote of all other holders of such shares. The beneficial owner of these shares is a registered investment company.”
4. POLICY FOR VOTING PROXIES RELATED TO OTHER PORTFOLIO SECURITIES
Fiduciary Considerations . Proxies with respect to securities other than ETFs or other investment companies are voted solely in the interests of the shareholders of the Trust. Any conflict of interest must be resolved in the way that will most benefit the shareholders.
Management Recommendations . Since the quality and depth of management is a primary factor considered when investing in a company, the recommendation of management on any issue should be given substantial weight. The vote with respect to most issues presented in proxy statements should be cast in accordance with the position of the company’s management, unless it is determined that supporting management’s position would adversely affect the investment merits of owning the stock. However, each issue should be considered on its own merits, and the position of the company’s management should not be supported in any situation where it is found not to be in the best interests of the Trust’s shareholders.
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5. CONFLICTS OF INTEREST
The Trust recognizes that under certain circumstances an Investment Adviser may have a conflict of interest in voting proxies on behalf of a Fund. Such circumstances may include, but are not limited to, situations where an Investment Adviser or one or more of its affiliates, including officers, directors or employees, has or is seeking a client relationship with the issuer of the security that is the subject of the proxy vote. The Investment Adviser shall periodically inform its employees that they are under an obligation to be aware of the potential for conflicts of interest on the part of the Investment Adviser with respect to voting proxies on behalf of a Fund, both as a result of the employee’s personal relationships and due to circumstances that may arise during the conduct of the Investment Adviser’s business, and to bring any conflict of interest of which they become aware to the attention of the proxy manager. With respect to securities other than ETFs or other investment companies, the Investment Adviser shall not vote proxies relating to such issuers on behalf of a Fund until it has determined that the conflict of interest is not material or a method of resolving such conflict of interest has been determined in the manner described below. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence the Investment Adviser’s decision-making in voting a proxy. Materiality determinations will be based upon an assessment of the particular facts and circumstances. If the proxy manager determines that a conflict of interest is not material, the Investment Adviser may vote proxies notwithstanding the existence of a conflict. If the conflict of interest is determined to be material, either (i) the conflict shall be disclosed to the Trust’s Committee of Independent Trustees (the “Committee”) and the Investment Adviser shall follow the instructions of the Committee or (ii) the Investment Adviser shall vote the issue in question based upon the recommendation of an independent third party under a contractual arrangement approved by the Committee. The proxy manager shall keep a record of all materiality decisions and report them to the Committee on an annual basis.
6. ROUTINE PROPOSALS
Proxies for routine proposals (such as election of directors, selection of independent public accountants, stock splits and increases in capital stock) with respect to securities other than ETFs or other investment companies should generally be voted in favor of management.
7. PROXY MANAGER APPROVAL
Votes on non-routine matters and votes against a management’s recommendations with respect to securities other than ETFs or other investment companies are subject to approval by the proxy manager.
8. PROXY VOTING PROCEDURES
Proxy voting will be conducted in compliance with the policies and practices described herein and is subject to the proxy manager’s supervision. A reasonable effort should be made to obtain proxy material and to vote in a timely fashion. Each Investment Adviser shall maintain records regarding the voting of proxies under these Policies and Procedures.
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9. FORM N-PX
A record of each proxy vote will be entered on Form N-PX. A copy of each Form N-PX will be signed by the President of the Trust. The Form is to be filed by August 31 each year. Each reporting period covered by the Form N-PX runs from July 1 to June 30. The Trust will disclose in its annual and semi-annual reports to shareholders and in its registration statement (in the SAI) filed with the SEC on or after August 31 that each Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available without charge upon request and is also available on the SEC’s Website at www.sec.gov .
10. INVESTMENT ADVISERS’ VOTING PROCEDURES
The Trust acknowledges that the Investment Advisers to the various Funds have adopted voting policies and procedures for their clients that have been delivered to the Trust. To the extent that an Investment Adviser’s policies and procedures are consistent with these Policies and Procedures, the Investment Adviser may implement them with respect to voting proxies on behalf of each Fund managed by such Investment Adviser. However, the provisions of paragraph 5 of these Policies and Procedures relating to conflicts of interest shall supersede any comparable provisions of any Investment Adviser’s policies and procedures.
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APPENDIX C
STRALEM & COMPANY INCORPORATED
Proxy Voting Policy
I. Proxy Voting Policy
SEC registered investment advisers are required to follow certain limited steps concerning proxy voting on behalf of their clients. They must:
• | Adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interest of clients, and those procedures must include how the adviser will address material conflicts that may arise between the adviser's interests and its clients' |
interests;
• | Disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to client securities; and |
• | Describe to clients the adviser's proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client. |
Stralem & Company Incorporated (“Stralem”) has the fiduciary obligation to, at all times, make the economic best interest of advisory clients the sole consideration when voting proxies of companies held in client accounts. Generally, Stralem is not authorized by its clients to vote proxies on their behalf. Although Stralem's proxy voting policies are stated below, Stralem considers all relevant facts and circumstances, and retains the right to vote proxies as deemed appropriate in the best interest of shareholders.
As a general rule, Stralem will vote against any actions that would:
• | reduce the rights or options of shareholders, |
• | reduce shareholder influence over the board of directors and management, |
• | reduce the alignment of interests between management and shareholders, or |
• | reduce the value of shareholders' investments. |
A. Boards Of Directors
A board that has at least a majority of independent directors is integral to good corporate governance. Key board committees, including audit and compensation committees, should be completely independent.
There are some actions by directors that should result in votes for their election being withheld.
These instances include directors who:
• | Are not independent directors and sit on the board's audit or compensation committee; |
• | Attend less than 75 percent of the board and committee meetings without a valid excuse; |
• | Implement or renew a dead-hand or modified dead-hand poison pill; |
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• | Enacted egregious corporate governance policies or failed to replace management as appropriate; |
• | Have failed to act on takeover offers where the majority of the shareholders have tendered their shares; or |
• | Ignore a shareholder proposal that is approved by a majority of the shares outstanding. |
Votes in a contested election of directors must be evaluated on a case-by-case basis, considering the following factors:
• | Long-term financial performance of the target company relative to its industry; |
• | Management's track record; |
• | Portfolio manager's assessment; |
• | Qualifications of director nominees (both slates); |
• | Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and |
• | Background to the proxy contest. |
B. Independent Auditors
A company should limit its relationship with its auditors to the audit engagement, and certain
closely related activities that do not, in the aggregate, raise an appearance of impaired independence. Stralem will support the reappointment of the company's auditors unless:
• | It is not clear that the auditors will be able to fulfill their function; |
• | There is reason to believe the independent auditors have rendered an opinion that is neither accurate nor indicative of the company's financial position; or |
• | The auditors have a significant professional or personal relationship with the issuer that compromises the auditors’ independence. |
C. Compensation Programs
Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders’ ownership interests in the company, provide participants with excessive awards or have objectionable structural features. Stralem will consider all incentives, awards and compensation, and compare them to a company-specific adjusted allowable dilution cap and a weighted average estimate of shareholder wealth transfer and voting power dilution.
• | Stralem will generally vote against plans where: |
+ | the total dilution (including all equity-based plans) is excessive. |
+ | the company can re-price underwater options without shareholder approval, |
+ | the company can issue options with an exercise price below the stock's current market price, |
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+ | the company can issue reload options, or |
+ | the plans includes an automatic share replenishment ("evergreen") feature. |
• | Stralem will generally support: |
+ | proposals to re-price options if there is a value-for-value (rather than a share-for-share) exchange. |
+ | the board's discretion to determine and grant appropriate cash compensation and severance packages. |
+ | the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. |
D. Corporate Matters
Stralem will review management proposals relating to changes to capital structure, reincorporation, restructuring and mergers and acquisitions on a case by case basis, considering the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company's industry and performance in terms of shareholder returns.
• | Stralem will generally support: |
+ | merger and acquisition proposals that the Senior Portfolio Manager believes, based on his review of the materials, will result in financial and operating benefits, have a fair offer price, have favorable prospects for the combined companies, and will not have a negative impact on corporate governance or shareholder rights. |
+ | proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company's industry and performance in terms of shareholder returns. |
+ | proposals to institute open-market share repurchase plans in which all shareholders participate on an equal basis. |
• | Stralem will vote against proposals to increase the number of authorized shares of any class of stock that has superior voting rights to another class of stock. |
E. Shareholder Proposals
Shareholder proposals can be extremely complex, and the impact on share value can rarely be anticipated with any high degree of confidence. Stralem reviews shareholder proposals on a case by-case basis, giving careful consideration to such factors as: the proposal's impact on the company's short-term and long-term share value, its effect on the company's reputation, the economic effect of the proposal, industry and regional norms applicable to the company, the company’s overall corporate governance provisions, and the reasonableness of the request.
• | Stralem will generally support |
+ | the board's discretion regarding shareholder proposals that involve ordinary business practices. |
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+ | proposals that are designed to protect shareholder rights if the company’s corporate governance standards indicate that such additional protections are warranted. |
+ | proposals to lower barriers to shareholder action. |
+ | proposals to subject shareholder rights plans to a shareholder vote. |
F. Other
• | Stralem will vote against |
+ | proposals where the proxy materials lack sufficient information upon which to base an informed decision. |
+ | proposals to authorize the proxy to conduct any other business that is not described in the proxy statement. |
• | Stralem will vote any matters not specifically covered by these proxy policies and procedures in the economic best interest of advisory clients. |
Stralem's proxy policies, and the procedures noted below, may be amended from time to time.
II. Proxy Voting Procedures
• | Stralem subscribes to the proxy monitoring and voting agent services offered by Institutional Shareholder Services, Inc/RiskMetrics ("ISS"). ISS provides a proxy analysis with research and voting recommendations for each matter submitted to shareholder vote by companies held in the portfolios of advisory accounts that have requested Stralem to assume proxy voting responsibility or accounts that Stralem is required by law to vote proxies on behalf of that entity. In addition, ISS votes, records and generates a voting activity report for Stralem's clients. Stralem monitors ISS's voting and if Stralem does not issue instructions to ISS for a particular matter, ISS will mark the ballots in accordance with their recommendations. As part of ISS's recordkeeping/administrative function, ISS receives and reviews all proxy statements, ballots and other materials, and generates reports regarding proxy activity. Stralem may receive proxy statements with respect to client securities at any time, although in general proxy statements will be sent either directly to ISS or to the client if Stralem has not been asked to vote the proxies. |
• | Some clients over which Stralem has proxy voting discretion participate in securities lending programs. Stralem will be unable to vote any security that is out on loan to a borrower on a proxy record date because title to loaned securities passes to the borrower. |
• | When Stralem is asked or required by law to vote proxies on behalf of a client, Stralem will generally vote in accordance with the recommendations of ISS, but Stralem may issue instructions to change a particular vote if Stralem determines that it is in the client's best interest. Where applicable, Stralem will also consider any specific guidelines designated in writing by a client. Clients that specify the use of proxy guidelines other than the ISS standard voting guidelines will be voted in accordance with these other guidelines. In addition to ISS' standard guidelines, Stralem also subscribes to ISS’ Socially Responsible guidelines and Taft-Hartley guidelines. |
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• | The Senior Portfolio Manager will consider Stralem's fiduciary responsibility to all clients when addressing proxy issues and vote accordingly. The Senior Portfolio Manager will periodically monitor and review the policies of ISS. |
In addition to the foregoing, Stralem will adhere to the following protocols:
• | Stralem will not engage in conduct that involves an attempt to change or influence the control of a company, other than by voting proxies and participating in Creditors' committees. |
• | Stralem will not publicly announce its voting intentions and the reasons therefore. |
• | Stralem will not participate in a proxy solicitation or otherwise seek proxy-voting authority from any other public company shareholder. |
• | All communications regarding proxy issues between the Stralem and companies or their agents, or with fellow shareholders shall be for the sole purpose of expressing and discussing Stralem's concerns for its advisory clients’ interests and not in an attempt to influence or control management. |
III. Conflicts of Interest
A potential conflict of interest situation may include where Stralem or an affiliate manages assets for, administers an employee benefit plan for, provides other financial products or services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote proxies in favor of management of the company may harm Stralem's relationship with the company. In order to avoid even the appearance of impropriety, Stralem will not take Stralem's relationship with the company into account, and will vote the company's proxies in the best interest of Stralem's advisory clients, in accordance with these proxy policies and procedures.
To the extent that the Senior Portfolio Manager has any conflict of interest with respect to a company or an issue presented, then the Senior Portfolio Manager should inform the Compliance Officer and the President of Stralem of such conflict and Stralem will refer the matter to ISS and direct that service to vote the proxy in the client's interest.
IV. Document Retention Policy.
Stralem will retain and/or cause to be retained by ISS the following documents in a central location:
• | A copy of this Policy & Procedure Statement. |
• | A list of proxy statements received for each advisory client. |
• | A record of each vote cast on behalf of a client. Stralem may rely on a third party to make and retain this record on Stralem's behalf, so long as Stralem has obtained the third party's undertaking to provide a copy of such voting record promptly upon request. |
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• | A copy of any document created by Stralem that was material to Stralem's decision on how to vote proxies on behalf of a client or that memorializes the basis for that decision. |
• | A copy of each written client request for information on how Stralem voted proxies on behalf of the client, and a copy of any written response from Stralem to the requesting client. |
These documents will be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made on such record. Records maintained by Stralem shall be maintained for the first two years in an appropriate office of Stralem and three years in offsite storage.
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PART C. | OTHER INFORMATION |
Item 28. | Exhibits |
(a) |
Agreement and Declaration of Trust, dated February 28, 2012, is incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(b) |
Bylaws, dated February 28, 2012, is incorporated by reference to Exhibit (b) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(c) |
Instruments Defining Rights of Security Holders are incorporated by reference to Exhibit (a) of Registrant’s initial Registration Statement on Form N-1A, filed on March 23, 2012.
|
(d)(1) |
Investment Advisory Agreement with 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)(2) |
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) |
Investment Advisory Agreement with Barrow Street Advisors LLC, dated April 23, 2013, for Barrow Value Opportunity Fund (formerly Barrow All-Cap Core Fund) 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)(4) |
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)(5) |
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. |
1
(d)(6) |
Investment Advisory Agreement with Ryan Labs Asset Management Inc. (formerly Ryan Labs, Inc.), dated March 31, 2015, for Ryan Labs Core Bond Fund is incorporated by reference to Exhibit (d)(7) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(d)(7)(A) |
Investment Advisory Agreement with Waycross Partners, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund is incorporated by reference to Exhibit (d)(xi) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
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(d)(7)(B) |
Amended Schedule A to the Investment Advisory Agreement, dated February 2, 2017, for the Waycross Long/Short Equity Fund is incorporated by reference to Exhibit (d)(8)(B) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(d)(8) |
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.
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(d)(9) |
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.
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(d)(10)(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.
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(d)(10)(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. |
2
(d)(11)(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.
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(d)(11)(B) |
Amended Schedule A to the Investment Advisory Agreement with Marshfield Associates, Inc., dated July 28, 2016, is incorporated by reference to Exhibit (d)(13)(B) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(d)(12) |
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.
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(d)(13) |
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.
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(d)(14) |
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.
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(d)(15) |
Investment Advisory Agreement with Edgemoor Investment Advisors, Inc., dated January 27, 2017, for the Meehan Focus 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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(d)(16) |
Investment Advisory Agreement with Kempner Capital Management, Inc., dated April 14, 2017, for the Kempner Multi-Cap Deep Value 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.
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(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. |
3
(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 Value Opportunity Fund, 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) |
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)(G) |
Ninth Amendment, dated March 24, 2015, to the Custody Agreement with U.S. Bank, dated June 5, 2012, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (g)(x) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015. |
4
(g)(1)(H) |
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)(I) |
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)(J) |
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)(K) |
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)(L) |
Sixteenth Amendment to the Custody Agreement with U.S. Bank, dated May 24, 2017, for Meehan Fund, is incorporated by reference to Exhibit (g)(1)(N) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(g)(1)(M) |
Eighth Amendment to the Custody Agreement with U.S. Bank, dated May 24, 2017, for Meehan Fund, is incorporated by reference to Exhibit (g)(1)(O) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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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. |
5
(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 Value Opportunity Fund, HVIA Equity Fund, Kempner Multi-Cap Deep Value Equity Fund, and Marshfield Concentrated Opportunity 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 Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical U.S. Value Equity Fund, the Barrow Value Opportunity Fund, 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 U.S. Value Equity Fund 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. |
6
(h)(1)(D) |
Administration Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxviii) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
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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, 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)(H) |
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)(I) |
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)(J) |
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. |
7
(h)(1)(K) |
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.
|
(h)(1)(L) |
Administration Agreement with Ultimus Fund Solutions, LLC, dated April 14, 2017, for Kempner Multi-Cap Deep Value 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.
|
(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.
|
(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 Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical U.S. Value Equity Fund, the Barrow Value Opportunity Fund, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(xii) through (h)(xvi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(h)(3)(B) |
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated July 21, 2014, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxiv) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(h)(3)(C)(i) |
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Labs Funds, is incorporated by reference to Exhibit (h)(xxxviii) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(h)(3)(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. |
8
(h)(3)(D) |
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xxxix) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(h)(3)(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.
|
(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.
|
(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.
|
(h)(3)(G) |
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated December 27, 2015, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(3)(I)(ii) of Post-Effective Amendment No. 61 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2015.
|
(h)(3)(H) |
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.
|
(h)(3)(I) |
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. |
9
(h)(3)(J) |
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.
|
(h)(3)(K) |
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.
|
(h)(3)(L) |
Fund Accounting Agreement with Ultimus Fund Solutions, LLC, dated April 14, 2017, for Kempner Multi-Cap Deep Value 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.
|
(h)(4)(A) |
Transfer Agent and Shareholder Services Agreements, each dated separately, with Ultimus Fund Solutions, LLC, dated June 5, 2012, for Cincinnati Asset Management Funds: Broad Market Strategic Income Fund, the Lyrical U.S. Value Equity Fund, the Barrow Value Opportunity Fund, and Wavelength Interest Rate Neutral Fund, are incorporated by reference to Exhibits (h)(vii) through (h)(xi) of Post-Effective Amendment No. 23 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on July 11, 2014.
|
(h)(4)(B) |
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated June 5, 2012, for Blue Current Global Dividend Fund, is incorporated by reference to Exhibit (h)(xxvi) of Post-Effective Amendment No. 25 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 15, 2014.
|
(h)(4)(C)(i) |
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated October 20, 2014, for the Ryan Funds, is incorporated by reference to Exhibit (h)(xxxiv) of Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on December 24, 2014.
|
(h)(4)(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. |
10
(h)(4)(D) |
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated April 20, 2015, for Waycross Long/Short Equity Fund, is incorporated by reference to Exhibit (h)(xl) of Post-Effective Amendment No. 38 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on April 29, 2015.
|
(h)(4)(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.
|
(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.
|
(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 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)(H) |
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)(I) |
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)(J) |
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. |
11
(h)(4)(K) |
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)(L) |
Transfer Agent and Shareholder Services Agreement with Ultimus Fund Solutions, LLC, dated April 14, 2017, for Kempner Multi-Cap Deep Value 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) |
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)(B) |
Amended and Restated Expense Limitation Agreement with Barrow Street Advisors LLC, dated January 23, 2018, for the Barrow Value Opportunity Fund, is filed herewith.
|
(h)(5)(C) |
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)(D) |
Amended and Restated Expense Limitation Agreement with Lyrical Asset Management LP, dated October 24, 2017, for the Lyrical U.S. Value Equity Fund, is incorporated by reference to Exhibit (h)(5)(E) of Post-Effective Amendment No. 114 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 21, 2017.
|
(h)(5)(E) |
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)(F) |
Amended Expense Limitation Agreement with Ryan Labs Asset Management Inc., for Ryan Labs Funds, is incorporated by reference to Exhibit (h)(5)(G) of Post-Effective Amendment No. 112 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 28, 2017. |
12
(h)(5)(G)(i) |
Amended Expense Limitation Agreement with Waycross Partners, LLC, dated February 2, 2017, for 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.
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(h)(5)(G)(ii) |
Amended Schedule A, dated October 24, 2017, to the Amended and Restated Expense Limitation Agreement with Waycross Partners, LLC, dated February 2, 2017, for the Waycross Fund, is incorporated by reference to Exhibit (h)(5)(H)(ii) of Post-Effective Amendment No. 114 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 21, 2017.
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(h)(5)(H)(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.
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(h)(5)(H)(ii) |
Amended Schedule A, dated October 24, 2017, to the Amended and Restated Expense Limitation Agreement with Topturn Fund Advisors, LLC for the Topturn OneEighty Fund, is incorporated by reference to Exhibit (h)(5)(I)(ii) of Post-Effective Amendment No. 114 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 21, 2017.
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(h)(5)(I)(i) |
Amended and Restated Expense Limitation Agreement with Alambic Investment Management, LP, dated July 24, 2017, for the Alambic Funds, is incorporated by reference to Exhibit (h)(5)(J) of Post-Effective Amendment No. 112 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on September 28, 2017.
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(h)(5)(I)(ii) |
Amended Schedule A, dated October 24, 2017, to the Amended and Restated Expense Limitation Agreement with Alambic Investment Management, L.P., dated July 24, 2017, for the Alambic Funds, incorporated by reference to Exhibit (h)(5)(J)(ii) of Post-Effective Amendment No. 114 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 21, 2017.
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(h)(5)(J) | Amended and Restated Expense Limitation Agreement with Marshfield Associates, Inc., dated October 24, 2017, for Marshfield Concentrated Opportunity Fund, is incorporated by reference to Exhibit (h)(5)(L) of Post-Effective Amendment No. 114 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 21, 2017. |
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(h)(5)(K) |
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.
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(h)(5)(L) |
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.
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(h)(5)(M) |
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.
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(h)(5)(N) |
Amended and Restated Expense Limitation Agreement with Edgemoor Investment Advisors, Inc., dated February 28, 2018, for Meehan Fund, is filed herewith.
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(h)(5)(O) |
Expense Limitation Agreement with Kempner Capital Management, Inc., dated April 14, 2016, for Kempner Multi-Cap Deep Value 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.
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(i) |
Inapplicable.
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(j) |
Consents of Independent Registered Public Accounting Firm are filed herewith.
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(k) |
Inapplicable.
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(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.
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(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. |
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(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 Fund, is incorporated by reference to Exhibit (m)(1)(ii) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(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.
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(n)(2) |
Amended Rule 18f-3 Multi-Class Plan, dated April 24, 2017, is incorporated by reference to Exhibit (n)(2) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(o) |
Reserved.
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(p)(1) |
Code of Ethics of the Registrant, dated June 5, 2012, amended October 24, 2016, is incorporated by reference to Exhibit (p)(i) of Pre-Effective Amendment No. 108 of Registration’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(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.
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(p)(2)(ii) |
Amended Code of Ethics of Ultimus Fund Distributors, LLC, dated June 1, 2017, is incorporated by reference to Exhibit (p)(2)(ii) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(p)(3) |
Amended Code of Ethics of Cincinnati Asset Management, Inc., dated January 2016, is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(p)(4)
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Amended Code of Ethics of Lyrical Asset Management LP, dated October 2015, is incorporated by reference to Exhibit (p)(5) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(p)(5)
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Amended Code of Ethics of Barrow Street Advisors LLC, dated February 2017, is incorporated by reference to Exhibit (p)(6) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017. |
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(p)(6)
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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.
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(p)(7)
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Amended Code of Ethics of Edge Advisors, LLC, dated December 2015, is incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(p)(8) |
Amended Code of Ethics of Ryan Labs Asset Management, Inc., dated February 2017, is incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 108 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 28, 2017.
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(p)(9)
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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.
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(p)(10)
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Amended Code of Ethics of Topturn Fund Advisors, LLC is filed herewith.
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(p)(11)
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Amended Code of Ethics of Alambic Investment Management, LP is filed herewith.
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(p)(12) |
Amended Code of Ethics of Marshfield Associates, Inc. is filed herewith.
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(p)(13) |
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.
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(p)(14) |
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.
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(p)(15) |
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. |
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(p)(16) |
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.
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(p)(17) |
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.
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(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 |
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 30. | Indemnification |
Article VI of the Registrant’s Agreement and Declaration of Trust provides for indemnification of officers and Trustees as follows:
“ Section 6.4 Indemnification of Trustees, Officers, etc.
Subject to and except as otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act, the Trust shall indemnify each of its Trustees and officers, including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “ Covered Person” ) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
Section 6.5 Advances of Expenses. The Trust shall advance attorneys’ fees or other expenses incurred by a Covered Person in defending a proceeding to the full extent permitted by the Securities Act of 1933, as amended, the 1940 Act, as amended, and Ohio Revised Code Chapter 1707, as amended. In the event any of these Federal laws conflict with Ohio Revised Code Section 1701.13I, as amended, these Federal laws, and not Ohio Revised Code Section 1701.13I, shall govern.
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Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.”
The Investment Advisory Agreements with Cincinnati Asset Management, Inc., Lyrical Asset Management LP, Barrow Street Advisors LLC, Wavelength Capital Management, LLC, Edge Advisors, LLC, Ryan Labs Asset Management, Inc., Waycross Partners, LLC, Topturn Fund Advisors, LLC, Alambic Investment Management, LP, Marshfield Associates, Inc., Ladder Capital Asset Management LLC, Hudson Valley Investment Advisors, Inc., Stralem & Company Incorporated, Kempner Capital Management, Inc., and Edgemoor Investment Advisors, Inc. (the “ Advisers ”) provide that the Advisers shall not be liable for any error of judgment or for any loss suffered by the Trust or the Funds in connection with the performance of their duties, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Advisers in the performance of their duties, or from reckless disregard of its duties and obligations thereunder.
The Distribution Agreement with Ultimus Fund Distributors, LLC (the “ Distributor ”) provides that the Distributor, its directors, officers, employees, shareholders and control persons shall not be liable for any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with the matters to which the Agreement relates, except a loss resulting from the failure of Distributor or any such other person to comply with applicable law or the terms of the Agreement, or from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Distributor’s duties or from the reckless disregard by any of such persons of Distributor’s obligations and duties under the Agreement.
The Distribution Agreement with the Distributor further also provides that the Distributor agrees to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be a Trustee, officer, employee, shareholder or control person of the Trust against any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Distributor or any agent or employee of Distributor or any other person for whose acts Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust; (ii) Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; and (iii) Distributor’s failure to comply with applicable laws and the Rules of FINRA.
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The Registrant intends to maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy shall provide coverage to the Registrant, its Trustees and officers and the Adviser. Coverage under the policy will include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
Item 31. | Business and Other Connections of the Investment Advisers |
(a) | 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. |
The directors, officers, and partners of CAM are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(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 |
(b) | 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. |
The directors, officers, and partners of Lyrical are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Andrew Wellington – Managing Partner and Chief Investment Officer |
(2) | Jeffrey Keswin – Managing Partner |
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(3) | Jeffrey Moses, Chief Compliance Officer |
(4) | Edward Peyton Gage, Chief Financial Officer |
(c) | 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. |
The directors, officers, and partners of Barrow Street are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Robert F. Greenhill, Jr. – Principal |
(2) | Nicholas Chermayeff – Principal |
(d) | 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. |
The directors, officers, and partners of Wavelength are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Andrew G. Dassori – Founding Partner and Chief Investment Officer |
a. | Partner at Den LLC / Den II LLC |
(2) | Mark Landis – Founding Partner |
(e) | 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. |
The directors, officers, and partners of Edge are listed below along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Paul Izlar – Partner |
(2) | Henry M.T. Jones – Managing Partner |
(3) | William Maner – Partner |
(4) | Albert Rayle – Partner |
(5) | William Skeean – Co-Managing Partner |
(6) | Barrett Karvis – Chief Operating Officer |
(7) | Matthew Carney – Chief Compliance Officer |
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(f) | 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. |
The directors, officers, and partners of Ryan Labs are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(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, President, and Chief Investment Officer |
(4) | Stephen Preacher – Chairman of the Board |
a. | President of Sun Life Investment Management under Sun Life Financial |
(5) | Thomas Keresztes, Chief Compliance Officer and Chief Operating Officer |
(6) | William C. Adair – Board Member, Head of Sales, Client Service and Strategy |
(g) | Waycross Partners, LLC (“ Waycross ”) located at 4965 U.S. Highway 42, Suite 2900, Louisville, Kentucky 40202, has been registered as an investment adviser since 2015. |
The directors, officers, and partners of Waycross are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Larry Walker – Member |
a. | Manager at Walker One, LLC |
b. | Member of Boca Properties, LLC |
(2) | John Ferreby – Member |
(3) | Matthew Bevin – Member |
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 |
(4) | Emily O’Leary, Chief Compliance Officer |
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(h) | Topturn Fund Advisors, LLC (“ Topturn ”), located at 30 Ragsdale Drive, Suite 100, Monterey, California 93940, has been registered as an investment adviser since 2015. |
The directors, officers, and partners of Topturn are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Dan Darchuck – Managing Member, Chief Executive Officer, and Chief Compliance Officer |
a. | Chief Executive Officer of Topturn Capital, LLC |
(2) | Greg Stewart – Managing Member and Chief Investment Officer |
a. | Chief Investment Officer and Managing Member of Topturn Capital, LLC. |
(i) | 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. |
The directors, officers, and partners of Alambic are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Albert Richards – Chief Executive Officer and Limited Partners |
a. | Director of and an investor in CETIP SA |
(2) | Brian Thompson – Chief Risk Officer, President, and Limited Partners |
(3) | Mike Oberhaus – Chief Financial Officer & Chief Operational Officer |
(4) | Robert Slaymaker – Partner |
(5) | Mary Phillips – Chief Compliance Officer |
(j) | 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. |
The directors, officers, and partners of Marshfield are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(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 |
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(8) | Kimberly Vinick – Director of Operations |
(9) | Carmen Colt – Chief Compliance Officer |
The above individuals are also all principals and employees of Yogi Advisors, LLC and Bushido Capital Partners LLC.
(k) | 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. |
The directors, officers, and partners of Ladder are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Brian Harris – CEO and Member |
a. | CEO and Director of Ladder Capital Corp |
(2) | Pamela McCormack – President |
(3) | Marc Fox – Chief Financial Officer |
(4) | Thomas Harney – Head of Merchant Banking & Capital Markets |
(5) | Robert Perelman – Head of Asset Management |
(6) | Kelly Porcella – General Counsel |
(7) | Michelle Wallach – Chief Compliance Officer |
(8) | Kevin Moclair – Chief Accounting Officer |
The above individuals are also co-employed by Ladder Capital Finance LLC, a commercial real estate finance company and subsidiary of Ladder Capital Corp (NYSE: LADR).
(l) | 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. |
The directors, officers, and partners of Hudson Valley are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(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 Compliance Officer |
(3) | Louis Heimbach –Director |
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 |
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e. | Chairman of Stewart Airport Commission |
(4) | Michael Gilfeather – Director |
a. | President and CEO of Orange County Trust Company |
(5) | Thomas Guarino – Director |
(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 |
(m) | 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. |
The directors, officers, and partners of Stralem are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Hirschel B. Abelson – Chairman |
(2) | Philippe T. Laduane – Executive Vice President |
(3) | Adam S. Abelson – Chief Investment Officer |
(4) | Andrea Baumann Lustig – President |
(5) | Joanne Paccione – Chief Compliance Officer |
(n) | Edgemoor Investment Advisors, Inc. (“ Edgemoor ”), located at 7250 Woodmont Avenue, Suite 315, Bethesda, Maryland 20814, has been registered as an investment adviser since 1999. |
The directors, officers, and partners of Edgemoor are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
(1) | Thomas P. Meehan – President |
(2) | Paul P. Meehan – Managing Director and Chief Compliance Officer |
(3) | R. Jordan Smyth, Jr. – Managing Director |
(o) | 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. |
The directors, officers, and partners of Kempner are listed below, along with their position(s) within the firm and any other position in the capacity of director, officer, partner, or trustee, in any other business, profession, vocation or employment of a substantial nature that they have engaged at any time during the past two years, if any.
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(1) | Harris Leon Kempner, Jr. – President |
(2) | Diana Bartula – Vice President, Treasurer, and Chief Compliance Officer |
(3) | Vera, Greene – Vice President and Head Trader |
(4) | Michael S. Gault – Vice President and Portfolio Manager |
(5) | Bridgette Landis – Asst. Vice President and Trader |
Item 32. | Principal Underwriters |
(a) | The Distributor also acts as the principal underwriter for the following other open-end investment companies: |
(b) |
The address of the Distributor and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
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(c) | Inapplicable |
Item 33. | Location of Accounts and Records |
Accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be maintained by the Registrant at the principal executive offices of its administrator or investment advisers:
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Alambic Investment Management, LP
655 Montgomery Street
San Francisco, California 94111
Barrow Street Advisors LLC
300 First Stamford Place, 3 rd Floor East
Stamford, Connecticut 06902
Cincinnati Asset Management, Inc.
8845 Governor’s Hill Drive
Cincinnati, Ohio 45249
Edge Advisors, LLC
1380 West Paces Ferry Rd., Suite 1000
Atlanta, Georgia 30327
Edgemoor Investment Advisors, Inc.
7250 Woodmont Avenue, Suite 315
Bethesda, Maryland 20814
Hudson Valley Investment Advisors, Inc.
117 Grand Street, Suite 201
Goshen, New York 10924
Kempner Capital Management, Inc.
2201 Market Street
Galveston, Texas 77550
Ladder Capital Asset Management LLC
345 Park Avenue, 8 th Floor
New York, New York 10154
26
Lyrical Asset Management LP
250 West 55 th Street, 37 th Floor
New York, New York 10022
Marshfield Associates, Inc.
21 Dupont Circle NW, Suite 500
Washington, District of Columbia 20036
Ryan Labs Asset Management Inc.
500 Fifth Avenue, Suite 2520
New York, NY 10110
Stralem & Company Incorporated
551 Madison Avenue, 10 th Floor
New York, New York 10022
Topturn Fund Advisors, LLC
30 Ragsdale Drive, Suite 100
Monterey, California 93940
Wavelength Capital Management, LLC
250 West 57 th Street, 20 th Floor
New York, New York 10107
Waycross Partners, LLC
4965 U.S. Highway 42, Suite 2900
Louisville, Kentucky 40202
Certain records, including records relating to the possession of Registrant’s securities, may be maintained at the offices of Registrant’s custodians:
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
MUFG Union Bank, N.A.
350 California Street, Suite 2018
San Francisco, California 94104
Pershing, LLC
One Pershing Plaza
Jersey City, New Jersey 07399
Item 34. | Management Services Not Discussed in Parts A or B |
Inapplicable
27
Item 35. | Undertakings |
Inapplicable
28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “ Securities Act ”) and the Investment Company Act of 1940, each as amended, the Registrant certifies that the Fund has caused this Post-Effective Amendment (“ PEA ”) meets the requirements for effectiveness of this amendment to the Registrant’s Registration Statement on Form N-1A under Rule 485(b) under the Securities Act and has duly caused this PEA to be signed on its behalf by the undersigned, thereto duly authorized, in Cincinnati, Ohio on February 28, 2018.
ULTIMUS MANAGERS TRUST | |||
By: | /s/ David R. Carson | ||
David R. Carson | |||
President |
Pursuant to the requirements of the Securities Act, this PEA has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | |
/s/ Robert G. Dorsey | Trustee | February 28, 2018 | |
Robert G. Dorsey | |||
/s/ Jennifer L. Leamer | Treasurer/Controller | February 28, 2018 | |
Jennifer L. Leamer | |||
* | Trustee | ||
David M. Deptula | /s/ Frank L. Newbauer | ||
Frank L. Newbauer | |||
* | Trustee | Attorney-in-Fact* | |
John J. Discepoli | February 28, 2018 | ||
* | Trustee | ||
Janine L. Cohen |
29
EXHIBIT LIST
(h)(5)(B) |
Amended and Restated Expense Limitation Agreement with Barrow Street Advisors LLC |
(h)(5)(N) |
Amended and Restated Expense Limitation Agreement with Edgemoor Investment Advisors, Inc. |
(J) | Consents of Independent Registered Public Accounting Firm |
(p)(10) | Amended Code of Ethics of Topturn Fund Advisors, LLC |
(p)(11) | Amended Code of Ethics of Alambic Investment Management, LP |
(p)(12) | Amended Code of Ethics of Marshfield Associates, Inc. |
(p)(17) | Amended Code of Ethics of Kempner Capital Management, Inc. |
30
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
FOR ULTIMUS MANAGERS TRUST
THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) , dated as of January 23, 2018, is made and entered into by and between Ultimus Managers Trust , an Ohio business trust (the “ Trust ”), on behalf of each series of the Trust set forth on Schedule A attached hereto (each a “ Fund ” and collectively, the “ Funds ”), and Barrow Street Advisors, LLC (the “ Adviser ”).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”); and
WHEREAS , the Adviser has been appointed the investment adviser of each Fund pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser (the “ Advisory Agreement ”); and
WHEREAS , the Trust and the Adviser entered into that certain Expense Limitation Agreement, dated April 23, 2013, and amended and restated on January 24, 2017 (the “ Original Expense Limitation Agreement ”), under which the Adviser agreed to limit the expenses of each Fund in order to help maintain the Fund’s expense ratio within a certain operating expense limit; and
WHEREAS , the Trust and the Adviser wish to amend and restate the Original Expense Limitation Agreement to more precisely state the applicable maximum operating expense limit of each Fund, extend the term of the agreement, and make changes; and
WHEREAS , each Fund may, from time to time, invest in affiliated or unaffiliated money market funds or other investment companies such as exchange-traded funds (“ ETFs ”), such underlying investments collectively referred to herein as “ Acquired Funds ”;
NOW, THEREFORE , in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the Trust and the Adviser hereby agree as follows:
1. The Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory Agreement (but not below zero) and/or reimburse other expenses of each Fund, through the applicable termination date set forth on Schedule A, to the extent necessary to limit the Total Annual Operating Expenses of each class of shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; 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, to the amount of the “ Maximum Operating Expense Limit ” applicable to each Fund and each class of shares thereof as set forth on the attached Schedule A.
2. The applicable Fund agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the applicable Fund to the Adviser pursuant to the Advisory Agreement or which have been reimbursed in accordance with Section 1 hereof (the “ Deferred Fees ”), subject to the limitations provided in this Section 2. Such repayment shall be made monthly, but only if the Total Annual Operating Expenses of the applicable Fund and each class of shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; 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), without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the applicable Fund) that is equal to or less than the “Maximum Operating Expense Limit” of the respective class of shares of the applicable Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by the applicable Fund in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; 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) do not exceed (x) the “Maximum Operating Expense Limit” for each respective class of shares of the applicable Fund then in effect and (y) the “Maximum Operating Expense Limit” for the respective class of shares of the applicable Fund in effect at the time the expenses to be repaid were incurred.
Deferred Fees are subject to repayment by the Fund for a period of 36 months after the end of the fiscal month in which the Deferred Fees were incurred. Notwithstanding anything to the contrary in this Agreement, in no event will one Fund be obligated to pay any Deferred Fees with respect to any other series of the Trust.
3. This Agreement with respect to each Fund shall continue in effect until the applicable termination date listed on Schedule A and annually thereafter, provided each such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“ Non-Interested Trustees ”). Nevertheless, this Agreement may be terminated by either party hereto, without payment of any penalty, upon written notice at least 90 days prior to the end of the then-current term of the Agreement to the other party at its principal place of business; provided that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the applicable Fund. Any termination pursuant to this Section 3 shall become effective, unless otherwise specifically agreed upon, on the last day of the then-current term of the Agreement. This Agreement will terminate automatically as to a Fund if the Advisory Agreement with respect to that Fund is terminated. Upon the termination of this Agreement for any reason, the Adviser acknowledges and agrees that (i) it remains liable for all fee reductions and reimbursement obligations pursuant to Section 1 hereof that accrued prior to the termination of this Agreement and (ii) the obligations under Section 2 hereof shall cease and terminate as to each of the Funds if the entire Agreement is terminated, and if the entire Agreement is not terminated, as to each Fund with respect to which the Agreement is terminated.
2
4. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
5. This agreement may be modified only at the request of either party and with the approval of the Board of Trustees (the “ Board ”).
Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.
6. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement for the applicable Fund or the 1940 Act.
7. Notice is hereby given that this Agreement is executed by the Trust on behalf of each Fund by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers, or shareholders individually but are binding only upon the assets and property belonging to the applicable Fund.
IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the date first above written.
ULTIMUS MANAGERS TRUST | Barrow Street Advisors, LLC | ||||
By: |
By: | ||||
Name: | David R. Carson | Name: | Nicholas Chermayeff | ||
Title: | President | Title: | Principal |
3
SCHEDULE A
to
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Dated January 23, 2018
FOR ULTIMUS MANAGERS TRUST
Fund Name |
Maximum Operating Expense Limit* |
Expiration Date |
Barrow Value Opportunity Fund |
1.15% |
October 1, 2019 |
* | Expressed as a percentage of a Fund’s average daily net assets. This amount is exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; 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. |
4
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
FOR ULTIMUS MANAGERS TRUST
THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “ Agreement ”) , dated February, 28 2018, is made and entered into by and between the ULTIMUS MANAGERS TRUST , an Ohio business trust (the “ Trust ”), on behalf of each series of the Trust set forth on Schedule A attached hereto (each a “ Fund ”), and Edgemoor Investment Advisors, Inc. , a Maryland corporation (the “ Adviser ”).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”); and
WHEREAS , the Adviser has been appointed the investment adviser of each Fund pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser (the “ Advisory Agreement ”); and
WHEREAS, the Trust and the Adviser entered into that certain Expense Limitation Agreement (the “ Original Expense Limitation Agreement ”), dated January 24, 2017, under which the Adviser agreed to limit the expenses of each Fund in order to help maintain the Fund’s expense ratio within a certain operating expense limit; and
WHEREAS , the Trust and the Adviser wish to amend and restate the Original Expense Limitation Agreement to more precisely state the applicable maximum operating expense limit of each Fund, extend the term of the agreement and make changes; and
WHEREAS , each Fund may, from time to time, invest in affiliated or unaffiliated money market funds or other investment companies such as exchange-traded funds (“ETFs”), such underlying investments (collectively referred to herein as “ Acquired Funds ”);
NOW, THEREFORE , the Trust and the Adviser hereby agree as follows:
1. The Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory Agreement (but not below zero) and/or reimburse other expenses of each Fund, through the applicable termination date set forth on Schedule A, to the extent necessary to limit the total operating expenses of each class of shares of the Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, 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), to the amount of the “Maximum Operating Expense Limit” applicable to each Fund and each class of shares thereof as set forth on the attached Schedule A.
2. The applicable Fund agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the applicable Fund to the Adviser pursuant to the Advisory Agreement or which have been reimbursed in accordance with Section 1 hereof (the “Deferred Fees”), subject to the limitations provided in this Section 2. Such repayment shall be made monthly, but only if the operating expenses of the applicable Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, 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), without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the applicable Fund) that is equal to or less than the “Maximum Operating Expense Limit” of the respective class of shares of the applicable Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by the applicable Fund in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, 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) do not exceed (x) the “Maximum Operating Expense Limit” for the respective class of shares of the applicable Fund then in effect and (y) the Maximum Operating Expense Limit for the respective class of shares of the applicable Fund in effect at the time the expenses to be repaid were incurred.
Deferred Fees are subject to repayment by the Fund for a period of 36 months after the end of the fiscal month in which the Deferred Fees were incurred. Notwithstanding anything to the contrary in this Agreement, in no event will one Fund be obligated to pay any Deferred Fees with respect to any other series of the Trust.
3. This Agreement with respect to each Fund shall continue in effect until the applicable termination date set forth on Schedule A and annually thereafter provided each such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“Non-Interested Trustees”). Nevertheless, this Agreement may be terminated by either party hereto, without payment of any penalty, upon written notice at least ninety (90) days prior to the end of the then-current term of the Agreement to the other party at its principal place of business; provided that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the applicable Fund. Any termination pursuant to this Section 3 shall become effective, unless otherwise specifically agreed upon, on the last day of the then-current term of the Agreement. This Agreement will terminate automatically as to a Fund if the Advisory Agreement with respect to that Fund is terminated. Upon the termination of the Agreement for any reason, the Adviser acknowledges and agrees that (i) it remains liable for all fee reductions and reimbursement obligations pursuant to Section 1 hereof that accrued prior to the termination of this Agreement and (ii) the obligations under Section 2 hereof shall cease and terminate as to each of the Funds if the entire Agreement is terminated, and if the entire Agreement is not terminated, as to each Fund with respect to which the Agreement is terminated.
4. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
2
5. This agreement may be modified only at the request of either party and with the approval of the Board of Trustees (the “ Board ”).
Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.
Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement for the applicable Fund or the 1940 Act.
Notice is hereby given that this Agreement is executed by the Trust on behalf of each Fund by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the applicable Fund.
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.
ULTIMUS MANAGERS TRUST | EDGEMOOR INVESTMENT ADVISORS, INC. | ||||
By: |
/s/ David R. Carson | By: | /s/Thomas P. Meehan | ||
Name: | David R. Carson | Name: | Thomas P. Meehan | ||
Title: | President | Title: | President |
3
SCHEDULE A
to
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Dated February 28, 2018
FOR ULTIMUS MANAGERS TRUST
Fund Name |
Maximum Operating Expense Limit* |
Termination Date |
Meehan Focus Fund | 1.00 % | March 1, 2019 |
* | Expressed as a percentage of a Fund’s average daily net assets. This amount is exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, 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. |
4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated December 22, 2017, relating to the financial statements and financial highlights of Meehan Focus Fund, a series of Ultimus Managers Trust, for the year ended October 31, 2017, and to the references to our firm under the headings “Financial Highlights” in the Prospectus, and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.
Cohen & Company, Ltd.
Cleveland, Ohio
February 27, 2018
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated December 22, 2017, relating to the financial statements and financial highlights of Stralem Equity Fund, a series of Ultimus Managers Trust, for the year ended October 31, 2017, and to the references to our firm under the headings “Financial Highlights” in the Prospectus, and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.
Cohen & Company, Ltd.
Cleveland, Ohio
February 27, 2018
Compliance Manual |
Firm Personnel
CODE OF ETHICS
INTRODUCTION
The Firm has adopted this code of ethics (the “Code of Ethics”) in compliance with the Rules, including Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940, in order to specify the standard of conduct expected of its Associated Persons (as defined below). The Firm will describe its Code of Ethics to clients in writing and, upon request, furnish clients with a copy of the Code of Ethics.
All Associated Persons of the Firm must comply with the Rules. In particular, it is unlawful for the Firm and any Associated Person, by use of the mail or any means or instrumentality of interstate commerce, directly or indirectly:
• | 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. |
In addition, Firm personnel are prohibited from, among other things, engaging in the following activities:
• | 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; |
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• | 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. |
In adopting this Code of Ethics, the Firm recognizes that it, and its Associated Persons owe a fiduciary duty to the Firm’s client accounts and must (1) at all times place the interests of Firm clients first; (2) conduct personal securities transactions in a manner consistent with this Code of Ethics and avoid any abuse of a position of trust and responsibility; and (3) adhere to the fundamental standard that Associated Persons should not take inappropriate advantage of their positions. In addition, Associated Persons must report any violations of the Code of Ethics to the Firm’s Chief Compliance Officer.
DEFINITIONS
“ Access Person ” means any supervised person of the Firm:
(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. |
“ Acquisition ” or “ Acquire ” includes any purchase and the receipt of any gift or bequest of any Reportable Security.
“ Affiliate Account ” means, as to any Access Person, an Account:
(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 |
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(iv) | Of any Access Person of the Firm. |
“ Associated Person ” of the Firm means any Access Person, and any employees, including
independent contractors who perform advisory functions on behalf of the Firm.
“ 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.
“ Beneficial Ownership ” means a direct or indirect “pecuniary interest” (as defined in Rule 16a- 1(a)(2) under the 1934 Act that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Security. This term generally means the opportunity directly or indirectly to profit or share in any profit derived from a transaction in a Security. An Access Person is presumed to have Beneficial Ownership of any Family Member’s account.
“ Client Account ” means any account for which the Firm provides services, including investment advice and investment decisions.
“ Contro l” has the same meaning as in section 2(a)(9) of the Company Act. Section 2(a)(9) defines “Control” as the power to exercise a controlling influence over the management or policies of a company, unless this power is solely the result of an official position with the company.
“ Disposition ” or “ Dispose ” includes any sale and the making of any personal or charitable gift of Reportable Securities.
“ Family Member ” of an Access Person means:
(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. |
“ Initial Public Offering ” means an offering of securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of section 13 or 15(d) of the 1934 Act.
“ Limited Offering ” means an offering that is exempt from registration under the 1933 Act pursuant to section 4(2) or section 4(6) of the 1933 Act or rule 504, 505 or 506 under the 1933 Act.
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“Material Non-Public Information”
(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. |
“ Purchase or sale of a Security ” includes, among other things, transactions in options to purchase or sell a Security.
“ Reportable Security ” means a Security as defined in the Code of Ethics, but does not include:
(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. |
“ Restricted Security ” means any Security on the Firm’s Restricted Security List. In general, this list will include securities of public companies which are clients of the Firm, or whose senior management are clients of the Firm.
“Rumor” means a false or misleading statement or a statement without a reasonable basis. A statement will not be considered a “Rumor” if it is clearly an expression of an individual’s or the Firm’s opinion.
“ Security ” means 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, preorganization 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 purchase any of the foregoing.
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PROHIBITED PURCHASES, SALES AND PRACTICES
Timing of Personal Transactions
No Access Person may purchase or sell, directly or indirectly, any Security in which the Access Person or an Affiliate Account has, or by reason of the transaction acquires, any direct or indirect Beneficial Ownership if the Access Person knows or reasonably should know that the Security, at the time of the purchase or sale (i) is being considered for purchase or sale on behalf of any Client Account; or (ii) is being actively purchased or sold on behalf any Client Account.
If the Firm is purchasing/selling or considering for purchase/sale any Security on behalf of a Client Account, no Access Person may effect a transaction in that Security prior to the client purchase/sale having been completed by the Firm, or until a decision has been made not to purchase/sell the Security on behalf of the Client Account.
Notwithstanding the above, Access Persons may effect transactions for themselves at the same time as clients as part of a block trade, in accordance with the Rules and the Compliance Manual.
Improper Use of Information
No Access Person may use his or her knowledge about the securities transactions or holdings of a Client Account in trading for any account that is directly or indirectly beneficially owned by the Access Person or for any Affiliate Account. Any investment ideas developed by an Access Person must be made available to Client Accounts before the Access Person may engage in personal transactions or transactions for an Affiliate Account based on these ideas.
No Associated Person:
• | 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. |
Improper Circulation of Rumors
No Associated Person may originate or circulate any Rumor concerning any Security that the Associated Person knows or has reasonable grounds for believing is false or misleading and is likely to improperly influence the market price of a Security. The following activities are not prohibited:
• | Discussion of Rumors that are published by widely circulated; |
• | Discussion of Rumors among other financial services professionals when discussing market or trading conditions; and |
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• | Discussion with others for the purpose of verifying, or inquiring into the truthfulness or accuracy of a Rumor. |
Initial Public Offerings
No Access Person may acquire any securities in an Initial Public Offering without first obtaining pre-clearance and approval from the Chief Compliance Officer.
Limited Offerings
No Access Person may acquire any securities in a Limited Offering without first obtaining pre- clearance and approval from the Chief Compliance Officer.
REPORTING
An Access Person must submit to the Chief Compliance Officer, on forms designated by the Chief Compliance Officer, the following reports as to all Reportable Securities holdings and brokerage accounts in which the Access Person has, or by reason of a transaction, acquires, Beneficial Ownership:
Initial Holdings Reports
Not later than 10 days after an Access Person becomes an Access Person, a Certification and Holdings Report as set forth on Exhibit I with the following information which must be current as of a date no more than 45 days prior to the date the person becomes an 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 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. |
Quarterly Reportable Securities Transaction Reports
Not later than 30 days after the end of each calendar quarter, a Transactions Report as set forth on Exhibit J for any transaction (i.e., purchase, sale, gift or any other type of Acquisition or Disposition) during the calendar quarter of a Reportable Security in which the Access Person had any direct or indirect Beneficial Ownership including:
• | 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; |
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• | 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. |
Annual Holdings Reports
At least once each twelve (12) month period by a date specified by the Chief Compliance Officer, a Certification and Holdings Report as set forth on Exhibit I with the following information which must be current as of a date no more than 45 days prior to the date the report is submitted:
• | 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. |
Exceptions From Reporting Requirements
An Access Person need not submit:
• | 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. |
Disclaimer of Beneficial Ownership
Any report submitted by an Access Person in accordance with this Code of Ethics may contain a statement that the report will not be construed as an admission by that person that he or she has any direct or indirect Beneficial Ownership in any Security or brokerage account to which the report relates. The existence of any report will not, by itself, be construed as an admission that any event included in the report is a violation of this Code of Ethics.
Annual Certification of Compliance
Each Access Person must submit annually, a Certification and Holdings Report as set forth on Exhibit I by a date specified by the Chief Compliance Officer, that the Access Person:
• | 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 |
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• | Has disclosed or reported all personal securities transactions, holdings and accounts required by this Code of Ethics to be disclosed or reported. |
Legal or Regulatory Proceedings
All Firm personnel (including, but not limited to, Access Persons) will immediately notify the Chief Compliance Officer if they become the subject of a complaint or legal action involving:
• | 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. |
CONFIDENTIALITY
Non-Disclosure of Confidential Information
No Access Person, except in the course of his or her duties, may reveal to any other person any information about securities transactions being considered for, recommended to, or executed on behalf of a Client Account. In addition, no Associated Person may use confidential information for their own benefit or disclose such confidential information to any third party, except as such disclosure or use may be required in connection with their employment or as may be consented to in writing by the Chief Compliance Officer or as otherwise described in the “Reporting of Possible Securities Law Violations” section, below. These provisions will continue in full force and effect after termination of the Associated Person’s relationship with the Firm, regardless of the reason for such termination.
Confidentiality of Information in Access Persons’ Reports
All information obtained from any Access Person under this Code of Ethics normally will be kept in strict confidence by the Firm. However, reports of transactions and other information obtained under this Code of Ethics may be made available to the Commission, any other regulatory or self-regulatory organization or any other civil or criminal authority or court to the extent required by law or regulation or to the extent considered appropriate by management of the Firm. Furthermore, in the event of violations or apparent violations of the Code of Ethics, information may be made available to appropriate management and supervisory personnel of the Firm, to any legal counsel to the above persons and to the appropriate persons associated with a Client Account affected by the violation.
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SANCTIONS
Upon determining that an Access Person has violated this Code of Ethics, the Firm’s Chief Compliance Officer or his or her designee, may impose such sanctions as he or she deems appropriate. These include, but are not limited to, a letter of censure, disgorgement of profits obtained in connection with a violation, the imposition of fines, restrictions on future personal trading, termination of the Access Person’s position or relationship with the Firm or referral to civil or criminal authorities.
REPORTING OF POSSIBLE SECURITIES VIOLATIONS
No firm policy, procedure or agreement (including this manual, any employment manual, employment agreement, severance agreement, or confidentiality agreement) shall be interpreted to impede any person of any right or protection conferred onto that person to report possible securities violations under the federal securities laws (“whistleblower rules”) directly with the securities and exchange commission staff (the “staff”). Should any firm personnel wish to report such a violation to the firm rather than the staff, the person should do so to the chief compliance officer, unless the person is not comfortable with that, in which case a different officer of the firm should be notified. The report can be done anonymously.
The chief compliance officer, or another appropriate officer, will review and analyze the report as well as the whistleblower rules and take proper action after consultation with securities counsel where necessary. The firm will take no retaliatory action that would violate any whistleblower rules against any firm personnel for reporting possible securities violations.
DUTIES OF THE CHIEF COMPLIANCE OFFICER
Identifying and Notifying Access Persons
The Chief Compliance Officer will identify each Access Person and notify each Access Person that the person is subject to this Code of Ethics, including the reporting requirements.
Providing Information to Access Persons
The Chief Compliance Officer will provide advice, with the assistance of counsel if necessary, about the interpretation of this Code of Ethics.
Revising the Restricted Securities List
The Chief Compliance Officer will ensure that the Restricted Securities List is updated as necessary.
Reviewing Reports
The Chief Compliance Officer will be responsible for ensuring that reports submitted by each Access Person are reviewed to determine whether there may have been any transactions prohibited by this Code of Ethics.
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Compliance and Review of the Chief Compliance Officer
The Chief Compliance Officer must comply with the Code of Ethics, including obtaining pre- clearance for certain activities and submitting any required forms and/or reports. The Chief Operations Officer will be responsible for ensuring the compliance of the Chief Compliance Officer with the Code of Ethics.
BOOKS AND RECORDS
In its books and records, the Firm will maintain all documents related to the Code of Ethics including:
• | 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. |
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ALAMBIC INVESTMENT MANAGEMENT, L.P.
CODE OF ETHICS
November 2017
ALAMBIC INVESTMENT MANAGEMENT, L.P.
CODE OF ETHICS
Table of Contents
Statement of General Policy | 1 |
Definitions | 2 |
Standards of Business Conduct | 3 |
Prohibition against Insider Trading | 4 |
Introduction | 4 |
General Policy | 4 |
What is Material Information? | 4 |
What is Nonpublic Information? | 5 |
Identifying Inside Information | 5 |
Contacts with Public Companies | 6 |
Tender Offers | 6 |
Restricted/Watch Lists | 6 |
Personal Securities Transactions | 7 |
General Policy | 7 |
Disclosure of Brokerage Accounts | 7 |
Exception to Reporting Requirements | 7 |
Pre-Clearance Required for Certain Trades | 8 |
Pre-Clearance Required for Participation in IPOs | 8 |
Pre-Clearance Required for Private or Limited Offerings | 8 |
Blackout Periods | 8 |
Interested Transactions | 9 |
Short-Term Trading Profits | 9 |
Front-Running | 9 |
Compliance Procedures | 9 |
Employee/Supervised Person Reportable Transactions | 9 |
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Monitoring and Review of Personal Securities Transactions | 11 |
Political Donations and Pay-to-Play Rules | 11 |
General Policy | 11 |
Pay-to-Play Rules | 11 |
Record Keeping Requirements | 13 |
California and Other State Pay-to-Play Rules | 13 |
Internal Pension Plan Pay-to-Play Rules | 14 |
Gifts and Entertainment | 14 |
General Policy | 14 |
Reporting Requirements | 15 |
Protecting the Confidentiality of Client Information | 16 |
Confidential Client Information | 16 |
Non-Disclosure of Confidential Client Information | 16 |
Employee Responsibilities | 17 |
Security of Confidential Personal Information | 17 |
Privacy Policy | 17 |
Enforcement and Review of Confidentiality and Privacy Policies | 18 |
Outside Business Interests | 18 |
Certification | 19 |
Initial Certification | 19 |
Acknowledgement of Amendments | 19 |
Annual Certification | 19 |
Further Information | 19 |
Records | 20 |
Reporting Violations and Sanctions | 20 |
Reports to Fund Clients | 21 |
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Statement of General Policy
This Code of Ethics (“Code”) has been adopted by Alambic Investment Management, L.P. ("Alambic," "Firm," or “we”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), and Rule 17j-1 of the Investment Company Act of 1940, as amended (“1940 Act”).
This Code establishes rules of conduct for all Alambic employees and is designed to, among other things, govern personal securities trading activities in the accounts of employees, immediate family/household accounts and accounts in which an employee has a beneficial interest. The Code is based upon the principle that Alambic and its employees owe a fiduciary duty to the Firm's Clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of Clients, (ii) taking inappropriate advantage of their position with the Firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
The Code is designed to ensure that the high ethical standards maintained by the Firm continue to be applied. The purpose of the Code is to preclude activities that may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct.
Alambic's excellent name and reputation is a direct reflection of each employee's conduct.
Pursuant to Section 206 of the Advisers Act, both Alambic and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the Alambic has an affirmative duty of utmost good faith to act solely in the best interest of its Clients.
Alambic and its employees are subject to the following specific fiduciary obligations when dealing with Clients:
• | The duty to have a reasonable, independent basis for the investment advice provided; |
• | The duty to obtain best execution for a Client’s transactions where the Firm is in a position to direct brokerage transactions for the Client; |
• | The duty to ensure that investment advice is suitable to meeting the Client’s individual |
objectives, needs and circumstances; and
• | A duty to be loyal to Clients. |
In meeting its fiduciary responsibilities to its Clients, Alambic expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Alambic. Strict compliance with the provisions of this Code shall be considered a basic condition of employment with Alambic.
Alambic's reputation for fair and honest dealing with its Clients could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our Clients. Employees are urged to seek the advice of the Chief Compliance Officer ("CCO"), for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Alambic.
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The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for Alambic employees in their conduct. In situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the CCO. The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our Clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the Client even at the expense of the interests of employees.
The CCO will periodically report to senior management/the General Partner of the Company to document compliance with this Code.
Definitions
For the purposes of this Code, the following definitions shall apply:
• | “Access person” means any supervised person who: has access to nonpublic information regarding the purchase or sale of securities by or on behalf of any Alambic Clients, or non-public information regarding the portfolio holdings of any fund Alambic or its affiliates manage (a "Fund"); or is involved in making securities recommendations to Clients or for a Fund that are nonpublic. All full and part-time employees are currently presumed to be "access persons." |
• | “Account” means accounts of any employee, including accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion. |
• | “Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Exchange Act in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder. |
• | “Client” includes The Colombard Fund, L.P., The Colombard Offshore Fund Limited, and The Colombard Master Fund, L.P. (the “Funds”), and the other accounts and funds Alambic manages. |
• | “Reportable security” means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) direct obligations of the United States Government; (ii) bankers acceptances, bank certificates of deposit, commercial paper and high quality short term debt instruments, including repurchase agreements, (iii) shares issued by money market funds, and (iv) shares issued by open-end mutual funds, other than exchange traded funds (“ETFs”) and mutual funds for which Alambic acts as investment adviser (including as sub-adviser) or principal underwriter. |
“Supervised person” means partners and officers of Alambic (or other persons occupying a similar status or performing similar functions); full and part-time Alambic employees; and any independent contractors or consultants hired by Alambic who have access to confidential Alambic information concerning trading or other proprietary information.
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Standards of Business Conduct
Alambic places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our Firm and its employees by our Clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the federal Advisers Act, as well as any applicable provisions of the rules and regulations under the laws of California. As Alambic is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser, this Code requires that all supervised persons comply with the various applicable provisions of the 1940 Act, as amended, the Securities Act of 1933, as amended, and the Exchange Act, as well as all applicable rules and regulations adopted by the SEC.
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers.
Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all of the Firm's "supervised persons," as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest, or in accounts over which the supervised person exercises control, as well as transactions by members of the supervised person’s immediate family living in the same household.
Section 206 of the Advisers Act makes it unlawful for the Firm, or its agents or employees, to employ any device, scheme or artifice to defraud any Client or prospective Client, or to engage in fraudulent, deceptive or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.
Supervised persons may not in their communications with any Client or potential client, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by that Client or potential client:
1) | Employ any device, scheme or artifice to defraud the Client; |
2) | Make any untrue statement of a material fact, or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading; |
3) | Engage in any act, practice or course of business that would operate as a fraud or deceit upon the Client; and/or |
4) | Engage in any manipulative practice with respect to the Client. |
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Prohibition against Insider Trading
Introduction
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others, may expose supervised persons and Alambic to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, supervised persons and Alambic may be sued by investors seeking to recover damages for insider trading violations.
The rules contained in this Code apply to securities trading and information handling by supervised persons of Alambic and their immediate family members.
The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify Alambic immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur. In the first instance, the CCO should be immediately notified. The CEO, Albert Richards, and/or the President, Brian Thompson, should also be notified of any suspected violation that has occurred or is about to occur.
General Policy
No supervised person may trade securities, either personally or on behalf of others (such as investment funds and private accounts managed by Alambic), while in the possession of material, nonpublic information concerning those securities; nor may any Alambic personnel communicate material, nonpublic information to others in violation of the law. You also may not share any material, nonpublic information with anyone outside Alambic without specific permission to do so for a legitimate business purpose. Under no circumstances should any supervised person give anyone, inside or outside Alambic, a trading “tip” based on material, non-public information.
What is Material Information?
Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact- specific inquiry. For this reason, you should direct any questions about whether information is material to the CCO.
Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments. At Alambic you would rarely, if ever, obtain information of this nature in connection with your employment.
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Material information also may relate to the market for a company’s securities. Information about an impending significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column. Remember that the trades Alambic plans to place (and its holdings and past trading or strategies in general) are considered confidential information and may, in some instances, be considered material, nonpublic information. One example of this might be a planned significant investment by Alambic on behalf of a Client in a public company that might materially affect that company's share price.
Be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers, but also to Alambic's planned trades and strategies, and Client securities holdings and transactions.
What is Nonpublic Information?
Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through the Internet, a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
Identifying Inside Information
Before executing any trade for yourself or others, including investment funds or private accounts managed by Alambic (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:
• | Report the information and proposed trade immediately to the CCO. |
• | Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the Firm. |
• | Do not communicate the information inside or outside the Firm, other than to the CCO or, in her absence either the CEO or President/CRO. |
• | After the CCO has reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the Firm will take. |
You should consult with the CCO before taking any action. This high degree of caution will protect you, our Clients, and the Firm.
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Contacts with Public Companies
On rare occasions, contacts with public companies may represent a part of our research efforts. The Firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of Alambic or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a public company’s Chief Financial Officer prematurely disclosed quarterly results to an employee, or an investor relations representative made selective disclosure of adverse news to a handful of investors. In such situations, Alambic must make a judgment as to its further conduct. To protect yourself, our Clients and the Firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.
Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Alambic's supervised persons and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer and immediately inform the CCO.
Restricted/Watch Lists
Although Alambic does not anticipate that it will receive confidential information from portfolio companies, it may, if it receives such information, take appropriate procedures to establish restricted or watch lists in certain securities.
Although a restricted list will not generally be maintained, the CCO may place certain securities on a “restricted list" for any number of reasons. Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed on the restricted list. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The CCO will take steps to inform all supervised persons of the securities listed on the restricted list, which will be maintained on the Compliance11 system available to all employees.
Although also unanticipated for the most part, the CCO on occasion may place certain securities on a “watch list.” Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to the CCO and a limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance. Requested pre-clearances to trade in these securities by employees may or may not be approved depending on the particular circumstances involved.
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Personal Securities Transactions
General Policy
Alambic has adopted the following principles governing personal investment activities by its supervised persons (currently all employees):
• | The interests of Client Accounts will at all times be placed first; |
• | All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest, or any abuse of an individual’s position of trust and responsibility; and |
• | Employees must not take inappropriate advantage of their positions. |
These procedures apply, as noted above in the Standards of Business Conduct Section, to all brokerage accounts in which a supervised person has a beneficial interest in, or accounts over which the supervised person exercises control, as well as transactions by members of the supervised person’s immediate family living in the same household. Likewise, all transactions in a reportable security also fall within the scope of these procedures.
Disclosure of Brokerage Accounts
All brokerage accounts falling within the scope of this policy must be disclosed to and approved by the CCO, CEO or President (or their designee) on the Compliance11 system or by hard copy format. For example, either monthly or quarterly (as applicable and provided by each brokerage firm to the supervised person) statements should be either uploaded manually onto Compliance11's system (or automatically via Compliance11's automated system) on a timely basis after the supervised person receives such statements. This includes brokerage accounts that are managed on a discretionary basis. In certain circumstances where it is burdensome to upload statements, hard copies of brokerage accounts may be supplied to Compliance and maintained in the office. See, below, under “Compliance Procedures” for additional information on quarterly and annual reporting requirements.
Exception to Reporting Requirements
As noted below under “Compliance Procedures,” supervised persons are not required to submit transaction reports with respect to: (i) securities held in accounts over which the supervised person has no direct or indirect influence or control, or (ii) transactions effected pursuant to an automatic investment plan or automatic dividend reinvestments. Any investment plans or accounts that may be eligible for either of these exceptions should be brought to the attention of the CCO who will, on a case- by-case basis, determine whether the plan or account qualifies for an exception. In making this determination, the CCO may ask for supporting documentation, such as a copy of the automatic investment plan, a copy of the discretionary account management agreement and/or a written certification from an unaffiliated investment adviser, as well as copies of brokerage statements.
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Pre-Clearance Required for Certain Trades
Generally, trades in equity securities listed on any US exchange must be pre-cleared through the Compliance11 system by the CCO, or one of her delegates, the CEO or President/CRO. The CCO then reviews those pre-clearances independently on the Compliance11 system as a double check. Additionally, any trades in mutual funds for which Alambic provides investment advisory services must be pre-approved and entered into the Compliance11 system. The CCO’s securities trades may be cleared by either the CEO or President/CRO. Clearance is generally valid for 24 hours unless otherwise noted.
In certain instances, where the Compliance11 system is inoperative, or it is not expedient to give written clearance for a requested trade, Compliance or CEO may give oral approval, provided that the oral approval is then noted by the CCO on the exception report in the Compliance11 system or approved via email.
Due to the nature of the securities Alambic trades for its Clients, Alambic excludes from the preclearance requirement all trades in the following: mutual funds and ETFs, government or municipal securities, bonds or other fixed income securities, money market accounts, commodities, currency- based securities, and any foreign securities not traded on the US exchanges.
Employees who use manual uploading of trades and account statements onto the Compliance11 system are expected, on a timely basis, to upload the relevant confirmation documents after executing a trade.
Pre-Clearance Required for Participation in IPOs
No employee shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her account, as defined herein without the prior written approval of the CCO (or her designee) who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the employee’s activities on behalf of a Client) and, if approved, will be subject to continuous monitoring for possible future conflicts. These written approvals may be maintained on the Compliance11 system or otherwise as determined by the CCO.
Pre-Clearance Required for Private or Limited Offerings
No employee shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of the CCO or CEO (or any other designee they may appoint) who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the employee's activities on behalf of a Client) and, if approved, will be subject to continuous monitoring for possible future conflicts.
Blackout Periods
No employee shall purchase or sell, directly or indirectly, any security on a day during which any Client has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn, unless that order is determined to be immaterial in light of the security's trading volume and the size of the trades involved. Exceptions will be noted in the trading preclearance files.
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Interested Transactions
No employee shall recommend any securities transactions for any Client without having disclosed to Alambic his or her interest, if any, in such securities or the issuer thereof, including without limitation:
• | Any direct or indirect beneficial ownership of any securities of such issuer; |
• | Any contemplated transaction by such person in such securities; |
• | Any position with such issuer or its affiliates; and |
• | Any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest. |
For purposes of this section, any position either uploaded onto the Compliance11 system or included in hard-copy statements provided to the Firm shall be deemed disclosed positions.
Short-Term Trading Profits
For securities held in Client accounts, no employee shall profit from the purchase and sale, or sale and purchase, of the same securities of which such person has beneficial ownership within 30 calendar days unless prior approval is obtained. The purpose of this rule is twofold: First, effectively to eliminate the opportunity for an employee to profit inappropriately from any small and transient market impacts that may result from Alambic’s trading; second, to prevent employees from becoming distracted from their employment duties by day-trading.
Front-Running
No employee shall trade in a security if they have knowledge of an impending trade in the same security to be made on behalf of a Client account.
Compliance Procedures
Employee/Supervised Person Reportable Transactions
Employee brokerage accounts loaded onto the Compliance11 system using their automated process will have all reportable transactions automatically reported for the Firm's records. For those brokerage accounts for which manual uploading onto the Compliance11 system is done, employees are expected to upload monthly or quarterly statements as they become available from the brokerage firm. For all brokerage accounts and securities transactions that are not loaded (either automatically or manually) onto the Compliance11 personal trading system, every employee shall provide initial and annual holdings reports and quarterly transaction reports to the CCO, which must contain the information described below. It is Alambic's policy that each employee must arrange for their brokerage firm(s) to send automatic duplicate brokerage account statements and trade confirmations of all securities transactions to the CCO if that is not already arranged via the Compliance11 system.
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Quarterly Transaction Reports for Trades/Accounts Not on Compliance11 System
Upon starting employment with Alambic, every employee must disclose all reportable transactions and brokerage accounts, and provide Alambic with copies of all brokerage statements. Every employee must, after the end of each calendar quarter, also either:
1) | Confirm via the quarterly affirmation process that they have disclosed all brokerage accounts and reportable securities transactions on the Compliance11 system, or provided electronic or paper copies of all brokerage statements ( see, “Certification,” below, for details); or |
2) | File a quarterly transaction report containing the information listed below if any transactions were not already captured in the Compliance11 employee personal trading platform. It is generally expected that all reportable transactions will be entered in Compliance11, with the exception of foreign or unlisted reportable securities. |
With respect to any transaction during the quarter in a reportable security in which the supervised person(s) had any direct or indirect beneficial ownership:
• | The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security; |
• | The nature of the transaction ( i.e., purchase, sale 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 whom the transaction was effected; and |
• | The date the report is submitted by the supervised person. |
Exempt Transactions
An employee need not submit a “holdings report” with respect to:
• | Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control; |
• | Transactions effected pursuant to an automatic investment plan; and |
• | A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that Alambic holds in its records or in the Compliance11 personal trading system, provided the Firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. |
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Monitoring and Review of Personal Securities Transactions
The CCO or her designee will monitor and review all reports required under the Code for compliance with Alambic's policies regarding personal securities transactions and applicable SEC rules and regulations. The CCO may also initiate inquiries of employees regarding personal securities trading. Employees are required to cooperate with such inquiries and any monitoring or review procedures employed by Alambic. Any transactions for any accounts of the CCO will be reviewed and approved by the CEO or President. The CCO shall at least annually identify all employees who are required to file reports pursuant to the Code and will inform such employees of their reporting obligations.
Political Donations and Pay-to-Play Rules
General Policy
All political donations of any amount should be recorded on the Compliance11 system, although alerting the CCO (or her delegate) in writing (including email) of the donation is also acceptable.
Prior approval from the CCO, CEO or President is required for all political donations totaling in the aggregate for each election over $350 to any one official for whom an employee is entitled to vote, and $150 for any official for whom an employee is not entitled to vote.
Pay-to-Play Rules
In July 2010, the SEC adopted Rule 206(4)-5 to the Advisers Act, which governs so-called "pay to play" practices in which investment advisers (or their “covered associates”) make campaign contributions to elected officials to influence the awarding of government business to the adviser. The rule is intended to combat pay-to-play arrangements in which advisers are chosen based on their campaign contributions to political officials rather than on merit. The rule applies to all SEC registered investment advisers and non-SEC advisers who currently provide, or seek to provide, investment advisory services to state or local government entities, 1 including, if applicable, state or local government entities that invest in pooled investment vehicles 2 advised by the investment adviser.
The centerpiece of the rule prohibits an investment adviser from accepting compensation from a government source (such as a pension plan) for two years following certain triggering contributions by the adviser or any of its “covered associates” to any elected official who, on behalf of that government source, can influence the hiring of, or is directly or indirectly responsible for hiring, the investment adviser – or has the authority to appoint such a person. 3
1 | Types of potential government investors can include not just a government entity or a pension plan for the entity itself, but also any investment option of a participant-directed plan or program of a government entity, including a college savings plan like a 529 plan and a retirement plan like a 403(b) or 457 plan. |
2 | Pooled investment vehicles include both private investment funds and registered investment companies that are an investment option for a participant-directed plan or program of a government entity, including a college savings plan like a 529 plan and a retirement plan like a 403(b) or a 457 plan. |
3 | Investment advisers are also prohibited from using third party solicitors who are not themselves “regulated persons” subject to the pay-to-play rules. Bundling, or soliciting from a person or PAC contributions to officials of government entities to which the adviser seeks to provide investment advisory services, is also prohibited under this rule. |
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The two-year time out applies regardless of whether the adviser is aware of the triggering contribution. So even if a covered associate fails to inform the investment adviser of a donation to a candidate, the adviser will be prevented from accepting any compensation of any government source directly or indirectly controlled by that candidate for two years following that donation. This does not mean the adviser cannot manage funds for such a government source, only that it may not receive compensation for managing such funds.
“Covered associates” include: (1) all partners, managing members or executive officers or individuals with similar status or function; (2) any employee who solicits a government entity for the adviser (and any person who directly or indirectly supervises such employee); and (3) any PAC controlled by the adviser or a covered associate. A person’s activities, not their title, will determine whether they are a “covered associate” under this rule. To avoid confusion and ensure we have complete information on any potential conflicts or constraints, Alambic currently treats all of its employees as “covered associates” for purposes of requiring pre-approval and disclosure of political donations and maintains records of all such donations.
Rule 206(4)-5 contains a “look back” provision under which advisers must look back in time to determine whether a covered associate has made a triggering contribution. Contributions made by a covered associate who solicits clients for the adviser will be attributed to an adviser if those contributions were made within two years prior to the date the individual became a covered associate. If a covered associate does not solicit clients for the advisers, the look back period is six months. This look back period applies to contributions a covered associate made prior to joining an investment adviser. Similarly, advisers must look forward with respect to contributions of former covered associates, regardless of whether that person is still employed by the adviser. (If a former employee made a political contribution while still employed with Alambic, their donations made while an employee would continue to restrict Alambic’s ability to accept compensation from related government sources for the requisite period.)
There are exceptions to the two-year time out for de minimis contributions. First, there is an exception for contributions of $350 or less per election, per covered associate, for any election in which that covered associate is entitled to vote ( e.g., if the covered associate lives in the area where the official is running). Any US resident, however, may make a de minimis contribution to a candidate for the US Presidency. Second, the rule allows de minimis contributions of $150 or less per election, per covered associate for any election in which the covered associate is not entitled to vote ( e.g., a California resident covered associate donating $150 to a candidate for Iowa governor). For both de minimis exceptions, a covered associate can contribute separately up to the full amount in both the primary and general elections without triggering the time out. Alambic requires documentation, and keep records, of all political contributions, regardless of amount, to ensure compliance with the pay-to-play rules, largely because contributions by more than one employee would be aggregated in determining whether the de minimis exemption applies in any given instance.
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Record Keeping Requirements
There are enhanced record-keeping requirements under Rule 204-2 of the Advisers Act in connection with Rule 206(4)-5. There are very specific requirements for registered advisers which provide advisory services to a government entity or covered entity in which a government entity invests. All advisers (including those with no government clients or covered entities under Rule 206(4)-5) must keep a list of the names and business addresses of each “regulated person” to which or whom the adviser agrees to provide direct or indirect payment to solicit a government entity ( e.g., solicitors or placement agents). Alambic currently has no government or covered entity investments in the funds it manages and does not employ solicitors, so has no enhanced record-keeping obligations.
California and Other State Pay-to-Play Rules
In 2011, California amended and greatly expanded its laws governing “lobbyists” to cover the process by which investment managers and private investment funds obtain business from California state pension plans and third-party investment managers who manage certain investment funds of which public pension funds are majority owners. This new law, among other things, expands the definition of “placement agent” to include an investment adviser’s internal personnel and entities that are involved in soliciting or finding investment management business (including fund investments) from California state public retirement systems such as the California State Employees’ Retirement System (“CalPERS”), California State Teachers’ Retirement System (“CalSTRS”) and the University of California pension system. Anyone falling within the category of the new definition of “placement agent” is now subjected to California’s state lobbyist regulatory regime, including registration requirements; gift, payment and contribution reporting requirements; and substantive limitations on gifts, payments and contributions, as well as contingent compensation.
The new state law also requires individuals and entities involved in soliciting or finding investments as to city or county public pension funds (such as the Marin County or San Francisco City Employee Retirement Systems) to comply with applicable local lobbyist ordinances as a matter of state law. Such local lobbyist ordinances may require individuals who meet the local definition of a lobbyist to registration, reporting and substantive requirements and restrictions. Both the local definitions of a lobbyist and such requirements vary considerably from jurisdiction to jurisdiction; not all cities and counties have local lobbying ordinances (San Bernardino is one that does not; while Oakland, Richmond and San Francisco do. Supervised persons should not initiate contact with any state or local public pension plans without informing the CCO in advance, so the CCO can determine whether Alambic must meet specific California state or local legal requirements.
The key exemption for our purposes to exempt Alambic employees from having to register as lobbyists with the State of California provides that “placement agents” do not include an investment manager’s internal personnel who spend at least one-third of their time during a calendar year “managing the securities or assets owned, controlled, invested or held by the manager.” This exclusion does not necessarily apply to city or county lobbyist ordinances, but local lobbyist ordinances may (or may not) have other contact thresholds, exclusions or exemptions.
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Internal Pension Plan Pay-to-Play Rules
In some instances, government pension groups and government employee associations have their own regulations concerning investment advisers. CalSTRS, which provides retirement services to millions of public employees, has its own “pay-to-play” regulations, which impose an annual $1000 per candidate/$5000 aggregate limitation on political contributions by investment advisers to CalSTRS officers or employees, or candidates and holders of office for positions of Governor, Treasurer, and Controller, among others. The Marin County Employees Retirement Association has similar regulations. If we solicit any government pension plans, we should make certain we are aware of any internal guidelines or rules.
Gifts and Entertainment
Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. Alambic has adopted the policies set forth below to guide employees in this area.
General Policy
Alambic's policy with respect to gifts and entertainment is as follows:
No Employee may provide or accept extravagant or excessive entertainment to or from a Client, prospective Client, or any person or entity that does or seeks to do business with or on behalf of Alambic.
Employees may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value , if the person or entity providing the entertainment is present . If the person or entity is not present, then the meal or business entertainment event is considered a gift.
For gifts, the following standards apply:
• | Employees should not accept or provide any gifts or favors that might influence the decisions you or the recipient make in business transactions involving Alambic, or that others might reasonably believe would influence those decisions; |
• | Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible; |
• | Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed; and |
• | All gifts, payments of money, or anything of value made directly or indirectly by you to a labor organization or officer, agent, shop steward, or other representative or employee of any labor organization (including union officials serving in some capacity to a Plan) must be reported to the CCO. All items, regardless of the value must be reported. The following are examples of potentially reportable items: |
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▪ | Meals |
▪ | Travel and lodging costs |
▪ | Bar bills |
▪ | Sporting event or theater tickets |
▪ | Sponsorship of union conferences or scholarship funds |
▪ | Donations for apprenticeship graduation dinners |
▪ | Hole sponsorships for gold tournaments |
▪ | Conferences or receptions attended by union officials and Alambic supervised persons, etc. |
Reporting Requirements
Any employee who accepts or gives, directly or indirectly, anything of value worth $10 or more to or from any person or entity that does business with, or seeks to do business with, Alambic must report that information to Compliance, either by alerting the CCO or her delegate, or log that information directly onto the Compliance11 gift tracking system on a timely basis.
For any one gift given or received in excess of $100, an employee must obtain prior consent from the CCO, CEO or their designee before accepting/giving such gift. Oral consent is sufficient in appropriate instances, provided receipt of that pre-approval, and from whom the preapproval was obtained, is reported to the CCO or her delegate, or logged onto Compliance11, once the employee is able to do so. If a specific amount is unavailable for valuing the gift, a good faith estimate and description of the gift in the disclosure is sufficient.
This reporting requirement applies to bona fide dining and bona fide entertainment. However, if, during such dining or entertainment, you are accompanied by the person or representative of the Client or entity that does business, or seeks to do business, with Alambic, you do not need to obtain consent for meals or reasonable entertainment prior to the event. As with gifts, good faith estimates of the cost of the dining or bona fide entertainment are acceptable and should be documented on the Compliance11 system or reported in writing to the CCO or her delegate.
This gift reporting requirement is for the purpose of helping Alambic monitor the activities of its employees. However, the reporting of a gift does not relieve any employee from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please consult the CCO.
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Protecting the Confidentiality of Client Information
Confidential Client Information
In the course of Alambic's investment advisory activities, the Firm gains access to non-public information about its Clients (the Funds and the other accounts Alambic advises) and the investors in the Funds for which it provides investment management services. Such information may include a person's or entity's status as a Client, the identity of a partner or investor in a Client, personal or entity financial and account information, the allocation of assets in a Client portfolio, the composition of investments in any Client portfolio, information relating to services performed for or transactions entered into on behalf of Clients, advice provided by Alambic to Clients, and data or analyses derived from such non-public personal information (collectively referred to as “Confidential Client Information”). All Confidential Client Information, whether relating to Alambic's current or former Clients or their investors, is subject to the Code's policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.
Non-Disclosure of Confidential Client Information
All information regarding Alambic's Clients is confidential. Information may only be disclosed when the disclosure is consistent with the Firm's policy and the Client's direction. Alambic does not share Confidential Client Information with any third parties, except in the following circumstances:
• | As necessary to provide service that the Client requested or authorized, or to maintain and service the Client's account. Alambic will require that any financial intermediary, agent or other service provider utilized by Alambic (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by Alambic only for the performance of the specific service requested by Alambic; |
• | As required by regulatory authorities or law enforcement officials who have jurisdiction over Alambic, or as otherwise required by any applicable law. In the event Alambic is compelled to disclose Confidential Client Information, the Firm shall provide prompt notice to the Clients affected, so that the Clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, Alambic shall disclose only such information, and only in such detail, as is legally required; |
• | Voluntary communications by employees to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”); |
• | Voluntary communications with any Government Agencies or participation in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Alambic; and |
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• | To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability. |
Employee Responsibilities
All employees are prohibited, either during or after the termination of their employment with Alambic, from disclosing Confidential Client Information to any person or entity outside the Firm, including family members, except under the circumstances described above. An employee is permitted to disclose Confidential Client Information only to such other employees who need to have access to such information to deliver services to Alambic's Clients.
Employees are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with Alambic, must return all such documents to Alambic and must certify in writing to the CCO that they have not retained any documents or information concerning Confidential Client Information.
Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.
Security of Confidential Personal Information
Alambic enforces the following policies and procedures to protect the security of Confidential Client Information:
• | The Firm restricts access to Confidential Client Information to those employees who need to know such information to provide Alambic's services to Clients; |
• | Any employee who is authorized to have access to Confidential Client Information in connection with the performance of such person's duties and responsibilities is required to keep such information in a closed compartment, file or receptacle on a daily basis as of the close of each business day; |
• | All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons; |
• | Any conversations involving Confidential Client Information, if appropriate, must be conducted by employees in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. |
Privacy Policy
Alambic and all supervised persons are expected to comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the 'nonpublic personal information' of natural person Clients. "Nonpublic information," under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual Clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P, Alambic has adopted these policies and procedures to safeguard the information of natural person Clients.
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Enforcement and Review of Confidentiality and Privacy Policies
The CCO is responsible for reviewing, maintaining and enforcing Alambic's confidentiality and privacy policies, as well as conducting appropriate employee training to ensure adherence to these policies. Any exceptions to this policy require the CCO's written approval.
Outside Business Interests
Alambic places great importance on avoiding any potential conflicts of interest with its Clients or investors in the Funds it manages. Conflicts of interest may take various forms:
1) | A direct conflict of interest between your activities and the interests of the Firm or any one or more of its Clients (or potential Clients); |
2) | The possibility of a connection likely involving future conflicts of interest; and |
3) | The perception of a circumstance creating the appearance of a conflict (even if an actual one does not exist). |
As such, we require all employees, as well as any household members, to disclose and obtain pre- clearance from the CCO or CEO prior to initiating any outside business relationships, including employment, consulting, board membership, and volunteer work. This applies to both privately held and public companies, as well as individuals with whom you may have a business relationship. This policy also includes both paid and unpaid services.
The decision to approve or disapprove employee/officer outside business interests will be based upon a determination whether such relationship or position would be consistent with the interests of Alambic's Clients and the appearance or existence of a conflict. For example, approvals would generally not be given to outside business relationships involving a competitor or potential investor. Where an outside business interest is approved for any entity that could present a conflict of interest, Alambic will implement, if needed, a “Chinese Wall” or other appropriate procedure, to isolate such person from making decisions relating to that company’s securities.
To apply for approval for an outside business interest, sign on to the Compliance11 website at www.compliance11.com and fill out an Outside Business Interests request form. You may obtain permission through the Compliance11 system or through a discussion with the CCO or CEO, but it is your responsibility to ensure that each outside business interest is logged onto the Compliance11 system with all appropriate details. Failure to do may result in discipline or termination.
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Certification
Initial Certification
All supervised persons will be provided with a copy of the Code and must initially certify in writing to the CCO that they have:
1. | received a copy of the Code; |
2. | read and understand all provisions of the Code; |
3. | agreed to abide by the Code; and |
4. | reported all account holdings as required by the Code. |
This can be done on the Compliance11 system, which will maintain copies of all certifications. Alternatively, in some instances, written certifications may be permitted or requested.
Acknowledgement of Amendments
All supervised persons shall receive any amendments to the Code and must certify to the CCO in writing (and/or electronically via the Compliance11 system) that they have:
1. | Received a copy of the amendment; |
2. | Read and understood the amendment; and |
3. | Agreed to abide by the Code as amended. |
Annual Certification
All supervised persons must annually certify in writing to the CCO that they have:
1. | Read and understood all provisions of the Code; |
2. | Complied with all requirements of the Code; and |
3. | Submitted all holdings and transaction reports as required by the Code. |
Further Information
Supervised persons should contact the CCO regarding any inquiries pertaining to the Code or the policies established herein.
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Records
The CCO shall maintain and cause to be maintained in a readily accessible place, primarily the Compliance11 system, the following records 4 or information:
• | A copy of any Code of Ethics adopted by the Firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years; |
• | A record of any material violation of Alambic's Code and any action that was taken as a result of such violation for a period of 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 thereto for each person who is currently, or within the past five years was, a covered person (currently all employees) which shall be retained for five years after the individual ceases to be a covered person of Alambic; |
• | A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports; |
• | A list of all persons who are, or within the preceding five years have been, access persons; and |
• | A record of any decision and reasons supporting such decision to approve a covered person's acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted. |
Reporting Violations and Sanctions
All supervised persons shall promptly report to the CCO, CEO, President or an alternate designee all apparent or suspected violations of the Code. Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.
The CCO shall promptly report to senior management all apparent material violations of the Code. When the CCO finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, she may, in her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.
Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employee’s employment with the Firm.
4 | Records will be maintained as required by Rule 204-2(a)(12) under the Adviser’s Act and Rules 17f-1(f) and 31a- 1(f) under the 1940 Act. |
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Reports to Fund Clients
Alambic shall furnish to the board of directors/trustees of each mutual fund for which it acts as an adviser or sub-adviser, at the direction and timing specified by such boards, but no less frequently than annually, a written report that (i) describes any issues affecting the mutual fund arising under this Code or related procedures since the last report, including, but not limited to, information about material violations of this Code or such procedures and the sanctions imposed; and (ii) certifies that Alambic has adopted procedures reasonably necessary to prevent its supervised persons from violating this Code.
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Marshfield Associates
Bushido Capital Partners LLC
Yogi LLC
CODE OF ETHICS AND INSIDER TRADING
As of June 2017
I. BACKGROUND:
The entities listed above (separately the “Adviser,” together the “Advisers”) are investment advisers registered under the Investment Adviser Act of 1940, as amended. In such capacity, the Advisers act in a fiduciary capacity to their clients, offering services related to the management of assets. To assist us in the delivery of these services, the Advisers employ certain procedures, systems and established practices such as those outlined below. Employees must demonstrate honesty and fairness in all dealings and must not take inappropriate advantage of the position that is provided as an employee of an Adviser or inappropriate actions that are contrary to Federal Securities Law.
This Code of Ethics (the “Code”) has been adopted by the Advisers pursuant to Section 204A of the Investment Advisers Act of 1940 and Rule 204A-1 thereunder, and Section 17(j) of the Investment Company Act of 1940 and Rule 17j-1 thereunder, (1) to set forth standards of conduct (including compliance with the federal securities laws); (2) to require reporting of personal securities transactions, including transactions in mutual funds advised by the Adviser; and (3) to require prompt reporting of violations of this Code as of the date listed above, and applies to all principals, officers, members, shareholders, employees and consultants who are Access Persons of the Advisers and any affiliated company. The Code covers personal securities transactions by principals, officers, members, shareholders, employees consultants who are deemed Access Persons and members of their Immediate Family who share in the same household.. Each person subject to this Code will be expected to come into compliance with it within thirty (30) days of their signature of acknowledgement on Appendix A (Code of Ethics, Initial Acknowledgement and Certification).
These procedures are intended to provide specific rules of behavior regarding the manner by which employees of the Advisers may engage in trading of securities. The objective is to insure that all investment opportunities are directed to our clients and not appropriated (whether intentionally or inadvertently) by employees of the Advisers. This Code will also be made part of each Adviser’s form ADV Part II, which, on an annual basis or as requested, will be made available to clients of each Adviser.
II. POLICY:
A. | Definitions : |
1) | Affiliated Company : The Adviser and any additional entities tied to the Adviser through ownership, contract, operating agreement or other form of defined business relationship. |
2) | Access Person : An Access Person includes all (a) officers, principals, members and shareholders of the Adviser, and (b) employees or consultants of the Adviser who have access to non-public information regarding portfolio holdings of clients or regarding clients’ purchases or sales of securities; are involved in making securities recommendations to clients or have access to such recommendations that are non-public, or have access to non-public information regarding the portfolio holdings of affiliated mutual funds. Thus all employees are considered Access Persons. |
3) | Beneficial Ownership : Beneficial Ownership is interpreted in this Code in the same manner as it would be in determining whether a person is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that the determination of such ownership applies to all securities. You should generally consider yourself the “beneficial owner” of any securities in which you have a direct or indirect pecuniary interest . |
The term pecuniary interest under the Exchange Act is generally understood to mean having the opportunity to share, directly or indirectly, in any profit or loss on a transaction in securities. The following are examples of a pecuniary interest in securities:
a. | Securities held by any member of your immediate family sharing the same household; however this presumption may be rebutted by convincing evidence that profits derived from transactions in these securities will not provide you with any financial benefit. |
b. | Your interest as a general partner in securities held by a general or limited partnership |
c. | Your interest as a manager-member in the securities held by a limited liability company. |
You do NOT have a pecuniary interest in securities held by a corporation, partnership, limited liability company or any other entity in which you hold an equity interest unless you are a controlling shareholder or you have or share investment control over the securities held by the entity.
The following circumstances constitute a beneficial ownership in a trust:
a. | Your ownership of securities as a trustee where either you or members of your immediate family sharing the same household have a vested interest in the principal or income of the trust. |
b. | Your ownership of a vested interest in a trust. |
c. | Your status as a settler of a trust, unless the consent of all the beneficiaries is required for you to revoke the trust. |
4) | Client Security : A security that is held in an Adviser’s managed client portfolios. |
5) | Chief Compliance Officer (CCO) : An employee designated by the Adviser to monitor and enforce compliance with these procedures and all applicable laws. |
6) | Employees: An ‘Employee’ or ‘employee’ includes all employees of the Adviser, except those who are hired on a temporary basis with restricted access. |
7) | Immediate Family : Any child, stepchild, grandchild, parent, step-parent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter- in-law, brother-in-law or sister-in-law and includes step and adoptive relationships. |
8) | Investment Decision: The deliberation and subsequent execution of a purchase or sale of a security by an investment professional on behalf of clients of the Adviser. |
9) | Key Employee: A Key Employee includes (a) officers, principals, members or shareholders of the Advisers and (b) employees of the Advisers who play a significant role in research or marketing, are involved in making securities recommendations to clients, or recommend the Adviser or the Advisers’ products to potential clients or Financial Advisors. Key Employees are subject to special trading restrictions under Section D(7) of this Policy. Refer to Appendix G for a complete list of Key Employees for each Adviser. |
10) | Marshfield Core Product : The Marshfield Core Product is its value equity management offered through separate custodial client accounts. |
11) | The Product: Affiliated Funds managed by Bushido Capital Partners and Yogi Advisors |
12) | Personal Account : |
a) | An Access Persons own portfolio or security holdings; |
b) | A portfolio in which an Access Person has a beneficial ownership and can influence investment decisions (see definition of beneficial ownership , above); |
c) | A portfolio or security holding of an Immediate Family member of an Access Person’s household; or an account over which an Access Person exercises investment discretion in a capacity other than as an Employee. |
13) | Pre-Clearance Committee: Means those Employee(s) designated by management to pre-clear personal securities transactions. |
14) | Reportable Securities : Are all securities, with the EXCEPTION of the following transaction and holdings (“exempt securities") : |
a) | Direct obligations of the Government of the United States, its states and/or municipalities |
b) | Money Market Instruments – bankers’ acceptance, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments. |
c) | Shares of Money Market Funds |
d) | Shares of other types of mutual funds or variable annuities, unless the Adviser or an affiliated company acts as the investment adviser or principal underwriter for the fund. |
e) | Actions pursuant to an automatic investment plan |
f) | Securities held in accounts over which the supervised person has no direct or indirect influence or control |
B: | Compliance with Laws and Regulations: |
It is unlawful for any affiliated person of or principal underwriter for a Mutual Fund, or any affiliated person of an investment adviser of or principal underwriter for a Mutual Fund, in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Mutual Fund:
1. | To employ any device, scheme or artifice to defraud the Mutual Fund; |
2. | To make any untrue statement of a material fact to the Mutual Fund or omit to state a material fact necessary in order to make the statements made to the Mutual Fund, in light of the circumstances under which they are made, not misleading; |
3. | To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Mutual Fund; or |
4. | To engage in any manipulative practice with respect to the Mutual Fund. |
C: | Reporting Requirements of Persons Subject to the Code : |
1) | It is the responsibility of each person subject to the Code to ensure that a particular securities transaction being considered for his/her Personal Account is not subject to a restriction contained in this Code or otherwise prohibited by any applicable laws. Personal securities transactions may be effected only in accordance with the provisions of this Code. Every person subject to the Code must give priority to the interest of the Advisers’ clients over his or her own interest in making a personal investment. |
2) | No person subject to the Code may knowingly buy, sell or dispose in any manner, including by gift, a personal securities investment that would cause, or appear to cause, a conflict with the interest of the Advisers’ client. |
3) | No person subject to the Code will use the influence of his or her position to obtain a personal trading advantage. |
4) | No person subject to the Code may knowingly execute a transaction involving a Client Security without complying with the “Pre-Clearance of Investments” provision in the Procedures Section of the Code. |
5) | In order to enable the Adviser to determine compliance with the Code, every Key Employee is required to maintain their security holdings at a firm designated custodian where Marshfield maintain client’s separately managed accounts. Fidelity and RBC are currently the required custodians. All accounts held at Marshfield custodian(s) of choice, will undergo periodic spot-check, quarterly, and annual monitor by the CCO. Key Employee who refuses to maintain accounts with the Advisers’ custodian(s) of choice will be considered to be in violation of the Advisers’ policy, unless prior approval has been obtained from the CCO. Exceptions will be granted for accounts that hold exempt securities or the Key Employee does not have trading discretion. |
6) | The following reports of Personal Accounts will be required of all Access Persons: |
a. | Duplicate Copies of Broker’s Confirmations and Account Statements . All Access Persons are required to direct their brokers or custodians or any persons managing the Access Person’s Personal Account to supply the CCO with (i)duplicate copies of one of the following: (1) trade confirmation, (2) monthly transaction report or (3) monthly account statement within 30 days after the end of the close of the calendar quarter and (ii) the Access Person must submit annual account statements within 45 days of year end. An Access Person shall not be required to submit trade confirmations, monthly transaction reports or monthly account statements, or an annual holdings report for any Personal Account that meets the criteria for Exempt Security. The transactions and holdings reported will be reviewed and compared against client transactions. All Access Person are allowed to maintain security holdings at the Advisers’ custodian(s) of choice upon written notification to CCO. Once the account is maintained with the Advisers’ custodian(s) of choice, the CCO will continue to monitor the accounts as previously mentioned. Access Person who maintains accounts at the Advisers’ custodian(s) of choice must file an Annual Holdings Reports. Each Access Person has an affirmative obligation to notify the CCO promptly if the Access Person opens any new account with a broker or custodian or moves an existing account to a different broker or custodian. |
b. | Disclosure of Securities Holdings and Business Activities . |
1. | Initial Holdings Report. Each Access Person must provide an initial holdings report which includes the following information within ten (10) days of becoming an Access Person which information must be current as of a date no more than 45 days of becoming an Access Person : |
• | The title, type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership; |
• | The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and |
o | The date that the report is submitted by the Access Person. |
2. | Quarterly Transaction Reports . An Access Person need not make a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements so long as the confirmations or account statements are received by the Compliance Officer no later than thirty (30) days after the end of the applicable quarter. No later than 30 days after the end of a calendar quarter, the following information must be provided: |
A. | With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership: |
• | The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved; |
• | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
• | The price of the Covered 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 that the report is submitted by the Access Person. |
B. | With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person: |
• | The name of the broker, dealer or bank where the account is held; |
• | The date the account was established; and |
• | The date that the report is submitted by the Access Person. |
C. | Annual Holdings Reports. Each Access Person shall submit the information required above in Section 6 (b) (1) within 45 days of year end. The information must be current as of a date no more than 45 days before the report is submitted. |
c. | Preferential Treatment, Gifts and Entertainment : No employee shall seek or accept favors, preferential treatment or any other personal benefit because of his or her association with the Advisers, except those usual and normal benefits directly provided by the Adviser. No employee shall accept or offer any entertainment, gift or other personal benefit that may create or appears to create a conflict between the interests of such person and the Advisers. Employees are prohibited from receiving any gift or other personal benefit of more than de minimis value from any person or entity that does business with or on behalf of the Advisers. In addition, Employees are prohibited from giving or offering any gift or other personal benefit of more than a de minimis value to any person or entity who is an existing or prospective client or any person that does business with or on behalf of the Adviser and shall be absolutely prohibited from giving or offering any gift or other personal benefit to any client or prospective client that is a governmental entity or official thereof or official of any governmental entity investment, retirement or pension fund. For purposes of this Code, de minimis is defined as reasonable and customary business entertainment, such as an occasional dinner, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety. Any questions regarding the receipt of any gift or other personal benefit should be directed to the Chief Compliance Officer. A gift log will be kept by the Advisers. |
d. | Section 17(e)(1) of the Investment Company Act of 1940 prohibits a registered investment company and its affiliated persons, including the personnel of the mutual fund’s investment adviser, from accepting any compensation for the purchase or sale of property to or for the fund unless the compensation is: (1) regular salary from the fund; or (2) compensation for serving as an underwriter or broker to the fund. To help avoid any potential conflicts of interest, employees of the Adviser are prohibited from accepting, or giving, any gifts in excess of $100, per year, to/from brokers who trade for the Marshfield mutual fund or brokers who are seeking to trade for the Marshfield mutual fund. |
D. | Procedures |
1. | Pre-Clearance Requirements : |
All persons subject to the Code are LIMITED to the purchase and sale of the securities in Marshfield Core Product in accounts managed by the Advisors and held at a firm designated custodian. Persons subject to the code must obtain the prior written approval of the Pre-Clearance Committee before engaging in any transaction in Reportable Securities, including gifting securities, in his or her Personal Accounts, except for those transactions exempt under subsection 3, below. A member of the Pre-Clearance Committee (who may have no personal interest in the subject transaction) may approve the transaction if the Pre-Clearance Committee concludes that the transaction would comply with the provisions of this Code and is not likely to have any adverse economic impact on a client. The Pre- Clearance Committee may consult with the CCO on any pre-clearance request. A request for Pre-Clearance must be made by emailing the Pre-Clearance Committee in advance of the contemplated transaction. Any request for Pre-Clearance made by a member of the Pre-Clearance Committee regarding his/her Personal Accounts will be made to a non-interested member of the Pre-Clearance Committee and/or the CCO.
Initial Public Offerings, Private Placements and Investment Opportunities of Limited Availability . Are allowed under Rule 204A-1, but Pre-Clearance of these transactions must be obtained.
2. | Prohibited Transactions: |
The following transactions are prohibited by Access Persons (please note that Key Employees are subject to separate trading restrictions outlined in subsection 7, below):
(a) | Trading after completion of client’s transaction: No Access Person may execute a personal securities transaction until the following trading day after the “buy” or “sell” order that is the result of a new investment decision being made for a blocked client trade. For purposes of this policy, trades in new accounts, trades in terminating accounts, or trades made to rebalance an existing account as a result of a new inflow of funds do not count as an order that is the result of a “new investment decision,” and as such are exempt from this prohibition except to the extent that any such trade might be expected to affect the market. In addition, in certain limited circumstances, a personal trade may be aggregated with client trades at the initiative of the Trading Team in accordance with the Aggregation and Allocation Policy. |
(b) | Short Sales . No Access Person shall engage in any short sales of a security if, at the time of the transaction, any client account has a long position in such security. Short sales against-the-box in securities held by a client are permitted except not until the next trading day after a client account trades in the same security. |
3. | Exceptions to Pre-Clearance requirements: |
The following securities transactions are exempt from the provisions of the Pre- Clearance requirements.
(a) | Transactions in securities which are not eligible for purchase or sale by any client of the Advisers, and the value of which is not based upon, related to or determined by reference to any security which is eligible for purchase or sale by any client of the Advisers; |
(b) | Purchases or sales of securities with respect to which an Access Person has (or by reason of such transaction would have) no beneficial ownership; |
(c) | Purchases or sales that are non-volitional on the part of the Access Person such as purchases that are made pursuant to a dividend reinvestment plan; |
(d) | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; |
(e) | Transactions in, and holdings of, exempt securities; and |
(f) | Transactions effected in, and the holdings of, any account over which the Access Person has no direct or indirect influence or control (i.e., blind trust, discretionary account or trust managed by a third party). |
(g) | Non-discretionary trades of the securities in Marshfield Core Product or affiliated products in accounts managed by the Advisors and held at a firm designated custodian pursuant to investment in or sale of such product. |
4. | Pre-Clearance Procedures : |
The following steps should be taken for any transaction requiring Pre-Clearance:
(a) | Send a notification email to the “Preclearance” email group, listing the security you wish to purchase/sell. |
(b) | You will receive a notification from the Pre-Clearance Committee stating whether or not your transaction has been approved, and the terms of any such approval. The Pre-Clearance Committee will endeavor to approve or deny transactions within 48 hours of any pre-clearance request, but factors (such as research, etc.) may prevent such timing in certain circumstances. Any questions at this time may be addressed to Compliance . |
(c) | If the transaction is for a Marshfield Account, notification will be sent from the Pre-Clearance Committee to the Trading Team that the transaction has been approved, and Trading may commence with the transaction, subject to any blackouts. |
(d) | Please note that approval from the Pre-Clearance group may still be subject to the next trading day blackout from the Trading Team, depending on the status of client trades. Any such blackout will be communicated to the Access Person requesting pre-clearance, to allow them to re-evaluate their investment decision. |
5. | Evaluation of request for Pre-Clearance: |
The Pre-Clearance Committee will evaluate a request for Pre-Clearance, with the assistance of the CCO and Trading where necessary, and consider whether the transaction would have an adverse economic impact on advisers’ clients, or violate any provisions of the Code. It is expected that in making such determination, the Pre-Clearance Committee and CCO may consider the following information:
(a) | Previously submitted requests for Pre-Clearance of personal trades; |
(b) | Information from the portfolio managers regarding Client Securities under consideration for purchase or sale by an Adviser’s clients; |
(c) | Information regarding the average trading volume of the Client Security and the potential impact of the request; and |
(d) | Other appropriate sources. |
Trades may be approved or denied by the Pre-Clearance Committee in their complete discretion.
6. | Time for which a transaction is approved: |
Authorized trades may be executed within 48 hours from which the approval for that transaction is given. If the transaction is not completed within the 48 hours, the Access Person must again obtain Pre-Clearance for the transaction on each day that the Access Person would like to effect the transaction.
7. | Special Policy for Key Employees |
(a) | The Key Employees of Marshfield shall buy for themselves what they buy for their clients, subject to the same price constraints as apply to client accounts. |
(b) | Key Employee of Bushido and Yogi shall become shareholders or limited partners of the Product, subject to the constraints outlined in the prospectus or the offering documents. |
(c) | All Key Employee will hold a meaningful position in each Client Security, and/or Product. |
(d) | Direct investment in non-Marshfield Core Product publicly traded stocks is not permitted, except where investments are made in privately-held vehicles or in the Products that might themselves invest in such securities as part of their strategy. |
Exceptions are made in extremely limited circumstances which are subject to approval by a majority of principals (e.g. inheritance, ownership of a private investment that might itself own publicly traded securities)
It is the policy of the Advisers that the Key Employees of each Adviser will invest in-concert with the Advisers’ clients and hold a meaningful position in securities bought or sold for Marshfield clients or products offered by the Advisers. As such, at no time shall Key Employee hold publicly traded equity securities in their personal accounts that are NOT held by the clients of Marshfield. All purchases and sales of equity securities in a Key Employee’s personal account shall take place the following trading day after transactions for Marshfield clients are completed, if the order is the result of a new investment decision being made for a blocked client trade. Otherwise, Key Employee trades will be executed the same day after client transactions are completed or aggregated with client transactions as the situation warrants.
Exceptions. Exceptions to this policy may be made under certain limited circumstances. Any exceptions must be reviewed and approved by a majority of the other Shareholders of the Advisers who are subject to this policy. After approving an exception, such approval should be communicated to the CCO.
Halt in Trading . In certain limited circumstances, a Key Employee may halt trading in the Advisers’ products for a pre-determined period of time. Requests for a halt in trading must be made, in writing, to the CCO of the Advisers. A request must include a discussion of the circumstances warranting a halt, the date upon which such halt is requested to begin, and the time period for which such halt will apply. Such requests will be reviewed and approved or disapproved by the CCO, in consultation with Chris Niemczewski, within 24 hours of the request. Approval shall be based on a factual determination of need. Examples of circumstances where such approval may be granted include, but are not limited to, serious illness or death of a Key Employee or member of their immediate family, purchase of a home or other large asset, payment of college or school tuition, or other such need for a Key Employee to defer a large amount of assets. Once a halt has been approved, the CCO will communicate such circumstance, and the details of the exception, to the Pre-Clearance Committee.
8. | Confidentiality. |
All information submitted to the Advisers’ Compliance Department pursuant to this Code of Ethics will be treated as confidential information. It may, however, be made available to governmental and securities industry self-regulatory agencies with regulatory authority over the Advisers as well as to the Advisers’ auditors and legal advisors, if appropriate.
9. | Other Restrictions. |
Service on boards. Employees are prohibited from serving on any board of directors of any publicly traded company without prior written authorization from Christopher Niemczewski. Authorization will be based upon a determination that the board service would not be inconsistent with the interest of any client. Employees are prohibited from serving on the board of a company that is a portfolio holding of the affiliates. Non-employee Access Persons must disclose if they serve on the board of directors of any publicly traded company.
Outside Business Activities . Employees are prohibited from conducting an outside business activity without prior approval from the CCO and Christopher Niemczewski.
The restrictions listed above do not apply to services with any not-for-profit corporation or organization.
III. OVERSIGHT OF CODE OF ETHICS
Acknowledgment and Certifications .
1. | All Access Persons will be provided with a copy of the Code and must initially certify in writing to the CCO on one or more forms that they have: a) received a copy of the Code; b) read and understand all provisions of the Code; c) agreed to abide by the Code, and d) reported all account holdings as required by the Code. |
2. | All Access Persons shall receive any amendments to the Code and must certify to the CCO in writing that they have: a) received a copy of the amendment; b) read and understood the amendment, and c) agreed to abide by the Code as amended. |
3.3. | All Access Persons must annually certify in writing to the CCO on one or more forms that they have: a) read and understood all provisions of the Code; b) complied with all requirements of the Code, and c) submitted all holdings and transaction reports required by the Code and d) reviewed the Code and its requirements with all Immediate Family members who share in the same household and are subject to the Code. |
In addition, any situation which may involve a conflict of interest or other possible violation of this Code of Ethics must be promptly reported to the CCO who must report to Christopher Niemczewski.
B. | Review of Transactions . Each Access Persons’ transactions in his/her Personal Account will be reviewed by the CCO (the CCO’s transactions will be reviewed by Kim Vinick) on a regular basis and compared to transactions entered into by the Advisers for clients. Any transactions that are believed to be a violation of this Code of Ethics will be reported promptly to the CCO who must report to Christopher Niemczewski. Any transactions in the CCO’s personal account that are in violation of this Code of Ethics will be reported promptly to Christopher Niemczewski. |
C. | Sanctions . Christopher Niemczewski, with advice of legal counsel, at his discretion, shall consider reports made to him and upon determining that a violation of this Code of Ethics has occurred, may impose such sanctions or remedial action as he deems appropriate or to the extent required by law. These sanctions may include, among other things, disgorgement of profits, suspension or termination of employment with the Adviser(s), or criminal or civil penalties. |
D. | Authority to Exempt Transactions . The CCO has the authority to exempt any Access Person or any personal securities transaction of an Access Person from any or all of the provisions of this Code of Ethics if the CCO determines that such exemption would not be against the interests of any client. The CCO shall prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption. |
E. | Annual Report. On an annual basis, the Advisers’ Chief Compliance Officer shall prepare a written report describing any issues arising under the Code of Ethics, including information about any material violations of the Code of Ethics or its underlying procedures and any sanctions imposed due to such violations and submit the information to each registered fund client’s Chief Compliance Officer for review by the registered fund client’s Board of Trustees. |
On an annual basis, the Advisers’ Chief Compliance Officer shall certify to the Board of Trustees of each registered fund client that the Advisers has adopted procedures reasonably necessary to prevent its access persons from violating the Code of Ethics.
F. | Reporting Obligations. All persons subject to the Code have an obligation to promptly notify the CCO or such other person as indicated in the Code in the event he or she knows or has reason to believe that he or she or any other persons subject to the Code have violated any provision of this Code. If an individual knows or has reason to believe that the CCO has violated any provision of the Code that person must promptly notify Chris Niemczewski and is not required to notify the CCO. |
The Adviser encourages self-reporting, but also allows for confidential, anonymous reporting of known or suspected violations of the Code. In the case of a confidential, anonymous report, persons subject to the Code should set forth their concerns in writing to the CCO and mail a letter to the CCO’s attention or place a letter in the CCO’s mailbox.
G. | No Retaliation. There will be no reprisal, retaliation or adverse action taken against any person who, in good faith, reports or assists in the investigation of a known or suspected violation or who makes an inquiry about the appropriateness of an anticipated or actual course of action. Retaliation against a person for the foregoing will not be tolerated and constitutes a violation of this Code. Individuals found to be retaliating will be subject to disciplinary action up to and including termination. |
IV. | RECORDKEEPING REQUIREMENTS |
The Advisers shall maintain records, at its principal place of business, of the following: a copy of each Code in effect during the past five years; a record of any violation of the Code and any action taken as a result of the violation for at least five years after the end of the fiscal year in which the violation occurs; a record of all written acknowledgments of receipt of the Code, and all amendments thereto, for each person who currently is, or within the past five years was, an employee; a copy of each report made by Access Persons as required in this Code, including any information provided in place of the reports for at least five years after the end of the fiscal year in which the report is made or the information is provided; a record of all persons required to make reports currently and during the past five years; a record of all who are or were responsible for reviewing these reports during the past five years; for at least five years after the fiscal year in which the report is made, the report required under Section III (E) above; for at least five years after the end of the fiscal year in which approval is granted, a record of any decision and the reasons supporting that decision, to approve an Access Person’s purchase of securities in an Initial Public Offering or a Limited Offering; and a copy of reports provided to the management committee of the Adviser regarding the Code.
Marshfield Associates
Bushido Capital Partners LLC
Yogi LLC
Insider Trading Policy
INSIDER TRADING POLICY: (updated 12/11/2014)
I. | Introduction |
The Adviser seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by investors in accounts managed by the Adviser is something we should value and endeavor to protect. To further this goal, the Adviser has established the following policy and procedures designed to detect and prevent the misuse of material, nonpublic information in securities transactions.
Trading securities on the basis of material, nonpublic information or improperly communicating that information to others may expose Access Persons, and the Adviser to stringent penalties. Criminal sanctions for individuals may include a fine of up to
$5,000,000 and/or up to twenty years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided through violative trading, obtain a penalty of up to three times the illicit gain or avoided losses and issue an order permanently barring persons from the securities industry. Finally, Access Persons and the Adviser may be sued by investors seeking to recover damages for insider trading violations.
Regardless of whether a government inquiry occurs, the Adviser views seriously any violation of this policy. Such violations constitute grounds for disciplinary sanctions, including but not limited to, suspension without pay, loss of pay or bonus, loss of severance benefits, demotion or other sanctions whether or not the violation of the policy or procedure constituted a violation of the law. Violations also may result in the referral to government authorities for possible civil or criminal prosecution.
A. | Scope of the Policy |
This policy is drafted broadly; it will be applied and interpreted in a similar manner. This policy applies to securities trading and information handling by all Access Persons of the Adviser, including their Immediate Family members sharing in the same household as them and extends to activities within and outside their duties at the Adviser.
The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of this policy in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. Any questions relating to this policy should be directed to the CCO or, in his or her absence, the Director of Operations (with subsequent reporting to the CCO). Access Persons also must notify the CCO immediately or, in his or her absence, the Director of Operations (with subsequent reporting to the CCO) if they have any reason to believe that a violation of the policy has occurred or is about to occur.
B. | Policy Statement on Insider Trading |
The Adviser forbids any Access Person from (1) trading securities, either personally or on behalf of others, including for accounts in which they have a beneficial interest or accounts managed by the Adviser, on the basis material nonpublic information or (2) communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." Every Access Person must read, agree to abide by, and retain this policy (See Appendices XX and XY). Any questions regarding the Adviser's policies and procedures should be referred to the CCO or, in his or her absence, the Director of Operations (with subsequent reporting to the CCO).
The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
1. | Trading by an insider on the basis of material nonpublic information, or |
2. | Trading by a non-insider on the basis of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or |
3. |
Communicating material nonpublic information to others.
|
C. | Who is an Insider? |
The concept of "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Adviser may become a temporary insider of a company it advises or for which it performs other services.
According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.
D. | What is Material Information? |
Trading on insider information is not a basis for liability unless the information is material. Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.
Generally, this is information whose disclosure is reasonably certain to have a substantial effect on the price of a company's securities. No simple "bright line" test exists to determine whether information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, Access Persons should direct any questions about whether information is material to the CCO or, in his or her absence, the Director of Operations (with subsequent reporting to the CCO).
By way of example, material information often relates to a company’s results and operations, dividend changes, earnings results, earnings estimates or changes in previously released earnings estimates, significant increases or declines in revenue, significant merger or acquisition proposals or agreements, including tender offers, significant expansion or curtailment of operations, significant new products or discoveries, extraordinary borrowing, purchases or sales of substantial assets, major litigation, liquidation problems, severe financial liquidity problems and extraordinary management developments.
Material information does not have to relate to a company’s business but may also relate to the market for a company's securities. Information about a significant order to purchase or sell securities, in some contexts, may be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.
E. | Contacts with Public Companies. |
For the Adviser, contacts with public companies represent a part of our research efforts. The Adviser may make investment decisions on the basis of its conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an Adviser Employee or other person subject to this policy statement becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Adviser must make a judgment as to its further conduct. To protect yourself, your clients and the firm, Access Persons should immediately contact the CCO and, in his or her absence, the Director of Operations (with subsequent reporting to the CCO), if they believe that they may have received material, nonpublic information.
F. | Tender Offers. |
Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. The Adviser's Employees and others subject to this policy statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.
G. | What is Nonpublic Information? |
Information is nonpublic until it has been disseminated broadly to investors in the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information is public after it has become available to the general public through a public report or filing made with the SEC or some other government agency, has appeared in a Dow Jones, Bloomberg, Reuters, or Wall Street Journal publication or newswire service or other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely. The fact that information can be obtained from an insider, is known by a handful of persons or is available to those who know where to look, does not by itself make information public.
H. | Bases for Liability |
1. | Fiduciary Duty Theory |
In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading.
Chiarella v. U.S. , 445 U.S. 22 (1980)
In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can become “temporary insiders” by entering into a confidential relationship with the company through which they gain information (e.g., attorneys, advisers, accountants), or they can acquire a fiduciary duty to the company's shareholders as "tippees" if they are aware or should have been aware that they have been given confidential information by an insider who has breached his fiduciary duty to the company's shareholders.
However, in the "tippee" situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into futures earnings, or even evidence of a relationship that suggests a quid pro quo.
2. | Misappropriation Theory |
Another basis for insider trading liability is the “misappropriation theory” which the Supreme Court recognized in United States v. O’Hagan , 521 U.S. (1997).
Under this theory, liability is established when trading occurs based on material nonpublic information that was stolen or misappropriated from any other person in breach of a duty of trust or confidence owed to the source of the information. The misappropriation theory premises liability on a trader’s deception of the person who entrusted him or her with access to confidential information. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.
J. | Penalties for Insider Trading |
The penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. The penalties include:
1. | Jail sentences |
2. | Criminal fines |
3. | Civil injunctions |
4. | Disgorgement of profits |
5. | Civil penalties for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and |
6. | Civil penalties for the employer or other controlling person of up to the greater of $1,425,000 or three times the amount of the profit gained or loss avoided as a result of the insider trader’s violation. |
In addition, as stated above, any violation of this policy statement can be expected to result in serious sanctions by the Adviser, including dismissal of the persons involved.
II. | Procedures to Implement the Policy Statement on Insider Trading |
The following procedures have been established to aid all Access Persons of the Adviser in avoiding insider trading and to aid the Adviser and its supervisory personnel in surveilling for, and otherwise in preventing, detecting and imposing sanctions against insider trading. Every Access Person of the Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If Access Persons have any questions about these procedures they must consult the CCO or, in his or her absence, the Director of Operations (with subsequent reporting to the CCO).
A. | Identifying Inside Information |
Before trading for yourself or others, including accounts managed by the Adviser, in the securities of a company about which you may have potential inside information, all Access Persons must ask the following questions:
1. | Is the information material? As explained more fully above, is this information that a reasonable investor would consider important in making his or her investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed? |
2. | Is the information nonpublic? As explained more fully above, consider to whom this information has been provided. To what extent, for how long, and by what means has the information been disseminated? Has the information been disseminated broadly to investors in the marketplace? |
If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you must take the following steps. Failure to disclose such information as provided below in a timely manner may result in discipline, up to and including termination.
1. | Report the information and the proposed trade immediately to the CCO or, in his or her absence, the Director of Operations. |
2. | Do not purchase or sell the securities on behalf of yourself or others, including accounts managed by the Adviser. |
3. | Do not communicate the information inside or outside the Adviser, other than to the CCO or, in his or her absence, the Director of Operations. |
4. | After the CCO has reviewed the issue, the Adviser will determine whether the information is material and nonpublic and, if so, what actions(s) the Adviser should take. |
B. | Personal Securities Trading. |
All personal securities trading by Access Persons is subject to the Adviser's Code of Ethics which includes this policy and procedures. All Access Persons must review the Code of Ethics carefully and direct any questions about it to the CCO or, in his or her absence, the Director of Operations (with subsequent reporting to the CCO).
C. | Restricting Access to Material Nonpublic Information |
Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Adviser, except as provided in paragraph A of Section II above. In addition, care should be taken so that such information is secure. For example: (1) access to files containing material nonpublic information and computer files containing material nonpublic information should be restricted and/or locked; (2) conversations containing such information, if appropriate at all, should be conducted in private; (3) confidentiality agreements should be used with third parties when appropriate; (4) management should be informed if unauthorized persons enter the premises; (5) refrain from leaving confidential information on message devices or desks; (6) maintain control of sensitive documents, including handouts and copies, intended for internal use; (7) ensure that faxes and email messages containing confidential information are properly sent, and (8) do not allow passwords to be given to unauthorized personnel.
III. | Supervisory Procedures |
The role of the CCO is critical to the implementation, maintenance, and enforcement of the Adviser's policies and procedures against insider trading. The supervisory procedures set forth below are designed to prevent insider trading and to detect such trading if it occurs.
A. | Prevention of Insider Trading |
To prevent insider trading, the CCO will:
1. | Distribute the Adviser's policies and procedures, which include this policy, to new Employees and consultants who are Access Persons, review such policies and procedures with the Employee and consultants who are Access Persons, and insure that each new Employee and consultant who are Access Persons sign the acknowledgement form for both the policies and procedures and, specifically, for the Insider Trading Policy; |
2. | On an annual basis the CCO will provide training to all Access Persons with respect to the Adviser’s policies and procedures, which include this policy, and insure that, annually, each of them has signed the acknowledgment form for both the policies and procedures and the Insider Trading Policy; |
3. | Enforce the applicable Personal Securities Trading Restrictions and reporting requirements provided for in the Advisor’s Code of Ethics; |
4. | Answer questions regarding the Adviser's policies and procedures; |
5. | Resolve issues of whether information received by an Access Person of an Adviser is material and nonpublic; |
6. | Review on an annual basis, and update as necessary, the Adviser's policies and procedures, which include this policy, to determine they are effective in preventing insider trading; |
7. | When it has been determined that an Access Person of the Adviser has material nonpublic information |
a. | Implement measures to prevent dissemination of such information other than to appropriate persons on a “need to know” basis, and |
b. | If necessary, restrict Access Persons from trading the securities; |
8. | Promptly review and either approve or disapprove, in writing, each request of an Access Person for clearance to trade in specified securities. |
B. | Detection of Insider Trading |
To detect insider trading, the CCO will:
1. | Monitor trading activities of the Adviser's account, if any, on a monthly basis in addition to review of trade confirmations and monthly customer statements provided by any FINRA Member broker-dealer with whom the firm may establish an account. Transactions taking place in an Adviser's accounts may only be affected by authorized personnel. |
2. | Monitor trading activities of the Adviser's Access Persons through review of duplicates of confirmations and customer statements provided by any FINRA Member broker- dealer with whom the Access Person has an account. |
3. | Coordinate the review of such reports and information with appropriate Access Persons of the Adviser. |
4. | Should the CCO learn, through regular review of personal trading documents, or from any other source, that a violation of this policy is suspected, the CCO shall promptly alert Christopher Niemczewski. Together these parties will determine who should conduct further investigation and what investigation is necessary. |
C. | Special Reports to Management |
Promptly, after learning of a potential violation of the Adviser's Insider Trading Policy, the CCO shall prepare a written report to the principals of Marshfield Associates and/or the members of Bushido Capital Partners LLC and Yogi LLC providing full details which may include any or all of the following:
1. | The name of particular securities involved, if any. |
2. | The date(s) the CCO learned of the potential violation and began an investigation. |
3. | The accounts and individuals involved. |
4. | Any actions taken as a result of an investigation. |
5. | Recommendations for further action. |
D. | General Reports to Management |
If not otherwise required by a Special Report, on an annual basis, the Adviser may find it useful for the CCO to prepare a written report to the principals of Marshfield Associates and/or the members of Bushido Capital Partners LLC and Yogi LLC setting forth some or all of the following:
1. | A summary of existing procedures to detect and prevent insider trading; |
2. | A summary of changes in procedures made in the last year; |
3. | Full details of any investigation since the last report (whether internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation; and |
4. | An evaluation of the current procedures and a description of anticipated changes in procedures. |
Marshfield Associates
Bushido Capital Partners
Yogi LLC
Code of Ethics
APPENDIX A
INITIAL ACKNOWLEDGEMENT AND CERTIFICATION
In accordance with Rule 204A-1 of the Investment Adviser Act of 1940, as amended, I hereby acknowledge receipt of the attached Advisers’ Code of Ethics (“Code”). I certify that I have read and understand the Code and I agree to abide by it.
To the extent I had questions regarding the Code I received satisfactory answers to my questions from appropriate Adviser personnel.
I have been advised that if I have any further questions or concerns relating to the Code I must raise them to the Chief Compliance Officer (“CCO”) or such other designated person and that I have an obligation to report to the CCO or such other designated person any known or suspected violations of the Code.
I hereby represent that all my personal securities transactions will be effected in compliance with the Code.
I hereby confirm that I have reviewed the Code and its requirements with all Immediate Family members who share in the same household and are subject to the Code.
I also confirm that I have instructed all brokerage firms where I maintain any Personal Account to supply duplicate copies of my trade confirmations, monthly account transaction summary or monthly account statement, as well an annual brokerage account statement to the CCO of the Adviser (when applicable).
I hereby certify that I have never been found civilly liable for nor criminally guilty of insider trading and that no legal proceedings alleging that I have violated the law on insider trading are now pending or, to my knowledge, threatened by any person or authority.
I understand that any violation of the Code may lead to sanctions or other significant remedial action.
Year: | ||||
(Signature) | ||||
(Print Name) |
The failure to read and/or sign this acknowledgment and certification in no way relieves you of your obligations to comply with the Code of Ethics.
Marshfield Associates
Bushido Capital Partners
Yogi LLC
APPENDIX B
INITIAL HOLDINGS REPORT
Name of Reporting Person: | ||
Date Person Became Subject to the Code’s Reporting Requirements: |
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Information in Report Dated As Of: | ||
[ Note: Date information is reported as of must be no more than 45 days before date person became subject to the Code’s reporting requirements.] | ||
Date Report Due: | ||
Date Report Submitted: | ||
Account Number(s): |
Securities Holdings If you have no securities holdings to report, please check here. [ ]
If all securities holdings are set forth in the brokerage statement(s) attached to this report, please check here. [ ]
If any holdings are not set forth on such brokerage statement(s) (or if the information in those statements is no longer correct or is incomplete), please complete the table below to the extent of such missing or incorrect information.
Name of Issuer and Title and Type of Security | Ticker Symbol/ CUSIP |
No. of Shares (if applicable) |
Principal Amount, Maturity Date and Interest Rate (if applicable) |
Securities Accounts If you have no securities accounts to report, please check here. [ ]
Name of Broker, Dealer or Bank | Name(s) on and Type of Account |
I certify that I have included in this report (or in the brokerage statement(s) attached to this report) all securities holdings and accounts required to be reported pursuant to the Code of Ethics. I further certify that to the best of my knowledge no securities holdings reported herein violate any provision of the Code of Ethics or any other applicable federal securities law or regulation.
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Signature | Date |
Marshfield Associates
Bushido Capital Partners
Yogi LLC
APPENDIX C
ACKNOWLEDGEMENT OF AMENDMENTS
In accordance with Rule 204A-1 of the Investment Adviser Act of 1940, as amended, I hereby acknowledge receipt of the attached Advisers’ Code of Ethics as amended (“Code”). I certify that I have read and understand the amendments and agree to abide by the Code as amended.
To the extent I had questions regarding the amendment to the Code I received satisfactory answers to my questions from appropriate Adviser personnel.
Year: | ||||
(Signature) | ||||
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(Print Name) |
The failure to read and/or sign this acknowledgment and certification in no way relieves you of your obligations to comply with the Code of Ethics.
Marshfield Associates
Bushido Capital Partners
Yogi LLC
APPENDIX D
QUARTERLY HOLDINGS REPORT
Name of Reporting Person: |
Securities Holdings: Have you conducted any securities transaction in accounts outside the management of Marshfield, Bushido or Yogi (individually the “Advisor,” together the “Advisors”) during the quarter ending / /20 , [ ] Yes [ ] No
If No, please sign and date the document, submit to the CCO; OR
If Yes, attach statements from the accounts outside the management of the Advisors in which securities transactions occurred during the quarter or complete the table below. Provide attachments if needed.
Is the CCO of the Advisors set up to receive confirms and statements for all your accounts outside the management of the Advisors [ ] Yes [ ] No
I certify that I have included in this report (or in the brokerage statement(s) attached to this report) all securities holdings and accounts required to be reported pursuant to the Code of Ethics. I further certify that to the best of my knowledge no securities holdings reported herein violate any provision of the Code of Ethics or any other applicable federal securities law or regulation .
Signature | Date |
Marshfield Associates
Bushido Capital Partners
Yogi LLC
APPENDIX E
ANNUAL ACKNOWLEDGEMENT AND CERTIFICATION
In accordance with Rule 204A-1 of the Investment Adviser Act of 1940, as amended, I hereby acknowledge receipt of the attached Advisers’ Code of Ethics (“Code”). I certify that I have read and understand the Code, that I have, to date, complied with the Code, and that I will continue to abide by it.
To the extent I had questions regarding the Code I received satisfactory answers to my questions from appropriate Adviser personnel.
I hereby represent that all my personal securities transactions have been effected in compliance with the Code.
I hereby confirm that I have reviewed the Code and its requirements with all Immediate Family members who share in the same household and are subject to the Code.
I also confirm that all brokerage firms where I maintain any Personal Account have supplied duplicate copies of my trade confirmations, monthly account transaction summary or monthly account statement, as well an annual brokerage account statement to the Chief Compliance Officer of the Adviser (when applicable).
I hereby certify that I have never been found civilly liable for nor criminally guilty of insider trading and that no legal proceedings alleging that I have violated the law on insider trading are now pending or, to my knowledge, threatened by any person or authority.
I understand that any violation of the Code may lead to sanctions or other significant remedial action.
Year: | ||||
(Signature) | ||||
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(Print Name) |
The failure to read and/or sign this acknowledgment and certification in no way relieves you of your obligations to comply with the Code of Ethics.
Marshfield Associates
BUSHIDO CAPITAL PARTNERS
YOGI ADVISORS LLC
APPENDIX F
ANNUAL HOLDINGS REPORT
Name of Reporting Person: | ||
Account Number(s): | ||
Information in Report Dated As Of: | ||
[Note: Information contained in this report must be | December 31, 20 | |
current as of December 31 of the prior year.] |
Securities Holdings If you have no securities holdings to report, please check here. [ ]
If all securities holdings are set forth in the brokerage statement(s) and/or appraisal report(s) attached to this report, please check here. [ ]
If any holdings are not set forth on such brokerage statement(s) and/or appraisal report(s) (or if the information in those statements is no longer correct or is incomplete), please complete the table below to the extent of such missing or incorrect information.
Name of Issuer and Title and Type of Security |
Ticker Symbol/ CUSIP |
No. of Shares (if applicable) |
Principal Amount, Maturity Date and Interest Rate (if applicable) |
Securities Accounts If you have no securities accounts to report, please check here. [ ]
Name of Broker, Dealer or Bank | Date Account was Established | Name(s) on and Type of Account |
I certify that I have included in this report (or in the brokerage statement(s) or appraisal report(s) attached to this report) all securities holdings and accounts required to be reported pursuant to the Code of Ethics. I further certify that to the best of my knowledge no securities holdings reported herein violate any provision of the Code of Ethics or any other applicable federal securities law or regulation.
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Signature | For the year ending |
Marshfield Associates
Bushido Capital Partners
Yogi LLC
Key Employees
Last updated December 2016
Appendix G
Marshfield Associates |
Bushido Capital Partners |
Yogi LLC |
Christopher Niemczewski |
Christopher Niemczewski |
Christopher Niemczewski |
Bill Stott |
Bill Stott |
Bill Stott |
Elise Hoffmann |
Elise Hoffmann |
Elise Hoffmann |
John Beatson |
John Beatson |
John Beatson |
Carolyn Miller |
Carolyn Miller |
Carolyn Miller |
Melissa Vinick |
Melissa Vinick |
Melissa Vinick |
Chad Goldberg |
Chad Goldberg |
|
Kim Vinick |
Kim Vinick |
|
Cole Kendall |
Cole Kendall |
|
Virginia Callison |
||
Carmen Colt | Carmen Colt |
Marshfield Associates
Bushido Capital Partners
Yogi LLC
INSIDER TRADING POLICY
APPENDIX H
INITIAL ACKNOWLEDGEMENT AND CERTIFICATION
I hereby acknowledge receipt of the attached Advisers’ Insider Trading Policy (“Policy”).
I certify that I have read and understand the Policy and I agree to abide by it.
To the extent I had questions regarding the Policy I received satisfactory answers to my questions from appropriate Adviser personnel.
I understand that any violation of the Policy may lead to sanctions or other significant remedial action.
Year: | ||||
(Signature) | ||||
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(Print Name) |
The failure to read and/or sign this acknowledgment and certification in no way relieves you of your obligations to comply with the Insider Trading Policy.
Marshfield Associates
Bushido Capital Partners
Yogi LLC
INSIDER TRADING POLICY
APPENDIX I
ANNUAL ACKNOWLEDGEMENT AND CERTIFICATION
I hereby acknowledge receipt of the attached Advisers’ Insider Trading Policy (“Policy”). I certify that I have read and understand the Policy, that I have, to date, complied with the Policy, and that I will continue to abide by it.
To the extent I had questions regarding the Policy I received satisfactory answers to my questions from appropriate Adviser personnel.
I understand that any violation of the Policy may lead to sanctions or other significant remedial action.
Year: | ||||
(Signature) | ||||
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(Print Name) |
The failure to read and/or sign this acknowledgment and certification in no way relieves you of your obligations to comply the Insider Trading Policy.
kempner capital management, inc.
CODE OF ETHICS
INTRODUCTION
Kempner Capital Management, Inc.’s (“KCM” or “Firm”) investment advisory business involves a relationship of trust and confidence with its clients. That relationship is largely defined by the terms of its investment management agreements with KCM’s clients (“ Client Agreements ”). The Firm is also subject to various laws and regulations that govern investment advisers’ conduct. This Code of Ethics and Conduct describes the general standard of conduct expected of all employees and focuses on specific areas where employee conduct has the potential to affect KCM’s clients’ interests adversely. Any violations (whether by oneself or by another KCM employee) must be reported to the Chief Compliance Officer (“CCO”) or the Managing Officer immediately upon discovery.
standards of conduct
a. | General Policy |
The following basic principles guide all aspects of the Firm’s business and represent the minimum standards to which KCM expects employees to adhere:
• | KCM’s clients’ interests come before employees’ personal interests and, except to the extent otherwise provided in Client Agreements, before the Firm’s interests; |
• | The Firm must disclose fully all material facts about conflicts of which it is aware between the Firm’s and its employees’ interests on the one hand and clients’ interests on the other; 1 |
• | Employees must operate on the Firm’s and their own behalf consistently with the Firm’s disclosures to and arrangements with clients regarding conflicts and its efforts to manage the impacts of those conflicts; |
• | The Firm and its employees must not take inappropriate advantage of the Firm’s or their positions of trust with or responsibility to clients and |
• | The Firm and its employees must always comply with all applicable securities laws. |
It is each employee’s duty to consider and adhere to these principles in all of his or her activities that involve the Firm and its clients and to report to the CCO any activities he or she believes may constitute or involve a violation of any law or any provision of this Code.
1 | The Firm’s and its employees’ interests in some respects inevitably conflict with clients’ interests. The Firm tries to manage those conflicts in ways that its clients know about and that are fair under all the circumstances. |
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Code of Ethics
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definitions
For purposes of this Code, the term “employee” includes not only employees within the ordinary sense of the term, but also personnel of affiliated entities sharing office space with KCM who function as employees (even if they are compensated solely through their member interests), officers, others who occupy a status similar to that of an officer or a director and others (could include certain types of independent contractors) whose activities are subject to the Firm’s supervision and control and include providing investment advice to clients. 2
Different employees have different responsibilities, different levels of control over investment decision-making for clients and different access to information about investment decision-making and implementation.
Access Persons
|
All employees (including temporary personnel such as clerical personnel provided by an agency who are so designated by the Chief Compliance Officer) who, in the course of their normal functions or duties, make, participate in or obtain information about clients’ purchases or sales of securities. Because of the Firm’s size and the range of duties that employees may have, most of the Firm’s employees and officers are considered “Access Persons.” Access Persons include: Harris L. Kempner, Jr., Diana Bartula, Delynn Greene, Shawn Gault, Donna Gindrup, Bridgette Landis, Claudie Schmidt, and Karen Crummett-Sawyer.
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Non-Access Persons
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Employees who, in the course of their normal functions or duties, do not make, participate in or have information about clients’ purchases or sales of securities or any information about clients. Non-Access Persons are typically employees who provide research on stocks based on established criteria and submit research to portfolio managers for review. Non-Access Persons do not have investment decision-making authority, do not serve as members of the Investment Committee, and are not involved in the day-to-day management of client accounts. Non-Access Persons include: Harris L. Kempner, III.
|
Covered Associate |
A covered associate of an investment advisor is defined as:
1) Any general partner, managing member or executive officer, or other individual with a similar status or function; |
2 | The Chief Compliance Officer, in consultation with management, will determine whether and to what extent to subject those personnel to this Code, depending on, among other things, the extent to which those personnel may have access to confidential information about, for example, the Firm’s involvement in particular investments. |
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Code of Ethics
As of September 2017
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|
2) Any employee who solicits a government entity for the investment advisor and any person who supervises, directly or indirectly, such employee; and
3) Any political action committee controlled by the investment advisor or by any of its covered associates. |
Personal Account | Any account in which the Firm or an Access /Non-Access Person has a beneficial interest, other than an account over which the Access /Non-Access Person has no direct or indirect influence or control. Personal Accounts typically include accounts held in an Access/Non-Access Person’s name and other accounts held in the various forms described in Appendix 1. These include accounts at brokerage firms, banks and any other institution that effect Securities transactions or hold Securities. Please note that these include accounts in the name of an Access/Non-Access Person’s spouse or any other individual living in the same household. |
Beneficial Interest or Beneficial Ownership | The concept of “beneficial ownership” of securities is broad and includes many diverse situations. An employee has a “beneficial interest” not only in securities he or she owns directly, but also in securities held by (i) his or her spouse, minor children or relatives who live full time in his or her home, (ii) another person if the employee obtains benefits substantially equivalent to ownership (through any contract, understanding, relationship, agreement or other arrangement) and (iii) certain types of entities that the employee controls or in which he or she has an equity interest. Appendix 1 contains examples of common beneficial ownership arrangements . It is very important to review Appendix 1 in determining compliance with reporting requirements and trading restrictions. |
Non-reportable Security | Direct obligations of the United States Government; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and shares issued by money market funds, by open-end investment companies (i.e., mutual funds) and by unit investment trusts that are invested exclusively in mutual funds. |
Reportable Security | With the exception of non-reportable securities listed above, any mutual funds for which KCM serves as advisor, any note, stock, bond, exchange traded funds, debenture, equipment trust certificate, trade acceptance, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, limited liability company interest, limited partnership interest, investment contract, put, call, straddle, option or privilege on a financial instrument or interest or group or index thereof (including any interest therein or the value thereof), swap agreement, swaption, cap, collar, floor, forward rate agreement, forward contract, forward commitment for the purchase or sale of a financial interest, contract for differences, notional principal contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights 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. |
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Code of Ethics
As of September 2017
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Watch List | The list of securities which the Investment Committee has under consideration to purchase or sell on behalf of clients. The Watch list is reviewed at each weekly meeting of the Investment Committee. An updated Watch List is sent to all Access Persons at the close of each Investment Committee meeting. A stock is moved from the Watch List to the Buy or Sell List when a limit order is placed for clients. |
Sell List | The list of securities for which limit sell orders have been placed on behalf of clients. The Sell List is reviewed at each weekly Investment Committee meeting and is circulated to all Access Persons following each meeting. |
Buy List | The list of securities for which limit buy orders have been placed on behalf of clients. The Buy List is reviewed at each weekly Investment Committee meeting and is circulated to all Access Persons following each meeting. |
PERSONAL securities TRADING
a. | General Policy |
Purchases and sales in Personal Accounts have strict controls as to when an order may be placed, and at what price, in order to avoid conflicts with client trades. (See Exhibit H.) Personal Accounts may not hold positions contrary to positions held in client accounts (for example, buying puts on equities held in client accounts). Access Persons and Non-Access Persons are prohibited from participating in IPOs in Personal. Investing in private placements of any kind in Personal Accounts must be preapproved by the CCO who will review an explanation prepared by the Access Person as to why the issue is not appropriate for clients.
Trading in Personal Accounts is subject to review and documentation by the CCO. Access Persons can buy a reportable security:
• | At current market price, if the security is on the Buy List. Preclearance is required. |
• | At current buy price (for clients) + 10 bps, if the order is an Open GTC Order to Buy. |
• | At market, if the security is on the Sell List. (If the security is on the Sell List, it is an Open GTC Order to Sell. When executed, the security is removed from the Sell List.) |
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Code of Ethics
As of September 2017
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• | At market, if the security is on the Hold List and is owned by a client. Preclearance is required. |
• | At market, if the security is not owned by clients and not on the Hold List, Watch List, Buy List or Sell List. Preclearance is required. If the security meets KCM criteria, it must go to the Investment Committee for review before clearance will be provided. |
Access Persons can sell a reportable security:
• | At market, if the security is on the Buy List. |
• | At market, if the security is an Open GTC Order to Buy. |
• | At 10 bps less than current sell price for clients, if the security is on the Sell List. (If the security is on the Sell List, it is an Open GTC Order to Sell. When executed, the security is removed from the Sell List.) |
• | At market, if the security is on the Hold List and is owned by a client. Preclearance is required. |
• | At market, if the security is not owned by clients and is not on the Hold List, Watch List, Buy List or Sell List. |
Access Persons cannot:
• | Buy or sell if the reportable security is on the Watch List and/or under consideration to purchase or sell. |
• | Write a put (e.g., buying puts on equities held in client accounts) or write a call if the security is on the Hold List and is owned by any client. |
Non-Access Persons cannot enact the following in Personal Accounts:
• | Buy or sell any security which they have researched for a period of 30 days (black-out period) after the date the research has been submitted for review. |
Access Persons request approval by completing Exhibit A , which must be signed by the CCO. The Code of Ethics (particularly the personal trading policy) must be disclosed in KCM’s Form ADV.
See Exhibit H for details of the trading policy for Access Persons and Non-Access Persons.
b. | Procedures for Conducting Personal Account Transactions |
Purchases . Purchases of issues must be approved by the CCO. Access Persons must provide an explanation of why the security is not suitable for client portfolios. Some of the factors used to determine suitability for a client portfolio follow:
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• | Compatibility with the client’s investment guidelines and objectives |
• | Risk factors |
• | Dividend yield required (unless there are specific exceptions noted) |
• | P/E multiple |
• | Client investment restrictions |
A stock is deemed to be under consideration when it is placed on the Investment Committee’s Watch List.
Sales . Sales of issues must be approved by the CCO
A stock is deemed to be under consideration when it is placed on the Investment Committee’s Watch List.
The Firm may, in the CCO’s discretion, terminate any approval of a proposed transaction based on, for example, a decision to effect transactions for clients in the relevant or a related Reportable Security. Similarly, the Firm may, in the CCO’s discretion, require an Access Person to cancel pending orders or freeze or reverse transactions, based on developments or information that leads the CCO to believe the transaction may involve a violation of law or Firm policies. Any such cancellation, freeze or reversal may, in the CCO’s discretion, be at the Access Person’s expense.
c. | Reporting Obligations |
Each Access/Non-Access Person must arrange for duplicate statements of all brokerage accounts to be sent directly to the Chief Compliance Officer. Additionally, each Access/Non-Access Person must provide the following:
List of Accounts and Annual Report of Holdings . Each Access Person/Non-Access Person must provide a list of all Personal Accounts in which he or she has a beneficial interest and of all of his or her current holdings of Reportable Securities at least annually. The list should be in the form of Exhibit B (or duplicate brokerage statements accompanied with a statement that the Access/Non-Access Person has no other accounts containing securities or holds no private placements) and must be provided not more than 10 days after the Access/Non-Access Person became an Access/Non-Access Person and on or before February 14 of each year thereafter. Information must be as of a date no more than 45 days before the date the report is submitted or, for annual reports provided before February 14 of a year, as of December 31 of the preceding year. The CCO reviews these reports as received to ensure that all required trades were reported and that there are no holdings in conflict with client positions.
Please note that each year each Access/Non-Access Person must provide both a statement of holdings and Exhibit B.
Each Access Person must provide the following:
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Quarterly Reports . A Quarterly Transaction Report in the form of Exhibit C must be submitted no more than 30 days after the end of each calendar quarter. The report must represent that, except as disclosed on the report, and other than the transactions detailed in the Access Person’s account statements supplied to the CCO or visible through the custodian, the Access Person has not entered into any transactions in Reportable Securities. The CCO reviews quarterly transaction reports to ensure that required preapproval had been granted and to ensure that no personal trades conflicted with the Personal Securities Trading Policy. A Report of Personal Accounts (Supplement Report to the Annual List of Personal/Directed Accounts) in the form of Exhibit D must also be submitted no more than 30 days after the end of each calendar quarter. The CCO reviews quarterly to ensure that statements have been received on all Personal Accounts of Access Persons.
Please note that each quarter each Access Person must provide both statements and Exhibits C and D.
Each Non-Access Person must provide the following:
Quarterly Reports. A Report of Personal Accounts in the form of Exhibit D must be submitted no more than 30 days after the end of each calendar quarter. The CCO reviews quarterly to ensure that statements have been received on Personal Accounts of Non-Access Persons.
d. | Chief Compliance Officer’s Procedures |
The Chief Compliance Officer is responsible for implementing the following procedures related to transactions in Personal. The CCO will:
• | Implement the procedures specified above for Personal Trading and Outside Employee Activities. |
• | At least quarterly, compare Personal Account Trading Request and Authorization Forms with Personal Account trading information as to the relevant Access Persons. |
• | At least quarterly, review statements on Non-Access Persons to ensure there were no violations of the black-out period. |
• | Annually, compare the change in holdings for each Access Person to be certain all trades were reported as required. |
• | Report any occurrence that he or she determines is a violation of this policy to management. Management, in consultation with the CCO, will determine an appropriate sanction for the violation. |
• | Make himself/herself available to assist employees with questions regarding this policy. |
• | Document all monitoring activities required by this code. |
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• | Review this Code on a regular basis and update it as necessary. |
e. | Violations of the Personal Trading Policy |
The Firm may impose a variety of sanctions for violations of these Personal Trading procedures. They may range from verbal reprimand to termination of employment and may include disgorgement by the Access/Non-Access Person of any profit on the transaction to KCM. Disgorged profits may be paid to the Firm’s clients that were affected by the violation.
inside INFORMATION
a. | General Policy |
Employees may acquire confidential and sensitive information during the course of performing their duties. Employees must not use this information to benefit themselves or the Firm, either by trading based on it (“insider trading”) or by providing it to others (“tipping”). Appendix 2 to this Code describes more fully what constitutes insider trading and tipping and the legal penalties for engaging in those activities.
b. | Types of Confidential Information |
This Code discusses two types of confidential information: Company Inside Information and Firm Inside Information .
• | “Company Inside Information” is material nonpublic or confidential information about the issuer of a security or about the security itself. |
• | “Firm Inside Information” is information about decisions the Firm is making or actively contemplating making about securities transactions and holdings in client accounts. |
c. | Access to Confidential Information |
The Firm must store materials that contain confidential information (of all types) in a manner reasonably designed to prevent access by unauthorized personnel. Generally this information should be available only to employees (and outside service providers such as attorneys) on a “need to know” basis in order to perform their duties for the Firm. Employees should keep all confidential documents hidden from public view when not in use. The Firm maintains password protection and other procedures to safeguard computer files from unauthorized access. The offices are secured and locked at the end of each business day and during the weekends.
d. | Permitted and Prohibited Uses of Confidential Information |
• | Company Inside Information . Some employees may receive Company Inside Information about issuers in whose securities KCM has invested or are considering investing client assets. KCM’s receipt of that type of information will almost always be part of, or give rise to, a special, confidential relationship with the issuer, often (but not always) set forth in a confidentiality or non-disclosure agreement between KCM and the issuer. KCM may use this information only for the purposes contemplated by the relationship (assuming they are lawful) and in accordance with any agreement with the issuer. Neither the Firm nor any employee may trade while in possession of Company Inside Information. |
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• | Firm Inside Information . Most employees will frequently obtain Firm Inside Information in the normal course of their duties. They may use it only to perform their ordinary business functions. For example, portfolio managers and traders may use information about clients’ securities transactions and holdings to determine whether to buy additional securities for those clients or to sell some or all of the clients’ positions. Employees may not use Firm Inside Information to trade for the benefit of Personal Accounts . Procedures for trading in these circumstances are included in KCM’s Trading Policies and Procedures. |
e. | Special Procedures Relating to Directorships |
In connection with certain investments, the Firm may have a representative on the Board of Directors of an issuing company. 3 Company Inside Information that a representative receives will generally be attributed to the Firm. Thus, the Firm will be subject to all restrictions on transactions in that issuer’s securities that apply to the representative. 4 These typically include complying with issuer’s so-called “windows” policies, which prohibit directors from trading except in designated “open-window” periods when the issuer is confident that all material information has been disclosed to the public. Any employee who serves as a director of a publicly traded company must keep the CCO fully informed on a current basis as to all periods during which the trading window for the relevant company is “open” and those during which it is “closed.” Each such employee must also inform the CCO immediately if, during any “open” period, the employee receives Company Inside Information (thus “closing” the window as to the Access Person and the Firm). The CCO will designate the subject security “restricted” during all periods for which the issuer’s trading window is closed, as well as during all periods in which the employee/director is in possession of Company Inside Information. The CCO will notify Trading and whatever other personnel may be appropriate to notify of any such “restricted” status — and of the termination of that status — and the CCO generally will not approve transactions in the relevant securities for Personal Accounts while the restricted status endures.
f. | Procedures Regarding Receipt of Information That May Be Confidential |
• | In the course of deciding whether or not to effect a transaction, either for a Personal Account or for a client account, in addition to complying with preapproval procedures and other Firm procedures and policies, an employee should ask himself/herself whether they have any information that may constitute either Company Inside Information or Firm Inside Information. The employee should review the definitions in this Code and Appendix 2 for help, as well as consult with the CCO if they have any questions whatsoever. |
3 | Directorships of for-profit companies are discouraged except in connection with the Firm’s investments of client assets. |
4 | If the Firm were to consent to an Access Person serving as a director of a publicly traded company other than in connection with client investments in that company, the Firm would probably impose similar restrictions on Firm trading. |
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• | If an employee has any reason to believe he/she may have Company Inside Information or Firm Inside Information , he/she should take the following actions: |
(a) | Report the matter immediately to the CCO, disclosing all information believed to be relevant. |
(b) | Do NOT buy or sell any security to which the information relates — for any Personal Accounts or for any account the Firm manages. |
(c) | Do NOT communicate the information to anyone within or outside the Firm, other than the CCO or the Managing Officer. In addition, take care that the information is secure. |
The CCO will instruct the employee on how long to continue these restrictions on trading and communication. All questions must be resolved about whether information is material or nonpublic, the applicability or interpretation of these procedures or the propriety of any action to the satisfaction of the CCO before the employee may effect the transaction or communicate the information.
g. | Chief Compliance Officer’s Procedures |
Whenever it is determined that an employee has received confidential information, the CCO will effect whatever measures are, in his or her judgment, appropriate to prevent dissemination of such information.
• | Review trading activity in all accounts the Firm manages with whatever frequency the CCO determines is appropriate. |
• | Review trading activity in all Personal Accounts with whatever frequency the CCO determines is appropriate. This may include sampling. |
• | Conduct an investigation when he or she has reason to believe that any employee has received and traded on confidential information or has disseminated such information to other persons. |
• | In consultation with Management, apply any sanctions he or she determines are appropriate to any violation of this Code. |
GIFTS, political contributions and OUTSIDE EMPLOYEE ACTIVITIES
a. | Personal Gifts |
• | General Policy . Employees may not receive personal gifts that could induce them to take actions in client accounts for reasons other than KCM’s clients’ best interests. Employees may not accept gifts of cash or cash equivalents and must evaluate entertainment to determine if it might be excessive. When in doubt, do not accept a gift or entertainment, or check with the CCO or Managing Officer. |
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• | It is important to note the distinction between what is considered to be a “gift” vs “entertainment. ” A “gift” generally includes anything given as a result of a business relationship for which the recipient does not pay fair market value. However, when a client or third party vendor is present with an employee at a meal, outing or an event (i.e., he/she must be seated with the employee or be among the employee in the larger group setting), such situation, due to the accompaniment of the giver, is considered “business entertainment” rather than a “gift.” Employees may attend business meals, sporting events and other entertainment events at the expense of giver, provided that the entertainment is not lavish or extravagant in nature. In addition, entertainment is only appropriate when used to foster, promote and maintain business relationships with Kempner. Entertainment that does not further Kempner’s interest is not appropriate. |
• | Compliance Procedures . An employee must report promptly to the CCO any personal gift presented to the employee by someone outside the Firm, whether it is cash, wine, tickets, a trip, favors, etc. Generally, the Firm does not allow employees to accept gifts of more than a nominal amount (exceeding $100 in value). If a gift appears to be excessive in value, the CCO will determine the appropriate response, which may include, among other outcomes, returning the gift, giving it to charity or sharing it among all Firm employees. |
b. | Political Contributions |
Since KCM is Advisor to the Kempner Multi-Cap Deep Value Equity Fund and the potential exists that government entities might be shareholders, all Covered Associates are required to report quarterly all political contributions exceeding
• | $150 to state and local political candidates, campaigns, PACs or political parties for which the contributor is not entitled to vote for the prior two years, or |
• | $350 to state and local political candidates, campaigns, PACs or political parties for which the contributor is entitled to vote for the prior two years, |
KCM will be unable to market to public funds if KCM (or any of its Covered Associates) made a donation in the prior two years to an individual in a position to select the manager for that fund. For more detailed information, please see below. (See Exhibit I for form)
Applies to Covered Associates | ||
General partner, managing member, executive officers or employees who solicit government entities (state or local) | ||
Prohibitions |
De Minimis Exception (Contributions Allowed) |
Exception for New
Covered Associate |
Provide IA services to State or local government entity if firm or Covered Associate 1) Made a political contribution within 2 years to an official of that entity 2) Paid or pays a solicitor to government entities unless is a regulated person or employee 3) Coordinated or solicited a PAC to contribute to an official of that entity 4) Paid the political party of the State or locality |
≤ $150 to one official per election if contributor is not eligible to vote in the election
≤ $350 to one official per election if contributor is eligible to vote in the election |
Exception if contribution was made more than 6 months before person became an Covered Associates and does not solicit government entities |
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Exception for Certain
Returned Contributions |
Contribution Amount |
Limits to Exceptions |
Contributions will not be counted if: 1) The discovery is made within 4 months of the contribution date and 2) The contribution is returned within 60 days of discovery |
≤ $350 |
A firm may be granted exceptions by the SEC with the following limits, allowing only one limit/employee/year :
< 50 employees, 2/year |
c. | Service as a Public Company Director |
No Access Person may serve as a director of a publicly held company without prior approval by the CCO based upon a determination that service as a director would be in the best interests of any client of the Firm or at least not adverse to those interests.
d. | Other Outside Business Interests |
• | General Policy . Except for service as public company directors (which is subject to the procedure discussed above), Access Persons may not engage in significant business activities outside of their activities for the Firm without disclosing those activities to the CCO by completing Exhibit E. The Firm may prohibit activities that the CCO, in his or her discretion, believes (i) may pose a significant conflict of interest with the Firm’s activities, (ii) could result in interruption in service to its clients or (iii) could result in adverse publicity for the Firm. |
• | Compliance Procedures . Each employee must take the following steps to comply with the Firm’s policy regarding outside business activities: |
(a) | At or before commencement of employment, complete and submit to the CCO a Statement of Outside Business Activities in the form of Exhibit E . Employees must discuss any disclosed activities with the CCO at his/her request to enable him/her to determine if the activities might result in a significant conflict of interest with KCM’s activities or such employee’s activities on KCM’s behalf. |
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(b) | Bring to the attention of the CCO any prospective plans to engage in any such activities prior to initiating them. |
(c) | Provide the CCO annually with an updated Exhibit E indicating any changes to the information contained in Exhibit E previously submitted. |
Any information submitted to the CCO under this policy will be considered confidential and will not be discussed with anyone other than senior management or KCM’s professional advisors without the employee’s permission.
e. | Involvement in Litigation |
Each employee must advise the CCO immediately if they become involved in any litigation, including threatened litigation, or any administrative investigation or proceeding of any kind. Each employee must also report to the CCO if they receive any subpoena, are arrested, become subject to any order or are contacted by any regulatory authority.
Whistleblowing
a. | General Policy |
Firm employees are encouraged to report potential violations of the Code of Ethics or other illegal or unethical behavior to the CCO or senior management of the Firm. Firm employees are also encouraged to discuss situations that may present ethical issues with such persons. The Firm will endeavor to maintain the confidentiality of reported violations, subject to applicable law, regulation or legal proceedings.
The Firm will not permit retaliation of any kind by, or on behalf of, the Firm or any employee against any individual for making good faith reports of violations to this Code of Ethics.
recordkeeping and administration
The CCO is responsible for implementing this Code and, in connection with doing so, following these procedures:
• | Provide each employee with a copy of this Code, as it may be amended or supplemented; |
• | Obtain each employee’s written acknowledgement that he or she has received a copy of this Code and |
• | Maintain in the Firm’s records for the periods required by applicable regulations |
✓ | A copy of this Code and each revision of this Code. |
✓ | A copy of each employee’s written acknowledgement of receipt of this Code. |
✓ | A record of each violation of this Code and the actions taken as a result of that violation and records of employee reports pursuant to this Code. |
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KEMPNER CAPITAL MANAGEMENT, INC.
ANNUAL ACKNOWLEDGEMENT
I have read, understand and acknowledge that I am subject to and agree to abide by the terms and provisions set forth in this policies and procedures manual, including KCM’s Code of Ethics, and the information set forth in the Form ADV Part 2A. I further certify that I have made all disclosures and reports required pursuant to this policies and procedures manual, including the Code of Ethics, and the Form ADV Part 2A and that such disclosures and reports are true and accurate in all respects. If I become aware of changes such that the ADV is no longer correct, I will notify the CCO immediately. I understand that violations of this manual or the Code of Ethics would subject me to sanctions, up to and including termination of my employment with KCM for cause.
I have not discussed company business on social networking sites such as Facebook, Twitter, Instagram and LinkedIn or personal blogs that refer to the Firm or my activities on behalf of the Firm without the CCO’s approval.
Signature of Employee | |
Print Name of Employee | |
Date |
Disciplinary History Disclosure :
In the past ten years, I have not:
a. | been convicted of or plead guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony ; |
b. | been charged with any felony ; |
c. | been convicted of or plead guilty or nolo contendere in a domestic, foreign, or military court to a 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; or |
d. | been charged with a misdemeanor listed in (c). |
Signature of Employee | |
Date |
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Political Contributions :
I have read the Gifts, Political Contributions and Outside Employee Activities Section in the Code of Ethics. I acknowledge that I will be required to report political contributions I have made in the past two years, in accordance with the policy, should KCM decide to market the services to public entities.
Signature of Employee | |
Date |
Use of Personal Mobile Devices:
I have read the Mobile Devices Section in the Cyber Security Policy. I acknowledge that if I use my mobile devices (smartphone, iPad, tablet) to access the Firm’s email, I will be required to notify the CCO and/or Head Trader of such and will adhere to all cyber security protocols set forth in the policy, including password protecting my device(s). Should my mobile device become lost or stolen, I will immediately notify the CCO and HT and acknowledge that I will no longer have access to the Firm’s email.
I am currently using my mobile device to access the Firm’s email.
|
||||
Yes | No |
If yes, please provide the following: |
Type of Device: Smartphone______ iPad _____ Tablet _____ Other _____ |
Mobile Phone Number |
iPad/Tablet IP Address |
Signature of Employee | |||
Date | |||
Signature of Chief Compliance Officer | Date Reviewed |
N:Compliance – Forms/2015 Compliance Forms/COE – Annual Acknowledgement.docx
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APPENDIX 1
Beneficial Ownership
An employee has a “beneficial ownership” interest in Reportable Securities whenever he or she has a direct or indirect pecuniary interest in those securities within the meaning of Rule 16a-1(2) under the Securities Exchange Act of 1934, as amended. Examples of such pecuniary interests include (but are not limited to) when Reportable Securities are owned:
1. | By an employee for his/her own benefit, whether bearer, registered in his/her own name or otherwise; |
2. | By others for the employee’s benefit (regardless of whether or how registered), such as securities held for the employee by custodians, brokers, relatives, executors or administrators; |
3. | For an employee’s account by a pledgee; |
4. | By a trust in which an employee has an income or remainder interest unless the employee’s only interest is to receive principal if (a) some other remainderman dies before distribution or (b) some other person can direct by will a distribution of trust property or income to the employee; |
5. | By an employee as trustee or co-trustee, where either the employee or any member of his/her immediate family (i.e., spouse, children and their descendants, stepchildren, parents and their ancestors and stepparents, in each case treating a legal adoption as blood relationship) has an income or remainder interest in the trust; |
6. | By a trust of which the employee is the settlor, if the employee has the power to revoke the trust without obtaining the consent of all the beneficiaries; |
7. | By any partnership in which the employee or a company the employee controls (alone or jointly with others) is a general partner; |
8. | By a corporation or similar entity controlled by the employee alone or jointly with others; |
9. | In the name of the employee’s spouse (unless legally separated); |
10. | In the name of minor children of the employee or in the name of any relative of the employee or of his/her spouse (including an adult child) who is presently sharing the employee’s home. This applies even if the securities were not received from the employee and dividends are not actually used for the maintenance of the employee’s home; |
11. | In the name of any person other than the employee and those listed in (9) and (10) above, if by reason of any contract, understanding, relationship, agreement or other arrangement the employee obtains benefits substantially equivalent to those of ownership or |
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Appendix 1
12. | In the name of any person other than the employee, even though the employee does not obtain benefits substantially equivalent to those of ownership (as described in (11) above), if the employee can vest or revest title in himself/herself. |
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Appendix 1
APPENDIX 2
Insider Trading Background
The Firm forbids you to trade, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicate material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” KCM’s policy extends to activities outside as well as within your duties for the Firm.
The term “insider trading” is not defined in the federal securities laws but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or to the communication of material nonpublic information to others.
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
1. | trading by an insider while in possession of material nonpublic information, |
2. | trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated or |
3. | communicating material nonpublic information to others. |
The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the CCO.
Who is an Insider?
The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers and the employees of such organizations. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.
What is Material Information?
Trading on inside information is not a basis for liability unless the information is material. Generally, information is “material” if there is a substantial likelihood a reasonable investor would consider it important in making his or her investment decisions or if it is reasonably certain to have a substantial effect on the price of a company's securities. Information you should consider material includes, but is not limited to:
• | dividend changes, |
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Appendix 2
• | earnings estimates, |
• | changes in previously released earnings estimates, |
• | significant merger or acquisition proposals or agreements, |
• | major litigation, |
• | liquidation problems and |
• | extraordinary management developments. |
Material information does not have to relate to a company's business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.
What is Nonpublic Information?
Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , the Wall Street Journal or other publications of general circulation, would be considered public.
Penalties for Insider Trading
Penalties for trading on, or communicating, material nonpublic information are severe for both the individuals involved in the unlawful conduct and their employers. Persons can be subject to some or all of the penalties below, even if they do not personally benefit from the violation.
• | civil injunctions, |
• | treble damages, |
• | disgorgement of profits, |
• | jail sentences, |
• | fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and |
• | fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. |
In addition, any violation of the Firm’s Code of Ethics can be expected to result in serious sanctions by the Firm, potentially including dismissal.
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Appendix 2
Kempner capital
management, Inc.
ACCESS PERSON - PERSONAL ACCOUNT TRADING REQUEST AND AUTHORIZATION FORM
Employee’s Name : | Date: |
I hereby request authorization to enter into the following securities transaction:
Name of Company and Ticker Symbol (for bonds: CUSIP, coupon and maturity date):
_____________________________________
Type of Order : Buy_____ Sell_____ Options_____ Tender_____ Other_____
(Explain:______________________________________________)
Price : Market ______ Limit _______ Stop _______ Number of shares (for bonds, principal amount): ______________
Broker/Dealer : | Bank: |
Name and Number of Account : |
If this security is NOT on the WATCH LIST or BUY LIST and is NOT currently owned in client accounts, provide an explanation of why the security is not suitable for client portfolios. Some of the factors used to determine suitability for client portfolios are: Compatibility with the client’s investment guidelines and objectives, Risk Factor, Dividend Yield Required, P/E Multiple.
This transaction is for investment purposes and to the best of my knowledge will comply with the relevant provisions of KCM’s Code of Ethics. I do not possess any material nonpublic information concerning the securities that are the subject of this transaction or the issuer thereof.
Signature of Employee |
The above transaction is __ approved based on information provided above
Chief Compliance Officer | Date |
The above transaction is __ disapproved for the following reason(s):
Chief Compliance Officer | Date |
REV:12 2011
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Code of Ethics
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Exhibit A
Kempner capital
management, Inc.
annual LIST OF PERSONAL ACCOUNTS
Required within 10 days of hire and annually thereafter
Name of Broker | Name(s) in Which Account Held | Account Number |
LIST OF HOLDINGS OF REPORTABLE SECURITIES
I hereby certify that the following is a complete listing of all Reportable Securities held in Personal Accounts or otherwise “ beneficially owned ” by me (within the meaning described in the Firm’s Code of Ethics) as of the date hereof. I further acknowledge that failure to disclose fully all Reportable Securities will violate KCM’s Code of Ethics.
Name of Reportable Security |
Ticker Symbol/CUSIP, Coupon, Maturity Date |
Type of Security |
Number of Shares/Principal Amount of Bonds |
Date Acquired |
___All Reportable Securities I own are on brokerage statements provided to KCM.
___I own no securities.
Name of Employee | |
Signature of Employee | |
Date |
Rev: 06 2013
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit B
Kempner capital
management, Inc.
ACCESS PERSON - QUARTERLY REPORT OF SECURITIES TRANSACTIONS in Personal Accounts
KCM’s firm policy and SEC regulations require that each employee report within 30 days of the end of each quarter any personal securities transactions in any securities accounts of the employee or any immediate family or household members.
Transactions do not need to be reported for:
• | any account on which the employee has no direct or indirect influence or control, |
• | U. S. Treasury or government securities, |
• | open end mutual funds, including money market funds, |
• | variable annuities. |
All personal securities transactions and account statements are maintained in confidence by the Chief Compliance Officer except when necessary to enforce the firm’s policy or to comply with requests for information from government agencies.
Employee Name | Quarter Ending |
________ YES , I have had personal securities transactions within the past quarter as reported on:
( Check those that apply)
( ) statement sent directly by my broker/dealer or custodian
( ) the attached report
________ NO , I have had no personal securities transactions in the past three-month period.
This report is to be signed, dated and returned to Diana Bartula , Chief Compliance Officer, within 30 business days of the end of the quarter.
Employee Signature | |||
Date | |||
Compliance Officer Review & Date |
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit C
KEMPNER CAPITAL MANAGEMENT, INC.
Quarter/Year _______________________________
Report of Personal Accounts
(Supplement Report to the Annual List of Personal Accounts)
List of Personal Accounts
Broker | Name in Which Account Held |
Account Number |
Stmt
Rcvd |
_______ NO , I have not opened any additional personal accounts for this period.
_______ YES , I have opened an additional personal account. I will provide a copy of my most recent statement. I will make immediate arrangements for my statement to be sent to Compliance directly by my broker/dealer/custodian.
I am a(n) _______ Access Person __________ Non-Access Person | |
Employee | |
Date |
Rev:06 2013
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit D
OUTSIDE ACTIVITIES OF CURRENT EMPLOYEES
All employees are required to devote their full time and efforts to the business of the Firm. In addition, no person may make use of his or her position as an employee, make use of information acquired during employment or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the interests of the Firm.
To assist in ensuring that such conflicts are avoided, an employee must obtain the written approval of the CCO prior to:
• | Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family-owned businesses and charitable, nonprofit and political organizations. |
• | Accepting a second job or part-time job of any kind or engaging in any other business outside of the Firm. |
• | Acting, or representing that the employee is acting, as agent for a firm in any investment banking matter or as a consultant or finder. |
• | Forming or participating in any stockholders’ or creditors’ committee (other than on behalf of the Firm) that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest. |
• | Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Firm, whether as a fee, commission, bonus or other consideration such as stock, options or warrants. |
Every employee is required to complete the attached disclosure form and have the form approved by the CCO prior to serving in any of the capacities described heretofore. In addition, an employee must advise the Firm if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration. Evidence of such advice must be obtained by completion of such form with the signatures of the CCO.
REV:06 2013
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit E
STATEMENT OF OUTSIDE ACTIVITIES OF CURRENT EMPLOYEES
INSTRUCTIONS:
The Firm expects its full-time employees to devote their full business day to the business of the Firm and to avoid any outside employment, position, association or investment that might interfere or appear to interfere with the independent exercise of the employee’s judgment regarding the best interests of the Firm and its clients. Should an activity or investment be deemed a conflict of interest, or appear to create a conflict of interest, between the employee and the Firm, the employee may be required to terminate such.
Name of Employee |
Date |
Section A. GENERAL (Employees must complete all questions in Section A and then complete the Sections (B – F) that are applicable.)
1. | ☐ Yes | ☐ No | I am seeking approval to become a director, officer, general partner, sole proprietor or employee of, or a consultant or contributor to, an organization or entity other than a Adviser entity. If yes, complete Section B. |
2. | ☐ Yes | ☐ No | I am seeking approval to serve or to agree to serve in a fiduciary capacity as an administrator, conservator, executor, guardian or trustee. If yes, complete Section C. |
3. | ☐ Yes | ☐ No | I am seeking approval to participate in a private placement. If yes, complete Section D. |
4. | ☐Yes | ☐ No | I am seeking approval to serve or to participate in a security holders’ or creditors’ committee or to become actively involved in a proxy contest seeking a change in the management or control of an organization or entity. If yes, complete Section E. |
5. | ☐ Yes | ☐ No | I anticipate becoming involved or participating in an arbitration or litigation, either as a plaintiff, defendant or witness. If yes, complete Section F. |
Section B. EMPLOYMENT RELATIONSHIPS
Name of Organization or Entity: | ||
Employee’s Position or Function: | ||
Activity or Business of Organization or Entity: | ||
Type of Organization or Entity: | ||
Date Association with Organization or Entity will Commence: | ||
Hours Devoted Per Day: |
During Business Hours ____ During Non-Business Hours ____ |
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit F
Annual Compensation From Organization or Entity: | ||
Financial Interest in Organization or Entity: |
To the best of your knowledge:
Does any material adverse information exist concerning the organization or entity? | ☐ Yes | ☐ No | |
Does any conflict of interest exist between any KCM entity and the organization or entity? | ☐ Yes | ☐ No | |
Does the organization or entity have a business relationship with any KCM entity? | ☐ Yes | ☐ No |
If yes to any of the above, please attach full explanation.
Section C. FIDUCIARY RELATIONSHIPS
Name of Person or Organization or Entity Employee will be Acting for: | ||
Employee’s Fiduciary Capacity: | ||
Basis for Appointment: (e.g., Family Related) | ||
Annual Compensation for Serving: |
Have securities or futures accounts (other than Federal Reserve Board “Treasury Direct” accounts) been opened for the benefit of the person or organization or entity and will the employee have the authority to make investment decisions for such accounts? |
☐Yes |
☐No |
If yes, please complete and attach Exhibits B and C as required.
To the best of your knowledge:
Does any material adverse information exist concerning the organization or entity? |
☐ Yes |
☐ No |
|
Does any conflict of interest exist between any KCM entity and the organization or entity? |
☐ Yes |
☐ No |
|
Does the organization or entity have a business relationship with any KCM entity? |
☐ Yes |
☐ No |
If yes to any of the above, please attach full explanation.
Section D. CONTROL INTERESTS
Name of Organization or Entity: | ||
Type and Size of Interest: | ||
Ownership Percentage: | ||
Activity or Business of Organization or Entity: | ||
Date Interest to be Acquired: |
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit F
To the best of your knowledge:
Does any material adverse information exist concerning the organization or entity? |
☐ Yes |
☐ No |
|
Does any conflict of interest exist between any KCM entity and the organization or entity? |
☐ Yes |
☐ No |
|
Does the organization or entity have a business relationship with any KCM entity? |
☐ Yes |
☐ No |
If yes to any of the above, please attach full explanation.
Section E. CLAIMANT COMMITTEES/PROXY CONTESTS
Type of Committee (If Applicable): | ||
Target Organization or Entity: | ||
Activity or Business of Organization or Entity: | ||
Type of Organization or Entity: | ||
Employee Role or Function: |
To the best of your knowledge:
Does any conflict of interest exist between any KCM entity and the organization or entity? |
☐ Yes |
☐ No |
|
Does the organization or entity have a business relationship with any KCM entity? |
☐ Yes |
☐ No |
If yes to any of the above, please attach full explanation.
Section F. ARBITRATION/LITIGATION
Employee Role: | ☐ Plaintiff | ☐ Defendant | ☐ Witness |
Title of Action: | ||
Description of Action: | ||
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit F
To the best of your knowledge:
Is any KCM entity involved in or affected by this action? | ☐ Yes | ☐ No | |
Is any KCM client, counterparty or vendor involved in or affected by this action? |
☐ Yes |
☐ No |
If yes to any of the above, please attach full explanation.
EMPLOYEE AFFIRMATION
I affirm that the above information is accurate and complete as of the date hereof. I understand that I am under an obligation during my employment with the Firm to obtain the approval of the Chief Compliance Officer prior to engaging in outside activities or making certain investments, as more fully described in the Firm policy, and to advise the Firm if I become or I believe I may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration. I also agree to advise the Chief Compliance Officer promptly if the information herein changes or becomes inaccurate.
Signature of Employee |
Date |
CHIEF COMPLIANCE OFFICER APPROVAL/NOTIFICATION
Signature of Chief Compliance Officer |
Date |
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit F
Kempner capital management, Inc.
GIFT LOG
Employee Name | Date Received | Type of Gift | Donor’s Name | Donor’s Company | Relationship to KCM | Approximate Value |
Rev:12 2011
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit F
Kempner capital management, Inc.
Client and Access Person Trading Report (Quarterly and Yearly)
Date – Date
Date of Order Entry | Date of Execution (Trade Date) |
Buy/
Sell |
Client(s) | Employee Account | Security | TKR | Client Price | Employee Price | Comments |
REV:12 2011
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit G
Kempner capital management, Inc.
TRADING FOR ACCESS PERSONS
If the Security is: | Employee Accounts: | |
BUYS | SELLS | |
On the Buy List |
Can Buy at current market price Preclearance is required. |
Can Sell at market |
An Open GTC Order to Buy | Can Buy at current buy price for clients + 10 bps | Can Sell at market |
On the Watch List and/or under consideration for purchase or sell | Cannot Buy | Cannot Sell |
On the Sell List (If the security is on the Sell List, it is an Open GTC Order to Sell. When executed, the security is removed from the Sell List.) |
Can Buy at market | Can Sell at 10 bps less than current sell price for clients |
On the Hold List and is owned by a client |
Cannot write a put (e.g., buying puts on equities held in client accounts) Can Buy at market Preclearance is required. |
Cannot write a call
Can Sell at market Preclearance is required. |
Not owned by clients and not on the Hold List, Watch List, Buy List or Sell List |
Can Buy at market Preclearance is required. If the security meets KCM criteria, it must go to the Investment Committee for review before clearance will be provided. |
Can Sell at market |
TRADING FOR NON-ACCESS PERSONS
For any security researched, a Non-Access Person cannot buy or sell that security for 30 days (black-out period) after the research has been submitted for review.
REV:12 2011
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit H
KEMPNER CAPITAL MANAGEMENT, INC.
Quarter ____________________________
Report of Personal Political Contributions
__________ NO , I did not make any personal political contributions during the reporting quarter.
__________ YES , I made the below personal political contribution(s) during the reporting quarter.
Note: You must include personal political contributions made by anyone in your household.
Covered Associates are required to report all political contributions exceeding
• | $150 to state and local political candidates, campaigns, PACs or political parties for which the contributor is not entitled to vote for the prior two years, or |
• | $350 to state and local political candidates, campaigns, PACs or political parties for which the contributor is entitled to vote for the prior two years. |
Name of Contributor | Name and Title of Recipient* | Date of Contribution | Amount of Contribution | Contribution Subject to Rule 206(4)-5(b)(2)?** Y/N |
Attach additional page if needed.
* | Including any City/County/State or other political subdivision. |
** | Rule 206(4)-5(b)(2) The contribution is not subject to the Rule if the contribution was made by a natural person more than six months prior to becoming a covered associate of the investment adviser unless such person, after becoming a covered associate, solicits clients on behalf of the investment adviser. |
Employee | |
Date | |
CCO | |
Review Date by CCO |
Kempner Capital Management, Inc.
Code of Ethics
As of April 2017
Exhibit H