REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933
|
[X] |
Pre-Effective Amendment No.
|
[ ] |
Post-Effective Amendment No.
67
|
[X] |
REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940
|
[X] |
Amendment No.
71
|
[X] |
The securities offered by this prospectus have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
Summary
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2
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Principal Investment Objective, Strategies, and Risks
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9
|
|
Investment Objectives
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9
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|
Principal Investment Strategy
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9
|
|
Principal Risks of Investing in the Fund
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11
|
|
Non-Principal Investment Policies and Risks
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13
|
|
Management of the Fund
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15
|
|
Investment Advisor
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15
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|
Distributor
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16
|
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Additional Information on Expenses
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17
|
|
Investing in the Fund
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18
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|
Purchase Options
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18
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Purchase and Redemption Price
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18
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Buying or Selling Shares Through a Financial Intermediary
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20
|
|
Purchasing Shares
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20
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|
Redeeming Shares
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22
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|
Frequent Purchases and Redemptions
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25
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|
Other Important Investment Information
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27
|
|
Dividends, Distributions, and Taxes
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27
|
|
Financial Highlights
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27
|
|
Additional Information
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Back Cover
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INVESTMENT OBJECTIVES
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Shareholder Fees
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||
(fees paid directly from your investment)
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||
Institutional
|
Advisor
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Maximum Sales Charge (Load) Imposed On Purchases (as a % of offering price)
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None
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None
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Redemption Fee
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None
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None
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Exchange Fee
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None
|
None
|
·
|
You invest $10,000 in the Fund for the periods shown;
|
·
|
You reinvest all dividends and distributions;
|
·
|
You redeem all of your shares at the end of those periods;
|
·
|
You earn a 5% return each year; and
|
·
|
The Fund’s operating expenses remain the same.
|
Class
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1 Year
|
3 Years
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Institutional Class
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$79
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$332
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Advisor Class
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$119
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$457
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As a matter of investment policy, the Fund will invest, under normal circumstances, at least 80% of net assets, plus borrowings for investment purposes, in a portfolio of securities whose value is based on companies with market capitalizations that qualify them as “large-cap” companies. This policy may be changed without shareholder approval upon 60-days’ prior notice to shareholders. The Advisor considers a company to be a “large cap” company if its market capitalization falls within the range of market capitalizations of companies included in the Standard & Poor’s 500 Index. While t he Fund typically invests in common stocks, ETFs, futures contracts, and options , it has the ability to invest in other types of equity securities such as preferred stocks and warrants that satisfy the Fund’s investment criteria. |
An
ETF
is an investment company that offers investors a proportionate share in a portfolio of stocks, bonds, commodities, or other securities. Like individual equity securities, ETFs are traded on a stock exchange and can be bought and sold throughout the day. Traditional ETFs attempt to achieve the same investment return as that of a particular market index, such as the Standard & Poor’s 500 Index. To mirror the performance of a market index, an ETF invests either in all of the securities in the index or a representative sample of securities in the index.
|
Based on its exposure to the large-cap equity market, the Fund will trade options to try to take advantage of perceived pricing discrepancies in the options market. The Advisor identifies these trading opportunities by analyzing volatility. The market price of an option is partially based on the expected volatility, or potential variation in price over time, of its underlying asset. The Advisor evaluates differences between the volatility implied by |
A
futures contract
calls for delivery of an asset or its cash value for a set price in the future. A stock index futures contract requires a cash settlement based on the value of a particular stock index. Changes in the value of the stock index are reflected in the market value of the futures contract.
|
Writing Options. As the seller, or writer, of options, the Fund receives a premium from the purchaser. For example, the purchaser of a call option on an individual security, like an ETF or stock, has the right to buy the security at a fixed price (the “exercise price”) on or before a certain date in the future (the “expiration date”). If the purchaser does not exercise the call option, the Fund retains the premium. If the purchaser exercises the call option, the Fund is required to deliver the underlying security. If the Fund does not own the underlying security, then it may be required to purchase the security in order to meet the delivery requirements of the option contract. The premium, the exercise price, and the value of the security determine the gain or loss realized by the Fund as the seller of a call option. The Fund can also repurchase the call option prior to the expiration date, ending its obligation. In contrast to a call option, when the Fund sells a put option, it receives a premium and may be required to buy the underlying security from the purchaser. Index options are settled with cash and do not involve the actual delivery of the underlying securities. Upon exercise, the Fund pays the purchaser the difference between the value of the index and the exercise price of the option. |
·
|
No front-end sales charge.
|
·
|
No contingent deferred sales charges.
|
·
|
Distribution and service plan (Rule 12b-1) fees of 0.00%.
|
·
|
$25,000 minimum initial investment.
|
·
|
No front-end sales charge.
|
·
|
No contingent deferred sales charges.
|
·
|
Distribution and service plan (Rule 12b-1) fees of 0.40%.
|
·
|
$25,000 minimum initial investment.
|
(1)
|
Your letter of instruction specifying the share class, account number, and number of shares (or the dollar amount) to be redeemed. This request must be signed by all registered shareholders in the exact names in which they are registered;
|
(2)
|
Any required signature guarantees (see “Signature Guarantees” below); and
|
(3)
|
Other supporting legal documents, if required in the case of estates, trusts, guardianships, custodianships, corporations, partnerships, pension or profit sharing plans, and other entities.
|
(1)
|
Name of Fund and share class;
|
(2)
|
Shareholder name and account number;
|
(3)
|
Number of shares or dollar amount to be redeemed;
|
(4)
|
Instructions for transmittal of redemption proceeds to the shareholder; and
|
(5)
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Shareholder signature as it appears on the application on file with the Funds.
|
By telephone:
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1-800-773-3863
|
|
By mail:
|
Arin Large Cap Theta Fund
c/o Nottingham Shareholder Services
116 South Franklin Street
Post Office Box 4365
Rocky Mount, North Carolina 27804
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|
By e-mail:
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shareholders@ncfunds.com
|
|
On the Internet:
|
www.ncfunds.com
|
The securities offered by this prospectus have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
Summary
|
2
|
|
Principal Investment Objective, Strategies, and Risks
|
9
|
|
Investment Objectives
|
9
|
|
Principal Investment Strategy
|
9
|
|
Principal Risks of Investing in the Fund
|
11
|
|
Non-Principal Investment Policies and Risks
|
13
|
|
Management of the Fund
|
15
|
|
Investment Advisor
|
15
|
|
Distributor
|
16
|
|
Additional Information on Expenses
|
17
|
|
Investing in the Fund
|
18
|
|
Purchase Options
|
18
|
|
Purchase and Redemption Price
|
18
|
|
Buying or Selling Shares Through a Financial Intermediary
|
20
|
|
Purchasing Shares
|
20
|
|
Redeeming Shares
|
22
|
|
Frequent Purchases and Redemptions
|
25
|
|
Other Important Investment Information
|
27
|
|
Dividends, Distributions, and Taxes
|
27
|
|
Financial Highlights
|
27
|
|
Additional Information
|
Back Cover
|
INVESTMENT OBJECTIVES
|
Shareholder Fees
|
|
(fees paid directly from your investment)
|
|
Wirehouse
|
|
Maximum Sales Charge (Load) Imposed On Purchases
(as a % of offering price)
|
None
|
Redemption Fee
|
None
|
Exchange Fee
|
None
|
Annual Fund Operating Expenses
1
|
|
(expenses that you pay each year as a percentage of the value of your investment)
|
|
Wirehouse
|
|
Management Fees
|
0.40%
|
Distribution and/or Service (12b-1) Fees
|
1.00%
|
Other Expenses
2
|
0.68%
|
Acquired Fund Fees and Expenses
3
|
0.09%
|
Total Annual Fund Operating Expenses
|
2.17%
|
Fee Waiver and/or Expense Limitation
2
|
0.40%
|
Net Annual Fund Operating Expenses
|
1.77%
|
·
|
You invest $10,000 in the Fund for the periods shown;
|
·
|
You reinvest all dividends and distributions;
|
·
|
You redeem all of your shares at the end of those periods;
|
·
|
You earn a 5% return each year; and
|
·
|
The Fund’s operating expenses remain the same.
|
Class
|
1 Year
|
3 Years
|
Wirehouse Class
|
$180
|
$641
|
As a matter of investment policy, the Fund will invest, under normal circumstances, at least 80% of net assets, plus borrowings for investment purposes, in a portfolio of securities whose value is based on companies with market capitalizations that qualify them as “large-cap” companies. This policy may be changed without shareholder approval upon 60-days’ prior notice to shareholders. The Advisor considers a company to be a “large cap” company if its market capitalization falls within the range of market capitalizations of companies included in the Standard & Poor’s 500 Index.
While t
he Fund typically invests in common stocks,
ETFs, futures contracts, and options
, it has the ability to invest in other types of equity securities such as preferred stocks and warrants that satisfy the Fund’s investment criteria.
|
An
ETF
is an investment company that offers investors a proportionate share in a portfolio of stocks, bonds, commodities, or other securities. Like individual equity securities, ETFs are traded on a stock exchange and can be bought and sold throughout the day. Traditional ETFs attempt to achieve the same investment return as that of a particular market index, such as the Standard & Poor’s 500 Index. To mirror the performance of a market index, an ETF invests either in all of the securities in the index or a representative sample of securities in the index.
|
Based on its exposure to the large-cap equity market, the Fund will trade options to try to take advantage of perceived pricing discrepancies in the options market. The Advisor identifies these trading opportunities by analyzing volatility. The market price of an option is partially based on the expected volatility, or potential variation in price over time, of its underlying asset. The Advisor evaluates differences between the volatility implied by the market price of a call option and the future volatility of its underlying security as forecast by the Advisor. By analyzing the implied and forecasted |
A
futures contract
calls for delivery of an asset or its cash value for a set price in the future. A stock index futures contract requires a cash settlement based on the value of a particular stock index. Changes in the value of the stock index are reflected in the market value of the futures contract.
|
Writing Options. As the seller, or writer, of options, the Fund receives a premium from the purchaser. For example, the purchaser of a call option on an individual security, like an ETF or stock, has the right to buy the security at a fixed price (the “exercise price”) on or before a certain date in the future (the “expiration date”). If the purchaser does not exercise the call option, the Fund retains the premium. If the purchaser exercises the call option, the Fund is required to deliver the underlying security. If the Fund does not own the underlying security, then it may be required to purchase the security in order to meet the delivery requirements of the option contract. The premium, the exercise price, and the value of the security determine the gain or loss realized by the Fund as the seller of a call option. The Fund can also repurchase the call option prior to the expiration date, ending its obligation. In contrast to a call option, when the Fund sells a put option, it receives a premium and may be required to buy the underlying security from the purchaser. Index options are settled with cash and do not involve the actual delivery of the underlying securities. Upon exercise, the Fund pays the purchaser the difference between the value of the index and the exercise price of the option. |
·
|
No front-end sales charge.
|
·
|
No contingent deferred sales charges.
|
·
|
Distribution and service plan (Rule 12b-1) fees of 1.00%.
|
·
|
$25,000 minimum initial investment.
|
(1)
|
Your letter of instruction specifying the share class, account number, and number of shares (or the dollar amount) to be redeemed. This request must be signed by all registered shareholders in the exact names in which they are registered;
|
(2)
|
Any required signature guarantees (see “Signature Guarantees” below); and
|
(3)
|
Other supporting legal documents, if required in the case of estates, trusts, guardianships, custodianships, corporations, partnerships, pension or profit sharing plans, and other entities.
|
(1)
|
Name of Fund and share class;
|
(2)
|
Shareholder name and account number;
|
(3)
|
Number of shares or dollar amount to be redeemed;
|
(4)
|
Instructions for transmittal of redemption proceeds to the shareholder; and
|
(5)
|
Shareholder signature as it appears on the application on file with the Funds.
|
By telephone:
|
1-800-773-3863
|
|
By mail:
|
Arin Large Cap Theta Fund
c/o Nottingham Shareholder Services
116 South Franklin Street
Post Office Box 4365
Rocky Mount, North Carolina 27804
|
|
By e-mail:
|
shareholders@ncfunds.com
|
|
On the Internet:
|
www.ncfunds.com
|
OTHER INVESTMENT POLICIES
|
2
|
INVESTMENT LIMITATIONS
|
12
|
PORTFOLIO TRANSACTIONS
|
13
|
DESCRIPTION OF THE TRUST
|
15
|
MANAGEMENT AND OTHER SERVICE PROVIDERS
|
16
|
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
|
27
|
SPECIAL SHAREHOLDER SERVICES
|
28
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
29
|
NET ASSET VALUE
|
30
|
ADDITIONAL TAX INFORMATION
|
32
|
FINANCIAL STATEMENTS
|
34
|
APPENDIX A – DESCRIPTION OF RATINGS
|
35
|
APPENDIX B – PROXY VOTING POLICIES
|
39
|
·
|
current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract;
|
·
|
a difference between the derivatives and securities markets, including different levels of demand, how the instruments are traded, the imposition of daily price fluctuation limits or trading of an instrument stops; and
|
·
|
differences between the derivatives, such as different margin requirements, different liquidity of such markets, and the participation of speculators in such markets.
|
·
|
have to sell securities to meet its daily margin requirements at a time when it is disadvantageous to do so;
|
·
|
have to purchase or sell the instrument underlying the contract;
|
·
|
not be able to hedge its investments; and
|
·
|
not be able to realize profits or limit its losses.
|
·
|
an exchange may suspend or limit trading in a particular derivative instrument, an entire category of derivatives, or all derivatives, which sometimes occurs because of increased market volatility;
|
·
|
unusual or unforeseen circumstances may interrupt normal operations of an exchange;
|
·
|
the facilities of the exchange may not be adequate to handle current trading volume;
|
·
|
equipment failures, government intervention, insolvency of a brokerage firm or clearing house, or other occurrences may disrupt normal trading activity; or
|
·
|
investors may lose interest in a particular derivative or category of derivatives.
|
·
|
actual and anticipated changes in interest rates;
|
·
|
fiscal and monetary policies; and
|
·
|
national and international political events.
|
(1)
|
Issue senior securities, except as permitted by the Investment Company Act of 1940;
|
(2)
|
Borrow money, except to the extent permitted under the Investment Company Act of 1940 (including, without limitation, borrowing to meet redemptions). For purposes of this investment restriction, the entry into options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing;
|
(3)
|
Pledge, mortgage, or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in escrow in connection with writing covered put and call options and the purchase of securities on a when-issued or forward commitment basis and collateral and initial or variation margin arrangements with respect to options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices;
|
(4)
|
Act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter under certain federal securities laws;
|
(5)
|
Purchase or sell real estate or direct interests in real estate; provided, however, that the Fund may purchase and sell securities which are secured by real estate and securities of companies that invest or deal in real estate (including, without limitation, investments in REITs, mortgage-backed securities, and privately-held real estate funds);
|
(6)
|
Invest in commodities, except that the Fund may purchase and sell securities of companies that invest in commodities, options, forward contracts, futures contracts, including those relating to indices and currencies, and options on futures contracts, indices or currencies;
|
(7)
|
Make investments for the purpose of exercising control or management over a portfolio company;
|
(8)
|
Make loans, provided that the Fund may lend its portfolio securities in an amount up to 33% of total Fund assets, and provided further that, for purposes of this restriction, investment in U.S. Government obligations, short-term commercial paper, certificates of deposit, and bankers’ acceptances;
|
(9)
|
Concentrate its investments. The Fund’s concentration policy limits the aggregate value of holdings of a single industry or group of industries (except U.S. Government and cash items) to less than 25% of the Fund’s total assets; or
|
(10)
|
With respect to 75% of its total assets, the Fund may not: (i) purchase 10% or more of the outstanding voting securities of any one issuer; or (ii) purchase securities of any issuer if, as a result, 5% or more of the Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to investments in (i) cash and cash items; (ii) securities of other registered investment companies; and (iii) obligations of the United States Government, its agencies, or instrumentalities.
|
Name, Age
and Address
|
Position
held with
Funds or Trust
|
Length
of Time
Served
|
Principal Occupation
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen
by Trustee
|
Other Directorships
Held by Trustee
During Past 5 Years
|
Independent Trustees
|
|||||
Jack E. Brinson
Age: 80
|
Independent Trustee
|
Since 7/09
|
Retired; previously, President of Brinson Investment Co. (personal investments) and President of Brinson Chevrolet, Inc. (auto dealership).
|
10
|
Independent Trustee of Brown Capital Management Funds for its three series, DGHM Investment Trust for its two series, Gardner Lewis Investment Trust for its two series, Hillman Capital Management Investment Trust for its two series, and Tilson Investment Trust for its two series (all registered investment companies); previously, Independent Trustee of de Leon Funds Trust for its one series from 2000 to 2005, Giordano Investment Trust for its one series during 2011, and New Providence Investment Trust for its one series from inception until 2011 (all registered investment companies).
|
Michael G. Mosley
Age: 59
|
Independent Trustee
|
Since 7/10
|
Owner of Commercial Realty Services (real estate) since 2004.
|
10
|
None.
|
Theo H. Pitt, Jr.
Age: 76
|
Independent Trustee
|
Since 9/10
|
Senior Partner, Community Financial Institutions Consulting (financial consulting) since 1999; Partner, Pikar Properties (real estate) since 2001; Account Administrator, Holden Wealth Management Group of Wachovia Securities (money management firm) from 2003-2008.
|
10
|
Independent Trustee of DGHM Investment Trust for its two series, Gardner Lewis Investment Trust for its two series, and Hanna Investment Trust for its one series (all registered investment companies); previously, Independent Trustee of Hillman Capital Management Investment Trust for its two series from 2000 to 2009, NCM Capital Investment Trust for its one series from 2007 to 2009, New Providence Investment Trust from 2008 to 2009, and Tilson Investment Trust for its two series from 2004 to 2009 (all registered investment companies).
|
James H. Speed, Jr.
Age: 58
|
Independent Trustee, Chairman
|
Trustee since 7/09, Chair since 5/12
|
President and CEO of NC Mutual Insurance Company (insurance company) since 2003; President of Speed Financial Group, Inc. (consulting and private investments) from 2000 to 2003.
|
10
|
Independent Trustee of the following Brown Capital Management Funds for its three series, Hillman Capital Management Investment Trust for its two series, and Tilson Investment Trust for its two series (all registered investment companies). Member of Board of Directors of NC Mutual Life Insurance Company. Member of Board of Directors of M&F Bancorp. Previously, Independent Trustee of New Providence Investment Trust for its one series from 2009 until 2011 (registered investment company).
|
J. Buckley Strandberg
Age: 52
|
Independent Trustee
|
Since 7/09
|
President of Standard Insurance and Realty (insurance and property management) since 1982.
|
10
|
None.
|
Other Officers
|
|||||
Robert G. Fontana
Age: 42
5950 Fairview Road
Suite 610-A
Charlotte, NC 28210
|
President and Treasurer (Caritas All-Cap Growth Fund)
|
Since 7/09
|
President and CIO of Caritas Capital, LLC (advisor to the Caritas All-Cap Growth Fund) since 2009; Portfolio Manager for Portfolio Capital Management (investment management) since 2006; previously, Portfolio Manager for Covenant Capital, LLC (investment management).
|
n/a
|
n/a
|
D. Jerry Murphey
Age: 54
821 Pacific Street
Omaha, Nebraska 68108
|
President (FMX Funds)
|
Since 7/09
|
Manager, President, and CEO of FolioMetrix, LLC (advisor to the FMX Funds) since 2009; principal of Uptrade Research Associates, LLC (investment research) since 2009; previously, Investment Management Consultant for Prudential Investments, Wealth Management Solutions (investment management).
|
n/a
|
n/a
|
Julie M. Koethe
Age: 31
821 Pacific Street
Omaha, Nebraska 68108
|
Treasurer (FMX Funds)
|
Since 4/10
|
Chief Operating Officer of FolioMetrix, LLC (advisor to the FMX Funds) since 2010; Insurance Accounting Supervisor for Applied Underwriters (workers compensation and payroll service provider) from 2003-2010.
|
n/a
|
n/a
|
Matthew R. Lee
Age: 30
1777 Borel Place,
Suite 415,
San Mateo, CA 94402
|
President (Presidio Multi-Strategy Fund)
|
Since 2/10
|
Chief Executive Officer of Presidio Capital Investments, LLC (advisor to the Presidio Multi-Strategy Fund) since 2006; Financial Planning Specialist with Smith Barney, a division of Citigroup Global Markets, Inc. (now known as Morgan Stanley Smith Barney) from 2004-2006; Associate at Bank of America Investments, Inc. (investment management) from 2003-2004.
|
n/a
|
n/a
|
James C. Roumell
Age: 50
2 Wisconsin Circle
Suite 660
Chevy Chase, MD 20815
|
President (Roumell Opportunistic Value Fund)
|
Since 9/10
|
President of Roumell Asset Management, LLC (advisor to the Roumell Opportunistic Value Fund) since 1998.
|
n/a
|
n/a
|
Craig L. Lukin
Age:44
2 Wisconsin Circle
Suite 660
Chevy Chase, MD 20815
|
Treasurer (Roumell Opportunistic Value Fund)
|
Since 9/10
|
Chief Operating Officer and Chief Compliance Officer of Roumell Asset Management, LLC since 2007; Research Analyst at Roumell Asset Management, LLC from 2003-2007; Private Equity Analyst for Dent & Company, Inc. (investment services) from 2000-2002; Corporate Value Consulting Manager for PricewaterhouseCoopers, LLP (accountancy and professional services) from 1994-2000.
|
n/a
|
n/a
|
Mark A. Grimaldi
Age: 49
1207 Route 9
Suite 10
Wappingers Falls, NY 12590
|
President and Treasurer (Sector Rotation Fund)
|
Since 4/11
|
President and Chief Compliance Officer of Navigator Money Management, Inc. (advisor to the Sector Rotation Fund) since 1996; Vice President of The Prestige Organization, Inc. since 1996; and Co-Fund Manager of ETF Market Opportunity Fund (formerly Navigator Fund) from 2008-2009.
|
n/a
|
n/a
|
Cort F. Meinelschmidt
Age: 33
38 S. Potomac Street
Suite 304
Hagerstown, MD
21740
|
President (SCS Tactical Allocation Fund)
|
Since 10/11
|
President of Sentinel Capital Solutions, Inc. (advisor to the Guardian Diversified Fund) since 2011; Financial Advisor for Centra Financial Services (investment services) from 2010-2011; Financial Advisor for Edward Jones (investment services) from 2004-2010.
|
n/a
|
n/a
|
J. Philip Bell
Age: 58
104 Maxwell Avenue
P.O. Box 3181
Greenwood, SC 29648
|
President (Crescent Funds)
|
Since 10/11
|
President and Chief Compliance Officer of Greenwood Capital Associates, LLC (advisor to the Crescent Funds) since 1985.
|
n/a
|
n/a
|
Michael W. Nix
Age: 39
104 Maxwell Avenue
P.O. Box 3181
Greenwood, SC 29648
|
Treasurer (Crescent Funds)
|
Since 10/11
|
Chief Operating Officer and Chief Financial Officer of Greenwood Capital Associates, LLC since 2011; previously Chief Investment Officer from 2007 to 2011 and Portfolio Manager/Analyst from 2003 to 2007.
|
n/a
|
n/a
|
Joseph DeSipio
Age: 46
300 Four Falls Corporate Center, Suite 200
West Conshohocken, PA 19428
|
President (Arin Funds)
|
Since 3/12
|
Co-Founder and Chief Market Strategist of Arin Risk Advisors, LLC (advisor to the Arin Funds) since 2009. Previously, Investment Strategist of SEI Investment Company (financial services) from 2007 until 2009 and Director of Options Strategy Group for Evergreen Investments (investment management) from 2000 until 2007.
|
n/a
|
n/a
|
Lawrence Lempert
Age: 44
300 Four Falls Corporate Center, Suite 200
West Conshohocken, PA 19428
|
Treasurer (Arin Funds)
|
Since 3/12
|
Trading Director of Arin Risk Advisors, LLC since 2009 and Chief Compliance Officer since 2011. Previously, managing member of Bullock Capital, LLC (securities brokerage) from 2004 through 2010 .
|
n/a
|
n/a
|
T. Lee Hale, Jr.
Age: 34
|
Chief Compliance Officer; Assistant Treasurer
|
Since 7/09 and 4/10
|
Financial Reporting Manger for The Nottingham Company (fund administrator) since 2009; previously, principal of Lee Hale Contracting (marine industry consulting).
|
n/a
|
n/a
|
A. Vason Hamrick
Age: 35
|
Secretary
|
Since 7/09
|
Corporate Counsel for The Nottingham Company since 2004.
|
n/a
|
n/a
|
Name of
Trustee
|
Dollar Range of
Equity Securities in the
Fund
|
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen By
Trustee In Family of
Investment Companies*
|
Jack E. Brinson
|
A
|
A
|
Michael G. Mosley
|
A
|
A
|
Theo H. Pitt, Jr.
|
A
|
A
|
James H. Speed, Jr.
|
A
|
A
|
J. Buckley Strandberg
|
A
|
A
|
Name of Trustee
|
Aggregate
Compensation
From the Fund
|
Pension or
Retirement
Benefits Accrued
As Part of Fund
Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total
Compensation
From Fund and
Fund Complex
Paid to Trustees*
|
Jack E. Brinson
|
$2,000
|
None
|
None
|
$21,500
|
Michael G. Mosley
|
$2,000
|
None
|
None
|
$21,500
|
Theo H. Pitt, Jr.
|
$2,000
|
None
|
None
|
$21,500
|
James H. Speed, Jr.
|
$2,000
|
None
|
None
|
$21,500
|
J. Buckley Strandberg
|
$2,000
|
None
|
None
|
$21,500
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent
|
None
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent
|
None
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent
|
None
|
Name of
Portfolio Manager
|
Dollar Range of
Equity Securities in the Fund
|
Joseph DeSipio
|
A
|
Lawrence Lempert
|
A
|
·
|
Securities that are listed on a securities exchange are valued at the last quoted sales price at the time the valuation is made. Price information on listed securities is taken from the exchange where the security is primarily traded by the Fund.
|
·
|
Securities that are listed on an exchange and which are not traded on the valuation date are valued at the bid price.
|
·
|
Unlisted securities for which market quotations are readily available are valued at the latest quoted sales price, if available, at the time of valuation, otherwise, at the latest quoted bid price.
|
·
|
Temporary cash investments with maturities of 60 days or less will be valued at amortized cost, which approximates market value.
|
·
|
Securities for which no current quotations are readily available are valued at fair value as determined in good faith using methods approved by the Trustees. Securities may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair market value of such securities.
|
(1)
|
The Trust’s Proxy Voting and Disclosure Policy; and
|
(2)
|
The Advisor’s Proxy Voting and Disclosure Policy, including a detailed description of the Advisor’s specific proxy voting guidelines.
|
1.
|
To make the proxy voting decisions for the Fund; and
|
2.
|
To assist the Fund in disclosing the Fund’s proxy voting record as required by Rule 30b1-4 under the Investment Company Act of 1940, including providing the following information for each matter with respect to which the Fund was entitled to vote: (a) information identifying the matter voted on; (b) whether the matter was proposed by the issuer or by a security holder; (c) whether and how the Fund cast its vote; and (d) whether the Fund cast its vote for or against management.
|
A.
|
Disclosure of Fund Policies and Procedures With Respect to Voting Proxies Relating to Portfolio Securities
|
B.
|
Disclosure of the Fund’s Complete Proxy Voting Record
|
(i)
|
The name of the issuer of the portfolio security;
|
(ii)
|
The exchange ticker symbol of the portfolio security (if available through reasonably practicable means);
|
(iii)
|
The Council on Uniform Security Identification Procedures (“CUSIP”) number for the portfolio security (if available through reasonably practicable means);
|
(iv)
|
The shareholder meeting date;
|
(v)
|
A brief identification of the matter voted on;
|
(vi)
|
Whether the matter was proposed by the issuer or by a security holder;
|
(vii)
|
Whether the Fund cast its vote on the matter;
|
(viii)
|
How the Fund cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
|
(ix)
|
Whether the Fund cast its vote for or against management.
|
(i)
|
A copy of this Policy;
|
(ii)
|
Proxy statements received regarding the Fund’s securities;
|
(iii)
|
Records of votes cast on behalf of the Fund; and
|
(iv)
|
A record of each shareholder request for proxy voting information and the Fund’s response, including the date of the request, the name of the shareholder, and the date of the response.
|
A.
|
General
|
B.
|
Powers and Methods of Operation
|
•
|
ARA generally does not receive proxies or notifications of class action lawsuits on behalf of its clients. To the extent such materials are received directly by ARA on behalf of clients for which ARA has no authority to vote proxies, ARA shall forward such materials to the client. The determination as to who votes proxies/class action lawsuits is fully disclosed in the client agreement. In the case of ERISA Plans, the CCO confirms the Plan Sponsor specifically maintains the right and duty to vote proxies or has appointed a designee for same.
|
•
|
In general, when ARA has been given authority to vote proxies or join class action lawsuits on behalf of its clients, ARA believes that each proxy proposal should be individually reviewed to determine whether the proposal is in the best interests of its clients. As a result, similar proposals for different companies may receive different votes because of different corporate circumstances. Upon receipt of a corporate proxy by the Company, the special or annual report and the proxy are submitted to Joseph DeSipio (“the Proxy Manager”). The Proxy Manager will then vote the proxy in accordance with this policy. ARA may satisfy this requirement by relying on a third-party provider, such as a proxy voting service.
|
•
|
The Proxy Manager shall be responsible for reviewing the special or annual report, proxy proposals, and proxy proposal summaries. The reviewer shall take into consideration what vote is in the best interests of clients and the provisions of the Company’s Voting Guidelines in Section 2 below. The Proxy Manager will then vote the proxies. ARA may satisfy this requirement by relying on a third-party provider, such as a proxy voting service.
|
•
|
The Proxy Manager shall be responsible for maintaining copies of each annual report, proposal, proposal summary, actual vote, and any other information required to be maintained for a proxy vote under Rule 204-2 of the Advisers Act (see discussion in Section 3 below). With respect to proxy votes on topics deemed, in the opinion of the Proxy Manager, to be controversial or particularly sensitive, the Proxy Manager will provide a written explanation for the proxy vote, which will be maintained with the record of the actual vote in the Company’s files.
|
•
|
While ARA's policy is to review each proxy proposal on its individual merits, ARA has adopted guidelines for certain types of matters to assist the Proxy Manager in the review and voting of proxies. ARA may satisfy this requirement by relying on a third-party provider, such as a proxy voting service
|
A.
|
Corporate Governance
|
1.
|
Election of Directors and Similar Matters
|
a.
|
Expand directors’ liability and limit directors’ indemnification rights
|
b.
|
Generally
vote against
proposals to Adopt or continue the use of a classified Board structure; and
|
c.
|
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 issue)
|
2.
|
Audit Committee Approvals
|
3.
|
Shareholder Rights
|
a.
|
Adopt confidential voting and independent tabulation of voting results; and
|
b.
|
Require shareholder approval of “poison pills;”
|
a.
|
Adopt super-majority voting requirements; and
|
b.
|
Restrict the rights of shareholders to call special meetings, to amend the bylaws, or to act by written consent.
|
4.
|
Anti-Takeover Measures, Corporate Restructurings and Similar Matters
|
a.
|
Prohibit the payment of greenmail (i.e., the purchase by the company of its own shares to prevent a hostile takeover);
|
b.
|
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
|
c.
|
Require shareholder approval of “poison pills.”
|
a.
|
Adopt classified boards of directors;
|
b.
|
Reincorporate a company where the primary purpose appears to the Proxy Manager to be the creation of takeover defenses; and
|
c.
|
Require a company to consider the non-financial effects of mergers or acquisitions.
|
5.
|
Capital Structure Proposals
|
a.
|
Eliminate preemptive rights.
|
B.
|
Compensation
|
1.
|
General
|
a.
|
Require shareholders approval of “golden parachutes;” and
|
b.
|
Adopt “golden parachutes” that do not exceed 1 to 3 times the base compensation of the applicable executives.
|
a.
|
Adopt measures that appear to the Proxy Manager to arbitrarily determine executive or employee benefits.
|
2.
|
Stock Option Plans and Share Issuances
|
a.
|
Establish or continue stock option plans and share issuances that are not in the best interest of the shareholders.
|
C.
|
Corporate Responsibility and Social Issues
|
D.
|
Record-Keeping Requirements Pertaining to Proxy Voting
.
|
1.
|
Copies of all policies and procedures required by Rule 206(4)-6.
|
2.
|
A copy of each proxy statement that the ARA receives regarding a client’s securities. ARA may satisfy this requirement by relying on a third-party provider, such as a proxy voting service, or the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
|
3.
|
A record of each vote cast by the investment ARA on behalf of a client. ARA may satisfy this requirement by relying on a third-party service to provide these records. The third party must be capable of providing documents promptly upon request.
|
4.
|
A copy of any document created by ARA that was material in making a decision on how to vote proxies on a client’s behalf or that articulates the basis for that decision.
|
5.
|
A copy of each written client request for information on how ARA voted proxies on his or her behalf, as well as a copy of any written response by the investment ARA to any written or oral client request for information.
|
E.
|
Conflicts of Interest Pertaining to Proxy Voting
|
1.
|
ARA may disclose the existence and nature of the conflict to the client(s) owning the securities, and seek directions on how to vote the proxies;
|
2.
|
ARA may abstain from voting, particularly if there are conflicting client interests (for example, where client accounts hold multiple client securities in a competitive merger situation); or
|
3.
|
ARA may follow the recommendations of an independent proxy voting service in voting the proxies.
|
•
|
Class Action Litigation
|
1.
|
All notices, proof of claim forms, and other materials will be forwarded upon receipt to the CCO, or a person designated by the CCO.
|
2.
|
The CCO, or the designated person, will log in the notices, proof of claim forms, and other materials.
|
3.
|
The CCO, or the designated person, will forward all documentation and proof of claim forms received to the client. Electronic mail is acceptable where appropriate, if the client has authorized contact in this manner.
|
•
|
ARA will retain records of these notifications in accordance with Rule 204-2 under the Investment Advisers Act of 1940
|
•
|
The CEO or CCO reviews and signs all advisory agreements which specifically defines ARA's authority regarding proxy voting and advice on class action lawsuits.
|
•
|
The CCO also completes a monthly checklist certifying that this procedure has been implemented.
|
(a)
|
Declaration of Trust (“Trust Instrument”).
1
|
(b)
|
By-Laws.
1
|
(c)
|
Articles III, V, and VI of the Trust Instrument, Exhibit 23(a) hereto, defines the rights of holders of the securities being registered. (Certificates for shares are not issued.)
|
(d)(1)
|
Investment Advisory Agreement between Registrant and Caritas Capital, LLC, as investment advisor for the
Caritas All-Cap Growth Fund.
2
|
(d)(2)
|
Amended Investment Advisory Agreement between Registrant and FolioMetrix, LLC, as investment advisor for the
ISM Dynamic Equity Fund (f/k/a FMX Growth Allocation Fund).
17
|
(d)(3)
|
Amended Investment Advisory Agreement between Registrant and FolioMetrix, LLC, as investment advisor for the
ISM Dynamic Fixed Income Fund (f/k/a FMX Total Return Fund).
17
|
(d)(4)
|
Investment Advisory Agreement between Registrant and FolioMetrix, LLC, as investment advisor for the
ISM Non Traditional Fund, ISM High Income Fund, ISM Strategic Equity Fund, ISM Strategic Fixed Income Fund, ISM Global Alpha Tactical Fund, ISM Tax Free Fund, ISM Dividend Income Fund, and ISM Premier Asset Management Fund.
17
|
(d)(5)
|
Investment Advisory Agreement between Registrant and Presidio Capital Investments, LLC, as investment advisor for the Presidio Multi-Strategy Fund.
4
|
(d)(6)
|
Investment Advisory Agreement between Registrant and Roumell Asset Management, LLC, as investment advisor for the Roumell Opportunistic Value Fund.
5
|
(d)(7)
|
Investment Advisory Agreement between Registrant and Navigator Money Management, Inc., as investment advisor for the Sector Rotation Fund.
8
|
(d)(8)
|
Investment Advisory Agreement between Registrant and Sentinel Capital Solutions, as investment advisor for the SCS Tactical Allocation Fund (f/k/a Guardian Diversified Fund).
11
|
(d)(9)
|
Investment Advisory Agreement between Registrant and Greenwood Capital Associates, LLC, as investment advisor for the Crescent Funds.
12
|
(d)(10)
|
Investment Advisory Agreement, as amended, between Registrant and Arin Risk Advisors, LLC, as investment advisor for the
Arin Large Cap Theta Fund
.
18
|
(e)
|
Distribution Agreement between the Registrant and Capital Investment Group, Inc., as distributor for each series of the Trust.
17
|
(f)
|
Not Applicable.
|
(g)
|
Custody Agreement between the Registrant, UMB Bank, n.a., and The Nottingham Company.
17
|
(h)(1)
|
Amended and Restated Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the Caritas All-Cap Growth Fund.
13
|
(h)(2)
|
Amended and Restated Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the FMX Funds.
17
|
(h)(3)
|
Amended and Restated Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the Presidio Multi-Strategy Fund.
10
|
(h)(4)
|
Amended Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the Roumell Opportunistic Value Fund.
9
|
(h)(5)
|
Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for The Sector Rotation Fund.
8
|
(h)(6)
|
Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the SCS Tactical Allocation Fund.
11
|
(h)(7)
|
Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the Crescent Funds.
12
|
(h)(8)
|
Fund Accounting and Administration Agreement between the Registrant and The Nottingham Company, as administrator for the
Arin Large Cap Theta Fund
.
16
|
(h)(9)
|
Dividend Disbursing and Transfer Agent Agreement between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent for the Registrant.
17
|
(h)(10)
|
Expense Limitation Agreement between the Registrant and Sentinel Capital Solutions
as investment advisor for the
Guardian Diversified Fund
.
11
|
(h)(11)
|
Expense Limitation Agreement between the Registrant and
Greenwood Capital Associates, LLC
,
as investment advisor for the
Crescent Funds
.
12
|
(h)(12)
|
Amended Operating Plan between Presidio Capital Investments, LLC and The Nottingham Company.
10
|
(h)(13)
|
Amended Operating Plan between Roumell Asset Management, LLC and The Nottingham Company.
10
|
(h)(14)
|
Amended and Restated Operating Plan between FolioMetrix, LLC and The Nottingham Company.
17
|
(h)(15)
|
Operating Plan between Navigator Money Management, Inc. and The Nottingham Company.
8
|
(h)(16)
|
Operating Plan between Caritas Capital, LLC and The Nottingham Company.
13
|
(h)(17)
|
Operating Plan between Arin Risk Advisors, LLC and The Nottingham Company.
16
|
(i)
|
Opinion and Consent of counsel.
9
|
(j)
|
Consent of the independent public accountants.
18
|
(k)
|
Not applicable.
|
(l)(1)
|
Initial Subscription Agreement for the Caritas All-Cap Growth Fund.
2
|
(l)(2)
|
Initial Subscription Agreement for the ISM Dynamic Equity Fund (f/k/a FMX Growth Allocation Fund) and the ISM Dynamic Fixed Income Fund (f/k/a FMX Total Return Fund).
3
|
(l)(3)
|
Initial Subscription Agreement for the Presidio Multi-Strategy Fund.
14
|
(l)(4)
|
Initial Subscription Agreement for the Roumell Opportunistic Value Fund.
14
|
(l)(5)
|
Initial Subscription Agreement for the SCS Tactical Allocation Fund.
15
|
(l)(6)
|
Initial Subscription Agreement for the Crescent Funds.
14
|
(l)(7)
|
Form Initial Subscription Agreement for the
Arin Large Cap Theta Fund
.
16
|
(l)(8)
|
Form of Initial Subscription Agreement for the ISM Non Traditional Fund, ISM High Income Fund, ISM Strategic Equity Fund, ISM Strategic Fixed Income Fund, ISM Global Alpha Tactical Fund, ISM Tax Free Fund, ISM Dividend Income Fund, and ISM Premier Asset Management Fund.
17
|
(m)(1)
|
Distribution Plan under Rule 12b-1 for the Caritas All-Cap Growth Fund.
2
|
(m)(2)
|
Distribution Plan under Rule 12b-1 for the Presidio Multi-Strategy Fund.
4
|
(m)(3)
|
Distribution Plan under Rule 12b-1 for the Roumell Opportunistic Value Fund.
5
|
(m)(4)
|
Distribution Plan under Rule 12b-1 for the ISM Dynamic Equity Fund (f/k/a FMX Growth Allocation Fund).
6
|
(m)(5)
|
Distribution Plan under Rule 12b-1 for the ISM Dynamic Fixed Income Fund (f/ka FMX Total Return Fund).
6
|
(m)(6)
|
Distribution Plan under Rule 12b-1 for the ISM Non Traditional Fund, ISM High Income Fund, ISM Strategic Equity Fund, ISM Strategic Fixed Income Fund, ISM Global Alpha Tactical Fund, ISM Tax Free Fund, ISM Dividend Income Fund, and ISM Premier Asset Management Fund.
17
|
(m)(7)
|
Distribution Plan under Rule 12b-1 for the SCS Tactical Allocation Fund.
11
|
(m)(8)
|
Distribution Plan under Rule 12b-1 for the Crescent Funds.
12
|
(m)(8)
|
Distribution Plan under Rule 12b-1 for the
Arin Large Cap Theta Fund
.
16
|
(n)(1)
|
Multiple Class Plan Pursuant to Rule 18f-3 for the Roumell Opportunistic Value Fund.
5
|
(n)(2)
|
Amended Multiple Class Plan Pursuant to Rule 18f-3 for the FMX Funds.
17
|
(n)(3)
|
Multiple Class Plan Pursuant to Rule 18f-3 for the Crescent Funds.
12
|
(n)(4)
|
Multiple Class Plan Pursuant to Rule 18f-3 for the
Arin Large Cap Theta Fund
.
16
|
(o)
|
Reserved.
|
(p)(1)
|
Code of Ethics for the Registrant.
2
|
(p)(2)
|
Code of Ethics for Caritas Capital, LLC, investment advisor to the Caritas All-Cap Growth Fund.
2
|
(p)(3)
|
Code of Ethics for FolioMetrix, LLC, investment advisor to the FMX Funds.
3
|
(p)(4)
|
Code of Ethics for Presidio Capital Investments, LLC, investment advisor to the Presidio Multi-Strategy Fund.
4
|
(p)(5)
|
Code of Ethics for Roumell Asset Management, LLC, investment advisor to the Roumell Opportunistic Value Fund.
5
|
(p)(6)
|
Code of Ethics for Navigator Money Management, Inc., investment advisor to The Sector Rotation Fund.
8
|
(p)(7)
|
Code of Ethics for Sentinel Capital Solutions, investment advisor to the SCS Tactical Allocation Fund.
11
|
(p)(8)
|
Code of Ethics for Greenwood Capital Associates, LLC, investment advisor to the Crescent Funds.
12
|
(p)(9)
|
Code of Ethics for Arin Risk Advisors, LLC, investment advisor to the
Arin Large Cap Theta Fund
.
16
|
(q)
|
Copy of Power of Attorney.
16
|
|
=======================
|
1.
|
Incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 26, 2009.
|
2.
|
Incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed
on July 24, 2009.
|
3.
|
Incorporated herein by reference to Pre-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A filed on August 19, 2009.
|
4.
|
Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-1A filed on February 26, 2010.
|
5.
|
Incorporated herein by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A filed on November 15, 2010.
|
6
.
|
Incorporated herein by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2010.
|
7.
|
Incorporated herein by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A filed on February 9, 2011.
|
8.
|
Incorporated herein by reference to Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A filed on June 27, 2011.
|
9.
|
Incorporated herein by reference to Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2011.
|
10.
|
Incorporated herein by reference to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2011.
|
11.
|
Incorporated herein by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A filed on November 4, 2011.
|
12.
|
Incorporated herein by reference to Post-Effective Amendment No. 55 to Registrant’s Registration Statement on Form N-1A filed on November 14, 2011.
|
13.
|
Incorporated herein by reference to Post-Effective Amendment No. 58 to Registrant’s Registration Statement on Form N-1A filed on December 1, 2011.
|
14.
|
Incorporated herein by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement on Form N-1A filed on December 29, 2011.
|
15.
|
Incorporated herein by reference to Post-Effective Amendment No. 63 to Registrant’s Registration Statement on Form N-1A filed on January 30, 2012.
|
16
|
Incorporated herein by reference to Post-Effective Amendment No. 65 to Registrant’s Registration Statement on Form N-1A filed on May 4, 2012.
|
17
|
Incorporated herein by reference to Post-Effective Amendment No. 66 to Registrant’s Registration Statement on Form N-1A filed on July 7, 2012.
|
18.
|
Filed herewith.
|
(a)
|
Capital Investment Group, Inc. is underwriter and distributor for
Arin Large Cap Theta Fund,
Caritas All-Cap Growth Fund,
Crescent Large Cap Macro Fund, Crescent Mid Cap Macro Fund, Crescent Strategic Income Fund,
Giordano Fund, The Hillman Focused Advantage Fund, The Hillman Advantage Equity Fund,
ISM Non Traditional Fund, ISM High Income Fund, ISM Strategic Equity Fund, ISM Strategic Fixed Income Fund, ISM Global Alpha Tactical Fund, ISM Tax Free Fund, ISM Dividend Income Fund, and ISM Premier Asset Management Fund, ISM Dynamic Equity Fund (f/k/a FMX Growth Allocation Fund), ISM Dynamic Fixed Income Fund (f/k/a FMX Total Return Fund)
,
Paladin Long Short Fund,
Presidio Multi-Strategy Fund,
Roumell Opportunistic Value Fund,
SCS Tactical Allocation Fund
, and The Sector Rotation Fund
.
|
(b)
|
Set forth below is information concerning each director and officer of the Distributor. The principal business address of the Distributor and each such person is 17 Glenwood Avenue, Raleigh, N.C. 27622, 919-831-2370.
|
Kurt A. Dressler
|
Assistant Vice-President
|
None
|
Ronald L. King
|
Chief Compliance Officer
|
None
|
(c)
|
Not applicable.
|
|
STARBOARD INVESTMENT TRUST
|
*
|
Treasurer, Roumell Opportunistic Value Fund
|
July 12, 2012
|
Craig L. Lukin
|
||
*
|
President & Treasurer,
|
July 12, 2012
|
Mark A. Grimaldi
|
The Sector Rotation Fund
|
|
*
|
President & Treasurer,
|
July 12, 2012
|
Cort F. Meinelschmidt
|
SCS Tactical Allocation
|
|
*
|
President, Crescent Funds
|
July 12, 2012
|
J. Philip Bell
|
||
*
|
Treasurer, Crescent Funds
|
July 12, 2012
|
Michael W. Nix
|
||
*
|
President, Arin Funds
|
July 12, 2012
|
Joseph J. DeSipio
|
||
*
|
Treasurer, Arin Funds
|
July 12, 2012
|
Lawrence H. Lempert
|
||
/s/ T. Lee Hale, Jr.
|
Chief Compliance Officer & Assistant Treasurer
|
July 12, 2012
|
T. Lee Hale, Jr.
|
||
* By:
/s/ A. Vason Hamrick
|
Dated: July 12, 2012
|
|
A. Vason Hamrick,
Secretary and Attorney-in-Fact
|
||
1.
|
Appointment.
The Trust appoints the Advisor as investment advisor to the Fund, a series of the Trust, for the period and on the terms set forth in this Agreement. The Advisor accepts such appointment and agrees to furnish the services set forth herein, for the compensation indicated in Appendix A.
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2.
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Obligations of the Advisor.
Subject to the supervision of the Trust’s Board of Trustees, the Advisor will provide a continuous investment program for the Fund.
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(a)
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Services.
The Advisor agrees to perform the following services for the Fund and Trust:
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(i)
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Manage the investment and reinvestment of the assets of the Fund;
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(ii)
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Continuously review, supervise, and administer the investment program of the Fund;
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(iii)
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Determine, in its discretion, the securities to be purchased, retained, or sold (and implement those decisions) with respect to the Fund;
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(iv)
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Provide the Fund and Trust with records concerning the Advisor’s activities under this Agreement which the Fund and Trust are required to maintain;
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(v)
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Render regular reports to the Trust’s trustees and officers concerning the Advisor’s discharge of the foregoing responsibilities; and
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(vi)
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Perform such other services as agreed by the Advisor and the Trust from time to time.
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(b)
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Expenses and Personnel.
The Advisor agrees, at its own expense or at the expense of one or more of its affiliates, to render its services and to provide the office space, furnishings, equipment, and personnel as may be reasonably required in the judgment of the trustees and officers of the Trust to perform the services on the terms and for the compensation provided herein. The Advisor shall authorize and permit any of its officers, directors, and employees, who may be elected as trustees or officers of the Trust, to serve in the capacities in which they are elected. Except to the extent expressly assumed by the Advisor herein and except to the extent required by law to be paid by the Advisor, the Trust shall pay all costs and expenses in connection with its operation.
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(c)
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Fund Transactions.
The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution, and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice, and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.
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(d)
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Books and Records.
All books and records prepared and maintained by the Advisor for the Fund and Trust under this Agreement shall be the property of the Fund and Trust and, upon request therefor, the Advisor shall surrender to the Fund and Trust such of the books and records so requested.
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(e)
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Compliance Procedures.
The Advisor will, in accordance with Rule 206(4)-7 of the Investment Advisers Act of 1940, adopt and implement written policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 and will provide the Trust with copies of such written policies and procedures upon request.
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3.
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Compensation.
The Trust will pay, or cause to be paid to, the Advisor and the Advisor will accept as full compensation an investment advisory fee, based upon the average daily net assets of the Fund, computed at the end of each month and payable within five business days thereafter, according to the schedule attached hereto as Appendix A.
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4.
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Status of Advisor.
The services of the Advisor to the Fund and Trust are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Fund and Trust are not impaired thereby; provided, however, that without providing written notice to the Trust’s Board of Trustees, the Advisor will not serve as investment advisor to any other registered investment company having a similar investment strategy to that of the Fund. The Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Fund or Trust. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Advisor, who may also be a trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
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5.
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Limitation of Liability; Indemnification.
The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. The Advisor shall not be liable for any error of judgment or for any loss suffered by the Fund or Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by the Advisor of its obligations and duties under this Agreement. It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, except for information supplied by the Advisor for inclusion therein. The Trust agrees to indemnify the Advisor to the full extent permitted by the Trust’s Declaration of Trust.
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Any liability of the Advisor to the Fund shall not automatically impart liability on the part of the Advisor to any other series of the Trust. The Fund shall not be liable for the obligations of any other series of the Trust, nor shall any other series of the Trust be liable for the obligations of the Fund. The limitations of liability provided under this section are not to be construed so as to provide for limitation of liability for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such limitation of liability would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this section to the maximum extent permitted by applicable law.
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6.
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Liability of Shareholders.
Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.
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7.
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Representations and Warranties.
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(a)
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The Advisor represents and warrants to the Trust as follows: (i) the Advisor is a limited liability company duly organized and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Advisor is registered as an investment advisor with the Securities and Exchange Commission under the Investment Advisers Act of 1940, and shall maintain such registration in effect at all times during the term of this Agreement.
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(b)
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The Trust represents and warrants to the Advisor as follows: (i) the Trust has been duly organized as a statutory trust under the laws of the State of Delaware and is authorized to enter into this Agreement and carry out its terms; (ii) the Trust is registered as an investment company with the Securities and Exchange Commission under the Investment Company Act of 1940; (iii) shares of the Fund are (or will be) registered for offer and sale to the public under the Securities Act of 1933; and (iv) such registrations will be kept in effect during the term of this Agreement.
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8.
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Notice of Change in Membership.
The Advisor is obligated to notify the Trust if there is a change in the members of the Advisor within a reasonable time after such change takes place; provided that no notice shall be necessary if the change in members involves less than 5% of the ownership interest in the Advisor as comprised on the effective date of this agreement (i.e., 95% of the ownership interest has remained unchanged since the effective date) and such change does not result in the direct or indirect transfer or hypothecation of a controlling block of the ownership interest in the Advisor.
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9.
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Duration and Termination.
This Agreement shall remain in effect for an initial term of two years from the date hereof, and from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the trustees of the Trust who are not “interested persons” (as defined in the Investment Company Act of 1940) of the Trust, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided that:
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(a)
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The Trust may, at any time and without the payment of any penalty, terminate this Agreement upon 60 calendar days’ written notice of a decision to terminate this Agreement by (i) the Trust’s trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
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(b)
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This Agreement shall immediately terminate in the event of its assignment (within the meaning of the Investment Company Act of 1940 and the rules thereunder); and
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(c)
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The Advisor may, at any time and without the payment of any penalty, terminate this Agreement upon 60 calendar days’ written notice to the Fund and Trust.
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(d)
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The terms of paragraph 5 of this Agreement shall survive the termination of this Agreement.
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10.
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Amendment of Agreement.
No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by a written instrument signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No material amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the Investment Company Act of 1940).
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11.
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Applicable Law.
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware.
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12.
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Structure of Agreement.
The Trust is entering into this Agreement solely on behalf of the Fund. Without limiting the generality of the foregoing: (i) no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (ii) under no circumstances shall the Advisor have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (iii) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Fund.
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13.
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Severability.
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
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14.
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Use of Names.
The Trust acknowledges that all rights to the names “Arin Funds” and “Arin Large Cap Theta Fund” belong to the Advisor, and the Trust is being granted a limited license to use such words in its name, the name of its series and the name of its classes of shares.
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15.
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Miscellaneous.
The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
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1.
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Notice of Change in Membership.
Section 8 of the Investment Advisory Agreement is replaced in its entirety with the following:
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2.
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Other.
Except as expressly modified or amended above, all other terms and provisions of the Investment Advisory Agreement shall remain in full force and effect.
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Starboard Investment Trust | Arin Risk Advisors, LLC | ||
By: /s/ James H. Speed, Jr. | By: /s/ Joseph J. DeSipio | ||
Name: James H. Speed, Jr. | Name: Joseph J. DeSipio | ||
Title: Chairman | Title: Managing Member |