Filed with the Securities and Exchange Commission on May 6, 2022
Securities Act of 1933 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. 216
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | x |
Amendment No. 219
(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)
Registrants Telephone Number, including Area Code: (513) 587-3400
Khimmara Greer
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):
| o | immediately upon filing pursuant to paragraph (b) |
| x | on May 10, 2022 pursuant to paragraph (b) |
| o | 60 days after filing pursuant to paragraph (a) (1) |
| o | on (date) pursuant to paragraph (a) (1) |
| o | 75 days after filing pursuant to paragraph (a) (2) |
| o | on (date) pursuant to paragraph (a) (2) of Rule 485(b) |
If appropriate, check the following box:
| o | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
| Nia Impact Solutions Fund |
| Ticker Symbol: () |
| PROSPECTUS |
| May 10, 2022 |
| Managed by |
| Nia Impact Capital |
| For information or assistance in opening an account, |
| please call toll-free 833-571-2833. |
| 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 U.S. Securities and Exchange Commission has not approved or disapproved the Funds 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 FUNDS INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS | 8 |
| FUND MANAGEMENT | 13 |
| HOW THE FUND VALUES ITS SHARES | 16 |
| HOW TO BUY SHARES | 17 |
| HOW TO REDEEM SHARES | 20 |
| DIVIDENDS, DISTRIBUTIONS AND TAXES | 22 |
| FINANCIAL HIGHLIGHTS | 24 |
| CUSTOMER PRIVACY NOTICE | 25 |
| FOR ADDITIONAL INFORMATION | 27 |
RISK/RETURN SUMMARY
INVESTMENT OBJECTIVE
The Nia Impact Solutions Fund (the Fund) seeks long-term capital appreciation by investing in companies that contribute towards advancements in the areas of diversity and inclusion, sustainability and/or social justice.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None |
| Maximum Contingent Deferred Sales Charge (Load) | None |
| Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
| Management Fees | 0.95% |
| Distribution and/or Service (12b-1) Fees | None |
| Other Expenses(1) | 0.40% |
| Total Annual Fund Operating Expenses | 1.35% |
| Fee Waivers and/or Expense Reimbursement(2) | (0.36)% |
| Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursement | 0.99% |
| (1) | Other Expenses are based on estimated amounts for the current fiscal year. |
| (2) | Nia Impact Capital (the Adviser) has contractually agreed, until June 30, 2025, 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, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, acquired fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.99% of the average daily net assets of the Fund. Management Fee reductions and expense reimbursements by the Adviser are subject to repayment by the Fund for a period of 3 years after the date that such fees and expenses were incurred, provided that the repayments do not cause Total Annual Fund Operating Expenses to exceed (i) the expense limitation then in effect, if any, and (ii) the expense limitation in effect at the time the expenses to be repaid were incurred. Prior to June 30, 2025, this agreement may not be modified or terminated without the approval of the Funds Board of Trustees (the Board). This agreement will terminate automatically if the Funds investment 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, that the operating expenses of the Fund remain the same and the contractual agreement to limit expenses remains in effect until June 30, 2025. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year |
3 Years | |
| $101 | $355 |
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 Funds performance. As the Fund recently commenced operations, it does not yet have portfolio turnover to report.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances the Fund seeks to achieve its investment objective by investing at least 80% of its assets in equity securities of U.S. and non-U.S. companies that meet the Advisers environmental, social, and corporate governance (ESG) criteria, described below, at the time of investment. The Funds 80% policy is a non-fundamental investment policy that can be changed by the Fund upon 60 days prior notice to shareholders. Equity securities include common stocks and American depositary receipts (ADRs) of companies of any capitalization size, including large-cap, mid-cap and small-cap companies, that the Adviser believes present an attractive opportunity for long-term capital appreciation.
In selecting investments for the Fund, the Adviser seeks to identify companies across the globe with diverse leadership that are focused on creating a just, sustainable and inclusive world, in accordance with the Advisers investment thesis that, over the long term, the markets will reward companies that focus on solving major social and environmental issues. The Advisers approach to selecting companies for investment has three parts: (1) assessing for alignment with the Advisers six solutions themes; (2) screening for diversity in leadership; and (3) performing financial analysis with an ESG lens.
Alignment with Solutions Themes. The Adviser has identified six solutions themes, which the Adviser believes are among the most critical social and environmental issues confronting our planet, our economies, and society:
| 1) | Sustainable Planet – Climate change reversal and mitigation, including fossil-fuel free, non-extractive renewable energy, energy-efficient technology, sustainable design and engineering services. |
| 2) | Affordable Housing – Environmentally friendly housing promoting development of community. |
| 3) | Sustainable & Affordable Transportation – An emphasis on products and systems that eliminate or reduce damaging emissions, while also expanding access to clean transportation alternatives across income levels. |
| 4) | Natural & Organic Foods – Promotion of products and services supporting sustainable agriculture, access to healthy food and a healthier planet. |
| 5) | Healthcare – Focusing on both innovation and access, including prevention, early detection, womens health, innovative cancer treatments and unmet medical needs addressing the HIV/AIDS and COVID-19 pandemics and other infectious diseases affecting women and people of color. |
| 6) | Education, Communications, & Financial Services – Access to basic banking and financial literacy that expand opportunities and level the playing field for underserved populations with historically limited access. Services and technology to improve education access and facilitate positive communication. |
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The Adviser seeks to identify companies offering products and/or services, including those in development, that the Adviser believes are or are expected to contribute to improving conditions in one or more of categories covered by the six solutions themes. Which theme is prioritized for analysis for a particular company is dependent upon the companys sector and industry. Among other things, the Adviser uses the Sustainable Accounting Standards Board (SASB) standards to identify which solutions themes are most critical for each sector and industry and could therefore most materially impact a particular company and its potential future value.
Once the Adviser has identified a companys fit within the solutions themes, the Adviser performs an analysis of the companys potential for impact with respect to the identified solution theme both on an absolute basis and as compared to its peer companies, the companys industry and the general market. To conduct this analysis, the Adviser seeks to gather and identify numerical and descriptive data that depicts where a companys impact has been, is currently, and where it is directionally likely to go. Because these categories differ greatly, the approach to analysis varies but generally includes both quantitative data (for example, measurements of greenhouse gas emissions) and qualitative assessment (for example, demonstrated prioritization of research and treatment of healthcare needs, with particular attention to women and people of color).
The Adviser seeks companies whose core business model, products, and/or services contributes to addressing one or more of the Advisers solutions themes, and whose management is committed to improving diversity, equity and inclusion practices within the company.
As a result of the Advisers focus on companies providing products and/or services that align with one or more of the solutions themes, the Adviser expects that the Fund will invest primarily in companies from the following sectors: Health Care; Technology; Communications; Industrials; Consumer Staples; Financials; Consumer Discretionary; Real Estate; Utilities; and Energy.
Diversity in Leadership. In selecting its universe of investments, the Adviser seeks to identify those companies that meet the Advisers diversity criteria with regards to leadership positions both at the executive management and board of directors levels. The Advisers diversity criteria are representation based and vary based on a companys sector and geographic location. Companies must satisfy the Advisers diversity criteria as of the time of investment in order to be eligible for investment by the Fund. Among other things, the criteria include a requirement for inclusion of women in a companys leadership positions.
Financial Analysis with an ESG Lens. The Adviser seeks to identify companies that present an attractive opportunity for long-term capital appreciation based on an assessment of a companys fundamental business properties and ESG related policies and practices. The Advisers view is that both traditional financial analysis and ESG considerations may reveal disparities between a company and its competitors and identify operational resilience (or lack thereof), and should therefore inform the Advisers views on the overall attractiveness of a companys prospects.
The Adviser considers a companys fundamental business properties using traditional methods of financial statement analysis, including quantitative analysis, proprietary valuation methods, and financial analysis in order to assess each company on the basis of historical and expected future performance. This involves trend and ratio analysis, and observation of growth rates, margins, leverage ratios, and cash flow yield, among other things. Analysis of a companys financial prospects may also include broader considerations such as assessment of a companys overall business strategy and evaluation of market conditions, both for a companys specific product/service, as well as the macroeconomic environment.
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The Adviser also incorporates into this analysis consideration of a companys ESG policies and practices, in accordance with the Advisers view that these factors contribute towards a companys financial prospects. The Adviser typically uses the SASB standards as a starting point for identifying which ESG policies and practices are more critical for a company, depending on its sector and industry. Environmental factors considered by the Adviser may include assessment of a companys policies and practices regarding greenhouse gas emissions, air quality, energy management, water & wastewater management, waste & hazardous materials management, and a companys overall ecological impacts. The Adviser assesses a companys social performance across a wide range of metrics which may include community relations, customer privacy, data security, access & affordability, product quality & safety, customer welfare, selling practices and product labeling. Human capital factors considered may include labor practices, employee health and safety measures, and employee engagement, diversity and inclusion. Which ESG factors are prioritized for analysis will vary depending on a companys business line and industry and different combinations of these issues will be prioritized for different companies. The Adviser may also consider factors that may not directly impact a companys value in the near-term yet reflect a companys impact on its stakeholders and/or the environment, based on the Advisers view that such impacts can enhance a companys value in the long-term.
Based on the totality of the foregoing analysis, which combines the various quantitative and qualitative data considered, the Adviser develops a view of a company and an investment thesis.
The Adviser will seek to use its influence as an investor, both through the application of the Advisers proxy voting guidelines and through dialogue with management of companies in the portfolio, to encourage portfolio companies to further their positive impact in the areas of the solutions themes, social justice and enhance their ESG policies and practices.
The Adviser will monitor and seek to measure whether the Funds investments are achieving the desired impacts on an ongoing basis. Some of the metrics that the Adviser will review to attempt to measure impact include the number of proxies voted with relevant impact topics, the number of shareholder resolutions filed or joined, the percentage of votes received in favor of filed resolutions, and the number of portfolio companies that receive strategic or operational support from the Adviser to improve ESG policies and practices and the status of those improvements.
The Adviser may sell an investment when, in the Advisers estimation, an investment no longer presents an attractive opportunity for long-term capital appreciation, if a company no longer satisfies the Advisers leadership diversity criteria, if a company no longer aligns with any of the solutions themes, or if the Adviser identifies other more attractive investments.
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 Funds investment strategy depends largely upon the Advisers 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 may not be appropriate for use as a complete investment program. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The principal risks of an investment in the Fund are generally described below.
ESG Investing Risk. The Funds incorporation of ESG considerations in its investment process may cause it to make different investments than funds that have a similar investment universe and/or investment style but that do not incorporate such considerations in their strategy or investment processes. Under certain economic conditions, this could cause the Funds investment performance to be worse than similar funds that do not incorporate such considerations in their investment strategies or processes. In applying ESG criteria to its investment decisions, the Fund may forgo higher yielding investments that it would invest in absent the application of its ESG investing criteria. The Fund will seek to identify companies that it believes meet its ESG criteria based on the data provided by third parties. The data provided by third parties may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a companys ESG practices. The Fund may invest in companies that do not reflect the beliefs and values of any particular investor.
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Active Management Risk. Due to the active management of the Fund by the Adviser, the Fund could underperform its benchmark index and/or other funds with similar investment objectives and strategies. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgment about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
Equity Securities Risk. Equity prices are volatile and 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.
| ● | 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 for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
| ● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Foreign Securities Risk. Investments in foreign securities involve risks that may be different from those of U.S. securities. Foreign securities may not be subject to uniform audit, financial reporting, or disclosure standards, practices, or requirements comparable to those found in the United States. Foreign securities are also subject to the risk of adverse changes in investment or exchange control regulations or currency exchange rates, expropriation or confiscatory taxation, limitations on the removal of funds or other assets, political or social instability and nationalization of companies or industries. In addition, the dividend and interest payable on certain of the Funds foreign securities may be subject to foreign withholding taxes. Foreign securities also involve currency risk, which is the risk that the value of a foreign security will decrease due to changes in the relative value of the U.S. dollar and the securitys underlying foreign currency.
| ● | American Depository Receipt (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. 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. |
| ● | Currency Risk. Changes in foreign currency exchange rates will affect the value of the Funds foreign securities. Generally, when the value of the U.S. dollar raises relative to a foreign currency, securities valued in that foreign currency lose value in terms of U.S. dollars since that foreign currency is worth fewer U.S. dollars. Currency exchange rates can fluctuate for a number of reasons, including the economic stability of a country, changes in interest rates, devaluation of a currency by a countrys government or central banking authority, and overall demand for a currency or lack thereof. Exchange rates can change significantly over short periods. |
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| ● | Emerging Markets Risk. The Fund may invest in emerging market equity securities. In addition to the general risk of investing in foreign securities, investing in emerging markets can involve greater and more unique risks than those associated with investing in more developed markets. The securities markets of emerging countries are generally small, less developed, less liquid, and more volatile than securities markets of the U.S. and other developed markets. The risks of investing in emerging markets include greater social, political and economic uncertainties. Emerging market economics are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have fewer potential buyers for investments. The securities markets and legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems in more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. Additionally, if settlements do not keep pace with the volume of securities transactions, they may be delayed, potentially causing the Funds assets to be uninvested, the Fund to miss investment opportunities and potential returns, and the Fund to be unable to sell an investment. As a result of these various risks, investments in emerging markets are considered to be speculative and may be highly volatile. |
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
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 stocks value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A companys 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 Funds portfolio) may decline, regardless of their long-term prospects. Certain market events could increase volatility and exacerbate market risk, such as changes in governments economic policies, political turmoil, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease (COVID-19) has resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, and company closings and product cutbacks, the broad effects of which are currently difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could fall drastically and rapidly and therefore adversely affect the Fund.
New Fund and Management Risk. The Fund is new and has no operating history. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy or growing to an economically viable size, in which case the Board may determine to liquidate the Fund. In addition, although the Adviser has experience managing separate accounts using a similar strategy to the Fund, the Adviser has not previously served as an investment adviser to a registered investment company prior to the Funds inception.
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PERFORMANCE SUMMARY
The Fund is new and therefore does not have a performance history for a full calendar year to report. Once the Fund has returns for a full calendar year, this Prospectus will provide performance information which gives some indication of the risks of an investment in the Fund by comparing the Funds performance with a broad measure of market performance. How the Fund has performed in the past (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Performance information, current through the most recent month end, is available by calling 833-571-2833 or visiting NIAIMPACTFUNDS.COM.
MANAGEMENT OF THE FUND
Nia Impact Capital is the Funds investment adviser.
Portfolio Manager |
Investment Experience with the Fund |
Primary Title with Adviser |
| Kristin Hull, PhD | Since inception of the Fund (May 10, 2022) | Chief Investment Officer |
PURCHASE AND SALE OF FUND SHARES
Minimum Initial Investment
The minimum initial investment amount is $1,000 for all accounts.
Minimum Additional Investment
Once an account is open, additional purchases of Fund shares may be made at any time, and the minimum additional investment is $100.
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 Nia Impact Solutions Fund, 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 833-571-2833 for assistance.
Tax Information
The Funds 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 (IRA). 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. Certain of these payments
are sometimes referred to as revenue sharing. Ask your salesperson or visit your financial intermediarys website
for more information.
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ADDITIONAL INFORMATION REGARDING THE FUNDS INVESTMENT OBJECTIVE, INVESTMENT STRATEGIES AND RELATED RISKS
Investment Objective
The Funds investment objective is to seek long-term capital appreciation by investing in companies that contribute towards advancements in the areas of diversity and inclusion, sustainability and/or social justice.
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.
Investment Strategy
Under normal circumstances the Fund seeks to achieve its investment objective by investing at least 80% of its assets in equity securities of U.S. and non-U.S. companies that meet the Adviser’s environmental, social, and corporate governance (“ESG”) criteria, described below, at the time of investment. The Fund’s 80% policy is a non-fundamental investment policy that can be changed by the Fund upon 60 days’ prior notice to shareholders. Equity securities include common stocks and American depositary receipts (“ADRs”) of companies of any capitalization size, including large-cap, mid-cap and small-cap companies, that the Adviser believes present an attractive opportunity for long-term capital appreciation.
In selecting investments for the Fund, the Adviser seeks to identify companies across the globe with diverse leadership that are focused on creating a just, sustainable and inclusive world, in accordance with the Advisers investment thesis that, over the long term, the markets will reward companies that focus on solving major social and environmental issues. The Advisers approach to selecting companies for investment has three parts: (1) assessing for alignment with the Advisers six solutions themes; (2) screening for diversity in leadership; and (3) performing financial analysis with an ESG lens.
Alignment with Solutions Themes. The Adviser has identified six solutions themes, which the Adviser believes are among the most critical social and environmental issues confronting our planet, our economies, and society:
| 1) | Sustainable Planet – Climate change reversal and mitigation, including fossil-fuel free, non-extractive renewable energy, energy-efficient technology, sustainable design and engineering services. |
| 2) | Affordable Housing – Environmentally friendly housing promoting development of community. |
| 3) | Sustainable & Affordable Transportation – An emphasis on products and systems that eliminate or reduce damaging emissions, while also expanding access to clean transportation alternatives across income levels. |
| 4) | Natural & Organic Foods – Promotion of products and services supporting sustainable agriculture, access to healthy food and a healthier planet. |
| 5) | Healthcare – Focusing on both innovation and access, including prevention, early detection, womens health, innovative cancer treatments and unmet medical needs addressing the HIV/AIDS and COVID-19 pandemics and other infectious diseases affecting women and people of color. |
| 6) | Education, Communications, & Financial Services – Access to basic banking and financial literacy that expand opportunities and level the playing field for underserved populations with historically limited access. Services and technology to improve education access and facilitate positive communication. |
The Adviser seeks to identify companies offering products and/or services, including those in development, that the Adviser believes are or are expected to contribute to improving conditions in one or more of categories covered by the six solutions themes. Which theme is prioritized for analysis for a particular company is dependent upon the companys sector and industry. Among other things, the Adviser uses the Sustainable Accounting
8
Standards Board (SASB) standards to identify which solutions themes are most critical for each sector and industry and could therefore most materially impact a particular company and its potential future value.
Once the Adviser has identified a companys fit within the solutions themes, the Adviser performs an analysis of the companys potential for impact with respect to the identified solution theme both on an absolute basis and as compared to its peer companies, the companys industry and the general market. To conduct this analysis, the Adviser seeks to gather and identify numerical and descriptive data that depicts where a companys impact has been, is currently, and where it is directionally likely to go. Because these categories differ greatly, the approach to analysis varies but generally includes both quantitative data (for example, measurements of greenhouse gas emissions) and qualitative assessment (for example demonstrated prioritization of research and treatment of healthcare needs, with particular attention to women and people of color).
The Adviser seeks companies whose core business model, products, and/or services contributes to addressing one or more of the Advisers solutions themes, and whose management is committed to improving diversity, equity and inclusion practices within the company.
As a result of the Advisers focus on companies providing products and/or services that align with one or more of the solutions themes, the Adviser expects that the Fund will invest primarily in companies from the following sectors: Health Care; Technology; Communications; Industrials; Consumer Staples; Financials; Consumer Discretionary; Real Estate; Utilities; and Energy.
Diversity in Leadership. In selecting its universe of investments, the Adviser seeks to identify those companies that meet the Advisers diversity criteria with regards to leadership positions both at the executive management and board of directors levels. The Advisers diversity criteria are representation based and vary based on a companys sector and geographic location. Companies must satisfy the Advisers diversity criteria as of the time of investment in order to be eligible for investment by the Fund. Among other things, the criteria include a requirement for inclusion of women in a companys leadership positions.
Financial Analysis with an ESG Lens. The Adviser seeks to identify companies that present an attractive opportunity for long-term capital appreciation based on an assessment of a companys fundamental business properties and ESG related policies and practices. The Advisers view is that both traditional financial analysis and ESG considerations may reveal disparities between a company and its competitors and identify operational resilience (or lack thereof), and should therefore inform the Advisers views on the overall attractiveness of a companys prospects.
The Adviser considers a companys fundamental business properties using traditional methods of financial statement analysis, including quantitative analysis, proprietary valuation methods, and financial analysis in order to assess each company on the basis of historical and expected future performance. This involves trend and ratio analysis, and observation of growth rates, margins, leverage ratios, and cash flow yield, among other things. Analysis of a companys financial prospects may also include broader considerations such as assessment of a companys overall business strategy and evaluation of market conditions, both for a companys specific product/service, as well as the macroeconomic environment.
The Adviser also incorporates into this analysis consideration of a companys ESG policies and practices, in accordance with the Advisers view that these factors contribute towards a companys financial prospects. The Adviser typically uses the SASB standards as a starting point for identifying which ESG policies and practices are more critical for a company, depending on its sector and industry. Environmental factors considered by the Adviser may include assessment of a companys policies and practices regarding greenhouse gas emissions, air quality, energy management, water & wastewater management, waste & hazardous materials management, and a companys overall ecological impacts. The Adviser assesses a companys social performance across a wide range of metrics which may include community relations, customer privacy, data security, access & affordability,
9
product quality & safety, customer welfare, selling practices and product labeling. Human capital factors considered may include labor practices, employee health and safety measures, and employee engagement, diversity and inclusion. Which ESG factors are prioritized for analysis will vary depending on a companys business line and industry and different combinations of these issues will be prioritized for different companies. The Adviser may also consider factors that may not directly impact a companys value in the near-term but that reflect a companys impact on its stakeholders and/or the environment, based on the Advisers view that such impacts can enhance a companys value in the long-term.
Based on the totality of the foregoing analysis, which combines the various quantitative and qualitative data considered, the Adviser develops a view of a company and an investment thesis.
The Adviser will seek use its influence as an investor, both through the application of the Advisers proxy voting guidelines and through dialogue with management of companies in the portfolio, to encourage portfolio companies to further their impact in the areas of the solutions themes and enhance their ESG policies and practices.
The Adviser will monitor and seek to measure whether the Funds investments are achieving the desired impacts on an ongoing basis. Some of the metrics that the Adviser will review to attempt to measure impact include the number of proxies voted with relevant impact topics, the number of shareholder resolutions filed or joined, the percentage of votes received in favor of filed resolutions, and the number of portfolio companies that receive strategic or operational support from the Adviser to improve ESG policies and practices and the status of those improvements.
The Adviser may sell an investment when, in the Advisers estimation, an investment no longer presents an attractive opportunity for long-term capital appreciation, if a company no longer satisfies the Advisers leadership diversity criteria, if a company no longer aligns with any of the solutions themes, or if the Adviser identifies other more attractive investments.
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 Funds investment strategy depends largely upon the Advisers 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 may not be appropriate for use as a complete investment program. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 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 and/or other funds with similar investment objectives and strategies. The ability of the Fund to meet its investment objective is directly related to the success of the Advisers investment process and there is no guarantee that the Advisers judgment about the attractiveness, value and potential appreciation of a particular investment for the Fund will be correct or produce the desired results.
ESG Investing Risk. The Funds incorporation of environmental, social and/or governance considerations in its investment process may cause it to make different investments than funds that have a similar investment universe and/or investment style but that do not incorporate such considerations in their investment strategy or processes. In applying ESG criteria to its investment decisions, the Fund may forgo higher yielding investments that it would invest in absent the application of its ESG investing criteria. The Funds investment process may affect the Funds exposure to certain investments, which may impact the Funds relative investment performance depending on whether such investments are in or out of favor with the market. In addition, the Funds investments in certain
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companies may be susceptible to various factors that may impact their businesses or operations, including costs associated with government budgetary constraints that impact publicly funded projects and clean energy initiatives, the effects of general economic conditions throughout the world, increased competition from other providers of services, unfavorable tax laws or accounting policies and high leverage. The Funds portfolio manager relies on available information to assist in the ESG evaluation process, and the process employed for the Fund may differ from processes employed for other funds. The Fund will seek to identify companies that it believes meet its ESG criteria based on the data provided by third parties. The data provided by third parties may be incomplete, inaccurate or unavailable, which could cause the Adviser to incorrectly assess a companys ESG practices. The Fund may invest in companies that do not reflect the beliefs and values of any particular investor.
Equity Securities Risk. Equity prices are volatile and 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.
| ● | 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 for large capitalization companies generally trail returns of smaller companies or the overall stock market. |
| ● | Small-Cap and Mid-Cap Company Risk. Investing in small- and mid-capitalization companies involves greater risk than is customarily associated with larger, more established companies. Small- and mid-cap companies frequently have less management depth and experience, narrower market penetrations, less diverse product lines, less competitive strengths and fewer resources. Due to these and other factors, stocks of small- and mid-cap companies may be more susceptible to market downturns and other events, less liquid, and their prices may be more volatile. |
Foreign Securities Risk. Investments in foreign securities involve risks that may be different from those of U.S. securities. Foreign securities may not be subject to uniform audit, financial reporting, or disclosure standards, practices, or requirements comparable to those found in the United States. Foreign securities are also subject to the risk of adverse changes in investment or exchange control regulations or currency exchange rates, expropriation or confiscatory taxation, limitations on the removal of funds or other assets, political or social instability and nationalization of companies or industries. In addition, the dividend and interest payable on certain of the Funds foreign securities may be subject to foreign withholding taxes. Foreign securities also involve currency risk, which is the risk that the value of a foreign security will decrease due to changes in the relative value of the U.S. dollar and the securitys underlying foreign currency.
| ● | American Depository Receipt (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. 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. |
| ● | Currency Risk. Changes in foreign currency exchange rates will affect the value of the Funds foreign securities. Generally, when the value of the U.S. dollar raises relative to a foreign currency, securities |
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valued in that foreign currency lose value in terms of U.S. dollars since that foreign currency is worth fewer U.S. dollars. Currency exchange rates can fluctuate for a number of reasons, including the economic stability of a country, changes in interest rates, devaluation of a currency by a countrys government or central banking authority, and overall demand for a currency or lack thereof. Exchange rates can change significantly over short periods.
| ● | Emerging Markets Risk. The Fund may invest in emerging market equity securities. In addition to the general risk of investing in foreign securities, investing in emerging markets can involve greater and more unique risks than those associated with investing in more developed markets. The securities markets of emerging countries are generally small, less developed, less liquid, and more volatile than securities markets of the U.S. and other developed markets. The risks of investing in emerging markets include greater social, political and economic uncertainties. Emerging market economics are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have fewer potential buyers for investments. The securities markets and legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems in more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. Additionally, if settlements do not keep pace with the volume of securities transactions, they may be delayed, potentially causing the Funds assets to be uninvested, the Fund to miss investment opportunities and potential returns, and the Fund to be unable to sell an investment. As a result of these various risks, investments in emerging markets are considered to be speculative and may be highly volatile. |
Issuer Risk. Issuer risk is the risk that an issuer in which the Fund invests or to which it has exposure may perform poorly, and the value of its securities may therefore decline, which would negatively affect the Funds performance.
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 stocks value or liquidity, fluctuations in price due to earnings, economic conditions and other factors beyond the control of the Adviser. A companys 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 Funds portfolio) may decline, regardless of their long-term prospects. Certain market events could increase volatility and exacerbate market risk, such as changes in governments economic policies, political turmoil, environmental events, trade disputes, and epidemics, pandemics or other public health issues. For example, the novel coronavirus disease (COVID-19) has resulted in closing borders, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty, thus causing significant disruptions to global business activity and financial markets, and company closings and product cutbacks, the broad effects of which are currently difficult to assess. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could fall drastically and rapidly and therefore adversely affect the Fund. During periods of market volatility, security prices (including securities held by the Fund) could fall drastically and rapidly and therefore adversely affect the Fund.
New Fund and Management Risk. The Fund is new and has no operating history. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy or growing to an economically viable size, in which case the Board may determine to liquidate the Fund. In addition, although the
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Adviser has experience managing separate accounts using a similar strategy to the Fund, the Adviser has not previously served as an investment adviser to a registered investment company prior to the Funds inception.
In addition to the strategies and risks described above, the Fund may invest in other types of securities whose risks are described below and/or in the Funds 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. When the Fund invests in a money market mutual fund, the shareholders of the Fund generally will be subject to duplicative management fees. From time to time, the Fund also may, but should not be expected to, take temporary defensive positions that are inconsistent with the Funds principal investment strategy 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. 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 U.S. Securities and Exchange Commission (SEC)) which means that the Fund will pay its proportionate share of the fees and expenses of the registered investment companies in which it invests. For more information on investments in other investment companies, including money market funds, please see the section Additional Information on Investments, Strategies, and Risks – Investment Companies in the SAI. Anytime the Fund takes a temporary defensive position, it may not achieve its investment objective. Additional disclosure regarding the risks of investing in other investment companies can be found in the Funds SAI.
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 Adviser, 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 Adviser is not subject to registration or regulation as a commodity pool under the CEA. If the Fund is unable to comply with the requirements of Rule 4.5, the Adviser may be required to modify the Funds investment strategies or be subject to CFTC reporting requirements, either of which may have an adverse effect on the Fund.
Portfolio Holdings and Disclosure Policy. A description of the Funds policies and procedures with respect to the disclosure of its portfolio holdings is available in the Funds SAI and on the Funds website at NIAIMPACTFUNDS.COM.
Additional Information. Whether the Fund is an appropriate investment for an investor will depend largely upon the investors 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.
FUND MANAGEMENT
The Investment Adviser
Nia Impact Capital (the Adviser), located at 341 El Cerrito, Oakland, CA 94611, serves as the investment adviser to the Fund. Pursuant to the Funds investment advisory agreement (the Advisory Agreement), the Adviser provides the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio. The Adviser is a Delaware limited liability company and has registered with the SEC as an investment adviser. The Adviser commenced operations in February 2017 and provides investment advisory services to separately managed accounts. The Adviser has been the investment adviser to the Fund since its commencement of operations in April 2022. Although the Adviser has years of experience advising clients, it had no experience as an investment adviser to a mutual fund prior to the Funds inception.
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For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.95% of the Funds average daily net assets under the terms of the Advisory Agreement. The Adviser has contractually agreed under an expense limitation agreement (the Expense Limitation Agreement), until June 30, 2025, to reduce its Management Fee and reimburse Other Expenses to the extent necessary to limit Total Annual Fund 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; and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.99% of the Funds 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 the date that 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. The Expense Limitation Agreement may be terminated by the Adviser or the Board, without approval by the other party, 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 Funds Advisory Agreement with the Adviser is terminated.
A discussion of the factors considered by the Board in its approval of the Funds Advisory Agreement with the Adviser, including the Boards conclusions with respect thereto, will be available in the Funds Semi-Annual Report to shareholders for the fiscal period ending August 31, 2022.
Portfolio Manager
The following individual has primary responsibility for day-to-day management of the Funds portfolio:
Kristin Hull, PhD, serves as CEO and Portfolio Manager of the Adviser and has served in that capacity since 2017. Kristin is a conscious investor empowering individuals, families and organizations to invest at the intersection of environmental sustainability and social justice, for the world they want to see. Kristin launched Nia Global Solutions strategy in 2015 to bring activism and impact investing into the public markets. In doing so, she developed Nias six solutions-focused investment themes, weaving a gender-lens throughout the investment thesis.
Kristin founded Nia Community Investments in 2010, a 100% mission-aligned investment fund, investing across asset classes, focused on social justice and environmental sustainability in Oakland. Prior to Nia Community, Kristin served as President and Chair of the Board of the Hull Family Foundation from 2007 to 2011, where she oversaw all of the investment efforts, transitioning the endowment from a traditional investment portfolio to one of the countrys first 100% mission impact invested portfolios. Kristin is also a co-founder of Impact Hub Oakland, a co-working space nurturing entrepreneurs and social change makers.
Prior to dedicating her career to conscious investing, Kristin served as an educator and classroom teacher. In 1997, Kristin co-founded the North Oakland Community Charter School, and served on the founding board of the George Mark Childrens House, the first free standing childrens hospice and palliative care center in the U.S.
Kristin is devoted to promoting inclusion and diversity in leadership, to re-envisioning capitalism and to changing the face of finance. She serves on the board of directors for the Mosaic Project and African Women Rising and is an advisor to Playworks, the Nicholson Foundation, and To Someone.
Kristin holds a Ph.D. in Urban Education from the University of California at Berkeley, an MA in Research in Bilingual Education from Stanford University. She earned her BA and teaching credentials at Tufts University.
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The SAI provides additional information about the Portfolio Managers compensation, other accounts managed by the Portfolio Manager and her ownership of shares of the Fund.
The Administrator and Transfer Agent
Ultimus Fund Solutions, LLC (Ultimus, the Administrator or the Transfer Agent), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the Funds administrator, transfer agent and fund accounting agent. Management and administrative services provided to the Fund by Ultimus include: (i) providing office space, equipment and officers and clerical personnel to the Fund; (ii) obtaining valuations, calculating net asset value(NAV) 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 Funds principal underwriter and serves as the exclusive agent for the distribution of the Funds shares. The Distributor may sell the Funds shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the Fund.
HISTORICAL PERFORMANCE OF THE PORTFOLIO MANAGER
Ms. Hull, the Funds Portfolio Manager, began managing accounts using the Nia Global Solutions strategy, which is substantially similar to the approach used for the Fund, on December 31, 2015. The performance table below provides a summary of the performance of all accounts (the Account) with substantially similar investment objectives, policies, strategies and risks to those of the Fund for calendar years since 2016, and since inception, ended December 31, 2021, and compares the Accounts performance during those periods against an appropriate broad-based securities market index, the MSCI ACWI IMI. As of September 30, 2021, the Account had approximately $316 million in total assets. There are no material differences between the investment objectives, policies and strategies of the Account and those of the Fund. Ms. Hull, who is primarily responsible for the day-to-day management of the Funds portfolio, has been primarily responsible for the day-to-day management of the Account throughout the entire period presented. No other person played a significant part in achieving the Accounts performance.
The performance of the Account does not represent the historical performance of the Fund and should not be considered a substitute for the Funds performance or indicative of past or future performance of the Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses (including management fees), the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the Account is not subject to certain investment limitations or other restrictions imposed by the Investment Company Act of 1940 (the 1940 Act) and the Internal Revenue Code which, if applicable, may have adversely affected the performance results of the Account. The results for different periods may vary.
The performance of the Account, which is unaudited, has been computed by the Adviser in accordance with Global Investment Performance Standards (GIPS®). The performance was calculated in a manner different from the standardized methodology promulgated by the Securities and Exchange Commission under the 1940 Act and used by mutual funds to calculate performance and results in performance data different from that derived from the standardized methodology. The Accounts rate of return includes realized and unrealized gains plus income (including accrued income). The annual and since- inception performance is net of 0.95% per annum management
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fees. The performance is net of all trading commissions, other fees and expenses. Results reflect the receipt of dividends and capital gains but do not include the reinvestment of dividends and capital gains. Unlike the standard methodology promulgated by the Securities and Exchange Commission, monthly returns combine each individual accounts return (calculated on a time-weighted rate of return basis that is revalued daily) by asset- weighting each accounts asset value as of the beginning of each month, and annual returns are calculated by geometrically linking the monthly returns.
(1) The Accounts performance is calculated differently from the standardized methodology promulgated by the SEC under the 1940 Act and used by mutual funds to calculate performance and results in performance data different from that derived from the standardized methodology.
(2) The MSCI ACWI IMI captures large, mid and small cap representation across 23 Developed Markets and 25 Emerging Markets countries. With 9,309 constituents, the index is comprehensive, covering approximately 99% of the global equity investment opportunity set. Unlike mutual funds, the index does not incur expenses. If expenses were deducted, the actual returns of this index would be lower.
(3) Annualized.
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 Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. To calculate NAV, the Funds 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 based on 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 registered investment companies that are not listed on an exchange, the Funds NAV is calculated based upon the NAVs reported by such registered 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 Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds 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 the purchase or redemption request, and, if applicable, payment in full of the purchase amount.
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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/or suspend its offering of shares 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 Fund shares are not issued.
Minimum Initial Investment
The minimum initial investment amount for all accounts is $1,000. The minimum investment requirement 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 Nia Impact Solutions Fund. |
| ● | Mail the application and the check to the Transfer Agent at the following address: |
Nia
Impact Solutions Fund
P.O. Box 46707
Cincinnati, Ohio 45246-0707
Shares will be issued at the NAV next computed after receipt of your application, in proper form, 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, non-U.S. financial institution checks, cashiers 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 833-571-2833 to obtain the necessary information to instruct your financial institution to wire your investment. A representative will assist
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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 Funds 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 Funds behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee, receives the order in proper form. Certain financial intermediaries may charge fees for purchase and/or redemption transactions by customers, depending upon the nature and terms of the financial intermediaries particular platform. Additionally, investors purchasing shares from a broker or other financial intermediary may be required to pay a commission in connection with such purchases. Such investor should consult with their financial intermediary regarding any commissions and other fees and expenses of the shares being purchased. 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 these 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 in minimum amounts of $100. Additional purchases must be submitted in proper form as described below. Additional purchases may be made:
| ● | By sending a check, made payable to the Nia Impact Solutions Fund, 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 833-571-2833 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 account held at a 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 833-571-2833 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 Funds 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 persons 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 drivers license, passport, or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. 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 it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed. 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 Funds 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 Funds portfolio, increasing brokerage and administrative costs, and potentially diluting the value of the Funds 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 Funds 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
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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 purchases of Fund shares or withdraw all or any part of the offering made by this Prospectus. The Funds policies and procedures to prevent disruptive trading activity are applied uniformly to all shareholders. These actions, in the Boards 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 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 Funds 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 firms 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 the 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 Nia Impact Solutions Fund, P.O. Box 46707, Cincinnati, Ohio 45246-0707. Written requests must state the shareholders 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.
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 Agents 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 833-571-2833.
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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 stated on the account application. Shareholders may be charged a fee of $15 by the Funds 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 transaction. 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. These organizations are authorized to designate other intermediaries to receive redemption orders on the Funds 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; and |
| ● | 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 calendar 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 calendar 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.
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 shareholders activity causes the account balance to fall below the Funds minimum initial investment amount (the Minimum Account Balance). Such automatic
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redemptions may cause a taxable event for the shareholder. An automatic redemption does not apply, however, if the balance falls below the Minimum Account Balance solely because of a decline in the Funds NAV. Before shares are redeemed to close an account, the shareholder is notified in writing and allowed 30 calendar days to purchase additional shares to meet the Minimum Account Balance requirement.
Automatic Withdrawal Plan
If the shares of the Fund 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 calendar days written notice, to make reasonable charges. Call the Transfer Agent toll-free at 833-571-2833 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 Funds 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 Funds 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 Funds holdings to the redeeming shareholder within 7 calendar days after the Funds 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 may pay taxes and brokerage charges associated with selling the securities.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the SAI. Shareholders should rely on their own advisors for advice about the particular federal, state, and local tax consequences of investing in the Fund.
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. Although the Fund will not be taxed on amounts it distributes, shareholders will generally be taxed on distributions paid by the Fund, regardless of whether distributions are paid in cash or reinvested in additional Fund shares.
The Fund intends to distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive, whether in cash or reinvested in additional shares of the Fund, may be subject to federal, state, and local taxation, depending upon your tax situation. 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.
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The Fund intends to qualify each year as a regulated investment company (RIC) for federal income tax purposes. If it meets certain minimum distribution requirements, a RIC will not be subject to federal income tax on its taxable income and gains from investments that it timely 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 4% excise tax on certain undistributed amounts. However, a Funds failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders. In order to qualify for taxation as a RIC, the Fund must derive at least 90% of its gross income each taxable year from qualifying income and diversify its assets as described in more detail in the SAI. The Fund will monitor its investments with the objective of maintaining its qualification as a RIC under the Code.
When you redeem Fund shares, you will generally realize a capital gain or loss if 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 IRAs, and tax-exempt investors that do not borrow to purchase Fund shares, any gain realized on an exchange or redemption of Fund shares will be subject to federal income tax. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if you purchase other substantially identical shares within 30 days before or 30 days after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% tax on their net investment income, including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of the Fund).
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, or who have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against a shareholders U.S. federal income tax liability.
Mutual fund companies are required to report cost basis information to the IRS on Form 1099-B for sales of mutual fund shares (Covered Shares). Under these regulations, mutual funds must select a default cost basis calculation method and apply that method to the sale of Covered Shares unless an alternate IRS approved method is specifically elected in writing by the shareholder. Average Cost, which is the mutual fund industry standard, has been selected as the Funds default cost basis calculation method. If a shareholder determines that an IRS approved cost basis calculation method other than the Funds default method of Average Cost is more appropriate, the shareholder must contact the Fund at the time of or in advance of the sale of Covered Shares that are to be subject to that alternate election. IRS regulations do not permit the change of a cost basis election on previously executed trades.
Shareholders that are not U.S. persons within the meaning of the Code (non-U.S. shareholders) should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of U.S. tax rules and tax rules of other applicable jurisdictions to their investment in the Fund.
Because everyones 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
Because the Fund is new, there is no financial or performance information included in this prospectus for the Fund. The fiscal year end of the Fund is the last day of February each year. Once the information becomes available, you may request a copy of this information by calling the Fund at 833-571-2833.
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| 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 dont share |
| For joint marketing with other financial companies | No | We dont share |
| For
our affiliates everyday business purposes – information about your transactions and experiences |
No | We dont share |
| For
our affiliates everyday business purposes – information about your creditworthiness |
No | We dont share |
| For non-affiliates to market to you | No | We dont share |
| Questions? | Call 833-571-2833 |
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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 Funds investments will be available in the Funds Annual and Semi-Annual Reports to shareholders. In the Funds Annual Report, you will find a discussion of the market conditions and strategies that significantly affected the Funds performance during its last fiscal period.
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:
833-571-2833
This Prospectus, the SAI and the most recent shareholder reports are also available without charge on the Funds website at NIAIMPACTFUNDS.COM or upon written request to the Fund at:
Nia
Impact Solutions Fund
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 at NIAIMPACTFUNDS.COM. You may also request that Householding be eliminated from all your required mailings.
Reports and other information about the Fund are available on the EDGAR Database on the SECs Internet site at http://www.sec.gov. Copies of information on the SECs Internet site may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
Investment Company Act File No. 811-22680
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STATEMENT OF ADDITIONAL INFORMATION
May 10, 2022
NIA IMPACT SOLUTIONS FUND
Ticker Symbol: (NIAGX)
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 Nia Impact Solutions Fund (the Fund) dated May 10, 2022, 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 833-571-2833 or by visiting the Funds website at NIAIMPACTFUNDS.COM.
TABLE OF CONTENTS
| ADDITIONAL INFORMATION ON INVESTMENTS, STRATEGIES AND RISKS | 1 |
| INVESTMENT RESTRICTIONS | 14 |
| CALCULATION OF SHARE PRICE | 16 |
| ADDITIONAL PURCHASE AND REDEMPTION INFORMATION | 16 |
| SPECIAL SHAREHOLDER SERVICES | 17 |
| MANAGEMENT OF THE TRUST | 18 |
| INVESTMENT ADVISER | 23 |
| PORTFOLIO TRANSACTIONS | 25 |
| THE DISTRIBUTOR | 26 |
| OTHER SERVICE PROVIDERS | 26 |
| GENERAL INFORMATION | 28 |
| ADDITIONAL TAX INFORMATION | 33 |
| FINANCIAL STATEMENTS | 39 |
| APPENDIX A – TRUSTEES AND OFFICERS | 40 |
| APPENDIX B – TRUST PROXY VOTING POLICIES AND PROCEDURES | 42 |
| APPENDIX C – ADVISER PROXY VOTING POLICIES AND PROCEDURES | 45 |
STATEMENT OF ADDITIONAL INFORMATION
The Nia Impact Solutions 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 Funds investments are managed by Nia Impact Capital (the Adviser). For further information on the Fund, please call 833-571-2833 or by visiting the Funds website at NIAIMPACTFUNDS.COM.
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 Funds investment programs will be successful. Investors should carefully review the descriptions of the Funds 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. Unless otherwise indicated, percentage limitations apply at the time of purchase of the applicable securities.
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 companys 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 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.
Market Risk. Market risk is the risk that the value of the securities in the Funds portfolio may decline due to daily fluctuations in the securities markets that are generally beyond the Advisers control, including fluctuation in interest rates, the quality of the Funds investments, economic conditions and general market conditions. Certain market events could increase volatility and exacerbate market risk, and could result in trading halts, such as changes in governments economic policies, political turmoil, environmental events, trade disputes, terrorism, military action and epidemics, pandemics or other public health issues. Any of the foregoing market events can adversely affect the economies of one or more countries or the entire global economy, certain industries or individual issuers, and capital and security markets in ways that cannot necessarily be foreseen or quickly addressed.
As shown with the novel coronavirus disease (COVID-19), market events (including public health crises and concerns) can have a profound economic and business effect that results in cancellations and disruptions to supply chains and customer activity, disruption and displacement of one or more sectors or industries, closing of borders and imposition of travel restrictions and quarantines, general public concern and uncertainty and, in extreme cases, exchange trading halts due to rapidly falling prices. Additionally, the impact of COVID-19 has caused significant volatility and declines in global financial markets, including the United States (U.S.) financial markets. Further, COVID-19 has led to production cutbacks for many companies and coupled with changes in consumer spending fueled by government stimulus, created a supply/demand imbalance and resulted in higher prices and inflation, the result of which can affect a companys financial condition and ability to manufacture and sell its products. The duration and lasting impact of the COVID-19 outbreak is unclear and may not be fully known for some time.
Market events such as these and other types of market events may cause significant declines in the values and liquidity of many securities and other instruments, and significant disruptions to global
1
business activity and financial markets. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers both domestically and around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and rapidly and therefore adversely affect the Fund.
Equity Securities. The equity portion of the Funds portfolio will generally be comprised of domestic and foreign issuers, including common stocks, depositary receipts evidencing ownership in foreign common stocks, preferred stocks, securities convertible into common stocks and securities that carry the right to buy common stocks, traded on domestic or foreign securities exchanges or over-the counter (OTC) markets. 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 companys particular prospects, a declining stock market may produce a decline in prices for all equity securities, which could also result in losses for the Fund.
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 to potential losses. In addition, regardless of any one companys particular prospects, a declining stock market may produce a decline in prices for all stocks, which may also result in losses for the Fund. Market declines may continue for any indefinite period of time, and investors should understand that during temporary or extended bear markets, the value of common stocks, including common stocks held by the Fund, will likely decline.
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 issuers 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 companys 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. Like common stocks, the value of preferred stock may fluctuate in response to many factors, including the activities of the issuer, general market and economic conditions, interest rates, and industry-specific changes.
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 issuers 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 securitys worth, at market value, if converted into the underlying common stock). Although to a lesser extent than with
2
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.
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 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 Funds entire investment therein).
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 also invest in securities of foreign issuers that trade directly on U.S. stock exchanges or in the form of American Depositary Receipts (ADRs). 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 companys securities is located in a foreign country. |
| ● | During its most recent fiscal year, at least 50% of the companys revenues or profits were derived from operations in foreign countries. |
| ● | During its most recent fiscal year, at least 50% of the companys assets were located in foreign countries. |
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.
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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. Foreign securities may 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. 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 is denominated or quoted in a currency 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 securitys 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. 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.
Currency Risk. The value of the Funds assets, as measured in U.S. dollars, may be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations. As a result, the Funds exposure to foreign currencies may reduce the returns of the Fund. Trading of foreign currencies also includes the risk of clearing and settling trades, which, if prices are volatile, may be difficult.
Emerging Markets Risk. The Fund may invest directly and indirectly in emerging market equity and fixed-income securities. Emerging market countries may include, among others, countries in Asia, Latin, Central and South America, Eastern Europe, the Middle East and Africa. In addition to the general risk of investing in foreign securities and foreign fixed-income securities described above and below, investing in emerging markets can involve greater and more unique risks than those associated with investing in more developed markets. The securities markets of emerging countries are generally small, less developed, less liquid, and more volatile than securities markets of the U.S. and other developed markets. The risks of investing in emerging markets include greater social, political and economic uncertainties. Emerging market economies are often dependent upon a few commodities or natural resources that may be significantly adversely affected by volatile price movements against those commodities or natural resources. Emerging market countries may experience high levels of inflation and currency devaluation and have fewer potential buyers for investments. The securities markets and legal systems in emerging market countries may only be in a developmental stage and may provide few, or none, of the advantages and protections of markets or legal systems in more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. Additionally, if settlements do not keep pace with the volume of securities transactions, they may be delayed, potentially causing the Funds assets to be uninvested, the Fund to miss investment opportunities and potential returns, and the Fund to be unable
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to sell an investment. As a result of these various risks, investments in emerging markets are considered to be speculative and may be highly volatile.
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, investment 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 Funds portfolio against price fluctuations. Buying call options tends to increase the Funds exposure to the securities market. The Fund may write a call or put option only if the option is covered by the Funds holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Funds 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.
Investment Companies. The Fund may, from time to time, invest in securities of other investment companies, both open-end and closed-end, including, without limitation, money market funds and ETFs. Generally, under Section 12(d)(1) of the Investment Company Act of 1940 (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 companys total outstanding shares, (ii) a funds investment in securities of the other investment company would be more than 5% of the value of the total assets of the fund, or (iii) more than 10% of a funds 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 generally 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 companys 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
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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 subjects the Fund to additional operating and management fees and expenses. For example, the Funds investors will indirectly bear fees and expenses charged by underlying investment companies in which the Fund invests, in addition to the Funds direct fees and expenses.
On October 7, 2020, the SEC adopted Rule 12d1-4 under the 1940 Act (Rule 12d1-4) which allows funds to invest in other investment companies in excess of some of the limitations discussed above, subject to certain limitations and conditions. An acquiring fund relying on Rule 12d-4 must enter into a fund of funds investment agreement with the acquired fund. Rule 12d1-4 outlines the requirements for fund of funds agreements and specifies certain reporting responsibilities of the acquiring funds adviser. Rule 12d1-4 was effective January 19, 2021 and rescinded certain types of relief for funds of funds that invest in other investment companies in excess of the limitations under Section 12(d)(1) of the 1940 Act, as discussed above and below. The Fund expects to rely on Rule 12d1-4 to the extent the Adviser deems such reliance necessary or appropriate.
Exchange Traded Funds (ETFs). The Fund may invest in shares of ETFs. 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 are traded on a securities exchange based on their market value. In addition, 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.
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 securities prices, or that the prices of securities within a particular sector, may increase or decrease, 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 registered investment companies: (1) the market price of the ETFs shares may trade at a discount to the ETFs NAV; (2) an active trading market for an ETFs shares may not develop or be maintained; (3) trading of an ETFs shares may be halted if the listing exchange deems such action appropriate; (4) ETF shares may be delisted from the exchange on which they trade; and (5) activation of circuit breakers by the exchange (which are tied to large decreases in stock prices) may halt trading of the ETFs shares temporarily. 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 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 the section entitled Investment Companies. The Fund may invest in ETFs that have received such exemptive orders from the SEC, pursuant to the
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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) does not acquire more than the 3% Limitation, 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 a SEC order for exemptive relief from the 3% Limitation 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 companys outstanding shares during a period of less than 30 days. As discussed under the section entitled Investment Companies, the Fund may also exceed some of the limits on investments in other investment companies, including ETFs, to the extent that it relies on new Rule 12d1-4.
While the creation and redemption of creation units helps an ETF maintain a market value close to NAV, the market value of an ETFs 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 ETFs 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 risk that the Funds NAV is reduced for undervalued ETFs it holds, and that the Fund receives less than NAV when selling an ETF).
Money Market Instruments. The Fund may invest in money market instruments, which may include, without limitation, U.S. Government Obligations or corporate debt obligations (including those subject to repurchase agreements) as described herein. Money market instruments also may include Bankers 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. The Fund may invest in shares of money market investment companies to the extent permitted by the 1940 Act.
Bankers 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 Bankers Acceptance, the bank which accepted the time draft is liable for payment of interest and principal when due. The Bankers 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.
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
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categories by any NRSRO or, if not so rated, is of equivalent quality in the Advisers 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 will be acquired by the Fund only through the Master Note program of the Funds custodian bank, 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.
Debt Securities. The Fund may invest in corporate debt securities and U.S. Government Obligations, as defined below. 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 instruments credit quality depends on the issuers ability to pay interest on the security and repay the debt; the lower the credit rating, the greater the risk that the securitys 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 S&Ps Global Ratings 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. Department of the Treasury (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 Funds shares.
LIBOR Risk. LIBOR has been used extensively in the U.S. and globally as a benchmark or reference rate for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset-backed and mortgage-related securities, interest rate swaps and other derivatives. For example, debt securities in which the Fund invests may currently pay or may have previously paid interest
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at floating rates based on LIBOR or may currently be, or may previously have been, subject to interest caps or floors based on LIBOR. Derivative investments made by the Fund may currently, or may have previously, also referenced LIBOR. In addition, issuers of instruments in which the Fund invest may currently obtain, or may have previously obtained, financing at floating rates based on LIBOR, and the Fund may use, to the extent applicable, leverage or borrowings based on LIBOR. The head of the United Kingdom Financial Conduct Authority (FCA) has indicted the intention to phase out the use of LIBOR. In a series of 2021 releases, the FCA announced that the 1-week and 2-month U.S. dollar reference rates and all non-U.S. dollar reference rates would cease to be published or would no longer be representative after December 31, 2021. The FCA also announced that the remaining U.S. dollar LIBOR reference rates (overnight and 1-, 3-, 6-, and 12- month) will continue to be published on a representative basis until June 30, 2023. Abandonment of LIBOR or transition to an alternate benchmark could have adverse impacts on newly issued financial instruments and existing financial instruments that reference LIBOR. Various financial industry groups have begun planning for the transition away from the use of LIBOR, but there are obstacles to converting certain securities and transactions to a new benchmark. In April 2018, the Federal Reserve Bank of New York began publishing the Secured Overnight Financing Rate (SOFR), which was created as a potential alternative to LIBOR. SOFR, while fundamentally different from LIBOR, appears to be the preferred alternative to LIBOR and many firms have begun transitioning from LIBOR to SOFR. The transition process from LIBOR to SOFR or another benchmark is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. The transition process might lead to increased volatility and illiquidity in markets for instruments whose terms currently or previously included LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments. While some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology and/or increased costs for certain LIBOR-related instruments or financing transactions, not all may have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies, resulting in prolonged adverse market conditions for the Fund. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2023. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. All of the aforementioned may adversely affect the Funds performance or NAV.
Repurchase Agreements. The Fund may invest, directly or indirectly, in repurchase agreements. A repurchase agreement transaction occurs when an investor (e.g., the Fund) purchases a security (normally a U.S. government security) from a counterparty with the understanding that the investor will later resell the security to the same counterparty (normally a member bank of the Federal Reserve or a registered government securities dealer). The Funds initial purchase is essentially a loan to the counterparty that is collateralized by the security (and/or securities substituted for them under the repurchase agreement). The Fund must return the security to the counterparty when the counterparty repurchases it at a later date and higher price. 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 counterparty. If the counterparty fails to pay the agreed upon resale price on the delivery date, the Fund will retain or attempt to dispose of the collateral. The Funds 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.
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Illiquid Investments. The Fund may not purchase or otherwise acquire any illiquid investment if, immediately after the acquisition, the value of illiquid investments held by the Fund would exceed 15% of the Funds net assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Illiquid investments pose risks of potential delays in resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio investments and the Fund may be unable to dispose of illiquid investments promptly or at reasonable prices. Under the supervision of the Trusts Board of Trustees (the Board), the Adviser determines the liquidity of the Funds investments and, through reports from the Adviser, the Trustees monitor investments in illiquid investments. 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 investments, it would seek to take appropriate steps to bring the Funds illiquid investments to or below 15% of its net assets per the requirements of Rule 22e-4 of the 1940 Act. The sale of some illiquid and other types of investments may be subject to legal restrictions.
If the Fund invests in investments for which there is no ready market, the Fund may not be able to readily sell such investments. Such investments are unlike investments 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 investments once realized may be lower or higher than the Advisers most recent estimate of their fair market value. Generally, less public information is available about issuers of such illiquid investments than about companies whose investments are publicly traded.
Restricted Securities. Within its limitation on investment in illiquid investments, 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.
Restricted securities are generally considered to be 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(a)(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 Funds 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 securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists.
Borrowing Money. The Fund may, to the extent permitted under the 1940 Act, borrow money to meet redemption requests or for extraordinary or for 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 Funds costs and thus reduce the value of the Funds assets. In an extreme case, if the Funds 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
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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 collateral in the form of cash or cash equivalents, 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 the Funds assets.
Where voting rights with respect to the loaned securities pass with the lending of the securities, the Adviser normally 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.
Economic and Regulatory Risks. Domestic and foreign governments and agencies thereof often adopt an active approach to managing economic conditions within a nation, which may have material effects on the securities markets within the nation. A government may pursue supportive policies that include, but are not limited to, lowering corporate and personal tax rates and launching simulative government spending programs designed to improve the national economy or sectors thereof. Agencies of a government, including central banks, may pursue supporting policies that include, but are not limited to, setting lower interest rate targets and buying and selling securities in the public markets. Governments and agencies thereof may also attempt to slow economic growth if the pace of economic growth is perceived to be too great and pose a long-term risk to the economy or a sector thereof. In each instance, the actions taken may be less successful than anticipated or may have unintended adverse consequences. Such a failure or investor perception that such efforts are failing could negatively affect securities markets generally, as well as result in higher interest rates, increased market volatility and reduced value and liquidity of certain securities, including securities held by the Fund.
In addition, governments and agencies thereof may enact additional regulation or engage in deregulation that negatively impacts the general securities markets or a sector thereof. Given the potential broad scope and sweeping nature of some regulatory actions, the potential impact a regulatory action may have on securities held by the Fund may be difficult to determine and may not be fully known for an extended period of time. Accordingly, regulatory actions could adversely affect the Fund.
Changing Fixed Income Market Conditions. Following the financial crisis that began in 2007, the U.S. government and the Board of Governors of the Federal Reserve System (the Federal Reserve), as well as certain foreign governments and central banks, took steps to support financial markets, including seeking to maintain interest rates at or near historically low levels and by purchasing large
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quantities of fixed income securities on the open market, such as securities issued or guaranteed by the U.S. government, its agencies or instrumentalities (Quantitative Easing). Similar steps took place again in 2020 in an effort to support the economy during the COVID-19 pandemic. As the Federal Reserve tapers or reduces the amount of securities it purchases pursuant to Quantitative Easing and/or if the Federal Reserve raises the federal funds rate, there is a risk that interest rates will rise. Such policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain fixed income investments, including fixed income investments held by the Fund, which could cause the value of the Funds investments and share price to decline and/or may increase shareholder redemptions from the Fund. Heavy redemptions could cause the Fund to sell assets at inopportune times or at a loss or depressed value and could hurt the Funds performance. To the extent that the Fund invests in derivatives tied to fixed income markets, the Fund will be more substantially exposed to these risks than a fund that does not invest in such derivatives.
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, proprietary or private personal 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, proprietary or private personal information or various other operational disruptions. Successful cybersecurity breaches of the Fund and/or the Funds 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 Funds ability to calculate its NAV, cause the release of confidential, proprietary or 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 Funds investments in such companies to lose value. There is no guarantee the Fund will be successful in protecting against cybersecurity breaches.
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.
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.
Portfolio Turnover. The portfolio turnover rate for the Fund is calculated by dividing the lesser of the Funds purchases or sales of portfolio securities for the year by the monthly average value of the
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securities. The Funds portfolio turnover rate may vary greatly from year to year as well as within a particular year, and may also 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 Funds shareholders. Portfolio turnover will not be a factor in making buy and sell decisions for the Fund.
Because the Fund is new, there is not yet any portfolio turnover to report.
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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 Funds 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.
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 as a result of the Funds 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 as a result 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 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, 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.
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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 is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase); 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.
15
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 Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
For purposes of computing the Funds 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 fair 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 Funds administrator (the 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 Funds 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. 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 Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares.
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
16
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 its shareholders, such as a very large redemption that could affect Fund operations (for example, more than 1% of the Funds 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 Funds holdings that are readily marketable securities to the redeeming shareholder within 7 days after the Funds 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 paid as redemption proceeds. In addition, when you sell these securities, you bear the risk that the securities have become less liquid and are difficult to sell. You also will be responsible for any 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 for voluntary investments to be made at any time. Available to individuals, custodians, corporations, trusts, estates, corporate retirement plans and others, investors are free to make additions to 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 investors 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 Funds 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 and/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 Nia Impact Solutions Fund, 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) are elected by the Trusts shareholders or the existing members of the Board as permitted under the 1940 Act and the Trusts Agreement and Declaration of Trust (the Declaration of Trust). Each Trustee serves for a term 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 Trusts 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 Board in accordance with the laws of the State of Ohio governing business trusts. There are currently six Trustees, five 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, length of time served in their position, their principal occupation(s) during the past five years, and any other directorships held by the Trustees. 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.
As noted above, the Board consists of six Trustees, five 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 has other series managed by other investment advisers. The Board has engaged various investment advisers to oversee the day-to-day management of the Trusts series. The Board is responsible for overseeing these investment advisers and the Trusts 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 or videoconference as permitted by the 1940 Act. In addition, the Trustees may meet in person, by telephone or videoconference 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 Chairperson, Ms. Janine L. Cohen, who is also an Independent Trustee. The Chairperson 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 Chairperson works closely with Trust counsel and counsel to the Independent Trustees, and is also assisted by the Trusts President, who, with the assistance of the Trusts other officers, oversees the daily operations of the Fund, including monitoring the activities of all of the Funds service providers.
The Board believes that its leadership structure, including having an Independent Trustee serve as Chairperson and five out of six Trustees as Independent Trustees, is appropriate and in the best
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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 Committees. The Board has established the following standing committees:
Audit Committee: The principal functions of the Audit Committee are: (i) to appoint, retain and oversee the Trusts 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 act as the Trusts qualified legal compliance committee (QLCC), as defined in the regulations under the Sarbanes-Oxley Act; and (iv) to act as a proxy voting committee if called upon under the Trusts 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. Messrs. David M. Deptula, Robert E. Morrison, and Clifford N. Schireson, and Mses. Janine L. Cohen and Jacqueline A. Williams are the members of the Audit Committee. Mr. Deptula is the Chairperson of the Audit Committee and presides at its meetings. The Audit Committee is expected to meet four times during the Funds upcoming fiscal period.
Nominations and Governance Committee (the Governance Committee): The Governance Committee nominates and selects persons to serve as members of the Board, including Independent Trustees and interested Trustees and assists in reviewing the Trusts governance practices and standards. In selecting and nominating persons to serve as Independent Trustees, the Governance Committee will not consider nominees recommended by shareholders of the Trust unless required by law. Messrs. Deptula, Morrison, and Schireson and Mses. Cohen and Williams are the members of the Governance Committee. Mr. Morrison is the Chairperson of the Governance Committee and presides at its meetings. The Governance Committee is expected to meet four times during the Funds upcoming fiscal period.
Qualifications of the Trustees. The Governance 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 Governance 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 Governance Committee believes contribute to the oversight of the Trusts affairs. The Board has concluded, based on the recommendation of the Governance Committee, that each Trustees 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:
Interested Trustee
David R. Carson is Senior Vice President, Client Strategies for Ultimus Fund Solutions, LLC (Ultimus). Mr. Carson is also a Trustee of Unified Series Trust. Mr. Carson served as President of the
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Trust from 2013 until January 2021, and now serves as Vice President of the Trust. He also serves as President of the Centaur Mutual Funds Trust from 2018 to present. Prior to joining Ultimus in 2013, Mr. Carson served as the Chief Operations and Compliance Officer for The Huntington Funds from 2005 until 2013, for The Flex-Funds from 2006 until 2011, for Meeder Financial from 2007 until 2011, for Huntington Strategy Shares from 2012 until 2013, and for Huntington Asset Advisors during 2013. Mr. Carson also served as Vice President of Huntington National Bank from 2001 until 2013. Mr. Carson holds a B.A. in English from Kenyon College in Gambier, Ohio. Dave was Co-Founder and Director of Advancing Fund Governance, organized for those charged with fund governance to help members best serve shareholders and stakeholders. He is an active member of the Investment Company Institute (ICI) and served as board chair of the Cincinnati Shakespeare Festival. Mr. Carson has been a Trustee since January 2021.
Independent Trustees
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) (Standard Register) since November 2011. (Standard Register, 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, retired, was an executive at AER Advisors, Inc. (AER) from 2004 through her retirement in 2013. Ms. Cohen served as the Chief Financial Officer (CFO) from 2004 to 2013 and Chief Compliance Officer (CCO) from 2008 to 2013 at AER. During her tenure at AER, she was actively involved in developing financial forecasts, business plans, and SEC registrations. Prior to those roles 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 the Chairperson since October 2019 and a Trustee since January 2016.
Jacqueline A. Williams has served as the Managing Member of Custom Strategies Consulting, LLC since 2017, where she provides consulting services to investment managers. Prior to that, she served as a Managing Director of Global Investment Research for Cambridge Associates, LLC since 2005. Earlier in her career, Ms. Williams served as a Principal at Equinox Capital Management, LLC where she was chairperson of the stock selection committee and the firms financial services analyst. Ms. Williams also served as an Investment Analyst at IBJ Schroder Bank & Trust Company where she monitored U.S. financial services stocks. Ms. Williams has over 25 years of experience in the investment management industry. Ms. Williams earned an A.B. in Religion from Duke University and a Ph.D. in Religious Studies from Yale University. She has been a Chartered Financial Analyst charter holder since 1990. Ms. Williams has been a Trustee since June 2019.
Clifford N. Schireson, retired, was the founder of Schireson Consulting, LLC, which he launched in 2017, until his retirement in 2021. Prior to that, Mr. Schireson was Director of Institutional Services from 2004 to 2017 at Brandes Investment Partners, LP, an investment advisory firm, where he also was co-head of fixed income and a member of the fixed-income investment committee. From 1998 to 2004, he was a Managing Director at Weiss, Peck & Greer LLC specializing in fixed-income products for
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both taxable and municipal strategies for institutional clients. Mr. Schireson has over 20 years of experience in the investment management industry, as well as 20 years of experience in the investment banking industry. Mr. Schireson holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School. Mr. Schireson has been a Trustee since June 2019.
Robert E. Morrison serves as a Managing Director at Midwest Trust and FCI Advisors, where he has worked from February 2022 to present. Previously, he was a Senior Vice President at Huntington Private Bank, where he worked from 2014 to 2022. From 2006 to 2014, he served as the CEO, President and Chief Investment Officer of 5 Star Investment Management. Mr. Morrison has a B.S. in Forestry Management from Auburn University and is a graduate of the Personal Financial Planning program of Old Dominion University. Mr. Morrison previously served on the Ultimus Managers Trust Board of Trustees as the Founding Chairman of the Trust in 2012. Mr. Morrison retired from the Board in 2014 as a result of a business conflict that no longer exists. Mr. Morrison has over 32 years of financial services experience, focusing on asset management and wealth management. Mr. Morrison has been a Trustee since June 2019.
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 committees, reviews reports from, among others, the Adviser, the Trusts CCO, the Trusts 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 Funds 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 Funds investments 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 Trusts 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 Trusts 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 Trusts 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 the Funds investment performance, as well as reports regarding the valuation of the Funds securities (when applicable). The Board also receives quarterly reports from 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 Funds investment advisory agreement (the Advisory Agreement), the Board reviews 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 Boards committee structure.
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Trustees Ownership of Fund Shares. The following table shows each Trustees 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, 2021.
| Name of Trustee | Dollar
Range of Shares of the |
Aggregate
Dollar Range of Shares Owned |
| Interested Trustee | ||
| David R. Carson | None | $10,001 - $50,000 |
| Independent Trustees | ||
| David M. Deptula | None | None |
| Janine L. Cohen | None | $50,001 - $100,000 |
| Jacqueline A. Williams | None | None |
| Clifford N. Schireson | None | None |
| Robert E. Morrison | None | None |
| * | Because the Fund is newly organized, none of the Trustees has a beneficial ownership of Fund shares as of the date of this SAI. |
Ownership In Fund Affiliates. As of December 31, 2021, 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 $550 per meeting fee and a $1,300 annual retainer for each series of the Trust, except the Chairperson of the Board who receives a $1,700 annual retainer for serving as Chairperson. The Trust reimburses each Trustee and officer for their travel and other expenses incurred by attending meetings. The following table provides the estimated amount of compensation payable to each Trustee during the Funds first fiscal year of operations, which will conclude on February 28, 2023:
| 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 | ||||
| David R. Carson | None | None | None | None |
| Independent Trustees | ||||
| Janine L. Cohen | $2,925 | None | None | $78,550 |
| David M. Deptula | $2,625 | None | None | $70,550 |
| Jacqueline A. Williams | $2,625 | None | None | $70,550 |
| Clifford N. Schireson | $2,625 | None | None | $70,550 |
| Robert E. Morrison | $2,625 | None | None | $70,550 |
Principal Holders of Voting Securities. The Fund is new and has no principal holders of voting securities to report.
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INVESTMENT ADVISER
Nia Impact Capital, located at 341 El Cerrito, Oakland, CA 94611, serves as the investment adviser to the Fund pursuant to the Advisory Agreement which is dated April 1, 2022. The Adviser was organized in 2017 and currently services separately managed accounts. The Adviser is controlled by Kristin Hull.
Subject to the Funds investment objective and policies approved by the Board, the Adviser is responsible for providing the Fund with a continuous program of investing the Funds assets and determining the composition of the Funds portfolio.
The Advisory Agreement is effective for an initial period of two years, 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 Funds 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 Board or by vote of a majority of the outstanding voting securities of the Fund. The Advisory Agreement provides that it will terminate automatically in the event of its assignment, as such term is defined in the 1940 Act.
For its services, the Fund pays the Adviser a monthly investment advisory fee (the Management Fee) computed at the annual rate of 0.95% of its average daily net assets. The Adviser has contractually agreed to reduce its Management Fee and to reimburse Fund expenses to the extent necessary to limit Total Annual Operating Expenses (excluding 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, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of the Funds business) to an amount not exceeding 0.99% of the average daily net assets for the Fund until June 30, 2025. Any such fee reductions by the Adviser, or reimbursements by the Adviser of expenses which are the Funds obligation, are subject to repayment by the Fund for a period of three years after the date that 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.
The Adviser manages the Funds 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.
The Fund is new, and therefore has no management fees to report.
Portfolio Manager
The Fund is managed by Kristin Hull (Portfolio Manager), who has primary responsibility for the day-to-day implementation of investment strategies for the Fund.
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Other Accounts Managed by Portfolio Manager. In addition to the Fund, the Portfolio Manager 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 December 31, 2021.
| Portfolio Manager | Type of Accounts | Total
Number of Other Accounts Managed |
Total
Assets of Other Accounts Managed (million) |
Number
of Accounts Managed with Advisory Fee Based on Performance |
Total
Assets of Accounts Managed with Advisory Fee Based on Performance (million) |
| Kristin Hull | Registered Investment Companies | 0 | $0 | 0
|
$0
|
| Other Pooled Investment Vehicles | 0
|
$0
|
0
|
$0
| |
| Other Accounts | 257 | $417.38 | 0 | $0 |
Potential Conflicts of Interest. The Portfolio Manager serves as portfolio manager for the Fund and provides investment advice to other accounts (Other Accounts). The Portfolio Managers management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the Funds 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 assets under management 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 and Other Accounts. 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 the Funds trades. It is theoretically possible that the Portfolio Manager could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Fund, or vice versa. The Adviser has established a trade rotation policy and procedure to mitigate the risk of this potential conflict.
Compensation. Ms. Hull is not compensated directly by the Fund. Rather, Kristin Hull is a principal owner of the Adviser, and therefore draws compensation from its profits. As such, performance and asset levels of the Fund will directly affect the profits of the Adviser and indirectly the total compensation paid to Kristin Hull.
Ownership of Fund Shares. The table below shows the value of shares of the Fund beneficially owned by the Portfolio Manager of the Fund as of May 10, 2022, stated as one of the following ranges: None; $1–$10,000; $10,001–$50,000; $50,001–$100,000; $100,001–$500,000; $500,001–$1,000,000; or over $1,000,000.
| Name of Portfolio Manager | Dollar Range of Shares of the Fund |
| Kristin Hull | None |
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PORTFOLIO TRANSACTIONS
Pursuant to the Advisory Agreement, the Adviser determines, subject to the general supervision of the Board and in accordance with the Funds investment objective, policies and restrictions, which securities are to be purchased and sold by the Fund and which brokers are eligible to execute the Funds 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 judgement 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. Other factors that may be considered include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, research (including economic forecasts, fundamental and technical advice on securities, valuation advice on market analysis); custodial and other services provided for the enhancement of the Advisers portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). Subject to these considerations, brokers who provide investment research to the Adviser may receive orders for 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 In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker-dealers compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost 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
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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 Trusts principal underwriter. The Fund paid the following brokerage commissions during the following fiscal period/years:
The Fund is new, therefore, there are no brokerage commissions to report.
THE DISTRIBUTOR
The Distributor, Ultimus Fund Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, remains 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.
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 Funds 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 on 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.
The Fund is new, therefore, there are no distribution fees to report.
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 (the Fund Accountant), and Transfer Agent to the Fund pursuant to a Master Services Agreement (the Master Services Agreement).
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 Master Services Agreement, Ultimus may delegate all or any part of its responsibilities thereunder):
| ● | prepares and assembles reports required to be sent to the Funds shareholders and arranges for the printing and dissemination of such reports; |
| ● | assembles reports required to be filed with the SEC and files such completed reports with the SEC; |
| ● | files the Funds federal income and excise tax returns and the Funds state and local tax returns; |
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| ● | assists and advises the Fund regarding compliance with the 1940 Act and with its investment policies and limitations; and |
| ● | makes such reports and recommendations to the Board as the Board reasonably requests or deems appropriate. |
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 Funds shareholders: maintains records for the Funds 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 Master Services Agreement.
The Master Services Agreement between the Trust, on behalf of the Fund, and Ultimus, unless otherwise terminated as provided in the Master Services Agreement, is renewed automatically for successive one-year periods.
The Master Services Agreement provides 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 Master Services Agreement relates, 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.
During the fiscal period/years, listed below, Ultimus received the following fees from the Fund for its services as Administrator, Fund Accountant and Transfer Agent:
The Fund is new, therefore, there are no fund administration, fund accounting or transfer agent fees to report.
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 Custodians responsibilities include safeguarding and controlling the Funds cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Funds 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 will audit the financial statements of the Fund for the fiscal period ending February 28, 2023, and assist in preparing the Funds federal, state, and excise tax returns for the fiscal period ending February 28, 2023.
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 Trusts 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 Trusts CCO and to administer the Trusts compliance policies and procedures. For these services, the Fund pays Ultimus a base fee of per annum, plus an asset-based fee computed at an annual rate. In addition, the Fund reimburses Ultimus for its reasonable out-of-pocket expenses relating to these compliance services.
The Fund is new, therefore, there are no compliance consulting fees to report.
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 Funds distribution plan, if any.
Other Payments by the Adviser. The Adviser, in its discretion, may make payments from its 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, its service providers or their respective affiliates, as incentives to help market and promote the Fund and/or in recognition of its 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 intermediarys retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediarys 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 intermediarys 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
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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 may also make payments from its 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. 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 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. The Fund does not currently issue additional classes of shares. Additional classes may be created at any time. 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 Board shall allocate them among any one or more series or classes as the Board, in its sole discretion, deems 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
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effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class.
Trustee Liability
The Declaration of Trust provides that the Trustees 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 Trusts 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 (each, a COE and collectively, the COEs) that is designed to prevent their respective personnel subject to the COEs 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 COEs). These COEs permit personnel subject to the COEs 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 which compete with or attempt to take advantage of the Funds planned portfolio transactions. Each of these parties monitors compliance with its respective COE.
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 Fund from being used for money laundering or the financing of terrorist activities. The Trusts 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.
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 31st of each year, information regarding how the Fund voted proxies relating to portfolio securities during the prior twelve-month period ended June 30th is available without charge upon request by calling 833-571-2833, or on the SECs website at www.sec.gov.
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Portfolio Holdings Disclosure Policy
The Board has adopted policies with respect to the disclosure of the Funds portfolio holdings. These policies generally prohibit the disclosure of information about the Funds portfolio to third parties prior to (i) the filing of the information with the Securities and Exchange Commission (the SEC) in a required filing, or (ii) the day after the information is posted to the Funds website. The Fund is required to include a schedule of portfolio holdings in its annual and semi-annual reports to shareholders, which are sent to shareholders within 60 days of the end of the second and fourth fiscal quarters and filed with the SEC on Form N-CSR within 70 days of the end of the second and fourth fiscal quarters. The Fund is also required to file a schedule of portfolio holdings with the SEC on Form N-PORT within 60 days of the end of the first and third fiscal quarters. The Fund must provide a copy of the complete schedule of portfolio holdings as filed with the SEC to any shareholder of the Fund, upon request, free of charge.
As described below, the policies allow for disclosure of non-public portfolio information to third parties if the following criteria are met, as determined by the Trusts Chief Compliance Officer (the CCO): (1) there is a legitimate business purpose for the disclosure; (2) the party receiving the portfolio holdings information is subject to a one or more Conditions of Confidentiality (as defined below); and (3) disclosure is consistent with the antifraud provisions of the federal securities laws and, with respect to disclosure made or directed to be made by the Adviser, the Advisers fiduciary duties. Conditions of Confidentiality include (1) confidentiality clauses in written agreements, (2) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), or (3) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships).
Under the policies, the Trust, the Fund, the Adviser and any service provider to the Trust are prohibited from receiving compensation or other consideration in connection with disclosing information about the Funds portfolio to third parties.
Consistent with these policies, the Fund may include in marketing literature and other communications to shareholders or other parties a full schedule of portfolio holdings, top ten portfolio positions and certain other portfolio characteristics (such as sector or geographic weightings) that have already been made public through the Funds website or through an SEC filing, provided that, in the case of portfolio information made public solely through the Funds website, the information is disclosed no earlier than the day after the date of posting to the website.
The Fund releases non-public portfolio holdings information to certain third-party service providers on a daily basis in order for those parties to perform their duties on behalf of the Fund. These service providers include the Adviser, Distributor, Transfer Agent, fund accounting agent, administrator and Custodian. The Fund also periodically discloses portfolio holdings information on a confidential basis to other third parties that provide services to the Fund, such as the Funds auditors, legal counsel, proxy voting services (if applicable), printers, brokers and pricing services. The lag between the date of the information and the date on which the information is disclosed will vary based on the nature of the services provided by the party to whom the information is disclosed. For example, the information may be provided to the Funds auditors within days after the end of the Funds fiscal year in connection with the Funds annual audit, while the information may be given to legal counsel or prospective third-party service providers without any time lag.
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Below is a table that lists the service provider that currently 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 |
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 counsels 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 Funds entire portfolio | Contractual and Ethical |
| N-PORT and N-CEN Vendors | Monthly or Annually | Contractual and Ethical |
| Pricing and Liquidity Vendors | Daily | Contractual and Ethical |
The Fund may enter into ongoing arrangements to release portfolio holdings to Morningstar, Inc., Lipper, Inc., Bloomberg, Standard & Poors, Thompson Financial and Vickers-Stock (Rating Agencies) in order for those organizations to assign a rating or ranking to the Fund. In these instances, information about the Funds portfolio would generally be supplied within approximately 25 days after the end of the month. The Rating Agencies may make the Funds top portfolio holdings and other portfolio characteristics available on their websites and may make the Funds complete portfolio holdings available to their subscribers for a fee. Neither the Fund, the Adviser, a sub-adviser, nor any of their affiliates receive any portion of this fee.
Upon approval of the CCO, the Fund may also disclose portfolio information pursuant to regulatory request, court order or other legal proceeding.
Except as described above, the Fund is prohibited from entering into any arrangements with any person to make available information about the Funds portfolio holdings without the prior authorization of the CCO. The Adviser must submit any proposed arrangement pursuant to which it intends to disclose the Funds portfolio holdings to the CCO, who will review such arrangement to determine whether the arrangement is in the best interests of Fund shareholders. To the extent that the disclosure of the Funds portfolio holdings information creates a conflict between the Fund, on the one hand, and the Funds adviser, principal underwriter, and any other affiliated person of the Fund, its investment adviser, or its principal underwriter on the other hand, the CCO shall determine how to resolve the conflict in the best interests of the Fund, and shall report such determination to the Board at the end of the quarter in which such determination was made.
To oversee the Disclosure Policy and the Fund Policy, the Trustees consider reports and recommendations by the CCO regarding the adequacy and implementation of the compliance programs of
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the Trust and its service procedures adopted pursuant to Rule 38a-1 under the 1940 Act. The Trustees reserve the right to amend the Disclosure Policy at any time without prior notice to shareholders in its sole discretion.
Other Expenses
In addition to the Management Fee, the Fund pays all expenses associated with the Fund 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; the 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.
Benchmark Descriptions
The Fund compares its performance to standardized indices or other measurements of investment performance. Specifically, the Fund compares its performance to the MSCI ACWI IMI Index, which, captures large, mid and small cap representation across 23 Developed Markets and 25 Emerging Markets countries. With 9,309 constituents, the index is comprehensive, covering approximately 99% of the global equity investment opportunity set.
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.
Qualification as a Regulated Investment Company
The Fund intends to qualify 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 Funds 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 Funds 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.
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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 Funds 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 Funds 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 qualified 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 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.
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 Funds current and accumulated earnings and profits. Such distributions may be eligible for (i) the dividends-received deduction (DRD) in the case of corporate shareholders or (ii) treatment as qualified dividend income in the case of noncorporate shareholders, provided in each case that certain holding period and other requirements are met. Failure to qualify as a regulated investment company would have a negative impact on the Funds income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year.
Fund Distributions
The Fund anticipates distributing substantially all of its investment company taxable income and net tax-exempt interest (if any) for each tax year. Distributions paid to you generally may be characterized as ordinary income. A portion of these distributions may qualify for the DRD when paid to certain corporate shareholders.
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.
Taxable dividends paid by the Fund to corporate shareholders will be taxed at corporate income tax rates. Corporate shareholders may be entitled to a DRD for a portion of the dividends paid and designated by the Fund as qualifying for the DRD.
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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.
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.
Individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Regulated investment companies that receive qualified REIT dividend income may designate such amounts as Section 199A dividends. Qualified REIT dividend income is the excess of qualified REIT dividends received by the regulated investment company over the amount of the regulated investment companys deductions that are properly allocable to such income. If the Fund designates a dividend as a Section 199A distribution, it may be treated by shareholders as a qualified REIT dividend that is taxed as ordinary income and for non-corporate taxpayers eligible for the 20% deduction for qualified business income under Code section 199A. Generally, only non-corporate shareholders who have held their shares for more than 45 days during the 91-day period beginning on the date which is 45 days prior to the ex-dividend date for such dividend are eligible for such treatment.
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; (4) any dividend eligible for the corporate dividends received deduction; and (5) any distribution that is comprised of qualified REIT dividend income as a Section 199A dividend as such in a written notice provided to shareholders after the close of the Funds 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.
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 shareholders cost, and thus, in effect, result in a return of a part of the shareholders investment.
To the extent that a distribution from the Fund is taxable, it is generally included in a shareholders gross income for the taxable year in which the shareholder receives the distribution.
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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 Funds 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.
Excise Tax
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. Investors should note, however, that the Fund might in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid the imposition of any excise tax liability.
Sale, Exchange, or Repurchase of Shares
In general, a shareholder who sells or redeems shares will realize a capital gain or loss, which will be long-term or short-term depending upon the shareholders holding period for Fund shares. An exchange of shares is treated as a sale and any gain may be subject to tax. An exchange of shares is generally treated as a sale and any gain may be subject to tax. All or a portion of any loss so recognized may be disallowed if you purchase (for example, by reinvesting dividends) shares of the same Fund within 30 days before or after the sale, exchange or repurchase (a wash sale). If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares purchased.
Shareholders should note that, upon the sale 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 a long-term capital loss to the extent of the capital gains dividends received with respect to the shares. Any capital loss arising from the sale, exchange or repurchase of shares held for six months or less, however, will be treated as a long-term capital loss to the extent of the amount of distributions of net capital gain received on such shares. In determining the holding period of such shares for this purpose, any period during which your risk of loss is offset by means of options, short sales or similar transactions is not counted. Capital losses in any tax year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.
The repurchase or transfer of shares may result in a taxable gain or loss to a tendering shareholder. Different tax consequences may apply for tendering and non-tendering shareholder in connection with a repurchase offer. For example, if a shareholder does not tender all of his or her shares, such repurchase may not be treated as a sale or exchange for U.S. federal income tax purposes, and may result in deemed distributions to non-tendering shareholder. On the other hand, shareholder holding shares as capital assets who tender all of their shares (including shares deemed owned by shareholders under constructive ownership rules) will be treated as having sold their shares and generally will recognize capital gain or loss. The amount of the gain or loss will be equal to the difference between the amount received for the shares and the shareholder adjusted tax basis in the relevant shares. Such gain or loss generally will be a long-term capital gain or loss if the shareholder has held such shares as capital assets for more than one year. Otherwise, the gain or loss will be treated as short-term capital gain or loss.
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Backup Withholding
The Fund will be required in certain cases to withhold and remit to the U.S. Treasury a percentage (currently 24%) 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.
Foreign Taxes
Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Funds stock or securities. Tax conventions between certain countries and the U.S. may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Funds total assets at the close of its taxable year consists of stocks or securities of foreign corporations, the Fund will be eligible to file an election with the IRS that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a deduction from such taxes, with respect to any foreign and U.S. possessions income taxes paid by the Fund, subject to certain limitations. Pursuant to the election, such Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit they may be entitled to use against the shareholders federal income tax. If a Fund makes the election, such Fund (or its administrative agent) will report annually to its shareholders the respective amounts per share of the Funds income from sources within, and taxes paid to, foreign countries and U.S. possessions. If a Fund does not hold sufficient foreign securities to meet the above threshold, then shareholders will not be entitled to claim a credit or further deduction with respect to foreign taxes paid by such Fund.
A shareholders ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by a Fund may be subject to certain limitations imposed by the Code, which may result in a shareholder not receiving a full credit or deduction (if any) for the amount of such taxes. In particular, shareholders must hold their Fund shares (without protection from risk of loss) on the ex-dividend date and for at least 15 additional days during the 30-day period surrounding the ex-dividend date to be eligible to claim a foreign tax credit with respect to a given dividend. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Even if a Fund were eligible to make such an election for a given year, it may determine not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest in a Fund through tax-advantaged accounts (including those who invest through individual retirement accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit or deduction passed through by a Fund.
State and Local Taxes
Depending upon the extent of the Funds 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.
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Foreign Shareholders
The foregoing discussion relates only to U.S. federal income tax law as applicable to U.S. shareholders (i.e., U.S. citizens and residents and U.S. domestic corporations, partnerships, trusts and estates). Non-U.S. shareholders who are not U.S. persons should consult their tax advisers regarding U.S. and foreign tax consequences of ownership of shares of the Fund including the likelihood that taxable distributions to them (including any deemed distributions with respect to a repurchase offer) would be subject to withholding of U.S. tax at a rate of 30% (or a lower treaty rate for eligible investors).
Dividends paid by the Fund to non-U.S. shareholders may be subject to U.S. withholding tax at the rate of 30% unless reduced by treaty (and the shareholder files a valid Internal Revenue Service Form W-8BEN, or other applicable form, with the Funds certifying foreign status and treaty eligibility) or the non-U.S. shareholder files an Internal Revenue Service Form W-8ECI, or other applicable form, with the Fund certifying that the investment to which the distribution relates is effectively connected to a United States trade or business of such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by such non-U.S. shareholder). The Fund may elect not to withhold the applicable withholding tax on any distribution representing a capital gains dividend to a non-U.S. shareholder.
Under sections 1471 through 1474 of the Code, known as FATCA, the Fund is required to withhold U.S. tax at a rate of 30% on payments of taxable dividends and to certain non-U.S. entities that fail to comply (or be deemed compliant) with the extensive reporting and withholding requirements under FATCA designed to inform the U.S. Treasury of certain U.S. owned foreign assets and accounts. Shareholders may be requested to provide additional information to the Fund to enable it to determine whether FATCA withholding is required. The Fund will disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable law or regulation. Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary.
Tax Shelter Reporting Regulations.
Under U.S. Treasury regulations, generally, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company such as the Fund are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Cost Basis Reporting
Mutual funds are required to report to the IRS and furnish to fund shareholders the cost basis information for fund shares purchased and/or sold on or after January 1, 2012. In addition to the requirement to report the gross proceeds from the sale of Fund shares, the Fund is also required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. In the absence of an election by a shareholder to elect from available IRS accepted cost basis methods, the Fund will use a default cost basis method. The cost basis method elected or applied
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may not be changed after the settlement date of a sale of Fund shares. Fund shareholders should consult with their tax advisers concerning the most desirable IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting law applies to them.
Prospective investors should consult with their own tax advisors regarding the application of these provisions to their situation.
FINANCIAL STATEMENTS
The Fund is newly organized and therefore no financial information is included in this SAI. You may request a copy of the Funds Annual and Semi-Annual Reports to shareholders, once available, at no charge by calling the Fund at 833-571-2833 or by visiting the Funds website at NIAIMPACTFUNDS.COM.
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APPENDIX A – TRUSTEES AND OFFICERS
| Name
and Year of Birth |
Length
of Time Served |
Position(s)
Held with Trust |
Principal
Occupation(s) During Past 5 Years |
Number
of Funds in the Trust overseen by Trustee |
Directorships
of Public Companies Held by Trustee During Past 5 Years |
| Interested Trustees: | |||||
David R. Carson^ Year of Birth: 1958
|
Trustee Since January 2021
Officer Since 2013
|
Trustee (January 2021 to present)
Vice President (January 2021 to present; and previously April 2013 to October 2013)
President and Principal Executive Officer of each of its Series (2013 to 2021) |
Vice President and Director of Client Strategies of Ultimus Fund Solutions, LLC (2013 to present); President of Unified Series Trust (January 2017 to 2020) | 26 | Interested Trustee of 21 series of the Unified Series Trust (January 2020 to present) |
| Independent Trustees: | |||||
Janine L. Cohen^ Year of Birth: 1952
|
Since 2016 | Chairperson (2019 to present)
Trustee
|
Retired since 2013; previously Chief Financial Officer from 2004 to 2013 and Chief Compliance Officer from 2008 to 2013 at AER Advisors, Inc. | 26 | n/a |
David M. Deptula^ Year of Birth: 1958
|
Since 2012 | Trustee
|
Vice President of Legal and Special Projects at Dayton Freight Lines, Inc. since February 2016 | 26 | n/a |
Jacqueline A. Williams Year of Birth: 1954
|
Since 2019 | Trustee (2019 to present) |
Managing Member of Custom Strategy Consulting, LLC (2017 to present); Managing Director of Global Investment Research (2005 to 2017), Cambridge Associates, LLC. | 26 | n/a |
Clifford N. Schireson Year of Birth: 1953
|
Since 2019 | Trustee (2019 to present) |
Retired; Founder of Schireson Consulting, LLC (2017 to 2021); Director of Institutional Services for Brandes Investment Partners, LP (2004-2017). | 26 | Trustee of the San Diego City Employees Retirement System (August 2019 to present) |
Robert E. Morrison Year of Birth: 1957
|
Since 2019 | Trustee (2019 to present) |
Managing Director at Midwest Trust and FCI Advisors (2022 to present); Senior Vice President and National Practice Lead for Investment, Huntington National Bank/Huntington Private Bank (2014 to 2022); CEO, CIO, President of 5 Star Investment Management Company (2006 to 2014). | 26 | Independent Trustee and Chairman of the Ultimus Managers Trust (2012 to 2014). |
| ^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 |
| * | Mr. Carson 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 Trusts Administrator, Transfer Agent, and Distributor. Mr. Carson was President of the Trust from October 2013 to January 2021 and Vice President of the Trust from April 2013 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 |
| Executive Officers: | |||
Todd E. Heim^ Year of Birth: 1967
|
Since 2014 | President (January 2021 to present)
Vice President (2014 to 2021)
|
Relationship Management Director and Vice President of Ultimus Fund Solutions, LLC (2018 to present); Client Implementation Manager of Ultimus Managers Trust (2014 to 2018); Naval Flight Officer of United States Navy (May 1989 to June 2017) |
Jennifer L. Leamer^ Year of Birth: 1976
|
Since 2014
|
Treasurer (2014 to present)
Assistant Treasurer (April 2014 to October 2014) |
Senior Vice President of Fund Accounting (2020 to present) of Ultimus Fund Solutions, LLC; Mutual Fund Controller of Ultimus Fund Solutions, LLC (2014 to present) |
Daniel D. Bauer^ Year of Birth: 1977
|
Since 2016
|
Assistant Treasurer (2016 to present)
|
Assistant Mutual Fund Controller (September 2015 to present); Fund Accounting Manager (March 2012 to August 2015) of Ultimus Fund Solutions, LLC |
Angela Simons^ Year of Birth: 1975
|
Since 2022 | Assistant Treasurer (2022 to present)
|
Vice President of Financial Administration (2022 to present); Assistant Vice President, Financial Administration (2015 to 2022) of Ultimus Fund Solutions, LLC |
Khimmara Greer^ Year of Birth: 1983
|
Since 2021 | Secretary (2021 to present)
|
Vice President and Senior Legal Counsel of Ultimus Fund Solutions, LLC (2021 – present); Vice President, Asset Servicing – Regulatory Administration of The Bank of New York Mellon (November 2019 to August 2021); Vice President and Counsel of State Street Bank and Trust Company (2015 to 2019) |
David K. James^ Year of Birth: 1970
|
Since 2021 | Assistant Secretary (2021 to present)
Secretary (July 2021 to October 2021)
|
Executive Vice President and Chief Legal and Risk Officer of Ultimus Fund Solutions, LLC (2018 to present); Managing Director and Managing Counsel of State Street Bank and Trust Company (2009 to 2018) |
Natalie S. Anderson^ Year of Birth: 1975
|
Since 2016
|
Assistant Secretary (2016 to present)
|
Legal Administration Manager (July 2016 to present) and Paralegal (January 2015 to July 2016) of Ultimus Fund Solutions, LLC |
Gweneth Gosselink^ Year of Birth: 1955
|
Since 2020 | Chief Compliance Officer (2020 to present) | Senior Compliance Officer at Ultimus Fund Solutions, LLC (December 2019 to present); CCO Consultant at GKG Consulting, LLC (December 2019 to present); Chief Operating Officer & CCO at Miles Capital, Inc. (June 2013 to December 2019) |
Martin Dean^ Year of Birth: 1963
|
Since 2019 | Assistant Chief Compliance Officer (2020 to present)
Interim Chief Compliance Officer (October 2019 to January 2020)
Assistant Chief Compliance Officer (2016 to 2017) |
Senior Vice President, Head of Fund Compliance of Ultimus Fund Solutions, LLC (February 2020 to present); Vice President, Director of Fund Compliance of Ultimus Fund Solutions, LLC (2016 to 2020) |
| ^ | Address is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 |
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APPENDIX B
ULTIMUS MANAGERS TRUST
PROXY VOTING POLICIES AND PROCEDURES
| 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 Funds Investment Adviser is in the best position to make individual voting decisions for such Fund. Therefore, subject to the oversight of the Board, each Funds 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 managements 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 companys management, unless it is determined that supporting managements 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 companys management should not be supported in any situation where it is found not to be in the best interests of the Trusts 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 employees personal relationships and due to circumstances that may arise during the conduct of the Investment Advisers 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 Advisers 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 Trusts 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 managements 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 managers 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 Funds 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 SECs Website at www.sec.gov.
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| 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 Advisers 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 Advisers policies and procedures.
Securities Lending: If a Fund engages in securities lending, the proxy voting procedures of the Adviser of such Fund will include information on the recall of lent securities for voting purposes. More information can be found in the Securities Lending Procedures of the Trust.
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APPENDIX C
Nia Impact Capital
Proxy Voting Policy
We view proxy voting as one way to leverage the power of an individuals assets to create concrete positive social change. We have strict voting guidelines that support our values of inclusion, diversity in leadership, and the need for environmental sustainability. Although Nia restricts investments to the most impactful and responsible companies, the opportunity for engagement still exists. Management intends to pursue this through a variety of approaches. Nia intends to vote its proxies on behalf of its investors in a manner that is consistent with the highest aspirations of impact investors.
Policy
If mandated by the client investment advisory agreement, the Firm, as a matter of policy and as a fiduciary, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of clients. The Firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our firms proxy policies and practices. Our policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies, conduct due diligence relative to any proxy vendors utilized in the proxy voting process, disclose any potential conflicts of interest, make information available to clients about the voting of proxies for their portfolio securities, disclose proxy practices in Form ADV, and maintain relevant and required records. Nia does not handle class action claims on behalf of advisory clients unless specifically directed by client contract to do so.
We view proxy voting as one way to leverage the power of an individuals assets to create concrete positive social change. We have strict voting guidelines that support our values of inclusion, diversity in leadership, and the need for environmental sustainability. Although Nia restricts investments to the most impactful and responsible companies, the opportunity for engagement still exists. Management intends to pursue this through a variety of approaches. Nia intends to vote its proxies on behalf of its investors in a manner that is consistent with the highest aspirations of impact investors.
The Firm is authorized to delegate proxy voting authority to third-party partners, which requires Nia to monitor voting processes to ensure compliance with Form ADV disclosures and the Firms fiduciary duty.
Procedures
The Firm has adopted procedures to implement our policy and conduct reviews to monitor and ensure this policy is observed, implemented properly, and amended or updated, as appropriate, as outlined below.
It is the responsibility of the CCO to oversee the proxy process. At least annually, the CCO is responsible for approving or amending the guidelines it has established, reviewing the performance of the proxy service provider, and addressing any procedural issues that may arise in proxy voting processes. If proxy voting is delegated to one or more third-party partners, the CCO is responsible to monitor their voting practices to ensure compliance with Nias fiduciary duty, disclosed practices, and the best interests of clients.
Other procedures include:
| ● | Nia only votes proxies if the Firm has been contractually delegated proxy voting authority by each client. |
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| ● | Absent material conflicts, the investment team will determine how the Firm should vote each proxy in accordance with applicable voting guidelines, complete the proxy and vote the proxy in a timely and appropriate manner. If a third-party partner has been delegated proxy voting authority, the CCO will ensure that the third-party partner(s) is voting in accordance with their written policies and guidelines, as may be reviewed and approved by the Firm from time to time. |
| ● | Clients are permitted to convey reasonable and specific proxy guidelines to the Firm in writing; such guidelines will be shared with the appropriate third-party partner(s) to ensure compliance with client direction. |
| ● | The CCO will retain all proxy voting documentation for five years as a component of the books and records of the Firm. |
Conflicts of Interest
Should a conflict of interest exist between the Firm and client accounts as to the outcome of certain proxy votes, the Firm is committed to resolving the conflict in the best interest of participating clients before it votes the proxy in question. The Firm will also identify and evaluate any known conflicts of interest between any proxy vendor chosen by the Firm and the issuer of each security to determine appropriate action. The Firm may take the following courses of action to resolve the conflict: (a) disclose the conflict to clients and obtain consent before voting; and/or (b) engage a disinterested, qualified third party to determine how the proxy should be voted. The CCO is responsible to ensure that all proxies are voted in a timely manner in accordance with proxy policies, that any conflicts of interest are resolved in the best interests of participating clients, and that proxy voting records are retained accordingly. The Firm will maintain a record of the voting resolution of any conflict of interest.
Disclosure
Nia provides required disclosures in response to Item 17 of Form ADV Part 2A summarizing proxy voting policy and procedures, including a statement that clients may request information regarding how Nia voted a clients proxies, and that clients may request a copy of the Firms proxy policies and procedures. Designated third-party partners are required to disclose proxy practices in their respective Form ADVs.
Client Requests for Information
All client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to the CCO. In response to any request, the CCO will prepare an electronic response to the client with the information requested, and as applicable will include the voting date, name of the issuer, the proposal voted upon, number of votes cast, and how the Firm (or through delegation, the third-party partner) voted the clients proxy with respect to each proposal about which the client inquired.
Voting Guidelines
Nia has adopted proxy voting guidelines which are summarized below. The Firm may retain more detailed procedures and guidelines separately from this Compliance Manual. See the CCO for further procedures, if any.
| ● | In the absence of specific voting guidelines from the client, the Firm will vote proxies in the best interests of each client. The Firms policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on Nias voting authority in the same manner that they may place such restrictions on the actual selection of account securities. |
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| ● | The Firm will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors absent conflicts of interest raised by an auditors non- audit services. |
| ● | The Firm will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights. |
| ● | In reviewing proposals, the Firm will further consider the opinion of management and the effect on management, and the effect on shareholder value and the issuers business practices. |
This information will be updated in the event of a material change, and the CCO will review the plan on an annual basis
***********************************
Nia Proxy Voting Guidelines
August 2021
The following pages describe the proxy voting guidelines espoused by Nia Impact Capital. These guidelines are used as a reference source for voting securities.
Nia Impact Capital votes on a case-by-case basis, however these proxy voting guidelines assist with voting decisions in specific circumstances.
Nia Impact Capital updates these guidelines as and when necessary to adopt them to the evolving set of issues and governance best practices addressed by corporate boards.
This document is organized into two parts. The first part addresses voting guidelines for management proposals. The second part concentrates on voting guidelines for proposals submitted by shareholders.
Nia Impact Capitals proxy voting record is available to the public upon request.
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Table of Contents
| Part 1: Management Proposals | 49 |
| Board of Directors | 49 |
| Capital Structures | 50 |
| Changes to Corporate Structure | 51 |
| Takeover Defense Activity | 52 |
| Compensation & Incentive Plans | 54 |
| Other Management Proposals | 57 |
| Part 2: Shareholder Proposals | 57 |
| Board of Directors & Governance | 57 |
| Auditors | 59 |
| Takeover Defense Activity | 59 |
| Compensation & Incentive Plans | 60 |
| Corporate Influence | 61 |
| Environmental Issues | 62 |
| Human Rights, Labor, & Social Issues | 62 |
| Military Involvement | 63 |
| Other Shareholder Proposals | 64 |
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Part 1: Management Proposals
Board of Directors
We seek boards that will effectively oversee management. We believe that diverse boards are a key component of effective oversight and governance.
Elect Directors
Withhold votes from all nominees if the board lacks an audit, compensation, or nominating committee.
Withhold votes from all male nominees if the board does not include at least half female directors; vote for female nominee(s), unless the female nominee(s) do not pass other Nia director qualifications.
When gender, ethnic, or other identity-based diversity data is provided in proxy statement, generally vote for any directors who bring diversity to the board, barring other governance concerns.
When Nia staff is able to obtain diversity data, vote for non white male board members.
Withhold votes from all nominees if the board did not act to implement a policy requested by a shareholder proposal that received majority voting support in the prior two years.
Withhold votes from all nominees if the board adopted or renewed a poison pill without shareholder approval during the current or prior year.
Withhold votes from any non-independent or employee nominee who serves on the audit, compensation, or nominating committee. (US companies only, case-by-case basis for foreign domiciled companies)
Withhold votes from any non-independent nominee if 50% or more of the directors are not independent.
Withhold votes from any nominee who serves on the compensation committee if named executive compensation is deemed to be excessive relative to revenues/net sales, earnings or other factors.
Generally, Withhold votes from any nominee who serves on the audit committee if the fees paid by the company for non-audit services in the prior fiscal year exceed 25% of the aggregate fees paid to the companys outside auditor.
Generally, Withhold votes from any nominee who attended less than 75% of the board and committee meetings that they were scheduled to attend during the previous fiscal year.
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Approve Board Size
Vote against if the proposal reduces the board size and the company has cumulative voting.
Generally, vote against if the proposed maximum board size is greater than 13 directors.
Generally, vote against if the proposed minimum board size is less than 5 directors.
Give Board Authority to Set Board Size
Generally, vote against a management proposal to give the board the authority to set the size of the board as needed without shareholder approval.
Removal of Directors
Vote against if the proposal limits the removal of directors to cases where there is legal cause.
Vote against if the proposal would allow for the removal of directors without cause.
No Shareholder Approval to Fill Vacancy
Generally, vote against a management proposal to allow the directors to fill vacancies on the board without shareholder approval.
Approve Classified Board
Generally, vote against a management proposal to adopt a classified board. However, in cases where a hostile takeover attempt is underway, this may be an important protection.
Repeal Classified Board
Generally, vote for a management proposal to repeal classified board.
Adopt Director Liability Provision
Generally, vote against a management proposal to limit the liability of directors.
Capital Structures
Increase Authorized Common Stock
Vote against if the increase is intended for a stock split
Generally, vote against if the increase is an anti-takeover defense, unless Green Alpha agrees with management on a case-by-case basis
Approve Common Stock Issuance
Generally, vote against if the dilution represents more than 20 percent of current outstanding voting power before the stock issuance.
Generally, vote against if the stock would be issued at a discount to the fair market value.
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Generally, vote against if the issued common stock has superior voting rights.
Approve Issuance or Exercise of Stock Warrants
Vote against if the warrants, when exercised, would exceed 20 percent of the outstanding voting power.
Authorize Preferred Stock
Generally, vote against if the board has unlimited rights to set the terms and conditions of the shares.
Increase Authorized Preferred Stock
Generally, vote against if the board has unlimited rights to set the terms and conditions of the shares.
Approve Issuance or Conversion of Preferred Stock
Generally, vote against if the shares have voting rights superior to those of other shareholders.
Authorize Dual Class Stock
Generally, vote against if the shares have inferior or superior voting rights.
Increase Authorized Dual Class Stock
Generally, vote against if it will allow the company to issue additional shares with superior voting rights
Approve Stock Split
Generally, vote against a management proposal to approve a stock split
Approve Reverse Stock Split
Vote against if the company does not intend to proportionally reduce the number of authorized shares.
Approve Stock Repurchase Program
Generally, vote against, unless the company intends to utilize the repurchased shares to fulfill its obligations to employees pursuant to approved incentive plans.
Changes to Corporate Structure
Approve Merger/Acquisition
Given the multitude of factors that influence a merger/acquisition and the material financial impact that M&A activity may have on a clients portfolio, we must vote mergers/acquisitions on a case-by-case basis. As with any vote on a clients behalf, our first and foremost consideration is the votes financial materiality for our clients. Rationale behind a specific merger/acquisition vote is available upon request by any Nia client.
Factors considered by the Investment Committee include, but are not limited to, the following:
| ● | Offer price versus Investment Committees valuation versus market price |
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| ● | Restrictions on or termination of share classes as a result of merger |
| ● | Whether the clients shares will become subordinate as a result of the merger |
| ● | Whether entity resulting from merger/acquisition will qualify as a Next Economy company |
Generally, vote against if the companys board did not obtain a fairness
opinion from a professional third party.
Approve Reincorporation
Generally, vote against if the proposal would reduce shareholder rights.
Approve Leveraged Buyout
Vote against if the companys board did not obtain a fairness opinion from a professional third party.
Eliminate Cumulative Voting
Generally, vote against a management proposal to eliminate cumulative
voting.
Adopt Cumulative Voting
Generally, vote for a management proposal to adopt cumulative voting.
Amend Bylaws to Implement Majority Voting
Generally, vote for a management proposal to implement majority voting.
Takeover Defense Activity
Adopt Poison Pill
Generally, vote against if the company has a classified board.
Vote against if the poison pill does not have a sunset provision.
Vote against if the poison pill does not have a TIDE provision. (Three-Year Independent Director Evaluation.)
Vote against if the poison pill trigger is less than 20%.
Eliminate Special Meeting
Generally, vote against a management proposal to eliminate shareholders right to call a special meeting.
Limit Special Meeting
Generally, vote against a management proposal to limit shareholders right to call a special meeting.
Restore Special Meeting
Generally, vote for a management proposal to restore shareholders right to call a special meeting.
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Eliminate Written Consent
Generally, vote against a management proposal to eliminate shareholders right to act by written consent.
Limit Written Consent
Generally, vote against a management proposal to limit shareholders right to act by written consent.
Restore Written Consent
Generally, vote for a management proposal to restore shareholders right to act by written consent.
Adopt Supermajority Requirement
Generally, vote against a management proposal to establish a supermajority vote provision to approve merger or other business combination.
Amend Supermajority Requirement
Vote against if the amendment would increase the vote required to approve the transaction.
Vote against if the amendment increases the vote requirement above 50% of the outstanding shares.
Eliminate Supermajority Requirement
Generally, vote for a management proposal to eliminate a supermajority vote provision to approve merger or other business combination.
Adopt Supermajority Lock-In
Generally, vote against a management proposal to adopt supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.
Amend Supermajority Lock-In
Vote against if the changes would increase the vote requirement above 50% of the outstanding shares.
Vote against if the changes would result in a complete Lock-In on all of the charter and bylaw provisions.
Eliminate Supermajority Lock-In
Generally, vote for a management proposal to eliminate supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions.
Adopt Fair Price Provision
Generally, vote for a management proposal that establishes a fair price provision.
Repeal Fair Price Provision
Generally, vote against a management proposal to repeal a fair price provision.
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Adopt Anti-Greenmail Provision
Generally, vote for a management proposal to limit the payment of greenmail.
Adopt Advance Notice Requirement
Generally, vote against a management proposal to adopt advance notice requirements.
Opt Out of State Takeover Law
Generally, vote against a management proposal seeking to opt out of a state takeover statutory provision.
Opt Into State Takeover Law
Generally, vote for a management proposal seeking to opt into a state takeover statutory provision.
Compensation & Incentive Plans
Approve, on an Advisory Basis, Named Executive Officer Compensation
Vote against if named executive compensation is deemed to be excessive relative to revenues/net sales and earnings, or proxy materials are limited in scope and analysis.
Vote against if compensation plan awards are based on per-share metrics Vote for if named executive compensation is reasonable given current company incentive programs and recent achievements.
Vote against if any non-independent director serves on compensation committee.
Recommend, on an Advisory Basis, the Frequency of the Stockholder Vote to Approve Executive Compensation
Always vote 1 year when frequency of stockholder vote to approve executive compensation is proposed.
Adopt Employee Stock Ownership Plans
Vote against if the plan dilution is more than 10%.
Vote against if the plan allows non-qualified options to be priced at less than 80% of the fair market value on the grant date.
Vote against if there is not a cap on shares that can be purchased.
Vote against if the company does not expense shares.
Adopt Long-Term (Stock) Incentive Plan
Vote against if the plan dilution is more than 10%.
Vote against if the plan allows non-qualified options to be priced at less than 80% of the fair market value on the grant date.
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Vote against if the plan has a share replenishment feature (evergreen plan) – that is, it adds a specified number or percentage of outstanding shares for awards each year.
Vote against if the plan allows for multiple awards and does not set a limit on the number of shares that can be granted as award other than options.
Vote against if the plan permits the award of time-lapsing restricted stock that fully vest in less than 3 years.
Vote against if the company does not expense stock options.
Vote against if the minimum vesting period for options granted under it is less than 3 years.
Amend Long-Term (Stock) Incentive Plan
Vote against if the amendment allows options to be priced at less than 80% fair market value on the grant date.
Vote against if the amendment adds time-lapsing restricted stock awards that fully vest in less than 3 years.
Vote against if the amendment allows for multiple awards and does not set a limit on the number of shares that can be granted as awards other than options.
Add Shares to Long-Term (Stock) Incentive Plan
Vote against if the dilution is more than 10%.
Vote against if the plan allows non-qualified options to be priced at less than 80% of the fair market value on the grant date.
Vote against if the plan does not set a limit on the number of shares that can be granted as awards other than options.
Vote against if the plan permits the award of time-lapsing restricted stock that fully vest in less than 3 years.
Vote against if the company does not expense stock options.
Vote against if the minimum vesting period for options granted under it is less than 3 years.
Extend Term of Stock Incentive Plan
Vote against if the compensation committee is not fully independent.
Vote against if the plan allows non-qualified options to be priced at less than 80% of the fair market value on the grant date.
Vote against if the plan allows for multiple awards and does not set a limit on the number of shares that can be granted as awards other than options.
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Vote against if the plan permits the award of time-lapsing restricted stock that fully vest in less than 3 years.
Vote against if the proposed plan allows for the accelerated vesting of awards upon shareholder approval of a merger or similar business transaction.
Vote against if the company does not expense stock options.
Vote against if the minimum vesting period for options granted under it is less than 3 years.
Amend Director Stock Incentive Plan
Vote against if the amendment would permit the granting of non-formula, discretionary awards.
Vote against if the amendment would provide an incentive to receive shares instead of cash.
Vote against if the amendment adds time-lapsing restricted stock awards that fully vest in less than 3 years.
Amend Director Stock Award Plan
Vote against if the amendment adds time-lapsing restricted stock that vest in less than 3 years.
Vote against if the amendment would permit the granting of non-formula, discretionary awards.
Vote against if the proposed amendment would include an incentive to receive shares instead of cash.
Adopt Employee Stock Purchase Plan
Vote against if the proposed plan allows employees to purchase stock at less than 80% of the stocks fair market value.
Vote against if the equity dilution is more than 10%.
Amend Employee Stock Purchase Plan
Vote against if the proposal allows employees to purchase stock at prices of less than 80% of the stocks fair market value.
Add Shares to Employee Stock Purchase Plan
Vote against if the proposal allows employees to purchase stock at prices of less than 80% of the stocks fair market value.
Approve Savings Plan
Always vote for a management proposal to adopt a savings plan.
Approve Option/Stock Awards
Vote against if the option/stock award is priced less than 80% of the fair market value on the grant date.
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Vote against if the award is time-lapsing stock that fully vest in less than 3 years.
Vote against if the option is not premium-priced or indexed, or does not vest based on future performance.
Other Management Proposals
Ratify Selection of Auditors
Generally, vote against if the non-audit, non-tax services (i.e., other fees) exceed 25% of total fees.
Approve Employment Agreements
Generally, vote for a management proposal to approve an employment agreement or contract.
Approve Non-Technical Charter Amendments
Generally, vote against if an amendment would have the effect of reducing shareholders rights.
Approve Non-Technical Bylaw Amendments
Generally, vote against if an amendment would have the effect of reducing shareholders rights.
Part 2: Shareholder Proposals
Board of Directors and Governance
Adopt Confidential Voting
Generally, vote for a shareholder proposal asking the board to adopt confidential voting and independent tabulation of the proxy ballots.
Counting Shareholder Votes
Generally, vote for a shareholder proposal asking the company to refrain from counting abstentions and broker non-votes in vote tabulations.
No Discretionary Voting
Generally, vote for a shareholder proposal to eliminate the companys discretion to vote unmarked proxy ballots.
Equal Access to the Proxy
Generally, vote for a shareholder proposal to provide equal access to the proxy materials for shareholders.
Improve Meeting Reports
Generally, vote for a shareholder proposal to improve annual meeting reports.
Board Inclusiveness
Generally, vote for a shareholder proposal asking the board to include more women and minorities as directors.
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Increase Board Independence
Generally, vote for a shareholder proposal seeking to increase board independence.
Minimum Stock Ownership by Directors
Generally, vote for a shareholder proposal to require minimum stock ownership by directors.
Allow Union/Employee Representatives on the Board
Generally, vote for a shareholder proposal that seeks to provide for union or employee representatives on the board of directors.
Directors Role in Corporate Strategy
Generally, vote for a shareholder proposal seeking to increase disclosure regarding the boards role in the development and monitoring of the companys long-term strategic plan.
Increase Nominating Committee Independence
Generally, vote for a shareholder proposal to increase the independence of the nominating committee.
Increase Compensation Committee Independence
Generally, vote for a shareholder proposal to increase the independence of the compensation committee.
Increase Audit Committee Independence
Generally, vote for a shareholder proposal to increase the independence of the audit committee.
Increase Key Committee Independence
Generally, vote for a shareholder proposal to increase the independence of key committees.
Create Nominating Committee
Vote for a shareholder proposal to create a nominating committee of the board.
Create Shareholder Committee
Generally, vote for a shareholder proposal urging the creation of a shareholder committee.
Independent Board Chairman
Generally, vote with management recommendations, except in cases where there is not an independent lead director and the Chairman is an insider.
In cases where there is not an independent lead director
Lead Director
Vote for a shareholder proposal asking that a lead director be chosen from among the ranks of non-employee directors.
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Adopt Cumulative Voting
Generally, vote for a shareholder proposal calling for the adoption of cumulative voting.
Require Nominee Statement in Proxy
Generally, vote for a shareholder proposal to require directors to place a statement of candidacy in the proxy statement.
Double Board Nominees
Shareholder proposals to nominate two director candidates for each open board seat require specific analysis on a case-by-case basis.
Director Liability
Vote for a shareholder proposal to make directors liable for acts or omissions that constitute a breach of fiduciary care resulting from a directors gross negligence and/or reckless or willful neglect.
Repeal Classified Board
Generally, vote for a shareholder proposal to repeal a classified board, however careful analysis is critical in hostile takeover situations.
Lower Threshold for Special Meeting
Generally, vote against a shareholder proposal that lowers the ownership threshold required to call a special meeting.
Proxy Access Amendments
Generally, vote against a shareholder proposal to increase shareholder proxy access, which typically increase the number of shareholder-nominated candidates for the Board.
Auditors
Shareholder Approval of Auditors
Always vote for a shareholder proposal calling for stockholder ratification of auditors.
Auditors Must Attend Annual Meeting
Generally, vote for a shareholder proposal calling for the auditors to attend the annual meeting.
Limit Consulting by Auditors
Generally, vote for a shareholder proposal calling for limiting consulting by auditors.
Takeover Defense Activity
Redeem or Vote on Poison Pill
Generally, vote for a shareholder proposal asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan.
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Eliminate Supermajority Provision
Generally, vote for a shareholder proposal that seeks to eliminate supermajority provisions.
Reduce Supermajority Provision
Generally, vote for a shareholder proposal that seeks to reduce supermajority provisions.
Restore Right to Call a Special Meeting
Generally, vote for a shareholder proposal to restore shareholders right to call a special meeting.
Restore Right to Act by Written Consent
Generally, vote for a shareholder proposal to restore shareholders right to act by written consent.
Prohibit Targeted Share Placement
Generally, vote for a shareholder proposal to limit the boards discretion to issue targeted share placements or to require shareholder approval before such block placements can be made.
Opt Out of State Takeover Statute
Generally, vote for a shareholder proposal seeking to force the company to opt out of a state takeover statutory provision.
Reincorporation
Generally, vote against if the new state has stronger anti-takeover provisions.
Adopt Anti-Greenmail Provision
Generally, vote for a shareholder proposal to limit greenmail payments.
Compensation & Incentive Plans
Restrict Executive Compensation
Generally, vote against if the proposal limits executive pay without linking
compensation to financial performance.
Disclose Executive Compensation
Generally, vote for a shareholder proposal to enhance the disclosure of
executive compensation.
Restrict Director Compensation
Generally, vote for a shareholder proposal to restrict director compensation.
Pay Directors in Stock
Generally, vote against if the resolution would require directors to receive their entire compensation in the form of company stock.
Approve Executive Compensation
Vote for a shareholder proposal calling for shareholder votes on executive pay.
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Restrict Director Pensions
Generally, vote for a shareholder proposal calling for the termination of director retirement plans.
Review/Report on/Link Executive Pay to Social Performance
Generally, vote for a shareholder proposal that asks management to review, report on and/or link executive compensation to non-financial criteria, particularly social criteria.
No Repricing of Underwater Options
Generally, vote for a shareholder proposal seeking shareholder approval to reprice or replace underwater stock options.
Golden Parachutes
Generally, vote for a shareholder proposal calling for a ban on excessive golden parachutes.
Generally, vote for a shareholder proposal calling for a shareholder vote on future golden parachutes.
Award Performance-Based Stock Options
Generally, vote for a shareholder proposal seeking to award performance based stock options.
Expense Stock Options
Vote for a shareholder proposal establishing a policy of expensing the costs of all future stock options issued by the company in the companys annual income statement.
Create Compensation Committee
Vote for a shareholder proposal to create a compensation committee.
Hire Independent Compensation Consultant
Generally, vote for a shareholder proposal to require that the compensation committee hire its own independent compensation consultants-separate from the compensation consultants working with corporate management-to assist with executive compensation issues.
Corporate Influence
Review Charitable Giving Policy
Vote against if the company has a well-managed program or the proposal will be unduly burdensome.
Review Political Spending
Generally, vote for a shareholder proposal that asks the company to increase disclosure of political spending and activities.
Disclose Prior Government Service
Generally, vote for a shareholder proposal requesting disclosure of company
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executives prior government service.
Environmental Issues
Review Energy Efficiency & Renewables
Generally, vote for a shareholder proposal that asks the company to review its reliance on nuclear and fossil fuels, its development or use of solar and wind power, or its energy efficiency.
Endorse Ceres Principles and UN Sustainable Development Goals
Generally, vote for a shareholder proposal that asks management to endorse the Ceres principles or UN Sustainable Development Goals.
Control Generation of Pollutants
Generally, vote for a shareholder proposal that asks the company to control generation of pollutant(s).
Report on Environmental Impact or Plans
Generally, vote for a shareholder proposal that asks the company to report on its environmental impact or plans.
Report or Take Action on Climate Change
Generally, vote for a shareholder proposal that asks management to report or take action on climate change.
Review Genetic Engineering
Generally, vote for a shareholder proposal that asks management to report on or label bioengineered products.
Preserve/Report on Natural Habitat
Vote for a shareholder proposal that asks the company to preserve natural habitat.
Report on Sustainability
Generally, vote for a shareholder proposal requesting reports on sustainability.
Human Rights, Labor, & Social Issues
Develop/Report on Human Rights Policy
Generally, vote for a shareholder proposal that asks the company to develop or report on human rights policies.
Review Operations Impact on Local Groups
Generally, vote for a shareholder proposal that asks the company to review its operations impact on local groups.
China-No Use of Forced Labor
Vote for a shareholder proposal that asks management to certify that company operations are free of forced labor.
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China-Adopt Code of Conduct
Generally, vote for a shareholder proposal that asks management to implement and/or increase activity on each of the principles of the U.S. Business Principles for Human Rights of Workers in China.
Report on EEOP
Generally, vote for a shareholder proposal that asks management to report on the companys affirmative action policies and programs, including releasing its EEO-1 forms and providing statistical data on specific positions within the company.
Drop Sexual Orientation from EEOP
Vote against a shareholder proposal that asks management to drop sexual orientation from EEO policy.
Adopt Sexual Orientation Anti-Bias Policy
Vote for a shareholder proposal that asks management to adopt a sexual orientation non-discrimination policy.
Review Foreign Work Force Conditions
Generally, vote for a shareholder proposal that asks management to report on or review foreign operations.
Adopt Standards for Foreign Operations
Generally, vote for a shareholder proposal that asks management to adopt standards for Mexican operations.
Review or Implement MacBride Principles
Generally, vote for a shareholder proposal that asks management to review or implement the MacBride principles.
Urge MacBride on Contractor/Franchisee
Generally, vote for a shareholder proposal that asks the company to encourage its contractors and franchisees to implement the MacBride principles.
Review Global Labor Practices
Generally, vote for a shareholder proposal that asks management to report on or review its global labor practices or those of their contractors.
Monitor/Adopt ILO Conventions
Generally, vote for a shareholder proposal that asks management to adopt, implement or enforce a global workplace code of conduct based on the International Labor Organizations (ILO) core labor conventions.
Military Involvement
Review Foreign Military Sales
Generally, vote for a shareholder proposal that asks management to report on the companys foreign military sales or foreign offset activities.
Review Military Contracting Criteria
Generally, vote for a shareholder proposal that asks management to develop social, economic and ethical criteria that the company could use to determine the
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acceptability of military contracts and to govern the execution of the contracts.
Other Shareholder Proposals
Review Developing Country Debt
Generally, vote for a shareholder proposal asking the company to review its developing country debt and lending criteria and to report to shareholders on its findings.
Review Social Impact of Financial Ventures
Generally, vote for a shareholder proposal that requests a company to assess the environmental, public health, human rights, labor rights or other socioeconomic impacts of its credit decisions.
Review Fair Lending Policy
Vote for a shareholder proposal requesting reports and/or reviews of plans and/or policies on fair lending practices.
Review Plant Closings
Generally, vote for a shareholder proposal that asks the company to establish committees to consider issues related to facilities closure and relocation of work.
Review or Promote Animal Welfare
Generally, vote for a shareholder proposal that asks management to review or promote animal welfare.
Review Drug Pricing or Distribution
Generally, vote for a shareholder proposal that asks the company to report or take action on pharmaceutical drug pricing or distribution.
Restore Preemptive Rights
Generally, vote for a shareholder proposal to restore preemptive rights.
Study Sale or Spin-Off
Generally, vote for a shareholder proposal asking the company to study sales, spin-offs or other strategic alternatives.
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| PART C. | OTHER INFORMATION |
| Item 28. | Exhibits |
| (h)(2)(A)(ii) | Amended Schedule A, to the Compliance Consulting Agreement with Ultimus Fund Solutions, LLC is filed herewith. |
| (n)(1) | Rule 18f-3 Multi-Class Plan, dated June 6, 2013, is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 8 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on June 6, 2013. |
| (n)(2) | Amended Rule 18f-3 Multi-Class Plan will be filed by subsequent Post-Effective Amendment. |
| (o) | Reserved. |
| (p)(1) | Code of Ethics of the Registrant, dated June 5, 2012, amended April 23, 2018, is incorporated by reference to Exhibit (p)(1) of Post-Effective Amendment No. 128 of Registrant’s Registration Statement on Form N-1A (File No. 333-180308), filed on November 28, 2018. |
| 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.
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 Lyrical Asset Management LP, Wavelength Capital Management, LLC, Edge Capital Group, LLC, Marshfield Associates, Inc., Hudson Valley Investment Advisors, Inc., Kempner Capital Management, Inc., Edgemoor Investment Advisors, Inc., Adler Asset Management, LLC, Karner Blue Capital, LLC, Q3 Asset Management Corporation, Blueprint Fund Management LLC, Evolutionary Tree Capital Management LLC, Left Brain Wealth Management, LLC, Nia Impact Capital, and Westwood Corporation Corp. (the “Advisers”) and the Investment Sub-Advisory Agreement with Blueprint Investment Partners LLC (the “Sub-Adviser”) provide that the Advisers and Sub-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 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 Agreements with Ultimus Fund Distributors, LLC (the “UFD”) and the Distribution Agreement with Northern Lights Distributors, LLC (“NLD” and, collectively with UFD, the “Distributors”) provide that the Distributors, their 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 Agreements relate, except a loss resulting from the failure of either Distributors or any such other person to comply with applicable law or the terms of the Agreements, 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 Distributors’ obligations and duties under the Distribution Agreements.
The Distribution Agreements with the Distributors further also provides that the Distributors agree 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 the Distributors or any agent or employee of the Distributors or any other person for whose acts as 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) Distributors’ failure to comply with applicable laws and the Rules of FINRA.
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 |
With respect to information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of each adviser and sub-adviser, reference is hereby made to the current Form ADVs of each adviser and sub-adviser filed under the Investment Advisers Act of 1940, incorporated herein by reference and the CRD and file numbers of which are as follows:
| Item 32. | Principal Underwriters |
| (a)(i) | UFD acts as the principal underwriter for the following other open-end investment companies: |
| (a)(ii) | NLD acts as the principal underwriter for the following other open-end investment companies: | ||
| AdvisorOne Funds | Miller Investment Trust |
| Advisors Preferred Trust | Destra Multi-Alternative Fund |
| Altegris KKR Commitments Master Fund | Nile Capital Investment Trust |
| Alternative Strategies Fund | NLFT / VT |
| Arrow Investments Trust (and Arrow ETF Trust) | NLFT II |
| Boyar Value Trust | NFLT III |
| Centerstone Investors Trust | NFVT 4 |
| Copeland Trust | North Country Funds |
| Dunham Funds | Predex |
| Equinox Funds Trust | Princeton Private Investments Access Fund |
| ETF Managers Trust | Saratoga Advantage Trust |
| Forethought Variable Insurance Trust | Timothy Plan |
| Leader Trust | Two Roads Shares Trust |
| Mutual Fund Series Trust | Vertical Capital Income Fund |
| Mutual Fund Variable Insurance Trust |
(b)(i) Directors, officers, or partners of UFD:
| Name | Position with Distributor | Position with Registrant |
| Kevin M. Guerette | President | None |
| Stephen L. Preston | Chief Compliance Officer | None |
| Douglas K. Jones | Vice President | None |
| Melvin Van Cleave | Chief Information Securities Officer | None |
The address of UFD and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
(b)(ii) Directors, officers, or partners of NLD:
| Name | Position with Distributor | Position with Registrant |
| Kevin M. Guerette | President | None |
| Stephen L. Preston | Chief Compliance Officer | None |
| Bill Strait | Secretary/General Counsel | None |
| Melvin Van Cleave | Chief Information Securities Officer | None |
The address of NLD and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
| (c) | Not applicable. |
| 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
Adler Asset Management, LLC
600 Third Avenue, Suite 226
New York, New York 10016
Blueprint Fund Management LLC
1250 Revolution Mill Drive, Suite 150
Greensboro, NC 27405Edge
Blueprint Investment Partners
1250 Revolution Mill Dr., Suite 150
Greensboro, NC 27405
Edge Capital Group, LLC
3333 Riverwood Parkway, Suite 350
Atlanta, Georgia 30339
Edgemoor Investment Advisors, Inc.
7250 Woodmont Avenue, Suite 315
Bethesda, Maryland 20814
Evolutionary Tree Capital Management LLC
1199 N. Fairfax Street, Suite 801
Alexandria, VA 22314
Hudson Valley Investment Advisors, Inc.
117 Grand Street, Suite 201
Goshen, New York 10924
Karner Blue Capital, LLC
7315 Wisconsin Avenue, #400
Bethesda, Maryland 20814
Kempner Capital Management, Inc.
2201 Market Street
Galveston, Texas 77550
Left Brain Wealth Management
215 Shuman Blvd., #304
Naperville, IL 60563
Lyrical Asset Management LP
250 West 55th Street, 37th Floor
New York, New York 10022
Marshfield Associates, Inc.
21 Dupont Circle NW, Suite 500
Washington, District of Columbia 20036
Nia Impact Capital
4900 Shattuck Avenue, #3648
Oakland, CA 94609
Q3 Asset Management Corporation
2175 Cole Street
Birmingham, MI 48009
Wavelength Capital Management, LLC
545 Madison Avenue, 16th Floor
New York, New York 10022
Westwood Management Corp
200 Crescent Court, Suite 1200
Dallas, Texas 75201
Certain records, including records relating to the possession of Registrant’s securities, may be maintained at the offices of Registrant’s custodians:
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110
Fifth Third Bank, National Association
Fountain Square Plaza
Cincinnati, Ohio 45263
MUFG Union Bank, N.A.
350 California Street, Suite 2018
San Francisco, California 94104
Pershing, LLC
One Pershing Plaza
Jersey City, New Jersey 07399
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
| Item 34. | Management Services Not Discussed in Parts A or B |
Not applicable
| Item 35. | Undertakings |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the “1933 Act”) and the Investment Company Act of 1940, each as amended, the Registrant certifies that the Fund has caused this Post-Effective Amendment to the Registrant’s Registration Statement on Form N-1A, under Rule 485(b) under the Securities Act, to be signed below on its behalf by the undersigned, thereto duly authorized, in Cincinnati, Ohio on May 6, 2022.
| ULTIMUS MANAGERS TRUST | ||||
| By: | /s/ Todd E. Heim | |||
| Todd E. Heim | ||||
| President | ||||
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Exhibit List
(d)(15) Investment Advisory Agreement with Nia Impact Capital
(e)(1)(A)(ii) Amended Schedules A and B to the Distribution Agreement
(g)(1)(M) Amendment to the Custody Agreement
(h)(1)(A)(ii) Amended Schedule A to the Master Services Agreement
(h)(2)(A)(ii) Amended Schedule A to the Compliance Agreement
(h)(3)(O) Expense Limitation Agreement with Nia Impact Capital
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement (the “Agreement”) is made and entered into effective as of April 1, 2022, 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 (individually the “Fund” and collectively the “Funds”), a series of shares of the Trust, and Nia Impact Advisors, LLC (dba Nia Impact Capital), a limited liability company (the “Adviser”).
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and offers for sale distinct series of shares of beneficial interest, each corresponding to a distinct portfolio, including, the Fund; and
WHEREAS, the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment adviser on behalf of the Fund, and to have that investment adviser provide or perform for the Fund various research, statistical and investment services; and
WHEREAS, the Adviser is registered as an investment advisor under the Investment Advisers Act of 1940 (“Advisers Act”), and engages in the business of asset management and is willing to furnish such services to the Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
1. Employment of the Adviser. The Trust hereby employs the Adviser to invest and reinvest the assets of the Fund in the manner set forth in Section 2 of this Agreement subject to the direction of the Board of Trustees of the Trust (“Trustees”) and the officers of the Trust, for the period, in the manner, and on the terms set forth hereinafter. The Adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
2. Obligations of Investment Adviser
(a) Services. The Adviser agrees to perform the following services (the “Services”) for the Trust:
(1) manage the investment and reinvestment of the assets of the Fund;
(2) continuously review, supervise, and administer the investment program of the Fund;
(3) determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) with respect to the Fund;
(4) provide the Trust and the Fund with records concerning the Adviser’s activities under this Agreement which the Trust and the Fund are required to maintain;
| 1 |
(5) render regular reports to the Trust’s Trustees and officers concerning the Adviser’s discharge of the foregoing responsibilities; and
(6) perform such other services as agreed by the Adviser and the Trust from time to time.
The Adviser shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Trust and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund’s objectives, policies, and limitations as set forth in its prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”), as the same may be amended from time to time; and (iii) with all applicable laws and regulations. All Services to be furnished by the Adviser under this Agreement may be furnished through the medium of any directors, officers or employees of the Adviser or through such other parties as the Adviser may determine from time to time.
(b) Expenses and Personnel. The Adviser agrees, at its own expense or at the expense of one or more of its affiliates, to render the 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 Adviser 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 Adviser herein and except to the extent required by law to be paid by the Adviser, the Trust shall pay all costs and expenses in connection with its operation.
(c) Books and Records. All books and records prepared and maintained by the Adviser for the Trust and the Fund under this Agreement shall be the property of the Trust and the Fund and, upon request therefor, the Adviser shall surrender to the Trust and the Fund such of the books and records so requested.
3. Fund Transactions. The Adviser 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 Adviser shall seek to obtain the best overall execution for Fund transactions, which is a combination of price, quality of execution and other factors. The Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Adviser with brokerage, research, analysis, advice and similar services, and the Adviser 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 Adviser determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Adviser 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 Adviser will promptly communicate to the Trustees and the officers of the Trust such information relating to portfolio transactions as they may reasonably request.
4. Compensation of the Adviser. As compensation for the services that the Adviser is to provide or cause to be provided pursuant to Paragraph 2, the Fund shall pay to the Adviser an annual fee, computed and accrued daily and paid in arrears monthly, at the rate set forth on Schedule
| 2 |
A, which shall be a percentage of the average daily net assets of the Fund (computed in the manner set forth in the Fund’s most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business day throughout the month. If the Adviser shall so request in writing, with the approval of the Trustees, some or all of such fee shall be paid directly to a sub-adviser. The fee for any partial month under this Agreement shall be calculated on a proportionate basis.
5. Status of Investment Adviser. The services of the Adviser to the Trust and the Fund are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its Services to the Trust and the Fund are not impaired thereby. The Adviser 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 Trust or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser, 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.
6. Permissible Interests. Trustees, agents, and stockholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Adviser are or may be interested in the Trust as Trustees, stockholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.
7. Limits of Liability; Indemnification. The Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. 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 matters to which this Agreement relates, 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 Act) or a loss resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the Act or the Securities Act of 1933, as amended (“1933 Act”), except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust’s Declaration of Trust, a copy of which is on file with the Secretary of the State of Ohio. Notice is hereby given that this instrument is executed on behalf of the Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, that Fund), and the Adviser shall look only to the assets of the Trust, or the particular Fund, for the satisfaction of such obligations or any liability arising in connection therewith, and no other series of the Trust shall incur any liability or obligation in connection therewith.
8. Term. 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
| 3 |
the 1940 Act) of the Trust, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided, however, that:
(a) the Trust may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice of a decision to terminate this Agreement by (i) the Trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;
(b) the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder);
(c) the Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to the Trust and the Fund; and
(d) the terms of paragraph 7 of this Agreement shall survive the termination of this Agreement.
9. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities.
10. Applicable Law. This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Ohio without regard to the principles of the conflict of laws or the choice of laws.
11. Representations and Warranties
(a) Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows: (i) the Adviser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.
(b) Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Adviser as follows: (i) the Trust has been duly organized as a business trust under the laws of the State of Ohio and is authorized to enter into this Agreement and carry out its terms; (ii) the Trust is registered as an investment company with the SEC under the Act; (iii) shares of the Fund are registered for offer and sale to the public under the 1933 Act; and (iv) such registrations will be kept in effect during the term of this Agreement.
12. Structure of Agreement. The Trust is entering into this Agreement solely on behalf of the Fund or Funds named herein individually and not jointly. Notwithstanding any to the contrary in this Agreement, no breach of any term of this Agreement shall create a right or obligation with
| 4 |
respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Adviser have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) 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 Trust and the Fund.
13. Compliance Procedures. The Adviser will, in accordance with Rule 206(4)-7 of the Advisers Act, adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and will provide the Trust with copies of such written policies and procedures upon request.
14.
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 and, to this extent, the provisions of this Agreement shall be deemed to
be severable.
15. Notice. Notices of any kind to be given to the Trust hereunder by the Adviser shall be in writing and shall be duly given if mailed or delivered to the Ultimus Managers Trust at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, Attention: Director of Fund Administration, or to such other address or to such individual as shall be so specified by the Trust to the Adviser. Notices of any kind to be given to the Adviser hereunder by the Trust shall be in writing and shall be duly given if mailed or delivered to Nia Impact Capital at 4900 Shattuck Ave #3648, Oakland, CA 94609, or at such other address or to such individual as shall be so specified by the Adviser to the Trust. Notices shall be deemed received when delivered in person or within four days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested or upon receipt of proof of delivery when sent by overnight mail or overnight courier, addressed as stated above.
In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.
| Ultimus Managers Trust, on behalf of the | NIA IMPACT ADVISORS, LLC DBA NIA IMPACT CAPITAL | |
|
By: /s/ Todd E. Heim |
By: /s/ Kristin Hull | |
|
Name: Todd E. Heim Title: President |
Name: Kristin Hull Title: Chief Executive Officer |
| 5 |
SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
ULTIMUS MANAGERS TRUST
AND
NIA IMPACT ADVISORS, LLC DBA NIA IMPACT CAPITAL
|
Name of Fund |
Fee* | |
| Nia Impact Solutions Fund | 0.95% |
* As a percent of average daily net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily waive any portion of the advisory fee from time to time.
AMENDED SCHEDULE A
Dated January 19, 2022
to the
DISTRIBUTION AGREEMENT
Dated February 1, 2019
between
ULTIMUS MANAGERS TRUST
and
ULTIMUS FUND DISTRIBUTORS, LLC
TRUST SERIES
Adler Value Fund
Blue Current Global Dividend Fund
Blueprint Adaptive Growth Allocation Fund
Evolutionary Tree Innovators Fund
HVIA Equity Fund
Karner Blue Biodiversity Impact Fund
Kempner Multi-Cap Deep Value Fund
Left Brain Compound Growth Fund
Lyrical International Value Equity Fund
Lyrical U.S. Value Equity Fund
Marshfield Concentrated Opportunity Fund
Meehan Focus Fund
Nia Impact Solutions Fund
Q3 All-Weather Sector Rotation Fund
Q3 All-Weather Tactical Fund
Wavelength Interest Rate Neutral Fund
Westwood Alternative Income Fund
Westwood High Income Fund
Westwood Income Opportunity Fund
Westwood Quality Value Fund
Westwood Quality SMid Cap Fund
Westwood Quality SmallCap Fund
Westwood Total Return Fund
Westwood Quality AllCap Fund
Westwood SmallCap Growth Fund
Westwood Quality MidCap Fund
REDACTED
AMENDED SCHEDULE B
Dated January 19, 2022
to the
DISTRIBUTION AGREEMENT
Dated February 1, 2019
between
ULTIMUS MANAGERS TRUST
AND
ULTIMUS FUND DISTRIBUTORS, LLC
FEES AND EXPENSES
FEES:
Ultimus shall be entitled to receive an annual fee of up to $ plus, for any funds with “C Class” equivalents, up to ½ basis point or 0.0050% per annum on each Fund’s average daily net assets, paid in monthly installments, from each Fund listed under “Class C Shares” on Schedule A and/or from the investment adviser(s) to such Fund. The specific annual fee due from each Fund and/or the investment adviser to such Fund shall be as noted below:
(each of the below to have an annual fee of $ )
| FUND NAME | CLASS |
| Westwood Alternative Income Fund | A |
| Westwood Alternative Income Fund | Institutional |
| Westwood Alternative Income Fund | Ultra |
| Westwood Alternative Income Fund | C |
| Westwood High Income Fund | A |
| Westwood High Income Fund | Institutional |
| Westwood High Income Fund | C |
| Westwood Income Opportunity Fund | C |
| Westwood Quality AllCap Fund | Institutional |
| Westwood Quality AllCap Fund | Ultra |
| Westwood Quality MidCap Fund | Institutional |
| Westwood Quality SmallCap Fund | A |
| Westwood Quality SmallCap Fund | Institutional |
| Westwood Quality SmallCap Fund | Ultra |
| Westwood Quality SmallCap Fund | C |
| Westwood Quality SMid Cap Fund | Institutional |
| Westwood Quality SMid Cap Fund | Ultra |
| Westwood Quality Value Fund | A |
| Westwood Quality Value Fund | Institutional |
| Westwood Quality Value Fund | C |
| Westwood SmallCap Growth Fund | Institutional |
| Westwood Total Return Fund | A |
| Westwood Total Return Fund | Institutional |
| Westwood Total Return Fund | C |
REDACTED
(each of the below to have an annual fee of $ )
| FUND NAME | CLASS |
| Adler Value Fund | Institutional |
| Blue Current Global Dividend Fund | Institutional |
| Blue Current Global Dividend Fund | Investor |
| Karner Blue Biodiversity Impact Fund | Butterfly |
| Lyrical International Value Equity Fund | Institutional |
| Lyrical International Value Equity Fund | Investor |
| Lyrical U.S. Value Equity Fund | Institutional |
| Lyrical U.S. Value Equity Fund | Investor |
(each of the below to have an annual fee of $ )
| FUND NAME | CLASS |
| Blueprint Adaptive Growth Allocation Fund | Institutional |
| Blueprint Adaptive Growth Allocation Fund | Investor |
| Q3 All-Weather Sector Rotation Fund | Institutional |
| Q3 All-Weather Sector Rotation Fund | Investor |
| Q3 All-Weather Tactical Fund | Institutional |
| Q3 All-Weather Tactical Fund | Investor |
(each of the below to have an annual fee of $ )
| FUND NAME | CLASS |
| HVIA Equity Fund | Institutional |
| HVIA Equity Fund | Investor |
| Kempner Multi-Cap Deep Value Fund | Institutional |
| Kempner Multi-Cap Deep Value Fund | Investor |
| Marshfield Concentrated Opportunity Fund | n/a |
| Meehan Focus Fund | n/a |
| Wavelength Interest Rate Neutral Fund | n/a |
(each of the below to have an annual fee of $ )
| FUND NAME | CLASS |
| Evolutionary Tree Innovators Fund | A |
| Evolutionary Tree Innovators Fund | I |
| Left Brain Compound Growth Fund | n/a |
| Westwood Income Opportunity Fund | A |
| Westwood Income Opportunity Fund | Institutional |
| Nia Impact Solutions Fund | n/a |
REDACTED
(each of the below shall have an additional fee, cumulative with any flat fee charged above, of ¼ basis point or 0.0025% per annum on each Fund’s average daily net assets attributed to any C Share class)
| FUND NAME | CLASS |
| Q3 All-Weather Tactical Fund | C |
IN WITNESS WHEREOF, the parties hereto have executed this amended Schedule B as of the date first above written.
| ULTIMUS MANAGERS TRUST | ULTIMUS FUND DISTRIBUTORS, LLC | |||
| By: /s/ Todd E. Heim | By: /s/ Kevin Guerette | |||
| Name: Todd E. Heim | Name: Kevin Guerette | |||
| Title: President | Title: President | |||
ULTIMUS MANAGERS TRUST
TWENTY-THIRD AMENDMENT TO THE
CUSTODY AGREEMENT
THIS TWENTY-THIRD AMENDMENT dated as of the 20th day of January 2022 to the Custody Agreement, dated as of June 5, 2012, as amended (the “Custody Agreement”), is entered into by and between ULTIMUS MANAGERS TRUST, an Ohio business trust, (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).
RECITALS
WHEREAS, the parties have entered into the Custody Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the following funds as a series of the Trust:
Nia Impact Solutions Fund; and
WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit T is hereby added to the Custody Agreement and attached hereto.
Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Twenty-third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| ULTIMUS MANAGERS TRUST | U.S. BANK NATIONAL ASSOCIATION | |||||
| By: /s/Todd E. Heim | By: /s/ Anita Zagrodnik | |||||
| Name: Todd E. Heim | Name: Anita Zagrodnik | |||||
| Title: President | Title: Senior Vice Present | |||||
4/7/2022
AMENDED SCHEDULE A
To the
Master Services Agreement
between
Ultimus Managers Trust
and
Ultimus Fund Solutions, LLC
Dated July 24, 2018
Fund Portfolio(s) (by fiscal year end)
| HVIA Equity Fund | February 28 |
| Left Brain Compound Growth Fund | February 28 |
| Blueprint Adaptive Growth Allocation Fund | February 28 |
| Nia Impact Solutions Fund | February 28 |
| Adler Value Fund | May 31 |
| Evolutionary Tree Innovators Fund | May 31 |
| Karner Blue Biodiversity Impact Fund | May 31 |
| Kempner Multi-Cap Deep Value Fund | May 31 |
| Wavelength Interest Rate Neutral Fund | May 31 |
| Blue Current Global Dividend Fund | August 31 |
| Marshfield Concentrated Opportunity Fund | August 31 |
| Meehan Focus Fund | August 31 |
| Westwood Alternative Income Fund | October 31 |
| Westwood High Income Fund | October 31 |
| Westwood Income Opportunity Fund | October 31 |
| Westwood Quality Value Fund | October 31 |
| Westwood Quality AllCap Fund | October 31 |
| Westwood SmallCap Growth Fund | October 31 |
| Westwood SmallCap Fund | October 31 |
| Westwood SMidCap Value Fund | October 31 |
| Westwood Total Return Fund | October 31 |
| Westwood Quality MidCap Fund | October 31 |
| Lyrical International Value Equity Fund | November 30 |
| Lyrical U.S. Value Equity Fund | November 30 |
| U.S. Value ETF (Lyrical) | November 30 |
| Q3 All-Weather Sector Rotation Fund | November 30 |
| Q3 All-Weather Tactical Fund | November 30 |
The parties duly executed this Amendment as of January 19, 2022.
|
Ultimus Managers Trust
|
Ultimus Fund Solutions, LLC | |||
|
By: |
/S/ Todd E. Heim |
By: |
/s/ David James | |
| Name: | Todd E. Heim | Name: | David James | |
| Title: | President | Title: | Executive Vice President and Chief Legal and Risk Officer |
REDACTED
AMENDED SCHEDULE A
dated January 19, 2022
to the
Compliance Services Agreement
dated June 5, 2012
between
ULTIMUS MANAGERS TRUST
and
ULTIMUS FUND SOLUTIONS, LLC
FEES AND EXPENSES
Fees. Ultimus shall receive the fees described below, which are computed and payable monthly.
Asset-Based Fee: 0.01% per annum on average net assets of each series in excess of $ million.1
Annual base fee for each of the below: $ per year for first Westwood Fund of the Trust and $ per year each additional Westwood Fund of Trust.
| Westwood Alternative Income Fund |
| Westwood High Income Fund |
| Westwood Income Opportunity Fund |
| Westwood Quality SmallCap Fund |
| Westwood Quality SMid Cap Fund |
| Westwood Quality Value Fund |
| Westwood Total Return Fund |
| Westwood Quality AllCap Fund |
|
Westwood SmallCap Growth Fund Westwood Quality MidCap Fund |
Annual base fee for each of the below: $ per year for following series of the Trust.
Adler Value Fund
Blue Current Global Dividend Fund
Blueprint Adaptive Growth Allocation Fund
Evolutionary Tree Innovators Fund
HVIA Equity Fund
Karner Blue Biodivesity Impact Fund
Kempner Multi-Cap Deep Value Fund
Left Brain Compound Growth Fund
Lyrical International Equity Fund
1 Westwood series of the Trust are not subject to the asset-based fee.
REDACTED
Lyrical U.S. Value Equity Fund
U.S. Value ETF
Marshfield Concentrated Opportunity Fund
Meehan Focus Fund
Q3 All-Weather Sector Rotation Fund
Q3 All-Weather Tactical Fund
Wavelength Interest Rate Neutral Fund
Annual base fee for each of the below: $ per year for each series of the Trust.
Nia Impact Solutions Fund
Reimbursable Expenses. The fees set forth above shall be in addition to the payment of reasonable reimbursable expenses, as provided for in Section 3 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this amended Schedule A as of the date first above written.
| ULTIMUS MANAGERS TRUST | ULTIMUS FUND SOLUTIONS, LLC | |||
| By: /s/ Todd E. Heim | By: /s/ David James | |||
| Name: Todd E. Heim | Name: David James | |||
| Title: President | Title: Executive Vice President and Chief Legal and Risk Officer | |||
EXPENSE LIMITATION AGREEMENT
FOR ULTIMUS MANAGERS TRUST
THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated as of April 1, 2022, 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 Nia Impact Advisors, LLC (dba Nia Impact Capital), a Delaware limited liability company (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 the 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 desire to enter into the arrangements described herein relating to certain expenses of the Fund in order to help maintain the Fund’s expense ratio within a certain operating expense limit; and
WHEREAS, the 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, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business) to the amount of the “Maximum Operating Expense Limit” applicable to the Fund and each class of shares thereof as set forth on the attached Schedule A.
2. The 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 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 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, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business) without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the Fund) that is equal to or less than the “Maximum Operating Expense Limit”
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of the respective class of shares of the Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by the 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, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business) do not exceed (x) the “Maximum Operating Expense Limit” for the respective class of shares of the Fund then in effect and (y) the Maximum Operating Expense Limit for the respective class of shares of the 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 the 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 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 the 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 the Fund 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.
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 the 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
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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 Fund or the 1940 Act.
Notice is hereby given that this Agreement is executed by the Trust on behalf of the 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 Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| ULTIMUS MANAGERS TRUST | NIA IMPACT ADVISORS, LLC DBA NIA IMPACT CAPITAL |
| By: /s/ Todd E. Heim | By: /s/ Kristin Hull |
| Name: Todd E. Heim | Name: Kristin Hull |
| Title: President | Title: Chief Executive Officer |
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SCHEDULE A
to
EXPENSE LIMITATION AGREEMENT
DATED APRIL 1, 2022
FOR ULTIMUS MANAGERS TRUST
OPERATING EXPENSE LIMITS
|
Fund Name |
Maximum Operating Expense Limit* |
Termination Date |
| Nia Impact Solutions Fund | 0.99% | June 30, 2025 |
* 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, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business.
May 6, 2022
Ultimus Managers Trust
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Re: Ultimus Managers Trust, File Nos. 333-180308 and 811-22680
Ladies and Gentlemen:
This letter is in response to your request for our opinion in connection with the filing of Post-Effective Amendment No. 216 to the Registration Statement, File Nos. 333-180308 and 811-22680 (the "Registration Statement"), of Ultimus Managers Trust (the "Trust").
We have examined a copy of the Trust's Agreement and Declaration of Trust, as amended and restated; the Trust's Bylaws; the Trust's record of the various actions by the Trustees thereof; and all such agreements, certificates of public officials, certificates of officers and representatives of the Trust and others, and such other documents, papers, statutes and authorities as we deem necessary to form the basis of the opinion hereinafter expressed. We have assumed the genuineness of the signatures and the conformity to original documents of the copies of such documents supplied to us as copies thereof. The opinions expressed herein are limited to matters of Ohio business trust law and United States Federal law as such laws exist today; we express no opinion as to the effect of any applicable law of any other jurisdiction. We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention, or changes in law that may occur hereafter.
Based upon the foregoing, we are of the opinion that, after Post-Effective Amendment No. 216 is effective for purposes of applicable federal and state securities laws, the shares of the Nia Impact Solutions Fund, (the "Fund"), if issued in accordance with the then current Prospectus and Statement of Additional Information of the Fund, will be legally issued, fully paid and non-assessable.
We give you our permission to file this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 216 to the Registration Statement. This opinion may not be filed with any subsequent amendment, or incorporated by reference into a subsequent amendment, without our prior written consent. This opinion is prepared for the Trust and its shareholders and may not be relied upon by any other person or organization without our prior written approval.
Very truly yours,
/s/
THOMPSON HINE LLP
AJD/MVW
Code of Ethics
Background
Nia has adopted a Code of Ethics as a prudent business practice to:
♦ Set forth standards of conduct expected of advisory personnel (including compliance with applicable federal and state securities laws);
♦ Safeguard material nonpublic information about clients, their holdings, and transactions;
♦ Require “access persons” to report their personal securities transactions;
♦ Ensure that the activities of the investment adviser and its personnel comply with the broad antifraud provisions of applicable securities statutes; and
♦ Ensure that conflicts of interest are fully identified, managed, and as necessary disclosed.
Code of Ethics Policy Statement
As an investment adviser, Nia has a fiduciary duty to its clients. This duty requires that Nia and its employees retain an undivided loyalty to clients wherein client interests always come before those of the Firm and its employees, without exception.
Nia has an obligation to uphold the fiduciary duty to clients and to facilitate employee compliance with security statutes and regulatory requirements. In addition to providing procedures regarding the identification, management, and disclosure of conflicts of interest which challenge the Firm, the Code of Ethics is intended to address aspects of compliance risk management which are not explicitly addressed in the Compliance Manual. In this regard, the Code of Ethics represents an important component of the Firm’s risk management program and by way of employee certification, places responsibility for compliance squarely upon each employee.
The Firm holds all employees accountable for adhering to and advocating the following general standards to the best of their knowledge and ability:
♦ Always place client interests first, never benefitting at the expense of advisory clients;
♦ Always act in an honest and ethical manner, including in connection with, and the handling and avoidance of, actual or potential conflicts of interest between personal and professional relationships;
♦ Always maintain the confidentiality of information concerning the identity of security holdings, financial circumstances and all material nonpublic information pertaining to clients and the Firm’s business activities;
♦ Fully comply with all applicable securities-related laws, rules, and regulations of federal, state and local governments and other applicable regulatory agencies;
♦ Annually attest in writing to comply with the Code of Ethics and Compliance Manual;
♦ Proactively promote ethical and honest behavior including, without limitation, the prompt reporting of violations of, and being accountable for adherence to, this Code of Ethics; and
♦ Report suspected noncompliance to the CCO.
Failure to comply with the Nia Code of Ethics may result in disciplinary action up to and including termination of employment.
Procedures for Code of Ethics Implementation
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The following procedures will be implemented by the CCO and observed by all access persons of the Firm pursuant to the Nia Code of Ethics. An access person is an employee that retains authorization to access material nonpublic information pertaining to clients or the confidential business activities of the Firm. Currently, all employees of Nia are deemed to be access persons under this Code of Ethics.
Insider Trading
Illegal insider trading generally refers to buying or selling a security, in breach of a fiduciary duty or other relationship of trust
and confidence, while in possession of material, nonpublic information about the security traded. Legal insider trading occurs
when insiders of the securities issuer accumulate/liquidate shares during legally permissible time frames.
Regulators define “material information” generally as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities were it to be disclosed in the public domain. Information is nonpublic if it has not been disseminated in the public domain (e.g., telephone directory, news media, etc.).
The Firm strictly prohibits trading personally or on behalf of others, directly or indirectly, based on the use of material, nonpublic or confidential information. Nia also prohibits the unauthorized communication or conveyance of material nonpublic information to others which is a violation of federal and state securities statutes. Employees who are aware of or who suspect the misuse of material nonpublic information should report such to the CCO. This policy applies to all Nia employees without exception.
Please note that regulators have determined that the term “material nonpublic information” relates not only to issuers but also to the adviser’s securities recommendations and client securities holdings and transactions.
Important aspects of insider trading statutes include the following:
♦ It is not necessary for the tipper or tippee to realize an economic gain to be indicted or penalized by the Department of Justice or the regulator.
♦ Scienter or knowledge of unauthorized use of material nonpublic information is not necessary for the tipper or tippee to be indicted or penalized by the Department of Justice or the regulator.
♦ With respect to the preceding, regulators will apply the legal doctrine of willful blindness to enforce insider trading regulations. This doctrine infers that if either the tipper or tippee “should have known” that unauthorized material nonpublic information was being communicated or conveyed relative to executing a securities transaction, they will be subject to penalty or formal accusation.
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Personal Securities Transactions
Initial Public Offerings (IPOs)
With exception accorded to transactions which are exempted as outlined in the “Exempted Transactions” section of this Code
of Ethics, no employee may acquire, directly or indirectly, beneficial ownership in any securities in an Initial Public Offering (“IPO”)
without first obtaining approval in writing from the CCO. Any acquisition by an employee in an IPO following CCO approval shall be recorded
on the appropriate Firm personal trading log or other designated reporting document and placed in an employee file or CCO designated compliance
file. The pre-approval will be valid for one day unless the CCO specifies otherwise in writing.
Limited or Private Offerings
Except in a transaction covered by the “Exempted Transactions” section of this Code of Ethics, no employee may acquire, directly
or indirectly, beneficial ownership in any securities in a Limited or Private Offering without first obtaining approval in writing from
the CCO. Hedge fund, private equity, and crowdfunding investments (among others) fall into this category. The pre-approval period will
be specified by the CCO.
Miscellaneous Restrictions
Margin Accounts
Employees are prohibited from purchasing securities on margin, unless pre-approved in writing by the CCO.
Short Sales
Employees are prohibited from selling any security short that is owned by any client of the Firm, except for short sales “against
the box”.
CCO Pre-approval
Employees may maintain accounts that are managed by Nia and are counted as supervised assets of the Firm. Generally, these accounts are
traded at the same time as other client accounts to the extent a holding is purchased or sold across accounts with similar objectives.
The Firm aggregates trades to ensure that employees are never favored over clients.
From time to time, employees of the Firm may buy or sell securities for themselves that are held in client portfolios, but are not trading simultaneously. In such cases, employees must receive written pre-approval from the CCO prior to transacting. The CCO will base pre-approvals of employee trades upon any known or potential conflict of interest and endeavor to ensure that clients are not disadvantaged. The CCO will log all written approvals and cross reference them against employee holdings and transactions as reported under the Code of Ethics or through oversight of related person accounts that represent accounts managed by Nia.
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Exempted Transactions
The prohibitions articulated in this section of the Code of Ethics shall NOT apply to:
♦ Purchases or sales of Mutual Fund securities
♦ Purchases or sales of ETFs
♦ Purchases or sales of S&P 500 securities
♦ Purchases or sales of the Nia Global Solutions Portfolio
♦ Purchases or sales of cryptocurrencies
♦ Direct obligations of the Government of the United States.
♦ Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements.
♦ Shares issued by money market funds.
♦ Purchases or sales initiated in any account over which the employee has no direct or indirect influence or control.
♦ Purchases which are part of an automatic investment plan, including dividend reinvestment plans.
♦ Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of rights so acquired.
♦ Open-end investment company shares other than shares of investment companies advised by the Firm or its affiliates or sub-advised by the Firm.
♦ Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.
♦ Acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.
Personal Trading Procedures and Reporting
Pre-Clearance
The pre-clearance requirements of this section of this Code of Ethics shall only apply to:
♦ Equity securities.
♦ Purchases or sales of IPOs.
♦ Purchases or sales of limited offering securities, such as hedge funds.
♦ Purchases or sales of private placements.
For any transaction where pre-clearance is required, the following procedures must be followed:
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See Appendix B for the Pre-Clearance Request Form for Equity Securities. See Appendix C for the Pre-Clearance Request Form for IPOs, Private Placements, and Limited Offerings.
Reportable Securities
Employees must submit duplicate account statements or otherwise provide reports for "reportable securities" in which the employee has, or acquires, any direct or indirect beneficial ownership.1 An employee is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the employee's household.2
Reportable securities are those securities defined in Section 202(a)(18) of the Advisers Act, including listed and unlisted securities, and private transactions (which include private placements, non-public stock, or warrants). Pre-clearance does not change the requirement to report transactions.
Reporting Requirements
Brokerage Account Disclosure
Every employee shall, no later than ten (10) days after the date of hire and annually thereafter, file a brokerage account report, disclosing a listing of all accounts holding reportable securities.
See Appendix D for a copy of the Brokerage Account Disclosure.
Holdings Reports
Every employee shall, no later than ten (10) days after the date of hire (or date designated as an access person) and annually thereafter, file a holdings report containing the following information:
♦ The title, exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount of each Reportable Security in which the employee had any direct or indirect beneficial ownership as of the date of the report;
♦ The name of any broker, dealer, or bank with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of the employee; and
♦ The date the report is submitted by the employee.
Another employee will review all CCO holdings reports. Initial holding report information must be current as of a date no more than 45 days prior to the date the person becomes an access person. Annual report information must be current as of a date no more than 45 days prior to the date the report was submitted.
See Appendix E for a copy of the Holdings Report.
1 Beneficial ownership exists if the employee, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect opportunity to profit or share in any profit derived from the relevant investment or account.
2 The SEC’s Code of Ethics rule defines an “immediate family member” as any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, father-in-law, mother-in-law, son-in-law, daughter-in-law, sister-in-law, brother-in-law (including adoptive relationship). If the immediate family member resides in the same household as the employee, they are subject to the Advisor’s personal securities trade reporting requirements.
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Quarterly Transaction Reports
Every employee shall, no later than 10 days after the end of calendar quarter, file transaction reports containing the following information:
♦ For each transaction involving a Reportable Security in which the employee had, or because of the transaction acquired, any direct or indirect beneficial ownership, the employee must provide the date of the transaction, the title, exchange ticker symbol or CUSIP number, type of security, the interest rate and maturity date (if applicable), number of shares and principal amount of each involved in the transaction;
♦ The nature of the transaction (e.g. purchase, sale);
♦ The price of the security at which the transaction was effected;
♦ The name of any broker, dealer, or bank with or through the transaction was effected
♦ The account name or number in which the transaction occurred; and
♦ The date the report is submitted by the employee.
See Appendix F for a copy of the Quarterly Transactions Report.
Employees may use duplicate brokerage confirmations and account statements in lieu of submitting quarterly transaction reports, if all the required information is contained in those confirmations and statements. In such cases, employees are still required to certify to transactions quarterly in writing.
Self-review of the CCO quarterly transaction reports is prohibited. The CCO will arrange for an access person to review CCO’s securities holdings and to pre-approve the CCO’s personal trading activity pursuant to the Firm’s pre-clearance requirements. In lieu of personally conveying holdings reports to the CCO, employees may instruct their broker to forward all required reporting electronically to Nia. In such cases, employees are still required to certify to holdings reports in writing.
Reporting Exemptions
The reporting requirements of this section of this Code of Ethics shall NOT apply to:
♦ Any report with respect to securities over which the employee has no direct or indirect influence or control.
♦ Transaction reports with respect to transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans.
♦ Transaction reports if the report would contain 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 thirty (10) days after the end of the applicable calendar quarter.
♦ Any transaction or holding report if the Firm has only one employee, so long as the Firm maintains records of the information otherwise required to be reported under the rule.
Report Confidentiality
All holdings and transaction reports will be held strictly confidential, except to the extent necessary to implement and enforce the provisions of the Code of Ethics or to comply with requests for information from law enforcement or government agencies.
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Prohibited Activities
Conflicts of Interest
Unidentified, undisclosed, and/or poorly managed conflicts of interest represent the primary risk set to be managed by the Firm’s
compliance program. Failure to identify, manage, and disclose as necessary conflicts of interest, undermine the Firm’s obligation
to adhere to its fiduciary duty wherein the Firm has an affirmative duty of care, loyalty, honesty, and good faith to act in the best
interest of its clients.
All employees are prohibited from engaging in any activity or retaining a personal interest that presents a “conflict of interest.” A conflict of interest may arise if the interests of the Firm or its employees interfere or appear to interfere with the beneficial interests of clients relative to the development and delivery of investment advice and related products. Regulators have identified a conflict of interest as a scenario where a person or firm has an incentive to serve one interest at the expense of another interest or obligation. This might mean serving the interest of the firm over that of a client, or serving the interest of one client over other clients, or an employee or group of employees serving their own interests over those of the firm or its clients.
A conflict of interest is generally present whenever a party acts or has an interest that makes it difficult for that party to perform the duties and responsibilities with which it has been entrusted. As noted in this Code of Ethics, the Compliance Manual does not address every potential scenario whereby an employee may find themselves conflicted with their responsibility to develop and/or deliver investment advice on behalf of the Firm. While the Code of Ethics does endeavor to address conflicts of interest in a proactive manner, employees are required to raise to the CCO any questions or areas of amplification that may be required.
Listed below are situations that most likely could result in a conflict of interest and that are prohibited under this Code of Ethics:
♦ Employees may not favor the interest of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which employees have made material personal investments, accounts of close friends or relatives of employees, etc.). This kind of favoritism would constitute a breach of fiduciary duty.
♦ Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly, or indirectly, because of such transactions, including by purchasing or selling such securities.
♦ Employees are prohibited from recommending, implementing, or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the CCO. If the CCO deems the disclosed interest to present a material conflict, the employee may not participate in any decision-making process regarding the securities of that issuer.
Gifts and Entertainment
Employees should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, employees should not offer gifts, favors, entertainment or other things of value that could
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be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Firm or its employees.
No employee may give or receive any gift, service, or other item of more than de minimis value from any person or entity that does business with or on behalf of the adviser without written pre-approval by the CCO. The annual receipt of gifts from the same source valued at $100.00 or less shall be considered de minimis. Additionally, the receipt of an occasional dinner, a ticket to an entertainment event also shall be of de minimis value if the person or an individual employed by the gifting entity is also present at the event. Each gift or entertainment item, either given and received, which exceeds the $100 threshold must be reported to the CCO.
No employee may give or accept cash gifts or cash equivalents to or from a client, prospective client, or provider that does business with or on behalf of the adviser. Bribes and kickbacks, either offered or received, are criminal acts and are strictly prohibited by statute and the Nia Impact Advisors Code of Ethics.
See Appendix G for the Gifts and Entertainment Report.
Political and Charitable Contributions
California Pay-to-Play Laws
To promote transparency and fairness in the governmental decision making process there are rules in place to prevent public officials from being unfairly influenced by contributors to their campaign. The type of activity these laws were enacted to limit are often referred to as “pay-to-play.” These practices are generally described as the making of campaign contributions and related payments to elected officials to influence the awarding of contracts for the management of public pension plan assets and similar government investment contracts. Regulators take the position that these activities are unethical and distort the process by which investment advisers are selected by government officials.
Section 84308 is a California statute implemented to prevent pay-to-play. This regulation prohibits a party seeking a contract (other than competitively bid), license, permit, or other entitlement for use from contributing more than $250 to an “officer” of the agency. Section 84308 covers all elected and appointed "officers" of an "agency" and their alternates, as well as candidates for elective public office. The term "officer" is very broadly defined under section 84308 and includes the governing board or commission of any public agency, as well as the head of an agency. One important exemption applies to members of the governor's cabinet, but only when they act in the capacity of secretary of an agency.
The scope of the statute is narrowed considerably, however, by the definition of the term "agency." Due to exemptions from the definition of agency (discussed below), the law applies primarily to appointed members of local boards and commissions, such as planning commissions. Additionally, California regulations require disclosure of gifts to officials at public agencies. The disclosure is made using Form 801. This form is to be used by all state and local government agencies to disclose payments made to the agency when the payments provide a personal benefit to an official of the agency. Examples may include travel, meals, or other benefits. Under certain circumstances, these payments will not result in a gift to the official, but will be considered a gift to the agency. The payments must be used for official agency business and must meet other requirements that are set out in FPPC Regulation 18944.2, which is available on the FPPC website at www.fppc.ca.gov. This form must be filed within 30 days of the use of the payment.
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California treats the giving of tickets to officials at state and local agencies slightly differently. FPPC Regulation 18944.1 regulates this practice, with disclosure made on Form 802.
Federal Pay-to-Play Laws
Rule 206(4)-5 under the Advisers Act generally prohibits an investment adviser from accepting compensation from a U.S.-based government entity client for two years if that adviser, or certain of its owners, executives, or employees, has made a Political Contribution (as defined below) to an elected official or candidate who is, or who, if elected, would be able to “influence” the selection or retention of the adviser. Intent to influence the selection or retention of the adviser is not required to trigger the two-year compensation ban. Government entities include all state and local governments, their instrumentalities, and all public pension plans and other collective government funds.
Political Contribution means:
♦ any contribution, which includes any gift, subscription, loan, advance, deposit of money or anything of value, made to:
♦ a candidate running for a U.S. state or local political office, or
♦ a candidate running for a U.S. federal office who currently holds a U.S. state or local political office, or
♦ political parties or PACs (as defined below) that may contribute to such campaigns;
♦ Any contribution made for the payment of debt incurred in connection with any such election; or
♦ Any contribution for transition or inaugural expenses of the successful candidate for a U.S. state or local political office.
Candidates for Federal Office
For avoidance of doubt, Political Contribution does not include a campaign contribution intended to be used for, or volunteer activities undertaken on behalf of, a candidate for U.S. federal office, such as the U.S. House of Representatives, U.S. Senate, or President of the United States, unless the candidate currently holds a U.S. state or local office.
Volunteer Activities
A donation of personal volunteer time to a covered elected official’s or candidate’s campaign or to a political party or PAC that may contribute to a covered elected official’s or candidate’s campaign is not a Political Contribution, if:
♦ The advisory firm has not solicited the individual’s volunteer efforts;
♦ The advisory firm’s resources – such as office space and telephones – are not used; and
♦ The volunteer work does not include fundraising activity.
Nia, as a matter of policy, will not solicit such volunteer efforts and prohibits use of its resources for such efforts. For avoidance of doubt, any volunteer activity for covered elected officials, candidates and political parties and PACs that does not fit within what is described above is considered a Political Contribution.
Special Considerations Regarding PACs
PACs are formed by corporations, labor unions, membership organizations, trade associations, and other organizations to solicit campaign contributions from individuals and then channel the resulting funds to
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candidates for elective office. If an entity has a PAC, contributions to the entity will be deemed Political Contributions unless the entity explicitly confirms that the contribution will be confined to the entity itself.
The Look-Back Provisions
Under another provision of Rule 206(4)-5 (the “Look-Back Provision”), Political Contributions a person made before he or she began work for the adviser in, or was promoted to, a “covered associate” position also may trigger the two-year ban. Thus, while the pay-to-play rules directly address only the Political Contributions of “covered associates,” Political Contributions that are made by other personnel may implicate the rules if such personnel are considered for promotion to a “covered associate” position.
The pay-to-play rules also: (a) prohibit the solicitation or coordination of campaign contributions from others on behalf of an elected official or candidate in a position to influence the selection or retention of the adviser, or on behalf of a political party of the state or locality where the adviser is seeking to provide advisory services to a government entity; and (b) bar advisers from using any third party to solicit investment advisory business from government clients, unless that third party is itself a permissible placement agent under Investment Advisers Act Rule 206(4)-5.
Indirect Contributions Also Prohibited
Finally, it is important to understand the exceptional breadth of the pay-to-play rules. They prohibit indirect acts that, if done directly, would violate the rules. This means that the pay-to-play rules prohibit directing contributions through third parties, such as spouses, family members, or companies affiliated with the adviser, if that activity would trigger the restrictions of the pay-to-play rules if the adviser or a “covered associate” engaged in it directly.
Policy
Nia may manage assets for or solicit business from government entity clients. Nia’s policy is to neither participate in nor permit employees to participate, directly or indirectly, in pay-to-play practices. Nia will not make Political Contributions or payments to or endorse or support political parties or candidates (including through intermediary organizations such as PACs or campaign funds). Nor will Nia directly or indirectly reimburse employees for individual Political Contributions or expenditures, or direct or induce employees to volunteer their personal time to candidates or use Nia facilities or resources to conduct volunteer activities in support of a candidate for public office. Nia’s policy requires employees to receive pre-approval from the CCO prior to making a Political Contribution.
Procedures
If an employee seeks to: (a) solicit investment advisory business from a government entity on behalf of Nia; or (b) directly or indirectly use a third party to solicit investment advisory business from a government entity for Nia, the employee should notify the CCO. This notification will ensure that Nia remains in full compliance with pay-to-play requirements. Nia’s general policy is not to use third-party solicitors for prospective client government contacts, as regulators impose strict registration requirements on such persons.
All employees are covered by this policy. Employees must receive written pre-approval from the CCO prior to Political Contributions made by themselves or immediate family or household members.
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As a rule, assuming pre-clearance has been received, employees, as individuals, may make monetary or in-kind Political Contributions to a government entity and its elected officials of up to $350 per election per candidate for elections in jurisdictions where they are eligible to vote. The exception to this guideline is if the official holds an office or seeks an office in the state of California, where the limit is $250. Furthermore, employees may make monetary or in-kind Political Contributions to a government entity and its elected officials of amounts up to $150 per candidate per election to officials and candidates for elections in jurisdictions where they are not eligible to vote. A primary election is considered separate and distinct from a general election. Nia (the entity) is prohibited from making any Political Contributions of any amount. The CCO has the authority to approve or deny any contemplated Political Contribution to ensure that Nia meets its fiduciary duty to clients and avoids any conflict of interest or appearance of pay-to-play engagement.
Political Contributions may include, but are not limited to, the following: a gift, subscription, loan, advance, deposit of money, in-kind contribution, such as campaign volunteer work or event hosting, or anything of value made to influence an election for a federal, state or local office, including any payments for debts incurred in such an election. It also includes transition or inaugural expenses incurred by a successful candidate for state or local office. Employees are prohibited from soliciting or coordinating campaign contributions from or through others to an elected official who can influence the selection of Nia as an adviser.
The CCO will perform a check on historical Political Contributions made by any new hires made prior to their employment with Nia, and may additionally perform a periodic public database check if deemed necessary to monitor compliance with pay-to-play and Nia’s reporting requirements.
See Appendix H for the Political Contributions Report. See Appendix I for the Political Contributions Request.
Confidentiality
Employees shall respect the confidentiality of information acquired while performing professional duties and are prohibited from disclosing
such information in an unauthorized manner. Employees are permitted to disclose confidential information when they are legally obliged
to do so, in which case the employee will inform the CCO of the circumstances attendant to the legal or law enforcement scenario requiring
such disclosure. Employees are prohibited from using confidential information acquired in their work for their personal advantage. Employees
must keep all information about clients (including former clients) in strict confidence, including the client’s identity, the client’s
financial circumstances, the client’s security holdings, and advice furnished to the client by the Firm (unless the client consents
in writing).
Service on Board of Directors and Other Outside Interests
Employees shall not serve on the board of directors of publicly traded companies absent prior authorization by the CCO. Any such approval may only be made if it is determined that such board service will be consistent with the interests of the clients and of Nia, and that such person serving as a director will be isolated from those making investment decisions with respect to such company by appropriate procedures. A director of a private company may be required to resign, either immediately or at the end of the current term, if the company goes public during his or her term as director.
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Employees are generally permitted to participate in other outside business activities on a volunteer or compensated basis outside their service to the Firm on the condition that such participation is pre-approved by the CCO and does not conflict with the Firm’s ability to fulfill its fiduciary duty wherein all client interests are to be served first and foremost by Nia and its employees. Employees must report outside business activities to the CCO who is authorized to monitor and/or restrict the activity based solely upon an evaluation of conflict of interest issues. The CCO will ascertain if any authorized outside activities must be disclosed on Form ADV Part 2B or the employee’s Form U4. Any outside business activity in which an employee is engaged that predates this policy must also be reported to the CCO. At all times, employees are expected to comport themselves in a manner that is consistent with the Code of Ethics.
See Appendix J for the Outside Business Activities & Interests Report. See Appendix K for the Outside Business Activities Approval Request.
Compliance with Laws and Regulations
Employees are not permitted, in connection with the rendering of investment advice (including the purchase or sale, directly or indirectly, of a security held or to be acquired by a client):
♦ To defraud such client in any manner;
♦ To mislead such client, including making any statement that omits material facts;
♦ To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;
♦ To engage in any manipulative practice with respect to such client; or
♦ To engage in any manipulative practice with respect to securities, including price manipulation.
The legal doctrine of willful blindness has been very effectively applied by regulatory authorities in enforcement actions taken against advisers. The doctrine states that if regulators determine that an individual or firm “should have known” that noncompliant or fraudulent activity was underway, the individual or entity in question will be held accountable pursuant to federal or state securities statutes and (if appropriate) the antifraud provisions of the U. S. Criminal Code. Accountability is predicated primarily upon the institutionalized policies of the adviser. Willful blindness negates the excuse “I/we did not know”.
Certification of Compliance
Initial Certification
The Firm is required to provide all employees with a copy of its Code of Ethics. All employees are to certify in writing that they have: (a) received a copy of the Code of Ethics; (b) read and understand all provisions of the Code of Ethics; and (c) agree to comply with the terms of the Code of Ethics.
Acknowledgement of Amendments
The Firm must provide employees with amendments to the Code of Ethics and employees must submit a written acknowledgement that they have
received, read, and understand the amendments. The acknowledgement is embedded in the Compliance Manual Certification Form, found in Appendix
A.
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Annual Certification
All employees must annually certify that they have read, understood, and complied with this Code of Ethics and that the employee has made
all reports required by the Code of Ethics and has not engaged in any prohibited conduct. The acknowledgement is embedded in the Compliance
Manual Certification Form, found in Appendix A.
Records, Reporting, and Violations
Code of Ethics Recordkeeping
The CCO ensures that the Firm maintains the following records in accordance with recordkeeping regulations:
♦ A copy of each Code of Ethics that has been in effect at any time during the past five years;
♦ A record of any violation of the Code of Ethics and any action taken because of such violation for five years from the end of the fiscal year in which the violation occurred;
♦ A record of all written acknowledgements of receipt of the Code of Ethics and amendments for each person who is currently, or within the past five years was, an employee. These records must be kept for five years after the individual ceases to be an employee of the Firm;
♦ Holdings and transactions reports made pursuant to the Code of Ethics, including any brokerage confirmation and account statements made in lieu of these reports;
♦ A list of the names of persons who are currently, or within the past five years were, employees subject to the Code of Ethics;
♦ A record of all pre-clearance requests and any decision and supporting reasons for approving or denying the acquisition of securities by employees in initial public offerings, limited offerings, and private placements for at least five years after the end of the fiscal year in which approval was granted;
♦ A record of all reports under the Code of Ethics, including political contributions; and
♦ A record of any decisions that grant employees or employees an exception to or waiver under the Code of Ethics.
Handling of Violations
All employees must report Code of Ethics violations promptly to the CCO. If the CCO is involved in the violation or is unreachable, employees may report directly to another senior officer. All reports of violations will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Examples of Code of Ethics violations that must be reported are (but are not limited to):
♦ Noncompliance with securities statutes and related rules, and regulations;
♦ Exploiting conflicts of interest to the detriment of clients and/or the Firm;
♦ Fraud or illegal acts involving any aspect of the Firm’s business;
♦ Material misstatements in regulatory filings, internal books and records, or client records;
♦ Activity that is harmful to clients; and
♦ Deviations from compliance controls and procedures.
No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code of Ethics or Nia compliance policy. Retaliation against an individual who reports a violation is prohibited by federal statutes and constitutes a further violation of the Code of Ethics. The Firm may not
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and does not prohibit an employee from reporting an act of noncompliance to a regulatory or from collecting a whistleblower award.
Sanctions
Any violation of compliance policy, procedure or the Code of Ethics which is discovered by or reported to the CCO shall be reviewed and
investigated promptly. Such report shall include the corrective action taken and any recommendation for disciplinary action deemed appropriate
by the CCO. Such recommendation shall be based on, among other things, the severity of the infraction, whether it is a first or repeat
offense, and whether it is part of a pattern of disregard for the letter and intent of this Code of Ethics. As directed by the CCO, the
Firm may impose such sanctions for violation of the Code of Ethics as deemed appropriate, including, but not limited to:
♦ Letter of censure;
♦ Suspension or termination of employment;
♦ Reversal of a securities trade at the violator’s expense and risk, including disgorgement of any profit; and/or
♦ Pursuant to statute, referral to law enforcement or regulatory authorities.
Annual Review
The CCO shall review at least annually the adequacy of this Code of Ethics and the Nia compliance program. The review will ascertain efficacy
and implementation of this compliance policy and related procedures relative to the Nia business model and the applicable regulatory regime.
The annual review will include a record of all policy violations and exceptions with attendant mitigation. All changes made to the Code
of Ethics and Compliance Manual shall be “redlined” and retained within the Firm’s official books and records.