SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant SCHEDULE 14A INFORMATIONý
Filed by a Party other than the Registrant PROXY STATEMENT PURSUANT TO SECTION 14(a)o
OF THE SECURITIES EXCHANGE ACT OF 1934
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Unified Series Trust
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Unified Series Trust
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
Important Proxy Materials
UNIFIED SERIES TRUSTPLEASE CAST YOUR VOTE TODAY
Sound Mind Investing Fund
Sound Mind Investing Balanced Fund
c/o Huntington Asset Services, Inc.
2960 North Meridian Street, Suite 300
Indianapolis, Indiana 46208
(877) 764-3863
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held February 12, 2013
Dear Shareholders:Shareholder:
The Board
You are cordially invited to attend a Special Meeting of TrusteesShareholders (the “Meeting”) of Unified Series Trust (the “Trust”) is holding a special meeting (“Special Meeting”) of shareholders of the Sound Mind Investing Fund (the “SMI Fund”) and the Sound Mind Investing Balanced Fund (the “Balanced Fund”) (each a “Fund” and collectively, the “Funds”), each a series of the Trust, on Tuesday, February 12, 2013to be held at 10:00 a.m., Eastern Time. The meeting will be heldtime, on September 6, 2022 at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246. Formal notice of the Trust’s Administrator, Huntington Asset Services, Inc.Meeting appears after this letter, followed by the proxy statement. At the Meeting, shareholders of each series of the Trust (the “Shareholders”) will be asked to vote on a proposal to elect the following individuals to the Board of Trustees of the Trust: Freddie Jacobs Jr., located at 2960 North Meridian Street, Suite 300, Indianapolis, IN 46208.
The Special Meeting is being held to obtain shareholder approval:Catharine Barrow McGauley, Kenneth G.Y. Grant, Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little, Ronald C. Tritschler, and David R. Carson.
The Trust has fixedWe hope that you can attend the close of business on December 19, 2012 as the record date for determining shareholders entitled to notice of andMeeting in person; however, we urge you in any event to vote at the Special Meeting.
Each share of the Funds is entitled to one voteyour shares by completing and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Special Meeting. To assure your representation at the meeting, please completereturning the enclosed proxy and return it promptly in the accompanying envelope provided or voting by facsimile, whether or not you expecttelephone at your earliest convenience.
The Investment Company Act of 1940, as amended (the "1940 Act"), requires that, at all times, a majority of the Trustees have been elected by Shareholders and requires a certain percentage of the Trustees to be present athave been elected by shareholders before the meeting. If you attendBoard can appoint any new Trustees. To facilitate future compliance with this requirement, the meeting, you may revoke your proxyBoard now proposes to have Shareholders elect two new Trustees, Freddie Jacobs Jr. and vote your shares in person. It is very important that you return your signed proxy card promptly so thatCatharine Barrow McGauley, (each a quorum may be ensured“Nominee” and collectively, the costs of further solicitations avoided. As always, we thank you for your confidence“Nominees”) and support.
The Trust’sre-elect Kenneth G.Y. Grant, Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little, Ronald C. Tritschler, and David R. Carson (each an “Incumbent Trustee”) to serve on the Board of Trustees has carefully reviewedof the proposalTrust.
The Board of Trustees nominated Freddie Jacobs Jr. and Catharine Barrow McGauley, subject to Shareholder approval, to serve on the Board at a meeting held on May 19-20, 2022, and the Messrs. Condon, Hippenstiel, Little and Tritschler were appointed at the Trust’s organizational Board meeting on December 18, 2022 and were elected by the Trust’s Shareholders on December 18, 2002. Messrs. Grant and Carson were previously appointed by the Board without Shareholder approval on May 19, 2008 and August 19, 2020, respectively. The Board recommends that you vote “FOR” the proposal.
By Orderelection of each Trustee to serve on the Board of Trustees of the Trust,Trust.
Tara Pierson
SecretaryYour vote is important regardless of the number of shares you own. In order to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the proxy statement and cast your vote. It is important that your vote be received no later than September 5, 2022.
You can vote in one of four ways:
o Over the Internet, through the website listed on the proxy card,
o By telephone, using the toll-free number listed on the proxy card,
o By mail, using the enclosed proxy card -- be sure to sign, date and return the proxy card in the enclosed postage-paid envelope, or
o In person at the shareholder meeting on September 6, 2022.
We encourage you to vote by telephone or online using the control number that appears on the enclosed proxy card. Use of telephone and online voting will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed proxy statement carefully before you vote.
The Trust is sensitive to the health and travel concerns the Trust’s Shareholders may have and the protocols that federal, state and local governments may impose. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the Special Meeting may change. In the event of such a change, the Trust will announce alternative arrangements for the Special Meeting as promptly as practicable, which may include holding the Special Meeting by means of remote communication, among other steps, but the Trust may not deliver additional soliciting materials to Shareholders or otherwise amend the Trust’s proxy materials. The Trust plans to announce these changes, if any, at www.okapivote.com/USTMeeting and encourages you to check this website prior to the Special Meeting if you plan to attend.
We appreciate your participation and prompt response in this matter and thank you for your continued support. If you have any questions after considering the enclosed materials, please call Okapi Partners LLC, our proxy solicitation firm, toll-free at 1-844-343-2643.
Sincerely,
Martin R. Dean
President
Unified Series Trust
January 11, 2013NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD AT 10:00 A.M., EASTERN TIME, ON FEBRUARY 12, 2013: This Notice, Proxy Statement and the Fund’s most recent Annual Report to shareholders are available on the internet at www.smifund.com.SEPTEMBER 6, 2022. THE PROXY STATEMENT TO SHAREHOLDERS IS AVAILABLE AT WWW.OKAPIVOTE.COM/UST OR BY CALLING OKAPI PARTNERS LLC, TOLL-FREE AT 1-844-343-2643.
UNIFIED SERIES TRUST
Sound Mind Investing Fund
Sound Mind Investing Balanced Fund
c/o Huntington Asset Services, Inc.
2960 North Meridian Street, Suite 300
Indianapolis, Indiana 46208
(877) 764-3863
QUESTIONS AND ANSWERS
YOUR VOTE IS VERY IMPORTANT!
Dated: January 11, 2013Dear Shareholders:
NOTICE IS HEREBY GIVEN BY |
As a series of UST, each Existing Fund retains various service providers who provide an array of day-to-day operational services to the Existing Fund. These services include custody, fund administration, accounting, transfer agency, distribution and compliance (“Third Party Service Arrangements”). Currently, certain Third Party Service Arrangements are provided to UST by Huntington National Bank (custody), Huntington Asset Services, Inc. (administration, fund accounting and transfer agency), and Unified Financial Securities, Inc. (distribution). These service providers perform the same services for VAT, and therefore will continue on as service providers for the New Funds. The New Funds will be overseen by a different Board of Trustees different legal counsel and a different chief compliance officer. The lower costs associated with these different service providers, as well as lower insurance costs, are anticipated to result in lower costs for the New Funds.
The SMI Funds’ adviser expects that the SMI Funds will incur lower costs as series of VAT, a multiple series trust sponsored and administered by Huntington Asset Services, Inc. (“Huntington”). Huntington has confirmed to the adviser that VAT was organized with a lower cost structure, including lower trustees’ fees because VAT has two independent trustees (compared to five independent trustees for Unified Series Trust)Trust, lower D&O/E&O insurance premiums due to lower coverage levels, lower legal fees because VAT does not have separate independent counsel for the independent trustees (while Unified Series Trust does), and lower compliance fees because VAT does not have a chief compliance officer devoted full time to oversight of compliance for VAT (whereas UST does have a full time compliance officer).
SMI Advisory Services, LLC (“SMI”an open-end management investment company organized as an Ohio statutory trust (the “Trust”), the investment adviser to the Existing Funds, has determined that the Existing Funds could benefit from the lower cost operating structure of the VAT and, therefore, has recommended that the Existing Funds be reorganized as series of the VAT.
Existing Fund shareholders will become shareholders of the New Fund. Immediately after the Reorganization, each shareholder will hold the same number of shares of the New Fund, with the same net asset value per share and total value, as the shares of the Existing Fund that he or she held immediately prior to the Reorganization. Immediately thereafter, each Existing Fund will be liquidated.
Please refer to the Proxy Statement for a detailed explanation of the proposal. If the Plan is approved by shareholders of each Existing Fund at the Special Meeting of Shareholders (the “Special Meeting”), the Reorganization presently is expected to be effective on or about February 28, 2013.
The Reorganization will not shift portfolio management oversight responsibility. By engaging SMI to manage the New Funds, the current investment adviser to the Existing Funds will continue to use the same portfolio management team that has been responsible for the Existing Funds since their inception. The investment objective and strategies of the New Funds will be substantially identical to those of the Existing Funds.
The Reorganization will not affect most other services currently provided to the Existing Funds’ shareholders because the service providers that provide the Third Party Service Arrangements are the same for the New Funds as for the Existing Funds, with the exception of the Existing Funds’ legal counsel and chief compliance officer.
The Reorganization will move the assets of the Existing Funds from UST, which is an Ohio business trust, to the New Funds, series of VAT, which is organized as a Delaware statutory trust. As a result of the Reorganization, the New Funds will operate under the supervision of a different Board of Trustees. John C. Swhear, an officer of Huntington Asset Services, will serve as chief compliance officer of the VAT.
Scout Investments, Inc., through its Reams Asset Management division, will continue to be responsible for the management of the fixed income portion of the New Balanced Fund, and the subadviser’s portfolio managers who are primarily responsible for the day-to-day portfolio management of the fixed income portion of the Existing Balanced Fund will continue to be responsible for the day-to-day fixed-income portfolio management of the New Balanced Fund.
With respect to the overall operating expenses, the Reorganization is not expected to result in any increase in the net operating expense ratio of the New Funds compared to the current expense ratios of the Existing Funds. The primary purpose of the Reorganization is to lower the gross operating expenses of the Existing Funds by moving the Existing Funds from UST to VAT, which offers a lower cost operating structure. Total expenses paid by shareholders of the New Balanced Fund are not expected to change. Currently, SMI has contractually agreed to waive its fees and/or reimburse the Existing Funds for expenses through February 28, 2013, to the extent necessary so that total annual fund operating expenses of the shares do not exceed the annual rate of 1.50% with respect to the SMI Fund and 1.15% with respect to the Balanced Fund, excluding brokerage fees and commissions, borrowing costs (such as (a) interest expense and (b) dividends on securities sold short), taxes, extraordinary expenses, 12b-1 fees (if applicable), and any indirect expenses (such as fees and expenses of acquired funds) (the “Expense Cap”). The ratios of expenses to average net assets of the Existing Funds as reflected in the audited financial highlights contained in the annual report of the Existing Funds for the year ended October 31, 2012 were 1.15% for the SMI Fund and 1.49% for the Balanced Fund, of average daily net assets before the application of the Expense Cap. After application of the Expense Cap, the ratio for the Balanced Fund was 1.15% These expense ratios do not include fees and expenses of the underlying mutual funds acquired by the Funds. In conjunction with the Reorganization, SMI has agreed to extend for each New Fund the expense limitation arrangement through February 28, 2014 as described above.
UNIFIED SERIES TRUST
Sound Mind Investing Fund
Sound Mind Investing Balanced Fund
c/o Huntington Asset Services, Inc.
2960 North Meridian Street, Suite 300
Indianapolis, Indiana 46208
(877) 764-3863
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To Be Held February 12, 2013
Introduction
Unified Series Trust (the “Trust”) has called a special meeting (the “Special Meeting”“Meeting”) of the shareholders (the “Shareholders”) of each series of the Sound Mind Investing Fund (the “SMI Fund”) and the Sound Mind Investing Balanced Fund (the “Balanced Fund”)Trust listed on Schedule A hereto (each a “Fund” and collectively the “Funds”), each a series of the Trust, in order to seek shareholder approval of a proposal to reorganize (the “Reorganization”) each Fund from a series of the Trust to a corresponding and identically named series (each a “New Fund” and collectively, the “New Funds”) of Valued Advisers Trust (the “New Trust”). The Reorganization is not expected to result in any change in the way the Funds are managed or in the investment objective, policies and strategies of the Funds. Each Fund’s fees and expenses are not expected to increase as a result of the Reorganization. The primary purpose of the Reorganization is to lower the gross operating expenses of the Existing Funds by moving the Existing Funds from the Trust to the New Trust, which offers a lower cost operating structure. Total expenses paid by shareholders of the New Balanced Fund are not expected to change. SMI Advisory Services, LLC (the “Adviser”) will continue as investment adviser for each New Fund and the persons responsible for the day-to-day management of each Fund will be the same as those who will be responsible for the day-to-day management of each New Fund. The Reorganization is expected to be a tax-free reorganization for federal income tax purposes and therefore no gain or loss should be recognized by the Funds or their shareholders as a result of the Reorganization. The Special Meeting will be held at the offices of the Trust’s Administrator, Huntington Asset Services, Inc., located at 2960 North Meridian Street,Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 300, Indianapolis, IN 46208450, Cincinnati, OH 45246, at 10:00 a.m.A.M., Eastern Time,time, on Tuesday, February 12, 2013. This Proxy StatementSeptember 6, 2022. The purpose of the Meeting is to consider and form of proxy are being mailed vote on the following matters.
Proposal | Funds Voting | Recommendation of the Board of Trustees |
1. To elect the following individuals
to shareholders of recordserve on or about January 11, 2013.
Items for Consideration
The Special Meeting has been called by the Board of Trustees of the Trust for the following specific purposes:
Trust:
ALL | FOR | |||||||
Catharine Barrow McGauley | ALL | FOR | ||||||
Kenneth G.Y. Grant | ALL | FOR | ||||||
Daniel J. Condon | ALL | FOR | ||||||
Gary A. Hippenstiel | ALL | FOR | ||||||
Stephen A. Little | ALL | FOR | ||||||
Ronald C. Tritschler | ALL | FOR | ||||||
David R. Carson | ALL | FOR |
2. | To transact such other business as may properly come before the |
Only shareholders
It is not anticipated that any matter other than the election of Trustees will be brought before the Meeting.
Shareholders of record as of the close of business on July 5, 2022 will be entitled to notice of and to vote at the Meeting or any adjournment thereof. A proxy statement and proxy card solicited by the Trust are included herewith.
YOUR VOTE IS IMPORTANT
PLEASE VOTE BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD, THUS AVOIDING UNNECESSARY EXPENSE AND DELAY. YOU MAY ALSO EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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By order of the Board of Trustees of the Trust, | |
Elisabeth Dahl | |
Secretary | |
Dated: August 2, 2022 | Unified Series Trust |
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SCHEDULE A
Crawford Large Cap Dividend Fund
Crawford Small Cap Dividend Fund
Crawford Multi-Asset Income Fund
Dean Mid Cap Value Fund
Dean Small Cap Value Fund
Channel Short Duration Income Fund
Appleseed Fund
Auer Growth Fund
Tactical Multi-Purpose Fund
Fisher Investments Institutional Group Stock Fund for Retirement Plans
Fisher Investments Institutional Group ESG Stock Fund for Retirement Plans
Fisher Investments Institutional Group Fixed Income Fund for Retirement Plans
Fisher Investments Institutional Group ESG Fixed Income Fund for Retirement Plans
Fisher Investments Institutional Group U.S. Large Cap Equity Environmental and Social Values Fund
Fisher Investments Institutional Group U.S. Small Cap Equity Fund
Fisher Investments Institutional Group All Foreign Equity Environmental and Social Values Fund
Silk Invest New Horizons Frontier Fund
Standpoint Multi-Asset Fund
Absolute Core Strategy ETF
Ballast Small/Mid Cap ETF
LHA Tactical Beta Variable Series Fund
OneAscent Large Cap Core ETF
OneAscent Core Plus Bond ETF
NightShares 500 ETF
NightShares 2000 ETF
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE PROPOSAL
You should carefully read the entire text of the Proxy Statement. We have provided you with a brief overview of the Proxy Statement using the questions and answers below.
QUESTIONS AND ANSWERS
Q: What is happening? Why did I get this package of materials?
A: You received this package because you are a Shareholder of one or more of the following series of Unified Series Trust (the “Trust”): Crawford Large Cap Dividend Fund, Crawford Small Cap Dividend Fund, Crawford Multi-Asset Income Fund, Dean Mid Cap Value Fund, Dean Small Cap Value Fund, Channel Short Duration Income Fund, Appleseed Fund, Auer Growth Fund, Tactical Multi-Purpose Fund, Fisher Investments Institutional Group Stock Fund for Retirement Plans, Fisher Investments Institutional Group ESG Stock Fund for Retirement Plans, Fisher Investments Institutional Group Fixed Income Fund for Retirement Plans, Fisher Investments Institutional Group ESG Fixed Income Fund for Retirement Plans, Fisher Investments Institutional Group U.S. Large Cap Equity Environmental and Social Values Fund, Fisher Investments Institutional Group U.S. Small Cap Equity Fund, Fisher Investments Institutional Group All Foreign Equity Environmental and Social Values Fund, Silk Invest New Horizons Frontier Fund, Standpoint Multi-Asset Fund, Absolute Core Strategy ETF, Ballast Small/Mid Cap ETF, LHA Tactical Beta Variable Series Fund, OneAscent Large Cap Core ETF, OneAscent Core Plus Bond ETF, NightShares 500 ETF and NightShares 2000 ETF. The Trust is conducting a special meeting of Shareholders of the Funds (the “Meeting”) scheduled to be held at 10:00 a.m., Eastern Time, on September 6, 2022.
Q: What am I being asked to vote on?
A: You are being asked to elect the following individuals to the Board of Trustees of the Trust: Freddie Jacobs Jr., Catharine Barrow McGauley, Kenneth G.Y. Grant, Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little, Ronald C. Tritschler, and David R. Carson and the transaction of any other business (none currently contemplated) that may properly come before the Meeting or any adjournment thereof.
Q: Why am I being asked to elect Trustees?
A: The Investment Company Act of 1940, as amended (the "1940 Act"), requires that, at all times, a majority of the Trustees have been elected by Shareholders and requires a certain percentage of the Trustees to have been elected by Shareholders before the Board can appoint any new Trustees. To facilitate future compliance with this requirement, the Board now proposes to have Shareholders elect Freddie Jacobs Jr. and Catharine Barrow McGauley as new Trustees (the “Nominees”) and re-elect Kenneth G.Y. Grant, Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little, Ronald C. Tritschler, and David R. Carson (the “Incumbent Trustees”) to serve on the Board of Trustees of the Trust.
Q: Does the Board recommend that Shareholders vote to approve the election of the Trustees?
A: Yes. The Board unanimously recommends that the Shareholders of the Funds vote to elect Freddie Jacobs Jr. and Catharine Barrow McGauley and re-elect Kenneth G.Y. Grant, Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little, Ronald C. Tritschler, and David R. Carson to serve on the Board of Trustees of the Trust.
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Q: Who is eligible to vote?
A: Shareholders of record at the close of business on December 19, 2012July 5, 2022 are entitled to be present and to vote at the Meeting. Each share of record of a Fund is entitled to one vote (and a proportionate fractional vote for each fractional share) on each matter presented at the Meeting.
Q: How do I ensure that my vote is accurately recorded?
A: You may attend the Meeting and vote in person or you may vote by telephone or Internet or complete and return the enclosed proxy card. Proxy cards that are properly signed, dated and received prior to the Meeting will be voted as specified. If you specify a vote on any proposal, your proxy will be voted as you indicate, and any proposals for which no vote is specified will be voted FOR that proposal. If you simply sign, date and return the proxy card, but do not specify a vote on any of the proposals, your shares will be voted FOR all proposals.
Q: May I revoke my proxy?
A: You may revoke your proxy at any time prior to use by filing with the Secretary of the Trust an instrument revoking the proxy prior to the Meeting, by submitting a proxy bearing a later date, or by attending and voting at the Meeting.
Q: What will happen if there are not enough votes to have the Meeting?
A: It is important that Shareholders vote by telephone or Internet or complete and return signed proxy cards promptly, but no later than September 5, 2022 to ensure there is a quorum for the Meeting. If we do not receive your proxy card(s) in a few weeks, you may be contacted by officers of the Trust or Okapi Partners LLC, who will remind you to vote your shares. If we have not received sufficient votes to have a quorum at the Meeting or have not received enough votes to elect each Trustee, we may adjourn the Meeting to a later date so we can continue to seek more votes.
Q: What happens if Proposal 1 is not approved?
A: If the Shareholders of the Funds do not re-elect one or more of the Incumbent Trustees, those Trustees will continue to serve on the Board of Trustees. If the Shareholders do not elect one or more of the Nominees (Freddie Jacobs, Jr. or Catharine Barrow McGauley), the Board may reconsider whether to adjourn and reconvene the Shareholder Meeting, use its authority to appoint one or more Nominee without Shareholder approval, or may consider alternative Board candidates/nominees.
Q: Who will pay for the proxy solicitation?
A: Each Series of the Trust is paying a pro-rata portion of this proxy solicitation.
Q: Whom should I call for additional information about the Proxy Statement?
A: If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call Okapi Partners LLC toll-free at 1-844-343-2643.
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Unified Series Trust
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on September 6, 2022
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the Board of Trustees (the “Board” or “Board of Trustees”) of Unified Series Trust (the “Trust”) of proxies for use at the Special Meeting of Shareholders (the “Meeting”) of each series of the Trust: Crawford Large Cap Dividend Fund, Crawford Small Cap Dividend Fund, Crawford Multi-Asset Income Fund, Dean Mid Cap Value Fund, Dean Small Cap Value Fund, Channel Short Duration Income Fund, Appleseed Fund, Auer Growth Fund, Tactical Multi-Purpose Fund, Fisher Investments Institutional Group Stock Fund for Retirement Plans, Fisher Investments Institutional Group ESG Stock Fund for Retirement Plans, Fisher Investments Institutional Group Fixed Income Fund for Retirement Plans, Fisher Investments Institutional Group ESG Fixed Income Fund for Retirement Plans, Fisher Investments Institutional Group U.S. Large Cap Equity Environmental and Social Values Fund, Fisher Investments Institutional Group U.S. Small Cap Equity Fund, Fisher Investments Institutional Group All Foreign Equity Environmental and Social Values Fund, Silk Invest New Horizons Frontier Fund, Standpoint Multi-Asset Fund, Absolute Core Strategy ETF, Ballast Small/Mid Cap ETF, LHA Tactical Beta Variable Series Fund, OneAscent Large Cap Core ETF, OneAscent Core Plus Bond ETF, NightShares 500 ETF and NightShares 2000 ETF (each a “Fund” and together, the “Funds”). The principal address of the Trust is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. This proxy statement and form of proxy are being first mailed to Shareholders on or about August 2, 2022.
The purpose of the Meeting is to consider and vote on the following matters.
1. To elect the following individuals to serve on the Board of Trustees of the Trust:
a. | Freddie Jacobs Jr. |
b. | Catharine Barrow McGauley |
c. | Kenneth G.Y. Grant |
d. | Daniel J. Condon |
e. | Gary A. Hippenstiel |
f. | Stephen A. Little |
g. | Ronald C. Tritschler |
h. | David R. Carson |
Shareholders of each Fund, voting separately, must approve each Trustee.
2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Only Shareholders of record at the close of business on July 5, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.
At your request,
A proxy, if properly executed, duly returned and not revoked, will be voted in accordance with the Trust will send you a free copy of the most recent audited annual report for the Funds. At your request, the Trust will send you a free copy of the Funds’ current prospectus and statement of additional information. Please call the Funds at (877) 764-3863 or write to Huntington Asset Services, Inc., at 2960 North Meridian Street, Suite 300, Indianapolis, IN 46208 to request an annual report, a prospectus, a statement of additional information orspecifications therein. A proxy that is properly executed but has no voting instructions with any questions you may have relating to the Proxy Statement.
PROPOSAL I
With respect to each Fund,a proposal will be voted for that proposal. A Shareholder may revoke a proxy at any time prior to approve an Agreement and Plan of Reorganization, which provides for: (a)use by
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filing with the transfer of all the assets and liabilities of the Fund, a seriesSecretary of the Trust an instrument revoking the proxy, by submitting a proxy bearing a later date, or by attending and voting at the Meeting.
Okapi Partners LLC (“Okapi”) will solicit proxies for the Meeting. Okapi is responsible for printing proxy cards, mailing proxy material to Shareholders, soliciting brokers, custodians, nominees and fiduciaries, tabulating the returned proxies and performing other proxy solicitation services. The cost of these services is expected to be approximately $92,542 and will be paid by the respective Series of the Trust.
In addition to solicitation through the mail, proxies may be solicited by officers, employees and agents of the Trust or a Fund’s investment adviser. Such solicitation may be by telephone, facsimile or otherwise. It is anticipated that banks, broker-dealers and other financial institutions will be requested to forward proxy materials to beneficial owners and to obtain approval for the execution of proxies. The Trust has agreed to reimburse brokers, custodians, nominees and fiduciaries for the reasonable expenses incurred by them in connection with forwarding solicitation material to the identically named New Fund, which is a seriesbeneficial owners of shares held of record by such persons.
PROPOSAL 1: | ELECTION OF TRUSTEES |
In this proposal, Shareholders of the New Trust, in exchange for shares of the New Fund; and (b) the distribution of the shares of the New Fund pro rata by the Fund to its shareholders, in complete liquidation of the Fund (the “Reorganization”). Approval of the Reorganization includes approval of each Fund’s Advisory Agreement (and Sub-Advisory Agreement with respect to the Balanced Fund) and the carryover of amounts eligible for recoupment under the Expense Limitation Agreement with respect to the Balanced Fund.
SUMMARY OF PROPOSAL
Below is a brief summary of the Proposal and how it will affect the Funds and their shareholders. We urge you to read the full text of the Proxy Statement.
You are being asked to considerelect Freddie Jacobs, Jr. and Catharine Barrow McGauley (each a reorganization of your Fund. Each Fund is currently a series of Unified Series Trust and offers one class of shares. If approved by shareholders of each Fund, each Fund will be reorganized into its corresponding and identically named New Fund, a newly created series of“Nominee,” together the New Trust. The Reorganization will not change the name, investment objective, investment strategies or investment policies of the Funds. Each Fund’s investment adviser (and, for the Balanced Fund, its sub-adviser) and portfolio managers will remain the same. Each Fund’s administrator, transfer agent, distributor, and custodian will remain the same. Each shareholder will own the same number of shares of the New Fund immediately after the Reorganization as the number of Fund shares with the same net asset value as is owned by the shareholder immediately prior“Nominees”) to the Reorganization. The New Funds are expected to offer comparable mutual fund administration, custodial and distribution services as the Funds. The fees and expenses of the Funds are not expected to increase as a result of the Reorganization. The New Funds will have different trustees and a different chief compliance officer than the Funds, who will be responsible for overseeing the operations of the New Funds.
Pursuant to an Agreement and Plan of Reorganization, the Reorganization will be accomplished as follows with respect to each Fund: (a) the Fund will transfer all of its assets to the identically named New Fund, in exchange for shares of the New Fund and the New Fund will assume all of the liabilities of the Fund, and (b) the Fund will distribute the New Fund’s shares to its shareholders. Following the Reorganization, the Fund will be dissolved. A form of the Agreement and Plan of Reorganization is attached as Exhibit A (the “Reorganization Plan”).
Approval of the Reorganization with respect to a Fund will include approval of the Advisory Agreement between the New Trust and SMI Advisory Services, LLC (the “Adviser”) with respect to the Fund (and Sub-Advisory Agreement with respect to the Balanced Fund). Approval of the Reorganization with respect to the Balanced Fund will include approval of the carryover of $277,705, which was eligible for recoupment by the Adviser as of December 31, 2012 under the Expense Limitation Agreement between the Trust and the Adviser. That amount (plus any additional amount that accrues between January 1, 2013 and the date of the Reorganization) will be eligible for recoupment by the Adviser under the Expense Limitation Agreement between the New Trust and the Adviser, provided that such recoupment is made within three years following the fiscal year in which the
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particular waiver or reimbursement occurred and does not exceed the expense cap, and any recoupment must be approved in advance by the New Trust’s Board of Trustees.
The Board of Trustees of the Trust, includingTrust. Each Nominee has agreed to serve on the Board of Trustees for an indefinite term.
Shareholders of the Funds are also being asked to re-elect Messrs. Condon, Hippenstiel, Little, Tritschler, Grant and Carson, who are Incumbent Trustees. Messrs. Grant and Carson were appointed to that position by the Board on May 19, 2008 and August 19, 2020, respectively. The Investment Company Act of 1940, as amended (the “1940 Act”) requires a certain percentage of the Trustees to have been elected by shareholders before the Board can appoint any new Trustees. To facilitate future compliance with this requirement, the Board of Trustees now proposes to have Shareholders elect all Incumbent Trustees to their current positions.
Mr. Jacobs and Ms. McGauley were nominated for election to the Board by the Nominating Committee (the “Nominating Committee”) of the Board of Trustees. The Nominating Committee consists of all current Trustees, who are not an “interested persons”person” of the Trust as that term is defined in Section 2(a)(19) of the 1940 Act (referred to hereafter as “Independent Trustees”). For the purposes of evaluating the qualifications of candidates to the Board and of nominating qualified candidates for trustee membership on the Board, the Nominating Committee interviewed several candidates.
The Nominating Committee, at a meeting held on May 19, 2022, recommended to the Board that Mr. Jacbos and Ms. McGauley be nominated to the Board of Trustees. The Board approved the nomination at the same meeting. If elected, Mr. Jacobs and Ms. McGauley will be considered Independent Trustees as that term is defined under the 1940 Act.
Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little and Ronald C. Tritschler were appointed to the Board by the initial sole Trustee of the Trust at the Trust’s organizational meeting held on December 18, 2002, and were elected by the Trust’s Shareholders on December 18, 2002. Mr. Kenneth G. Y. Grant was appointed as a Trustee by the Board at a meeting held on May 19, 2008 and Mr. David R. Carson was appointed by the Board at a meeting held on August 19, 2020.
The Investment Company Act of 1940, (“Independent Trustees”as amended (the "1940 Act"), considered a draft of the Reorganization Plan and the representations by the Adviser, the New Trust, and the Funds’ administrator as to the benefits of the Reorganization to the Funds and the Funds’ shareholders, and determined, based on such representations,requires that, the Reorganization is in the best interest of each Fund and its shareholders, and that the interests of those shareholders will not be diluted as a result of the Reorganization.
If the Reorganization Plan is not approved by shareholders of one or both Funds, then the Trustees of the Funds will consider other appropriate action, which may include reorganization of the Fund(s) into a stand-alone or other multi-series trust.
The following documents have been filed with the SEC and are incorporated by reference into this Proxy Statement:
Prospectus and Statement of Additional Information (“SAI”) for the Funds dated February 28, 2012; and
Annual Report to Shareholders of the Funds, including financial statements for the fiscal year ended October 31, 2012.
The most recent annual report of the Funds, including financial statements, for the fiscal year ended October 31, 2012, has been mailed previously to shareholders. If you have not received this report or would like to receive additional copies free of charge or would like to receive copies of the Prospectus and SAI free of charge, please contact the Funds at the address set forth on the first page of this Proxy Statement or by calling (877) 764-3863, and they will be sent to you within three business days by first class mail.
REASONS FOR THE REORGANIZATION
The Reorganization of the SMI and SMI Balanced Funds, each a series of the Trust, into identically-named New Funds that are series of the New Trust, was reviewed by the Trust’s Board of Trustees (the “Board”), with the advice and assistance of Trust counsel and independent legal counsel to the Independent Trustees, at special Board meetings held on December 5 and December 10, 2012. In connection with these meetings, the Board was provided with information by the President of the New Trust, the Funds’ Adviser and the Funds’ administrator, Huntington Asset Services, Inc. (the “Administrator”), including financial data, background materials, analyses and other information such as responses to specific requests and questions raised by independent legal counsel in advance of the meetings. The Board reviewed, evaluated and discussed the financial data, materials, analyses and information provided to it at its meetings that it considered relevant, including a memorandum prepared by the President of the New Trust describing the proposed Reorganization, the Administrator’s analysis of projected expense savings the Funds would experience as series of the New Trust, and a copy of the executive summary of the annual compliance review conducted by the New Trust’s Chief Compliance Officer of the New Trust’s compliance policies and procedures. The Board also reviewed a draft Agreement and Plan of Reorganization; a draft Plan of Liquidation for the Funds; a draft indemnification letter from the Adviser; a draft proxy statement to be sent to the Funds’ shareholders requesting approval of the Reorganization; and a draft supplement to the Funds’ prospectus describing the proposed Reorganization.
In their deliberations, the Board members relied on the materials, presentations and representations made by the New Trust’s President, the Adviser and the Administrator regarding the Reorganization, including their representations that the Reorganization was in the best interest of each Fund and its shareholders and would result in cost savings to each Fund. The Board members did not identify any single factor that was paramount or
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controlling in their deliberations, and individual Board members may have attributed different weights to various factors. The general factors considered by the Board in assessing and approving the Reorganization included, among others, in no order of priority:
As a result, the Board, includingall times, a majority of the Independent Trustees approved the Reorganization of each Existing Fund into the identically-name New Fund, after determining that the Reorganization was in the best interests of each Fund and its shareholders due to the projected cost savings following the Reorganization,have been elected by Shareholders and that the interests of Fund shareholders would not be diluted because shareholders would not bear any costsa certain percentage of the Reorganization and becauseTrustees have been
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elected by the Reorganization is expected to be tax-free.
Theshareholders before the Board can appoint any new Trustees. To facilitate future compliance with these requirements, the Board now submitsproposes to shareholders of the Funds a proposalhave Shareholders elect Freddie Jacobs Jr. and Catharine Barrow McGauley and re-elect Kenneth G.Y. Grant, Daniel J. Condon, Gary A. Hippenstiel, Stephen A. Little, Ronald C. Tritschler, and David R. Carson to approve the Reorganization. If shareholders approve the Reorganization, and certain other conditions of the Reorganization Plan are met, the Trustees and officers of the Trust will execute and implement the Reorganization Plan. If approved, the Reorganization is expected to take place on or about 4:00 p.m. Eastern Time on February 28, 2013 (the “Closing Date”), although that date may be adjusted in accordance with the Reorganization Plan. Following the Reorganization, the Funds will be dissolved.
SUMMARY OF THE PLAN OF REORGANIZATION
Below is a summary of the important terms of the Reorganization Plan. This summary is qualified in its entirety by reference to the Reorganization Plan itself, which is set forth in Exhibit A to this Proxy Statement, and which we encourage you to read in its entirety.
Under the Plan of Reorganization, each Fund, a series of the Trust, will assign all of its assets and liabilities to the identically named New Fund, a newly organized series of the New Trust, in exchange for a number of New Fund shares equivalent in number and value to shares of the Fund outstanding immediately prior to the Closing Date (as defined above), followed by a distribution of those shares to Fund shareholders in complete liquidation of the Fund so that each Fund’s shareholders would receive shares of the New Fund equivalent to the number and
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value of Fund shares held by such shareholder on the Closing Date. Like the Trust, the New Trust is an open-end investment company registered with the Securities and Exchange Commission (“SEC”). If the Reorganization is approved and implemented, shareholders of each Fund will become shareholders of the corresponding New Fund. Each New Fund’s investment objective and principal investment strategies are identical to that of the identically named Fund. In addition, the Adviser to the Funds will continue to serve as the investment adviser to the New Funds and the Balanced Fund’s sub-adviser will continue to serve as sub-adviser to the identically-named New Fund. The Funds’ administrator, transfer agent, custodian, and distributor will continue to serve these same roles to the New Funds following the Reorganization. However, there are some differences between the Funds and the New Funds. The New Funds will be overseen by an entirely different Board of Trustees, and none of the members of the Board of Trustees of the Trust will serve on the Board of Trustees of the New Trust.
Information about the Nominees
Below is information about each nominee and the attributes that qualify each to serve as a Trustee. The New Trust has different legal counselinformation provided below is not all-inclusive. Many Trustee attributes involve intangible elements, such as intelligence, work ethic and an officerthe willingness to work together, as well as the ability to communicate effectively, exercise judgment, ask incisive questions, manage people and problems, and develop solutions. The Board does not believe any one factor is determinative in assessing a Trustee’s qualifications, but that the collective experiences of the Administrator services as chief compliance officernominees makes each highly qualified.
Generally, the Trust believes that the nominees are competent to serve because of each’s individual overall merits including: (i) experience, (ii) qualifications, (iii) attributes and (iv) skills. The Board believes each nominee possesses experiences, qualifications, and skills valuable to the Funds. Each nominee has substantial business and/or academic experience, effective leadership skills and ability to critically review, evaluate and assess information.
New Trust. If approved, the Reorganization is expected to close on or about 4:00 p.m. Eastern Time on February 28, 2013, although the date may be adjusted in accordance with the Reorganization Plan.Independent Trustee Nominees
The Reorganization is subject toNominating Committee concluded that Freddie Jacobs, Jr. should serve as a number of conditions set forth in the Reorganization Plan. Certain of these conditions may be waived by the Board of Trustees of eachTrustee of the Trust because he has more than 25 years of experience in the mutual funds industry serving in various roles. He currently serves as the Chief Operating Officer and Chief Risk Officer of Northeast Retirement Systems (NRS) and its subsidiary Global Trust Company (GTC). Mr. Jacobs is responsible for the New Trust. The significant conditions include approvalday-to-day operational delivery of NRS solutions to clients, the Reorganization Plan by shareholders of each Fund and the receipt of an opinion of counseltechnology that the Reorganization will be a tax-free reorganization for federal income tax purposes (neither of which may be waived). The Reorganization Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date, before or after approval by the shareholders of the Funds, by the Board of Trustees of the Trust. In addition, the Reorganization Plan may be amended upon mutual agreement.
COMPARISON OF THE FUNDS AND THE NEW FUNDS
Investment Objective, Limitations and Restrictions; Principal Investment Strategies and Risks
Each New Fund will have the same investment objective, limitations and restrictions,supports those services/solutions as well as principal investment strategiesthe compliance, risk and risks as the identically named Fund.
Fees and Expenses
The tables of Fees and Expenses and the Examples shown below are based on fees and expenses as shownGTC finance funds. He has over 25 years in the Funds’ prospectusmutual fund industry. Mr. Jacobs currently serves as a Trustee and on estimatesChair of the Finance Committee for Buckingham Browne & Nichols and a Trustee of Peak Income Plus Fund. He also serves as a board member for the Sportsmen’s Tennis and Enrichment Center and New Funds. The following table is designed to help you understand the feesEngland Tennis Association, and expenses that you may pay, both directly and indirectly, by investing in a New Fund’s Shares as compared to the Shares of a Fund.
Table of Fees and Expenses — Existing Funds
SMI Fund | Balanced Fund | |||||||
Shareholder Fees (fees paid directly from your investment) | ||||||||
Redemption Fee (as a percentage of the amount redeemed within 60 days of purchase) | 2.00 | % | 2.00 | % | ||||
Annual Fund Operating Expenses(expenses that are deducted from Fund assets) | ||||||||
Management Fees | 1.00 | % | 0.90 | % | ||||
Distribution (12b-1) Fees | 0.00 | % | 0.00 | % | ||||
Other Expenses | 0.15 | % | 0.59 | % | ||||
Acquired Fund Fees and Expenses | 0.99 | % | 0.63 | % | ||||
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Total Annual Fund Operating Expenses | 2.14 | % | 2.12 | % | ||||
Fee Waiver/Expense Reimbursement | 0.00 | % | (0.34 | %)1 | ||||
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Total Annual Operating Expenses Net of Fee Waiver | 2.14 | % | 1.78 | % | ||||
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Table of Fees and Expenses — New Funds
SMI Fund | Balanced Fund | |||||||
Shareholder Fees (fees paid directly from your investment) | ||||||||
Redemption Fee (as a percentage of the amount redeemed within 60 days of purchase) | 2.00 | % | 2.00 | % | ||||
Annual Fund Operating Expenses(expenses that are deducted from Fund assets) | ||||||||
Management Fees | 1.00 | % | 0.90 | % | ||||
Distribution (12b-1) Fees | 0.00 | % | 0.00 | % | ||||
Other Expenses1 | 0.14 | % | 0.54 | % | ||||
Acquired Fund Fees and Expenses | 0.99 | % | 0.63 | % | ||||
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Total Annual Fund Operating Expenses | 2.13 | % | 2.07 | % | ||||
Fee Waiver/Expense Reimbursement2 | 0.00 | % | (0.29 | %) | ||||
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Total Annual Operating Expenses Net of Fee Waiver | 2.13 | % | 1.78 | % | ||||
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Example
This example is intended to help you compare the costs of investing in the Funds and the New Funds with the costs of investing in other mutual funds. The Example assumes that you invest $10,000 in eachChairman of the FundsBoard for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that each Fund’s operating expenses remain the same. With respect to the Balanced Fund, only the first year of each period in the example takes into account the expense reimbursement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Existing Funds:
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Comparative Information on Shareholder Services
The New Funds will offer substantially similar shareholder services as the Funds, including telephone purchases and redemptions. The New Funds, like the Funds, offer an Automatic Investment Plan, which enables shareholders to make regular monthly or quarterly investments in shares through automatic charges to their checking account, and a Systematic Withdrawal Program.
Shares of the New Funds may be redeemed at a redemption price equal to the net asset value of the shares as next determined following the receipt of a redemption order and any other required documentation in proper form, less any applicable redemption fee. Payment of redemption proceeds for redeemed New Fund shares will generally be made within seven days after receipt of a redemption request in proper form and documentation.
Minimum Initial and Subsequent Investment Amounts
Each New Fund will offer a $2,500 minimum investment and $100 subsequent investment for regular accounts, retirement accounts or custodial accounts and a $2,000 minimum investment and $100 subsequent investment for Coverdell ESA accounts. These are the same minimums and subsequent investment amounts offered by the Funds.
Dividends and Distributions
The New Funds will have the same dividend and distribution policy as the Funds. Shareholders who have elected to have their dividends reinvested will continue to have dividends reinvested in the New Funds following the Reorganization. Shareholders who currently have capital gains reinvested in the Funds will continue to have capital gains reinvested in the New Funds.
Fiscal Year End
The Funds currently operate on a fiscal year ending October 31st. Following the Reorganization, the New Funds will also operate on a fiscal year ending October 31st.
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Comparative Information about the Trust and New Trust
The Trust is organized as an Ohio business trust under a Declaration of Trust and By-Laws (the “Governing Documents”). The New Trust is organized as a Delaware statutory trust under a Declaration of Trust and By-Laws (also “Governing Documents”). There are no material differences in shareholder rights between the Governing Documents of the Trust and New Trust.
The Investment Adviser, Subadviser, and Portfolio Managers
SMI Advisory Services, LLC, a limited liability company located at 11135 Baker Hollow Rd., Columbus, IN 47202, manages the investments of each Fund pursuant to an investment advisory agreement.
The Adviser provides each Fund with a continuous investment program consistent with the applicable Fund’s investment objectives and policies (as set forth in the Fund’s prospectus and SAI) and has overall supervisory management responsibility for the general management and investment of each Fund’s portfolio. The Adviser sets each Fund’s overall investment strategies, developing, constructing and monitoring the asset allocation, identifies securities for investment, determines when securities should be purchased or sold, selects brokers or dealers to execute transactions for each Fund’s portfolio and votes any proxies solicited by portfolio companies.
On behalf of the Balanced Fund, the Adviser has entered into a Subadvisory Agreement with Scout Investments, Inc., through its Reams Asset Management division (the “Subadviser”) pursuant to which the Subadviser manages the fixed income portion of the Balanced Fund’s portfolio. The Adviser supervises the Subadviser and continually monitors and evaluates the Subadviser’s performance to ensure that it does not deviate from the Subadviser’s stated investment strategy. The Adviser also periodically evaluates the Balanced Fund’s investment strategy to determine if changes are necessary, and rebalances the Fund’s asset allocation (including the allocation to the Subadviser) in response to market conditions, as well as to ensure an appropriate mix of elements in the BalancedCrispus Attucks Fund. From time to time, rather than allocating assets to the Subadviser, the Adviser may instead manage those assets directly by purchasing securities of open-end mutual funds and ETFs that invest primarily in fixed income securities.
The Adviser will have the same responsibilities under each New Fund’s investment advisory agreement. Each New Fund’s agreement will differ from the current agreement only with respect to the effective date of the agreement and the term of the agreement. Each New Fund’s agreement will have an initial term of two years.
The Adviser is a joint venture between Omnium Investment Company, LLC, and Marathon Partners, LLC. Omnium was formed in 2005 by Anthony Ayers and Eric Collier, each a Portfolio Manager of the Funds, and other senior managers of Omnium. Marathon Partners was formed in 2005 by Mark Biller, Senior Portfolio Manager of the Funds, Austin Pryor and other managers of Sound Mind Investing, a Christian non-denominational financial newsletter. Mr. Pryor is the publisher, and Mr. Biller is the Executive Editor, of Sound Mind Investing.
The SMI Fund is authorized to pay the Adviser a fee based on the Fund’s average daily net assets as follows:
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The Balanced Fund is authorized to pay the Adviser a fee based on the Fund’s average daily net assets as follows:
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The Adviser contractually has agreed to waive its management fee and/or reimburse certain operating expenses, but only to the extent necessary so that each Fund’s total annual operating expenses (excluding brokerage fees and commissions; borrowing costs such as (a) interest and (b) dividend expenses on securities sold short; any 12b-1 fees; taxes; any indirect expenses, such as fees and expenses incurred by other investment companies in which the Fund may invest; and extraordinary litigation expenses) do not exceed 1.50% of the average daily net assets with respect to the SMI Fund, and 1.15% with respect to the Balanced Fund. The contractual arrangement for each Fund is in place through February 28, 2013. Each waiver or reimbursement by the Adviser is subject to repayment by the applicable Fund within the three fiscal years following the fiscal year in which the particular expense or reimbursement was incurred; provided that such Fund is able to make the repayment without exceeding the applicable expense limitation.
The VAT Board of Trustees approved each New Fund’s investment advisory agreement at a meeting held on December 12, 2012. A discussion regarding the basis for the VAT Board’s approval of each agreement will be available in the Funds’ Semi-Annual Report to Shareholders for the period ending April 30, 2013.
Subadviser
The Adviser has entered into a Subadvisory Agreement with the Subadviser, pursuant to which the Subadviser manages the fixed income portion of the Balanced Fund’s portfolio. The Subadviser makes investment decisions for the assets it has been allocated to manage. The Adviser supervises the Subadviser’s compliance with the Fund’s investment objective, policies, strategies and restrictions, and monitors the Subadviser’s adherence to its investment style.
The Subadviser will have the same responsibilities under the New Balanced Fund’s Subadvisory agreement. The New Balanced Fund’s agreement will differ from the current agreement only with respect to the effective date of the agreement and the term of the agreement. The New Balanced Fund’s agreement will have an initial term of two years.
The Subadviser is a wholly owned subsidiary of UMB Financial Corporation. The Subadviser is located at 227 Washington Street, Columbus, Indiana, 47202. The Subadviser is compensated by the Adviser for its investment advisory services at an annual rate of 0.20% of the average daily net assets of the fixed income portion of the Balanced Fund’s portfolio managed by the Subadviser. These fees are paid by the Adviser, not by the Balanced Fund. The Subadviser provides continuous advice and recommendations concerning the Balanced Fund’s fixed income investments. In addition to providing investment subadvisory services to the Balanced Fund, the Subadviser serves as investment adviser to pension and profit-sharing plans and other institutional investors and serves as subadvisor to other open-end mutual funds.
The VAT Board of Trustees approved the New Balanced Fund’s subadvisory agreement at a meeting held on December 12, 2012. A discussion regarding the basis for the VAT Board’s approval of the agreement will be available in the Funds’ Semi-Annual Report to Shareholders for the period ending April 30, 2013.
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Portfolio Managers
The portfolio managers for the Funds will remain the same and will continue serving as such to the New Funds. Information on the portfolio managers is below. For more detailed information on the portfolio managers’ compensation information, other accounts managed, and ownership of shares of the Funds, see the Funds’ Statement of Additional Information.
Adviser’s Portfolio Managers
The Adviser’s investment team responsible for managing the day-to-day investment operations of each Fund consists of the following portfolio managers.
Mark Biller, Senior Portfolio Manager – Mr. Biller has ultimate decision-making authority regarding all portfolio decisions and trading practices of the advisor. Mr. Biller has been a portfolio manager of the SMI Fund since its inception in 2005, and of the Balanced Fund since its inception in December of 2010. His duties involve researching and selecting the underlying funds in which the Funds invest, upgrading each Fund’s investments in underlying funds, determining the overall allocation among equity and fixed income assets as well as style categories, and monitoring the performance of the Subadviser. In addition to his duties at the Adviser, Mr. Biller is the Executive Editor of the Sound Mind Investing newsletter. He joined Sound Mind Investing in January 2000 and he is responsible for co-managing the newsletter and its online business. Mr. Biller’s writings on a broad range of financial and investment topics have been featured in a variety of national print and electronic media, and he has also appeared as a financial commentator for various national and local radio programs. The Sound Mind Investing newsletter was first published in 1990. Since it was first published over 20 years ago, the newsletter has provided recommendations to tens of thousands of subscribers using a variety of investment strategies, including the fund upgrading strategy that is used by the Funds. Sound Mind Investing does not manage accounts for readers and readers independently make their own determinations whether to accept investment recommendations published in the newsletter. Mr. Biller earned his B.S. in Finance from Oral Roberts University in 1994.
Eric Collier, CFA – Mr. Collier is a co-Portfolio Manager responsible for researching and selecting each Fund’s investments, determining overall allocation among style categories, and trading, subject to the ultimate decision-making authority of the Senior Portfolio Manager. Mr. Collier has been a portfolio manager of the SMI Fund since its inception in 2005, and of the Balanced Fund since its inception in December of 2010. In addition to his duties at the Adviser, Mr. Collier is a co-founder of Omnium Investment Company, LLC. At Omnium, he conducts analytical and quantitative research, and risk management. Prior to co-founding Omnium,joining NRS in 2013 Mr. Collier workedJacobs spent two years at Oxford Group, Ltd, a fee-only financial services firm. At Oxford Group, Mr. Collier provided investment advice to several high net-worth individuals concentrating on investment and financial planning strategies. Prior to that Mr. Collier was an Investment Analyst and Registered Investment Advisor Representative for Webb Financial Advisors, an investment advisory firm, from 1997 to 2000,JP Morgan where he was responsible for due diligencethe 1940 Act Compliance Reporting Services Team and manager selection on large cap growthfour years with State Street Bank as a Risk Manager for Investor Services.
Prior to State Street's acquisition of Investors Bank and value securities, small cap growthTrust (IBT) Mr. Jacobs was the Director of Operational Risk and value securities, international cap securities,Compliance for Mutual Fund Administration at IBT. Mr. Jacobs began his career as an auditor at Arthur Andersen and fixed income securities.later worked at U.S. Bancorp Fund Services as an AVP in Fund Administration. Mr. CollierJacobs graduated from IndianaHampton University with a B.S.Bachelor's degree in Finance in 1998.Accounting. He also studied at the University of Maastricht in the Netherlands through the International Business Program at Indiana University. He has received the Chartered Financial Analyst (“CFA”) designation, and he is a memberCertified Public Accountant licensed in Wisconsin. These experiences were favorable factors in determining that Mr. Jacobs should be elected to the Board.
The Nominating Committee concluded that Catharine Barrow McGauley should serve as a Trustee of the CFA Institute (formerly the Association for Investment ManagementTrust because she has over 20 years of financial services industry experience which includes institutional and Research (“AIMR”)) and a member of the Investment Management Association of Indianapolis.
Anthony Ayers, CFA – Mr. Ayers is a co-Portfolio Manager responsible for researching and selecting each Fund’s investments, determining overall allocation among style categories, and trading, subject to the ultimate decision-making authority of the Senior Portfolio Manager. Mr. Ayers has been aindividual portfolio manager of the SMI Fund since its inception in 2005, and of the Balanced Fund since its inception in December of 2010. In addition to his duties at the Adviser, Mr. Ayers is a co-founder of Omnium Investment Company, LLC. At Omnium, he also conducts analytical and quantitativemanagement, securities research, and risk management. Mr. Ayers helped develop the Adviser’s
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risk management proceduresShe currently serves as lead portfolio manager for Atlantic Charter Insurance (ACI), one of Massachusetts’ leading workers’ compensation insurers. Ms. McGauley also currently serves as an investment councilor to a family office and senior analyst/advisor for a proprietary daily risk management reporting system.large real estate company in Boston and related family. Prior to co-founding Omnium, Mr. Ayers wasjoining ACI in 2010, Ms. McGauley spent two years as an Investment Analystinvestment advisor at Oxford Group, Ltd.,JP Morgan where he was responsibleshe managed over $100 million of investments for performinghigh net worth clients. She also spent four years as a portfolio manager searches and due diligence on various mutual fund portfolio managers specializing in large capitalized growth and value securities, small capitalized growth and value securities, international capitalized securities, and fixed income securities. Prior to that Mr. Ayerswith Wilmington Trust/Bigham Legg Advisors where she was a Senior Investment Representativevoting member of the firm’s investment
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committee whose responsibility was to determine the core strategic and tactical allocation of assets in client accounts. In addition, she is an active investment committee member for Charles Schwab, where he assisted high net-worth clients with developingseveral charities and trading complex option strategies, hedging concentrated portfolios, constructing diversified investment portfolios, risk management, and making individual stock and mutual fund recommendations. Mr. Ayers graduated from Indiana University withwas elected as a B.S.Trustee of Peak Income Plus Fund in FinanceMay, 2022. These experiences were favorable factors in 1996, and he is a CFA charter holder.
Subadviser’s Portfolio Managersdetermining that Ms. McGauley should be elected to the Board.
The following portfolio managers are jointly responsible for managingtable provides information regarding the day-to-day investment decisions for the fixed income portionNominees. Each Trustee serves as a trustee until termination of the Balanced Fund, subject toTrust unless the oversight of Mr. Mark Egan.Trustee dies, resigns, retires, or is removed.
Mark M. Egan, CFA – Mr. Egan joined the Subadviser on November 30, 2010. He oversees the entire fixed income division of the Subadviser and retains oversight over all investment decisions. Mr. Egan was a Portfolio Manager of Reams Asset Management Company, LLC from April 1994 until November 2010 and was a Portfolio Manager of Reams Asset Management Company, Inc. from June 1990 until March 1994. Mr. Egan was a Portfolio Manager of National Investment Services until May 1990.
Thomas M. Fink, CFA – Mr. Fink joined the Subadviser on November 30, 2010. He was a Portfolio Manager at Reams Asset Management Company, LLC from December 2000 until November 2010. Mr. Fink was previously a Portfolio Manager at Brandes Fixed Income Partners from 1999 until 2000, Hilltop Capital Management from 1997 until 1999, Centre Investment Services from 1992 until 1997 and First Wisconsin Asset Management from 1986 until 1992.
Todd Thompson, CFA – Mr. Thompson joined the Subadviser on November 30, 2010. He was a Portfolio Manager at Reams Asset Management Company, LLC from July 2001 until November 2010. Mr. Thompson was a Portfolio Manager at Conseco Capital Management from 1999 until June 2001 and was a Portfolio Manager at the Ohio Public Employees Retirement System from 1994-1999.
Steven T. Vincent, CFA – Mr. Vincent joined the Subadviser on November 30, 2010. He was a Portfolio Manager at Reams Asset Management Company, LLC from October 2005 until November 2010. Mr. Vincent was a Senior Fixed Income Analyst at Reams from September 1994 to October 2005.
EXPENSES OF THE REORGANIZATION
Huntington Asset Services, Inc., the administrator to the Trust and the New Trust, will bear all of the costs of the Reorganization.
OTHER SERVICE PROVIDERS
Upon closing of the Reorganization, the New Funds will have the same day-to-day operational service providers as the Funds, except that the New Funds will be advised by different legal counsel than advises the Funds.
*The address for each Trustee Nominee is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. **As of the date of this Proxy Statement the Trust consists of, and each Trustee Nominee would oversee, 31 series.
The Nominating Committee concluded that Stephen A. Little should continue to serve as a Trustee of the Trust. Mr. Little has been an Independent Trustee of the Trust since its inception in 2002. He has been a Trustee of Peak Income Plus Fund since May 2022. Mr. Little previously served as trustee to three other registered investment companies. In 1993, he founded an investment advisory firm that provides discretionary investment advice and advice on socially responsible investing. Mr. Little previously held
NASD Series 6, 7, and 22 licenses. Mr. Little received a B.A. from Wabash College and a M. Div. from Christian Theological Seminary. Prior to completing his education, Mr. Little served in the U.S. Marine Corps. Mr. Little was selected to serve as Trustee of the Trust based primarily on his experience in the investment management industry. These experiences, together with Mr. Little’s understanding of the Trust, having served as a Trustee since 2002, were favorable factors in determining that Mr. Little should be re-elected to the Board. The Nominating Committee concluded that Gary E. Hippenstiel should continue to serve as a Trustee of the Trust. Mr. Hippenstiel has served as a mutual fund trustee since 1995. He has been an Independent Trustee of the Trust since its inception in 2002, and he currently serves as Chairman of the Pricing & Liquidity Committee of the Board. He has been a Trustee of Peak Income Plus Fund since May 2022. Mr. Hippenstiel previously served as a trustee to three other registered investment companies and a variable insurance trust. In 2008, Mr. Hippenstiel founded an investment consulting firm and he also has served as Chairman of the investment committee for two family foundations. Prior to that, he served as Chief Investment Officer of Legacy Trust Company for 17 years, where he was responsible for establishing investment strategies and selecting and monitoring independent managers of trust accounts. Mr. Hippenstiel received a B.S. in Business Administration and an M.B.A. in Finance from the University of California, Berkeley. Mr. Hippenstiel was selected as Trustee based primarily on his experience in the investment management industry. These experiences, together with Mr. Hippenstiel’s understanding of the Trust, having served as a Trustee since 2002, were favorable factors in determining that Mr. Hippenstiel should be re-elected to the Board. The Nominating Committee concluded that Daniel J. Condon should continue to serve as a Trustee of the Trust. Mr. Condon has been an Independent Trustee of the Trust since its inception in 2002 and currently serves as Chairman of the Board. He previously served and Chairman of the Audit Committee and the Governance & Nominating Committee of the Board. He has been a Trustee of Peak Income Plus Fund since May 2022. Mr. Condon also served as trustee of three other registered investment companies. From 1990 to 2002, he served as Vice President and General Manager of an international automotive equipment manufacturing company. From 2002 to 2017 he served as CEO of various multi-national companies. Mr. Condon received a B.S. in Mechanical Engineering from Illinois Institute of Technology and an M.B.A. from Eastern Illinois University. He also received his registered Professional Engineer license. Mr. Condon was selected as Trustee based on his over 22 years of international business experience. These experiences, together with Mr. Condon’s understanding of the Trust, having served as a Trustee since 2002, were favorable factors in determining that Mr. Condon should be re-elected to the Board. The Nominating Committee concluded that Ronald C. Tritschler should continue to serve as a Trustee of the Trust. Mr. Tritschler has been an Independent Trustee of the Trust since its inception in 2002. He currently serves as Chairman of the Audit Committee. He has been a Trustee of Peak Income Plus Fund since May 2022. Mr. Tritschler also has served as trustee of three other registered investment companies. From 1989 to 2021, he was a director, vice president and general counsel of a company that operates convenience stores. Since 2001, Mr. Tritschler has been CEO, director and general counsel of a national real estate company. He also is a director of First State Bank of the Southeast and its holding company, as well as a member of its Directors’ Loan Committee, Audit Committee, and Personnel Committee. Mr. Tritschler is a Director of Mountain Valley Insurance Company, a Member of the Executive Board of The Lexington Chamber of Commerce, and a Member of the Hartland Executive Home Owners’ Association. Mr. Tritschler has been a Director of Standpoint Multi-Asset (Cayman) Fund, Ltd. since 2020. Mr. Tritschler received a B.A. in Business Administration from Baldwin-Wallace University and his J.D. and M.B.A. from the University of Toledo. Mr. Tritschler was selected to serve as a Trustee based primarily on his substantial business and legal experience and has now served on the Board since 2002. These experiences, together with Mr. Tritschler’s understanding of the Trust, having served as a Trustee since 2002, were favorable factors in determining that Mr. Tritschler should be re-elected to the Board.
The Nominating Committee concluded that Kenneth G.Y. Grant should continue to serve as a Trustee of the Trust. Mr. Grant, an Independent Trustee of the Trust since 2008, currently serves as Chairman of the Governance and Nominating Committee. He previously served as Chairman of the Board and has been a Trustee of Peak Income Plus Fund since May 2022. Mr. Grant has over 40 years of executive leadership experience, founding and leading multiple financial services firms. Previously, he was an Executive Vice President of a retirement benefit plan administrator, and a Director, Executive Vice President and Chief Officer Corporate Development for a trust company that sponsors private investment product. He was also a Director, Executive Vice President and Chief Officer Corporate Development for a firm administering more than US$1 trillion in global pension, endowment, corporate, public and other commingled assets. He was also an Executive Vice President of a retirement association serving multiple employers. Mr. Grant is a member of the Presbytery of Boston, Presbyterian Church (USA), Chair of the Investment Committee of the Massachusetts Council of Churches and previously a member of the Board, Lift Up Africa. He is a member, Dean’s Advisory Board, Boston University School of Theology and a Director, Oceana Palms Condominium Association, Inc. Mr. Grant has been a Director of Standpoint Multi-Asset (Cayman) Fund, Ltd. since 2019. He has a B.A. in Psychology from Syracuse University, a ThM in Theology and Ethics from Boston University and a M.B.A. from Clark University. Mr. Grant was selected to serve as a Trustee based primarily on his experience in investment and trust product development and administration, and financial service and retirement plan management. These experiences, together with Mr. Grant’s understanding of the Trust, having served as a Trustee since 2002, were favorable factors in determining that Mr. Grant should be re-elected to the Board. Incumbent Independent Trustees Messrs. Grant, Hippenstiel, Tritschler, Condon, and Little each have experience serving as trustees to other multi-series trusts, which means that they are familiar with issues relating to overseeing multiple advisers and multiple funds. Messrs. Hippenstiel, Little, and Grant also have experience conducting due diligence on and evaluating investment advisers – Mr. Hippenstiel as the Chief Investment Officer of Legacy Trust, Mr. Little as the President of a registered investment adviser, and Mr. Grant as an officer of a trust company which sponsors collective investment trusts and manages limited liability investment corporations. This means that they are qualified to review annually each adviser’s qualifications, including the qualification of the Adviser to serve as adviser to the Fund. The following table provides information regarding the Incumbent Independent Trustees. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires, or is removed.
*The address for each Trustee is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. **As of the date of this Proxy Statement the Trust consists of, and each Trustee oversees, 31 series. Incumbent Interested Trustee The Nominating Committee concluded that David R. Carson should continue to serve as a Trustee of the Trust. Mr. Carson has been an Interested Trustee of the Trust since 2020, and served as President of the Trust from 2016 to 2021. Since 2013, Mr. Carson has been a Senior Vice President and Vice President of Client Strategies at Ultimus Fund Solutions, LLC, the Trust’s current administrator. Mr. Carson served in other capacities, including chief compliance officer and chief operations officer, for other registered investment companies from 1994 to 2013. He also serves as a Trustee of Peak Income Plus Fund. These experiences, together with Mr. Carson’s understanding of the Trust, having served as a Trustee since 2020, were favorable factors in determining that Mr. Carson should be re-elected to the Board.
The following table provides information regarding the Incumbent Interested Trustee. Each Trustee serves as a Trustee until termination of the Trust unless the Trustee dies, resigns, retires, or is removed.
*The address for each Trustee is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. **As of the date of this Proxy Statement the Trust consists of, and each Trustee oversees, 23 series. Trust Officers The following table provides information regarding the officers of the Trust.
*The address for each Trustee is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. **As of the date of this Proxy Statement the Trust consists of, and each Trustee oversees, 23 series. Equity Securities Owned by Incumbent Trustees and Nominees The following table shows the dollar range of the shares beneficially owned by each Nominee and Incumbent Trustee as of July 5, 2022.
* The “Funds” refer to all active Funds in the Trust as of July 5, 2002. Trustee Compensation The Mr. Jacobs and Ms. McGauley were not Trustees during the fiscal year ended June 30, 2022, so they did not receive any compensation from the Trust, and
* The “Funds” refer to all active Funds in the Trust as of July 5, 2022. Leadership Structure, Risk Management and Committees The Board supervises the business activities of the As part of its efforts to oversee risk management associated with the Trust, the Board has established the Audit Committee, the Pricing & Liquidity Committee, and • The The Pricing & Liquidity Committee The Governance The Audit Committee and the Pricing & Liquidity Committee meet at least quarterly and each Committee reviews reports provided by administrative service providers, legal counsel and independent accountants. The Governance & Nominating Committee meets on an as needed basis. All Committees report directly to the full Board.
The Independent Trustees have engaged independent legal counsel to provide advice on regulatory, compliance and other topics. This legal counsel also serves as counsel to the Trust. In addition, the Board has engaged on behalf of the Trust Northern Lights Compliance Services, LLC, which provides a Chief Compliance Officer (“CCO”) who is responsible for overseeing compliance risks. The CCO is also an officer of the Trust and Assess the quality of the information the CCO receives from internal and external sources; Assess how Trust personnel monitor and evaluate risks; Assess the quality of the Trust’s risk management procedures and the effectiveness of the Trust’s organizational structure in implementing those procedures; Consider feedback from and provide feedback regarding critical risk issues to Trust and administrative and advisory personnel responsible for implementing risk management programs; and Consider economic, industry, and regulatory developments, and recommend changes to the Trust’s compliance programs as necessary to meet new regulations or industry developments. The (1) Fund Performance/Morningstar Report/Portfolio Manager’s Commentary (2) Code of Ethics review (3) NAV Errors, if any (4) Distributor Compliance Reports (5) Timeliness of SEC Filings (6) Dividends and other Distributions (7) List of Brokers, Brokerage Commissions Paid and Average Commission Rate (8) Review of 12b-1 Payments (9) Multiple Class Expense Reports (10) Anti-Money Laundering/Customer Identification Reports (11) Administrator and CCO Compliance Reports (12) Market Timing Reports The Board has not adopted a formal diversity policy. When soliciting future nominees for Trustee, the Board will make efforts to identify and solicit qualified minorities and women.
On an annual basis, the Trustees assess the Board’s and their individual effectiveness in overseeing the Trust. Based upon its assessment, the Board determines whether additional risk assessment or monitoring processes are required with respect to the Trust or any of its service providers. Based on the qualifications of each of the Trust’s Trustees and officers, the risk management practices adopted by the Board, including a regular review of several compliance and operational reports, and the committee structure adopted by the Board, the Trust believes that its leadership is appropriate.
The proxy holders have no present intention of bringing any other matter before the Meeting other than those specifically referred to above or matters in connection with or for the purpose of effecting the same. Neither the proxy holders nor the Board of Trustees are aware of any matters which may be presented by others. If any other business shall properly come before the OUTSTANDING SHARES AND VOTING REQUIREMENTS Record Date. The Board of Trustees
adjournment thereof. As of the Record Date, there were
Quorum and Required Vote. A quorum is the
Any such adjournment will require the affirmative vote of a majority of those shares represented at the If a quorum (more than 50% of the outstanding shares of a Fund) is present at the
Shares as to which a proxy card is returned by a Shareholder but which is marked “abstain” or “withhold” on the Proposal will be included in the Funds’ tabulation of
of determining a quorum and
5% Shareholders. As of the Record Date, the following Shareholders owned of record more than 5% of the outstanding shares of
ADDITIONAL INFORMATION ON THE OPERATION OF THE FUND Trust and Investment Advisers. The following is a list of all investment advisers to the series of the
Principal Underwriters. Northern Lights Distributors, LLC (the “NLD”) and Ultimus Fund Distributors, LLC (“UFD”) (collectively, the “Underwriters”) each Administration and Other Services. Ultimus Fund Solutions, LLC (“Ultimus”) provides administrative services and accounting and pricing services to the Funds. Ultimus is located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246. Transfer Agent Services. Brown Brothers Harriman & Co. (“BBH”) and Ultimus provide transfer agent and shareholder services to the Funds. BBH provides transfer agent and shareholder services for the Absolute Core Strategy ETF, Ballast Small/Mid Cap ETF, OneAscent Large Cap Core ETF, OneAscent Core Plus Bond ETF, NightShares 500 ETF, and NightShares 2000 ETF. Ultimus provides transfer agent and shareholder services for the remaining Funds in the Trust. BBH is located at 50 Post Office Square, Boston, Massachusetts 02110. Custodians. Huntington National Bank (“Huntington”), U.S. Bank, N.A. (“U.S. Bank”), BBH, and Fifth Third Bank, N.A. (“Fifth Third”) (collectively, the “Custodians”) each serve as a Independent Registered Public Accounting Firm. Cohen & Company, Ltd. (“Cohen”) is the independent registered public accounting firm for the Funds. Cohen is located at 151 N. Franklin Street, Suite 575, Chicago, Illinois 60606. Annual and Semiannual Reports. Each Fund will furnish, without charge, a copy of its most recent Annual Report and most recent Semi-Annual Report succeeding such Annual Report, if any, upon request.
OTHER MATTERS Shareholder Proposals. As an Ohio business trust, the Trust does not
and is not required to hold annual meetings of Shareholders, except under certain limited circumstances. The Board of Trustees does not believe a formal process for Shareholders to send communications to the Board of Trustees is appropriate due to the infrequency of Shareholder communications to the Board of Trustees. The Trust
Proxy Delivery. The Trust may only send one proxy statement to Shareholders who share the same address unless the Trust has received different instructions from one or more of
Date: August 2, 2022
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