As filed with the Securities and Exchange Commission on March 14, 2024
File No. 333-266066
File No. 811-23816
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
þ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
¨ Pre-Effective Amendment No. ___
þ Post-Effective Amendment No. 2
and/or
þ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
þ Amendment No. 4
RM OPPORTUNITY TRUST
(Exact Name of Registrant as Specified in Charter)
2245 Texas Dr., Suite 300
Sugar Land, TX 77479
(Address of Principal Executive Office) (Zip Code)
(281) 778-4900
(Registrant’s Telephone Number, including Area Code)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
New Castle County
Wilmington, DE 19801
(Name and address of agent for service)
Copies of communications to:
Gabriel Gallegos
Rocky Mountain Private Wealth Management, LLC
2245 Texas Dr., Suite 300
Sugar Land, TX 77479
Ryan S. Wheeler
Thompson Hine LLP
312 Walnut Street, 20th Floor
Cincinnati, Ohio 45202
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
Explanatory Note
This Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A (File No. 333-266066) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding an exhibit to such Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 2 does not change the form of any Prospectus or Statement of Additional Information included in post-effective amendments previously filed with the U.S. Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 2 shall become effective upon filing with the SEC.
PART A: PROSPECTUS
PART B: STATEMENT OF ADDITIONAL INFORMATION
PART C: OTHER INFORMATION
Item 28. Exhibits
Other Exhibits:
| 1 | Incorporated by reference to the Registrant's Registration Statement Filed July 8, 2022, File No. 333-266066. |
| 2 | Incorporated by reference to the Registrant's Registration Statement Filed December 14, 2022, File No. 333-266066. |
| 3 | Incorporated by reference to the Registrant’s Registration Statement Filed December 22, 2023, File No. 333-266066. |
| 4 | Filed herewith. |
Item 29. Persons Controlled by or Under Common Control with the Fund
Not applicable.
Item 30. Indemnification
Pursuant to Section 6.5 of the Agreement and Declaration of Trust (the "Declaration"), every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise ("Covered Person"), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided under the Declaration to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the provisions of Delaware law and the Agreement and Declaration of the Registrant or the By-Laws of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
See “Management” in the Statement of Additional Information. Information as to the directors and officers of the Adviser is included in its Form ADV as filed with the U.S. Securities and Exchange Commission (File No. 801-126829) and is incorporated herein by reference thereto.
Item 32. Principal Underwriters
| (a) | The Distributor also acts as the principal underwriter for the following other investment companies: |
American Pension Investors Trust (d/b/a Yorktown Funds), Bruce Fund, Inc., Caldwell & Orkin Funds, Inc., Cantor Fitzgerald Sustainable Infrastructure Fund, Cantor Select Portfolios Trust, Capitol Series Trust, Centaur Mutual Funds Trust, Chesapeake Investment Trust, CM Advisors Family of Funds, Commonwealth International Series Trust, Conestoga Funds, Connors Funds, Cross Shore Discovery Fund, Dynamic Alternatives Fund, Eubel Brady & Suttman Mutual Fund Trust, F/m Funds Trust, Fairway Private Equity & Venture Capital Opportunities Fund, Flat Rock Enhanced Income Fund, HC Capital Trust, Hussman Investment Trust, James Alpha Funds Trust, James Advantage Funds, Lind Capital Partners Municipal Credit Income Fund, MSS Series Trust, Oak Associates Funds, ONEFUND Trust, Papp Investment Trust, Peachtree Alternative Strategies Fund, Schwartz Investment Trust, Segall Bryant & Hamill Trust, The Cutler Trust, The Investment House Funds, Ultimus Managers Trust, Unified Series Trust, Valued Advisers Trust, VELA Funds, Volumetric Fund, Waycross Independent Trust, and Williamsburg Investment Trust.
| (b) | The Directors and officers of the Distributor are as follows: |
| Name | Position with Underwriter | Positions with Fund |
| Kevin M. Guerette | President | None |
| Stephen L. Preston | Vice President, Chief Compliance Officer, Financial Operations Principal, and Anti-Money Laundering Compliance Officer | None |
| Douglas K. Jones | Vice President | None |
| Melvin Van Cleave | Vice President, Chief Technology Officer and Chief Information Security Officer | None |
The address of the Distributor 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
The books, accounts and other documents required by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of:
| Records Relating to: | Are located at: |
| Registrant’s Transfer Agent, Fund Accountant, Administrator, and Distributor | Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 |
| Registrant’s Custodian | Fifth Third Bank, NA 38 Fountain Square Plaza Cincinnati, Ohio 45263 |
| Registrant’s Investment Adviser | Rocky Mountain Private Wealth Management, L.L.C. 2245 Texas Drive, Suite 300 Sugar Land, Texas 77479 |
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized in the City of Sugar Land State of Texas on the 14th of March, 2024.
| RM Opportunity Trust | ||
| By: | /s/ Gabriel Gallegos | |
| Name: | Gabriel Gallegos | |
| Title: | President and Principal Executive Officer | |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following person in the capacities.
| Signature | Title | Date |
/s/ Gabriel Gallegos | President, Principal Executive Officer and Trustee | March 14, 2024 |
| Gabriel Gallegos | ||
Taylor Gallegos* | Treasurer, Principal Financial Officer and Trustee | March 14, 2024 |
| Taylor Gallegos | ||
Andrew Parmet* | Secretary and Trustee | March 14, 2024 |
| Andrew Parmet | ||
Hope Nawada* | Trustee | March 14, 2024 |
| Hope Nawada | ||
Julie ONeal* | Trustee | March 14, 2024 |
| Julie ONeal | ||
Brett Dolan* | Trustee | March 14, 2024 |
| Brett Dolan | ||
Lisa Meechel Munger* | Trustee | March 14, 2024 |
| Lisa Meechel Munger | ||
| * By: | /s/ Andrew J. Davalla | March 14, 2024 |
| Name: | Andrew J. Davalla | |
| Pursuant to Power of Attorney | ||
Exhibit Index
Exhibit No.
| Exhibit
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| (j)(2) | Consent of BBD, LLP, former Independent Registered Public Accounting Firm | |