Share Class & Ticker: Investor Institutional Prospectus January 28, 2024
  APPLX APPIX  

 

 

 

 

Investment Objective

Long-Term Capital Appreciation

 

Pekin Hardy Strauss, Inc.

227 West Monroe Street

Suite 3625

Chicago, IL 60606

 

(800) 470-1029

 

 

 

 

 

 

 

 

 

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

TABLE OF CONTENTS

 

SUMMARY SECTION   1
Investment Objective   1
Fees and Expenses of the Fund   1
Portfolio Turnover   2
Principal Investment Strategies   2
Principal Risks   3
Performance   6
Portfolio Management   7
Purchase and Sale of Fund Shares   8
Tax Information   8
Payments to Broker-Dealers and Other Financial Intermediaries   8
ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL STRATEGIES AND RELATED RISKS   8
Investment Objective   8
Principal Investment Strategies   8
About Sustainable Investing   10
Principal Risks of Investing in the Fund   11
Changes in Investment Objective or Policies   15
Temporary Defensive Positions   15
Portfolio Holdings   15
Cybersecurity Risks   15
ADDITIONAL INFORMATION ABOUT MANAGEMENT OF THE FUND   16
Adviser   16
Portfolio Managers   16
ACCOUNT INFORMATION   18
How to Buy Shares   18
How to Redeem Shares   22
Fund Policy on Market Timing   24
Determination of Net Asset Value   26
Dividends, Distributions and Taxes   27
FINANCIAL HIGHLIGHTS   29
DISCLAIMERS   32
FOR MORE INFORMATION   Back Cover

 

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SUMMARY SECTION

 

Investment Objective

 

The investment objective of the Appleseed Fund (the “Fund”) is long-term capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

 

Shareholder Fees (fees paid directly from your investment)

 

   

Investor

Class

 

Institutional

Class

Redemption Fee (as a percentage of the amount redeemed within 90 calendar days of purchase)   2.00%   2.00%

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

 

    Investor
Class
  Institutional
Class
Management Fee   0.85%   0.85%
Distribution (12b-1) Fees   None   None
Other Expenses:        
Administrative Services Fees1   0.25%   None
Remaining Other Expenses   0.51%   0.45%
Acquired Fund Fees and Expenses   0.08%   0.08%
Total Annual Fund Operating Expenses   1.69%   1.38%
Fee Waiver/Expense Reimbursement1,2   (0.47)%   (0.35)%
Total Annual Fund Operating Expenses3
After Fee Waiver/Expense Reimbursement
  1.22%   1.03%

 

1. The Fund’s adviser, Pekin Hardy Strauss, Inc. (the “Adviser”) has contractually agreed to limit its receipt of payments under the Fund’s Administrative Services Plan to 0.19% of the average daily net assets of Investor Class shares through January 31, 2025. This expense cap may not be terminated prior to this date except by the Board of Trustees (the “Board”).
2. The Adviser has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses in order to limit the Fund’s total annual operating expenses to 0.95% of the Fund’s average daily net assets through January 31, 2025 (excluding portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any amounts payable pursuant to a distribution or service plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended; any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board; expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business). This expense cap may not be terminated prior to this date except by the Board upon sixty days’ written notice to the Adviser. Each waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the waiver/expense payment and any expense limitation in effect at the time of the recoupment.
3. Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets before waiver and reimbursement, and Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement do not correlate to the ratio of net expenses to average net assets, found in the “Financial Highlights” section of this prospectus. The Fund’s financial highlights reflect the operating expenses of the Fund and do not include the effect of Acquired Fund Fees and Expenses. Without the Acquired Fund Fees and Expenses, the Total Annual Fund Operating Expenses would be 1.61% for the Investor Class and 1.30% for the Institutional Class, and the Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement would be 1.14% for the Investor Class and 0.95% for the Institutional Class.

 

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Expense Example:

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Only the 1-year number shown below reflects the Adviser’s agreement to waive fees and/or reimburse Fund expenses. Although your actual costs may be different, based on these assumptions, your costs would be:

 

    1 year   3 years   5 years   10 years
Investor Class   $124   $487   $874   $1,959
Institutional Class   $105   $402   $722   $1,627

 

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the Example, above, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 63% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Fund invests primarily in a portfolio of equity securities of companies that are undervalued in the opinion of the Fund’s adviser, Pekin Hardy Strauss, Inc. (the “Adviser”). When selecting common stocks for investment by the Fund, the Adviser focuses on company valuation, looking for significant discrepancies between its own appraisal of the intrinsic value of a prospective investment and the market price of the investment. When determining a company’s intrinsic value, the Adviser looks closely at the fundamentals of the underlying business. In an effort to limit downside risk and maximize upside potential, the Adviser typically seeks companies that it believes have sustainable competitive positions, solid financials, and capable, shareholder-friendly management teams. The Fund expects to make significant investments in the Adviser’s best ideas, which means that the Fund may invest in a limited number of portfolio companies. The Adviser also considers a company’s sustainability performance with respect to environmental, social, and governance (“ESG”) factors when making investment decisions. The Fund seeks to avoid companies that are deemed inconsistent with these factors.

 

Equity securities in which the Fund may invest include common stocks and common stock equivalents (such as rights, warrants and convertible securities), other investment companies that invest primarily in equity securities, commodities, and commodity-related investments, including open and closed-end funds, exchange-traded funds (“ETFs”), business trusts (including equity real estate investment trusts (“REITs”), and income trusts) and publicly traded partnerships that invest in real estate or underlying real estate related businesses.

 

The Fund may invest without limit in securities of both U.S. and foreign issuers. The Fund may purchase foreign stocks directly or through American Depositary Receipts (“ADRs”) or Global Depositary Receipts (“GDRs”). The Fund may invest in common stocks of any market capitalization, including small- and mid-cap stocks.

 

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The Fund may also invest a portion of its assets in preferred stocks, and investment grade fixed income securities of any duration and maturity, such as U.S. Government and agency securities, domestic and foreign corporate bonds, foreign government bonds, money market mutual funds, certificates of deposit, and cash equivalents.

 

The Fund may use derivatives, such as options and futures, for both hedging and non-hedging purposes. For example, the Fund may use currency futures to increase or decrease the Fund’s exposure to a particular currency. The Fund may also invest in commodities- related investments, including in ETFs and trusts that invest in or track the price of gold or other precious metals.

 

The Fund is non-diversified, which means that it may invest a greater percentage of its assets in fewer issuers than a diversified fund.

 

Principal Risks

 

All investments involve risks, and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not insured or guaranteed by any government agency. As with any mutual fund investment, the Fund’s returns and share price will fluctuate, and you may lose money by investing in the Fund. Below are some of the specific risks of investing in the Fund.

 

Market and Geopolitical Risk. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. There is a risk that you may lose money by investing in the Fund.

 

Foreign Company Risk. Investing in foreign issuers may involve risks not associated with U.S. investments, including currency fluctuation, local withholding and other taxes, different financial reporting practices and regulatory standards, high costs of trading, changes in political conditions, expropriation, investment and repatriation restrictions, and settlement and custody risks. These risks are typically greater for investments in emerging markets.

 

Currency Risk. Foreign investments also may be riskier than U.S. investments because of fluctuations in currency exchange rates. Exchange rate fluctuations may reduce or eliminate gains or create losses. While the Adviser may attempt to hedge against currency exchange rate movements, there is no assurance that any hedging will be successful. In addition, if the Adviser attempts to profit on anticipated currency movements, there is a risk of losses to the extent the Adviser does not correctly anticipate such movements.

 

Depositary Receipt Risk. ADRs and GDRs are receipts, issued by depository banks in the United States or elsewhere, for shares of a foreign-based corporation that entitle the holder to dividends and capital gains on the underlying security. ADRs and GDRs may be sponsored or unsponsored. In addition to the risks of investing in foreign securities, there is no guarantee that an ADR or GDR issuer will continue to offer a particular ADR or GDR. As a result, the Fund may have difficulty selling the ADRs or GDRs, or selling them quickly and efficiently at the prices at which they have been valued. The issuers of unsponsored ADRs or GDRs are not obligated to disclose information

 

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that is considered material in the U.S. and voting rights with respect to the deposited securities are not passed through. ADRs or GDRs may not track the prices of the underlying foreign securities on which they are based, and their values may change materially at times when U.S. markets are not open for trading. Certain ADRs or GDRs are not listed on an exchange and therefore may be less liquid than exchange traded securities.

 

Value Risk. Undervalued stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, these stocks can continue to be inexpensive for long periods of time and may never realize their full economic value, and the Adviser’s value-oriented approach may fail to produce the intended results.

 

Excluded Securities Risk. The universe of acceptable investments for the Fund may be limited as compared to other funds due to the Fund’s ESG investment screening. Because the Fund does not invest in companies that do not meet its ESG criteria, and the Fund may sell portfolio companies that subsequently violate its screens, the Fund may be riskier than other mutual funds that invest in a broader array of securities. Although the Adviser believes that the Fund can achieve its investment objective within the parameters of ESG investing, eliminating certain securities as investments may have an adverse effect on the Fund’s performance.

 

Non-Diversification Risk. As a non-diversified fund, the Fund’s portfolio may focus on a limited number of companies. Because the Fund may hold the securities of fewer issuers than a diversified fund, the poor performance of an individual security in the Fund’s portfolio may have a greater negative impact on the Fund’s performance than if the Fund’s assets were diversified among a larger number of portfolio securities.

 

Small- and Mid-Cap Risk. Securities of companies with small and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the Fund’s portfolio.

 

Commodity Risk. When the Fund invests in commodities-related securities, including ETFs and trusts that invest in commodities, it will be subject to additional risks. The value of funds and trusts that invest in commodities such as gold is highly dependent on the prices of the related commodity. The demand and supply of these commodities may fluctuate widely based on many factors. ETFs that invest in commodities may make extensive use of derivatives, such as futures, options and swaps, which exposes them to further risks, including counterparty risk.

 

Precious Metals Risk. Prices of precious metals and of precious metal-related securities historically have been very volatile. The production and sale of precious metals by governments or central banks or other larger holders can be affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant impact on the prices of precious metals. Other factors that may affect the prices of precious metals and securities related to them include changes in inflation, the outlook for inflation and changes in industrial and commercial demand for precious metals.

 

Real Estate Risk. The value of REITs can be negatively impacted by declines in the value of real estate, adverse general and local economic conditions and environmental problems. REITs are also subject to certain other risks related specifically to their structure and focus, such as: (a) dependency upon management’s skills; (b) limited diversification; (c) heavy cash flow dependency; (d) possible default by borrowers; and (e) in many cases, less liquidity and greater price volatility.

 

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Investment Company Securities Risks. When the Fund invests in other investment companies, including open- and closed- end funds and ETFs, it will indirectly bear its proportionate share of any fees and expenses payable directly by the other investment company. Therefore, the Fund will incur higher expenses, many of which may be duplicative. In addition, the Fund may be affected by losses of the underlying funds and the level of risk arising from the investment practices of the underlying funds (such as the use of leverage by the underlying funds). ETFs are subject to additional risks such as the fact that the ETF’s shares may trade at a market price that is above or below its net asset value or an active market may not develop. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered speculative, including the use of derivative transactions and short selling techniques.

 

Closed-End Fund Risk. Because shares of closed-end funds trade on an exchange at market prices, their shares may trade at a price that is above or below their net asset value. This means that a closed-end fund’s shares may trade at a discount to its net asset value. The amount of public information available about closed-end funds generally is less than for open-end mutual funds. Consequently, the Adviser may make investment decisions based on information that is incomplete or inaccurate. Factors such as domestic economic growth and market conditions, interest rate levels and political events may affect the securities markets and from time to time can cause markets to fall substantially.

 

Business Trust Risks. Investments in REITS and other business trusts are subject to various risks related to the underlying operating companies controlled by such partnerships or trusts, including dependence upon specialized management skills and the risk that such management may lack, or have limited, operating histories.

 

Derivatives Risk. The use of options and futures, including currency futures, involves substantial higher risks and may subject the Fund to higher price volatility. There is no guarantee that derivatives activities will be employed or that they will work, and their use could cause lower returns or even losses to the Fund. Derivatives may have economic leverage inherent in their terms. As a result, a small investment in derivatives could have a potentially large impact on the Fund’s performance; and certain gains or losses may be amplified, increasing the volatility of the share price of the Fund.

 

Currency Futures Trading Risks. Currency futures trading involves additional risks. To the extent the Adviser’s view as to certain market movements or currency fluctuations is incorrect, the use of currency futures could result in losses greater than if they had not been used. In addition, currency futures trading has market risk, interest rate risk and country risk.

 

Fixed Income Risk. The issuer of a fixed income security may be unable or unwilling to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligations. If this occurs, or is perceived as likely to occur, the value of the security will likely fall. The market values of fixed income securities tend to fall when interest rates increase. Interest rate risk is generally greater for securities with longer durations.

 

Government Securities Risk. If a U.S. Government agency or instrumentality in which the Fund invests defaults and the U.S. Government does not stand behind the obligation, the Fund’s share price or yield could fall. Securities of U.S. Government sponsored entities are neither issued nor guaranteed by the U.S. Government. The U.S. Government’s guarantee of ultimate payment of principal and timely payment of interest of the U.S. Government securities owned by the Fund does not imply that the Fund’s shares are guaranteed by the Federal Deposit Insurance Corporation or any other government agency, or that the price of the Fund’s shares will not fluctuate.

 

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Issuer Cybersecurity Risk. Issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, exchange and other financial market operators, banks, brokers, dealers and other financial institutions may experience cybersecurity breaches. These breaches may result in harmful disruptions to operations and may negatively impact the financial condition of an issuer or market participant. The Fund and its shareholders could be negatively impacted as a result.

 

Performance

 

The bar chart below shows how the Fund’s investment results have varied from year to year as represented by the performance of Investor Class shares. The table below shows how the Fund’s average annual total returns compare over time to those of a broad- based securities market index. This information provides some indication of the risks of investing in the Fund. Past performance of the Fund is not necessarily an indication of how it will perform in the future.

 

Investor Class Annual Total Return (years ended December 31st)

 

Years

 

Highest/Lowest quarterly results during this time period were:

 

Best Quarter: 4th Quarter 2020 27.21%
Worst Quarter: 1st Quarter 2020 (33.48)%

 

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Average Annual Total Returns (for periods ended 12/31/23)

 

    One Year   Five Years   Ten Years
Investor Class            
Return Before Taxes   9.39%   5.74%   3.95%
Return After Taxes on Distributions   8.68%   4.99%   2.98%
Return After Taxes on Distributions and Sale of Fund Shares   5.72%   4.38%   2.92%
Institutional Class            
Return Before Taxes   9.63%   5.93%   4.15%
Morningstar Global Markets Small-Mid Cap Index1   16.28%   9.85%   6.73%

 

1 The Morningstar Global Markets Small-Mid Cap Index (“Morningstar Index”) measures the performance of global equity markets targeting the top 71% to 97% of stocks by market capitalization in both developed and emerging markets. The Morningstar Index does not incorporate ESG criteria. See further disclaimers on page 34 of this prospectus. The Morningstar Index returns do not reflect the deduction of expenses, which have been deducted from the Fund’s returns. The Morningstar Index returns assume reinvestment of all distributions and do not reflect the deduction of taxes and fees. An Individual cannot invest directly in the Morningstar Index. However, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index.

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). After-tax returns are shown for the Investor Class only and after-tax returns for the Institutional Class will vary. The returns of the index presented above assume reinvestment of all distributions and exclude the effect of taxes and fees (if expenses and taxes were deducted, the actual returns of the index would be lower).

 

Current performance of the Fund may be lower or higher than the performance quoted above. Performance data current to the most recent month end may be obtained by calling (800) 470-1029 or data current to the most recent quarter end may be accessed on the Fund’s website at www.appleseedfund.com.

 

Portfolio Management

 

Pekin Hardy Strauss, Inc. is the Fund’s investment adviser.

 

Portfolio Managers Primary Title with Adviser
Adam Strauss Co-Chief Executive Officer
Bill Pekin Chairman and Senior Vice President
Joshua Strauss Co-Chief Executive Officer
Shaun Roach Portfolio Manager
Joseph Plevelich Portfolio Manager

 

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Purchase and Sale of Fund Shares

 

Minimum Initial Investment To Place Orders
$2,500 for Investor Class shares By Mail: Appleseed Fund
$100,000 for Institutional Class shares c/o: Ultimus Fund Solutions, LLC
  P.O. Box 46707
Minimum Additional Investment Cincinnati, Ohio 45246-0707
None  
  By Phone: (800) 470-1029

 

You also may sell or redeem shares through your dealer or financial adviser. Please contact your financial intermediary directly to find out if additional requirements apply.

 

Tax Information

 

The Fund’s distributions are taxable and will be taxed as ordinary income or capital gains, unless you are investing through a tax- deferred arrangement, such as a 401(k) plan, IRA or 529 college savings plan. Tax-deferred arrangements may be taxed later upon withdrawal of monies from those accounts.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank or trust company), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create conflicts of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL STRATEGIES AND RELATED RISKS

 

Investment Objective

 

The Fund seeks long-term capital appreciation.

 

Principal Investment Strategies

 

The Fund invests primarily in a portfolio of equity securities of companies that are undervalued in the opinion of the Adviser. When selecting common stocks for investment by the Fund, the Adviser focuses on company valuation, looking for significant discrepancies between its own appraisal of the intrinsic value of a prospective investment and the market price of the investment. When determining a company’s intrinsic value, the Adviser looks closely at the fundamentals of the underlying business. In an effort to limit downside risk and maximize upside potential, the Adviser seeks out companies that it believes have sustainable competitive positions, solid financials, and capable, shareholder-friendly management teams.

 

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The Fund expects to make significant investments in the Adviser’s best ideas, which means that the Fund may invest in a limited number of portfolio companies that the Adviser believes are undervalued by the market. The Adviser will consider selling or reducing a holding when the stock price reaches the Adviser’s target price, when the Adviser’s appraisal of a company’s intrinsic value changes due to deteriorating fundamentals, or when better investment opportunities exist elsewhere. The Adviser typically attempts to minimize the creation of short-term capital gains, although this will not be a limiting factor if the Adviser decides to sell a security.

 

Equity securities in which the Fund may invest include common stocks and common stock equivalents (such as rights, warrants and convertible securities), other investment companies that invest primarily in equity securities, commodities, and commodity-related investments, including open- and closed-end funds, ETFs, preferred stock, business trusts (including REITs and income trusts) and publicly traded partnerships that invest in real estate or real estate related businesses. The Fund may purchase foreign stocks directly or through ADRs, which are receipts issued by U.S. banks for shares of a foreign company that entitle the holder to dividends and capital gains on the underlying security. The Fund may invest in common stocks of any capitalization, including, but not limited to, securities of small- and mid-capitalization companies. The Fund may invest in commodities-related investments, including in ETFs and trusts that invest in or track the price of gold or other precious metals. The Fund is non-diversified, which means that it may invest a greater percentage of its assets in a particular issuer, or in fewer issuers, than a diversified fund.

 

The Adviser seeks to fulfill the Fund’s investment objective, in part, by actively trading currency futures contracts (long or short) for hedging or non-hedging purposes. The Fund’s currency investments will typically represent one or more “G-10” currencies, which include the U.S. Dollar (USD), Canadian Dollar (CAD), Japanese Yen (JPY), Australian Dollar (AUD), New Zealand Dollar (NZD), British Pound Sterling (GBP), Euro (EUR), Swiss Franc (CHF), Swedish Krona (SEK), and Norwegian Krone (NOK), as well as currencies outside the G-10.

 

The Adviser may hedge against adverse currency exchange rate movements by taking short positions in currency futures contracts against the foreign currency in which portfolio securities are denominated. The successful use of these transactions will usually depend on the Adviser’s ability to forecast accurately currency exchange rate movements and effectively lock-in an exchange rate. The Adviser also may seek to profit by taking short positions in currency futures contracts when the Adviser anticipates a depreciation in the applicable currency, and taking long positions in currency futures contracts when the Adviser anticipates an appreciation in the applicable currency.

 

The Fund may also invest a portion of its assets in fixed-income securities of U.S. and foreign issuers, which may provide income and, in some cases, the potential for capital appreciation. The Fund may also purchase or sell futures and put and call options, which are sometimes referred to as derivatives. The Fund may use derivative transactions for any purpose consistent with its investment objective, such as for hedging or obtaining market exposure.

 

The Adviser reviews fundamental factors in assessing whether to invest in a company. In assessing the fundamentals of a prospective investment, the Adviser looks at certain non-financial fundamental factors such as environmental, social, and governance (“ESG”) performance. The Fund generally does not invest in companies that derive substantial revenues from the manufacturing of tobacco products, alcoholic beverages, pornography, or weapon systems, as determined by the Adviser. The Fund generally does not invest in companies that derive substantial revenues from the gambling industry. The Fund also generally does not invest in companies whose primary business involves the extraction, production or refining of fossil fuels. The Fund’s ESG evaluation criteria generally apply to investments in stocks and corporate bonds

 

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issued by portfolio companies at the time of investment and periodically thereafter. However, the Fund may continue to hold securities of companies that no longer meet its ESG screening criteria if the Adviser believes that the company is attempting to address its problems or to allow the Adviser adequate time to sell the security in a commercially reasonable manner at an attractive price. The Fund’s investments in government bonds, cash equivalents (such as money market funds or certificates of deposit, U.S. Government and government agency securities), derivative transactions, short sales and commodity-related investments are generally not evaluated for ESG factors. The Fund’s ESG evaluation criteria may be modified without shareholder approval.

 

About Sustainable Investing

 

Investment Selection Process

 

The Fund seeks to invest in securities that manage ESG risk exposures through their principal business activities. Investments are researched using a fundamental investing framework integrating ESG factors, including sustainability performance. The Fund’s evaluation of a particular security’s responsible investing characteristics generally involves both quantitative and qualitative analysis. If there is insufficient information about a security’s ESG performance, the Fund may determine to exclude the security from the Fund. The responsible investment criteria of the Fund may be changed without shareholder approval.

 

As described above, the Fund may invest in other investment companies that invest primarily in equity securities, commodities, and commodity-related investments, including open and closed-end funds, exchange traded funds (“ETFs”), business trusts (including equity real estate investment trusts (“REITS”), and income trusts) and publicly traded partnerships that invest in real estate or underlying real estate related businesses. Such investments will generally not be subject to the Fund’s ESG screening criteria and will not be required to be consistent with responsible investing principles otherwise applicable to investments made by the Fund. In addition, ETFs in which the Fund may invest may hold securities of issuers that do not operate in accordance with the Fund’s ESG screening or responsible investment criteria.

 

Shareholder Advocacy and Corporate Responsibility

 

The Adviser uses strategic engagement and shareholder advocacy to encourage companies to become more sustainable. Activities may include, but are not limited to:

 

Communication with Company Management. The Adviser may initiate dialogue with management through phone calls, letters and in-person meetings. Through its interaction, the Adviser seeks to learn about management’s approaches to ESG issues and sustainability reporting.

 

Shareholder Resolutions. The Adviser may propose that companies submit resolutions to their shareholders on a variety of ESG issues. By submitting formal resolutions, the Adviser may seek to ratify or request a specific action be taken by a corporate board.

 

Impact Investment Programs. In addition to the principal investment strategies described above, the Fund may make other types of investments that are not part of its principal investment strategies, such as impact investments in municipal bonds, certificates of deposit, shares of leveraged and inverse ETFs, securities issued by community development financial institutions and community banks, and may engage in short-sales of securities. These practices are subject to additional risks, which are discussed under Additional Information about Fund Investments and Risk Considerations in the Fund’s Statement of Additional Information.

 

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Principal Risks of Investing in the Fund

 

All investments involve risk, and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not insured or guaranteed by any government agency. As with any mutual fund investment, the Fund’s returns and share price will fluctuate, and you may lose money by investing in the Fund. Below are some of the specific risks of investing in the Fund.

 

Market and Geopolitical Risk. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on the value and risk profile of the Fund’s portfolio. The COVID-19 global pandemic and the aggressive responses taken by many governments had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment. Therefore, the Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments. In times of severe market disruptions you could lose your entire investment.

 

Foreign Company Risk. Investing in foreign issuers, either directly or through underlying ETFs, may involve risks not associated with U.S. investments, including settlement risks, currency fluctuation, local withholding and other taxes, different financial reporting practices and regulatory standards, high costs of trading, changes in political conditions, expropriation, investment and repatriation restrictions and settlement and custody risks.

 

Currency Risk. Foreign investments also may be riskier than U.S. investments because of fluctuations in currency exchange rates. Exchange rate fluctuations may reduce or eliminate gains or create losses. While the Adviser may attempt to hedge against currency exchange rate movements, there is no assurance that any hedging will be successful. In addition, if the Adviser attempts to profit on anticipated currency movements, there is a risk of losses to the extent the Adviser does not correctly anticipate such movements.

 

Depositary Receipt Risk. ADRs and GDRs are receipts, issued by depository banks in the United States or elsewhere, for shares of a foreign-based corporation that entitle the holder to dividends and capital gains on the underlying security. ADRs and GDRs may be sponsored or unsponsored. In addition to the risks of investing in foreign securities, there is no guarantee that an ADR or GDR issuer will continue to offer a particular ADR or GDR. As a result, the Fund may have difficulty selling the ADRs or GDRs, or selling them quickly and efficiently at the prices at which they have been valued. The issuers of unsponsored ADRs or GDRs are not obligated to disclose information that is considered material in the U.S. and voting rights with respect to the deposited securities are not passed through. ADRs or GDRs may not track the prices of the underlying foreign securities

 

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on which they are based, and their values may change materially at times when U.S. markets are not open for trading. Certain ADRs or GDRs are not listed on an exchange and therefore may be less liquid than exchange traded securities.

 

Value Risk. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company and other factors, or because it is associated with a market sector that generally is out of favor with investors. Undervalued stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, these stocks can continue to be inexpensive for long periods of time and may never realize their full economic value, and the Adviser’s value-oriented approach may fail to produce the intended results.

 

Excluded Securities Risk. The universe of acceptable investments for the Fund may be limited as compared to other funds due to the Fund’s ESG investment screening. Because the Fund does not invest in companies that violate its ESG criteria, and the Fund may sell portfolio companies that subsequently violate its screens, the Fund may be riskier than other mutual funds that invest in a broader array of securities. Although the Adviser believes that the Fund can achieve its investment objective within the parameters of ESG investing, eliminating certain securities as investments may have an adverse effect on the Fund’s performance.

 

Non-Diversification Risk. As a non-diversified fund, the Fund’s portfolio may focus on a limited number of companies. Because the Fund may hold the securities of fewer issuers than a diversified fund, the poor performance of an individual security in the Fund’s portfolio may have a greater negative impact on the Fund’s performance than if the Fund’s assets were diversified among a larger number of portfolio securities.

 

Small-and Mid-Cap Risk. The Fund may invest in stocks of small- and mid-cap companies, which may be more risky than stocks of larger companies. Many of these companies are young and have a limited track record. Their securities may trade less frequently and in more limited volume than those of more mature companies. As a result, small- and mid-cap stocks may be significantly more volatile than larger-cap stocks. Small- and mid-cap companies also may lack the managerial, financial or other resources necessary to implement their business plans or succeed in the face of competition. It may be difficult to sell a small- or mid-cap stock, and this lack of market liquidity can adversely affect the Fund’s ability to realize the market price of a stock, especially during periods of rapid market decline.

 

Commodity Risk. When the Fund invests in commodities-related securities, including ETFs and trusts that invest in commodities (such as gold), it will be subject to additional risks. The value of funds and trusts that invest in commodities (such as gold or silver) is highly dependent on the prices of the related commodity. The demand and supply of these commodities may fluctuate widely based on such factors as interest rates, investors’ expectation with respect to the rate of inflation, currency exchange rates, the production and cost levels of the producing countries and/or forward selling by such producers, global or regional political, economic or financial events, purchases and sales by central banks, and trading activities by hedge funds and other commodity funds. Commodity funds may use derivatives, such as futures, options and swaps, which may expose them to further risks, including counterparty risk (i.e., the risk that the party on the other side of their trade will default).

 

Precious Metals Risk. Prices of precious metals and of precious metal-related securities historically have been very volatile. The production and sale of precious metals by governments or central banks or other larger holders can be affected by various economic, financial, social and political factors, which may be unpredictable and may have a significant

 

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impact on the prices of precious metals. Other factors that may affect the prices of precious metals and securities related to them include changes in inflation, the outlook for inflation and changes in industrial and commercial demand for precious metals.

 

Real Estate Risk. When the Fund invests in REITs or publicly traded partnerships that invest in real estate, it is subject to risks generally associated with investing in real estate, such as: (i) possible declines in the value of real estate, (ii) adverse general and local economic conditions, (iii) possible lack of availability of mortgage funds, (iv) changes in interest rates, and (v) environmental problems. In addition, REITs and publicly traded partnerships that invest in real estate are subject to certain other risks related specifically to their structure and focus, such as: (a) dependency upon management’s skills; (b) limited diversification; (c) the risks of locating and managing financing for projects; (d) heavy cash flow dependency; (e) possible default by borrowers; (f) the costs and potential losses of self-liquidation of one or more holdings; (g) in many cases, relatively small market capitalization, which may result in less market liquidity and greater price volatility.

 

Investment Company Securities Risks. When the Fund invests in other investment companies, including open- and closed- end funds and ETFs, it will indirectly bear its proportionate share of any fees and expenses payable directly by the other investment company. Therefore, the Fund will incur higher expenses, many of which may be duplicative. In addition, the Fund may be affected by losses of the underlying funds and the level of risk arising from the investment practices of the underlying funds (such as the use of leverage by the underlying funds). ETFs are subject to additional risks such as the fact that the ETF’s shares may trade at a market price that is above or below its net asset value or an active market may not develop. Inverse and leveraged ETFs use investment techniques and financial instruments that may be considered speculative, including the use of derivative transactions and short selling techniques. To the extent that the Fund invests in ETFs that invest in commodities, it will be subject to the risk that the demand and supply of these commodities may fluctuate widely. Commodity ETFs may use derivatives, which exposes them to further risks, including counterparty risk (i.e., the risk that the institution on the other side of their trade will default).

 

Closed-End Fund Risk. The amount of public information available about closed-end funds generally is less than for open-end mutual funds. Consequently, the Adviser may make investment decisions based on information that is incomplete or inaccurate. In addition, because closed-end funds are not redeemable at the holder’s option, such funds typically trade primarily on the secondary market. The market price of a closed-end fund’s shares may be affected by its dividend or distribution levels (which are dependent, in part, on expenses), stability of dividends or distributions, general market and economic conditions, and other factors beyond the control of a closed-end fund. The foregoing factors may result in the market price of the shares of the closed-end fund being greater than, less than, or equal to, the closed-end fund’s net asset value. This means that a closed-end fund’s shares may trade at a discount to its net asset value. Overall stock market risks may affect the value of closed-end funds. Factors such as domestic economic growth and market conditions, interest rate levels and political events may affect the securities markets and from time to time can cause markets to fall substantially.

 

Business Trust Risks. Investments in REITs and other business trusts are subject to various risks related to the underlying operating companies controlled by such partnerships or trusts, including dependence upon specialized management skills and the risk that such management may lack, or have limited, operating histories.

 

Derivatives Risk. Options and futures, including currency futures, in the Fund’s portfolio involve higher risk and may subject the Fund to higher price volatility. There is no guarantee that derivatives

 

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activities will be employed or that they will work, and their use could cause lower returns or even losses to the Fund. Derivatives normally have economic leverage inherent in their terms. As a result, a small investment in derivatives could have a potentially large impact on the Fund’s performance; and certain gains or losses will be amplified, increasing the volatility of the share price of the Fund.

 

Currency Futures Trading Risks. Trading currency futures involves additional risks. To the extent the Adviser’s view as to certain market movements or currency fluctuations is incorrect, the use of currency futures could result in losses greater than if they had not been used. In addition, currency futures trading has market risk, interest rate risk and country risk. Market risk results from the price movement of foreign currency values in response to shifting market supply and demand. Since exchange rate changes can readily move in one direction, a currency position carried overnight or over a number of days may involve greater risk than one carried a few minutes or hours. Interest rate risk arises whenever a country changes its stated interest rate target associated with its currency. Country risk arises because virtually every country has interfered with international transactions in its currency. Interference has taken the form of regulation of the local exchange market, restrictions on foreign investment by residents or limits on inflows of investment funds from abroad.

 

Fixed Income Securities Risks. The issuer of a fixed income security, such as a corporate bond, may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security may decline because investors will likely demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by the Fund is likely to decrease. A nominal interest rate is the sum of a real interest rate and an expected inflation rate. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities.

 

Government Securities Risk. It is possible that the U.S. Government would not provide financial support to its agencies or instrumentalities if it is not required to do so by law. If a U.S. Government agency or instrumentality in which the Fund invests defaults and the U.S. Government does not stand behind the obligation, the Fund’s share price or yield could fall. Securities of U.S. Government sponsored entities, such as Freddie Mac or Fannie Mae, are neither issued nor guaranteed by the U.S. Government. The U.S. Government’s guarantee of ultimate payment of principal and timely payment of interest of the U.S. Government securities owned by the Fund does not imply that the Fund’s shares are guaranteed by the Federal Deposit Insurance Corporation or any other government agency, or that the price of the Fund’s shares will not fluctuate.

 

Issuer Cybersecurity Risk. Issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, exchange and other financial market operators, banks, brokers, dealers and other financial institutions may experience cybersecurity breaches. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; ransomware; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. These breaches may result in harmful disruptions to their operations and may negatively impact the financial condition for the municipal issuer, counterparty or other market participant. The Fund and its shareholders could be negatively impacted as a result.

 

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Changes in Investment Objective or Policies

 

The Board may change the Fund’s investment objective without shareholder approval upon 60 days’ written notice to shareholders. The Fund’s other investment policies and strategies may be changed by the Board without shareholder approval unless otherwise provided in this prospectus or in the Statement of Additional Information.

 

Temporary Defensive Positions

 

In response to adverse market, economic, political or other conditions, the Fund may take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies, such as investing some or all of the Fund’s assets in cash or cash equivalents. The Fund may also choose not to use these temporary defensive strategies for a variety of reasons, even in volatile market conditions. Engaging in these temporary defensive measures may cause the Fund to miss out on investment opportunities and may prevent the Fund from achieving its investment objective. While temporary defensive positions are designed to limit losses, these strategies may not work as intended.

 

Portfolio Holdings

 

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information, which is available at www.appleseedfund.com.

 

Cybersecurity Risks

 

The computer systems, networks and devices used by the Fund and its service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate its NAV; impediments to trading; the inability of the Fund, the Adviser, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information.

 

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ADDITIONAL INFORMATION ABOUT MANAGEMENT OF THE FUND

 

Adviser

 

Pekin Hardy Strauss, Inc. serves as investment adviser to the Fund. The Adviser provides the Fund with a continuous investment program and determines the composition of the Fund’s portfolio. The Adviser is a corporation organized under the laws of the State of Delaware and began operations in 1990. In addition to managing the Fund, the Adviser provides investment advisory services to institutional individual and family clients.

 

For its services, the Adviser is entitled to receive a management fee at the annual rate of 0.85% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its management fee and/or reimburse the Fund for a portion of other expenses (excluding portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any amounts payable pursuant to a distribution or service plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended; any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board; expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business), in order to limit the Fund’s total annual operating expenses to 0.95% of the Fund’s average daily net assets. The contractual agreement is in place through January 31, 2025 and may not be terminated prior to this date except by the Board upon sixty days’ written notice to the Adviser. Each waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the waiver/expense payment and any expense limitation in effect at the time of the recoupment. During the fiscal year ended September 30, 2023, the Adviser received a management fee equal to 0.46% of the average daily net assets of the Fund, after fee waivers and expense reimbursements.

 

A discussion of the factors that the Board considered in renewing the Fund’s management agreement is contained in the Fund’s annual report to shareholders dated September 30, 2023.

 

Portfolio Managers

 

The Fund’s portfolio managers work closely with members of the Adviser’s research team and manage investment decisions for the Fund as a team. In order to align the Adviser’s own interests with those of Fund shareholders, Adam Strauss, Joshua Strauss and Bill Pekin have consistently invested personally in the Fund. Shaun Roach and Joseph Plevelich also have investments in the Fund.

 

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Adam Strauss is Co-CEO of the Adviser. Mr. Strauss also manages separate account portfolios unrelated to the Fund. Prior to joining the Adviser in 2004, Mr. Strauss worked in several operating roles, as Sr. Vice President of Corporate Development at EquipNet, Inc. (2000-2004) and as VP of Business Development at Frontier Natural Brands (1997-2000). Mr. Strauss began his career as a management consultant, at Gemini Consulting (1992-1994) and, prior to that, at Andersen Consulting (1991-1992). Mr. Strauss earned a BA from Stanford University in 1991 and an MBA from the Stanford Graduate School of Business in 1997.

 

Joshua Strauss is Co-CEO of the Adviser. Mr. Strauss also manages separate account portfolios unrelated to the Fund. He joined the Adviser in 2004 as an Analyst and Portfolio Manager. Previous to joining the Adviser, Mr. Strauss acted in an operational capacity as Director of Business Development at Color Kinetics Incorporated (2000-2004). He began his career as an Analyst at Shearman & Sterling (1995-1998) and, prior to that, at Markowitz & McNaughton (1994-1995). Mr. Strauss earned a B.A. in Foreign Affairs from the University of Virginia in 1994 and an MBA from the Stephen M. Ross School of Business at the University of Michigan in 2000.

 

Bill Pekin is Chairman and Senior Vice President of the Adviser. Mr. Pekin also manages separate account portfolios unrelated to the Fund. Prior to joining the Adviser in 2001, he worked in the investment banking division of Credit Suisse First Boston in Chicago. Prior to this position he was an investment banker and high yield/high grade research analyst at Donaldson, Lufkin & Jenrette in New York. Mr. Pekin began his career at MetLife Investment Management Corp. in 1993. He earned a BA from Haverford College and an MBA from the Wharton School of the University of Pennsylvania in 2000.

 

Shaun Roach is a Portfolio Manager of the Adviser. He joined the Adviser in 2014. He has been an Assistant Portfolio Manager of the Fund since 2018. Prior to joining the Adviser, Mr. Roach spent five years at Deloitte Financial Advisory Services assisting clients with valuation needs related to financial reporting, tax compliance, and strategic planning. Mr. Roach began his career at Deloitte Consulting as an actuarial consultant. He received a B.S. in Actuarial Science and Finance from the University of Illinois and an MBA from the University of Chicago Booth School of Business.

 

Joseph Plevelich is a Portfolio Manager of the Adviser. He joined the Adviser in April of 2021. He has been a Portfolio Manager of the Fund since 2023. Prior to joining the Adviser, Mr. Plevelich was a Director and Senior Research Analyst at Boenning & Scattergood from July 2020 to April 2021. Mr. Plevelich began his career in 2004 at Schneider Capital Management as a Senior Vice President conducting buy-side research in the financial services, real estate, and energy sectors. He received a B.S. in Finance and Management from the Wharton School of the University of Pennsylvania. He is currently a CFA® charter holder.

 

The Fund’s Statement of Additional Information provides additional information about the Fund’s portfolio managers, including their compensation, other accounts managed and ownership of Fund shares.

 

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ACCOUNT INFORMATION

 

How to Buy Shares

 

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means that when you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents, and may take additional steps to verify your identity. If we do not receive these required pieces of information, there may be a delay in processing your investment request, which could subject your investment to market risk. If we are unable to immediately verify your identity, the Fund may restrict further investment until your identity is verified. However, if we are unable to verify your identity, the Fund reserves the right to close your account without notice and return your investment to you at the net asset value determined on the day in which your account is closed. If we close your account because we are unable to verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.

 

If you invest in the Fund through an investment adviser, bank, broker-dealer, 401(k) plan, trust company or other financial intermediary, the policies and fees for transacting business may be different than those described in this Prospectus. Some financial intermediaries may charge transaction fees and may set different minimum investments or limitations on buying or selling shares. Some financial intermediaries do not charge a direct transaction fee, but instead charge a fee for services such as sub-transfer agency, accounting and/or shareholder services that the financial intermediary provides on the Fund’s behalf. This fee may be based on the number of accounts or may be a percentage of the average value of the Fund’s shareholder accounts for which the financial intermediary provides services. The Fund may pay a portion of this fee, which is intended to compensate the financial intermediary for providing the same services that would otherwise be provided by the Fund’s transfer agent or other service providers if the shares were purchased directly from the Fund. To the extent that these fees are not paid by the Fund, the Adviser may pay a fee to financial intermediaries for such services.

 

To the extent that the Adviser, not the Fund, pays a fee to a financial intermediary for distribution or shareholder servicing, the Adviser may consider a number of factors in determining the amount of payment associated with such services, including the amount of sales, assets invested in the Fund and the nature of the services provided by the financial intermediary. Although neither the Fund nor the Adviser pays for the Fund to be included in a financial intermediary’s “preferred list” or other promotional program, some financial intermediaries that receive compensation as described above may have such programs in which the Fund may be included. Financial intermediaries that receive these types of payments may have a conflict of interest in recommending or selling the Fund’s shares rather than other mutual funds, particularly where such payments exceed those associated with other funds. The Fund may from time to time purchase securities issued by financial intermediaries that provide such services; however, in selecting investments for the Fund, no preference will be shown for such securities.

 

Classes of Shares

 

The Fund currently offers two share classes: Investor Class and Institutional Class.

 

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Investor Class.

 

Investor Class shares require a minimum initial investment of $2,500. Investor Class shares are subject to an Administrative Services fee equal to 0.25% of the average daily net assets of the Fund’s Investor Class. The Adviser has contractually agreed to reduce the Administrative Services fee to 0.19% through January 31, 2024. Investor Class shares are offered to individual investors through mutual fund supermarkets or other platforms offered by broker-dealers, 401(k) plans, banks, or trust companies that have entered into a selling agreement with the Fund’s distributor. It is anticipated that Investor Class shares will be available on platforms with no transaction fees.

 

Institutional Class.

 

Institutional Class shares require a minimum initial investment of $100,000. Institutional Class shares are not subject to any Administrative Services fees. Institutional Class shares can be purchased directly through the distributor or other financial intermediaries. Other financial intermediaries may charge you transaction fees with respect to your purchase. In the case of a broker-dealer, transaction fees may include commissions. Transaction fees charged by other financial intermediaries are in addition to fees described in this Prospectus.

 

You may be eligible to purchase both classes of shares. If so, you should compare the fees and expenses applicable to each class and decide which is better for you. The Investor Class shares will have ongoing Administrative Services fees, whereas the Institutional Class shares do not, but may be subject to transaction fees payable to the financial institution you use to make your purchase. Depending on the size and frequency of your transactions, as well as the length of time you intend to hold the shares, you may pay more with the Investor Class than you would with the Institutional Class. If you qualify as a purchaser of Institutional Class shares, but your account is invested in Investor Class shares, you may convert your Investor Class shares to Institutional Class shares based on the relative NAV of the two classes on the conversion date. Please call Shareholder Services at (800) 470-1029.

 

The Fund reserves the right to change the above eligibility criteria for either share class. The Adviser may waive the minimums for either class of shares at its discretion, including for existing clients of the Adviser. The Fund may waive or lower investment minimums for investors who invest in the Fund through an asset-based fee program made available through a financial intermediary. If your investment is aggregated into an omnibus account established by an investment adviser, broker or other intermediary, the account minimums apply to the omnibus account, not to your individual investment; however, the financial intermediary may also impose minimum requirements that are different from those set forth in this prospectus. If you choose to purchase or redeem shares directly from the Fund, you will not incur charges on purchases and redemptions (other than for short-term redemptions). However, if you purchase or redeem shares through a broker-dealer or another intermediary, you may be charged a fee by that intermediary.

 

The Fund may permit financial intermediaries to convert Investor Class shares held by their customers in fee-based programs to Institutional Class shares of the Fund, so long as the value of such shares held by the financial intermediary’s customers through the program totals at least $100,000 (or if the financial intermediary expects that the value of shares held by investors through the asset- based fee program will reach $100,000). A conversion from Investor Class shares to Institutional Class shares is typically a non-taxable event and will be effected on the basis of the relative net asset values of the two classes without the imposition of any fees.

 

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Initial Purchase

 

An investment application is available by calling Shareholder Services at (800) 470-1029. You can also download the investment application from the Fund’s website at www.appleseedfund.com.

 

By Mail – Your initial purchase request must include:

 

a completed and signed investment application form;

 

a personal check with name pre-printed (subject to the minimum amounts) made payable to the Appleseed Fund; and

 

an indication of whether Investor Class or Institutional Class shares are to be purchased. The initial purchase cannot be made via ACH.

 

Mail the application and check to:

 

U.S. Mail:

Appleseed Fund

Overnight: Appleseed Fund
  c/o Ultimus Fund Solutions, LLC   c/o Ultimus Fund Solutions, LLC
  P.O. Box 46707   225 Pictoria Drive, Suite 450
  Cincinnati, Ohio 45246-0707   Cincinnati, Ohio 45246

 

By Wire – You may also purchase shares of the Fund by wiring federal funds from your bank, which may charge you a fee for doing so. To wire money, you must call Shareholder Services at (800) 470-1029 to obtain instructions on how to set up your account and to obtain an account number.

 

You must provide a signed application to Ultimus Fund Solutions, LLC, (”Ultimus”) the Fund’s transfer agent, at the above address in order to complete your initial wire purchase. Wire orders will be accepted only on a day on which the Fund, its custodian and transfer agent are open for business. A wire purchase will not be considered made until the wired money is received and the purchase is accepted by the Fund. The purchase price per share will be the net asset value next determined after the wire purchase is accepted by the Fund. Any delays which may occur in wiring money, including delays which may occur in processing by the banks, are not the responsibility of the Fund or the transfer agent. There is presently no fee for the receipt of wired funds, but the Fund may charge shareholders for this service in the future.

 

Additional Investments

 

You may purchase additional shares of the Fund at any time by mail, wire or automatic investment. Each additional mail purchase request must contain:

 

your name

 

the name on your account(s)

 

your account number(s)

 

a check made payable to the Fund

 

Checks should be sent to the Fund at the address listed under the heading “Initial Purchase – By Mail” in this prospectus. To send a bank wire, call Shareholder Services at (800) 470-1029 to obtain instructions.

 

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Automatic Investment Plan

 

You may make regular investments in the Fund with an Automatic Investment Plan by completing the appropriate section of the account application or completing a systematic investment plan form with the proper signature guarantee and attaching a voided personal check. Investments may be made monthly or at another frequency to allow dollar-cost averaging by automatically deducting $100 or more from your bank checking account. You may change the amount of your automatic purchase at any time. If an Automatic Investment Plan purchase is rejected by your bank, your shareholder account will be charged a $25 fee to defray bank charges.

 

Tax Sheltered Retirement Plans

 

Shares of the Fund may be an appropriate investment for tax-sheltered retirement plans, including: IRAs; simplified employee pensions (SEPs); 401(k) plans; qualified corporate pension and profit-sharing plans (for employees); 403(b) plans and other tax- deferred investment plans (for employees of public school systems and certain types of charitable organizations); and other qualified retirement plans. Please contact Shareholder Services at (800) 470-1029 for information regarding opening an IRA or other retirement account. Please consult with an attorney or tax adviser regarding these plans. You must pay custodial fees for your IRA by redemption of sufficient shares of the Fund from the IRA unless you pay the fees directly to the IRA custodian. Call the Fund’s transfer agent about the IRA custodial fees.

 

Distribution Plan

 

The Trust, with respect to the Investor Class shares of the Fund, has adopted a distribution plan under Rule 12b-1 of the Investment Company Act of 1940, pursuant to which the Fund is authorized to pay a fee of up to 0.25% of the average daily net assets of the Investor Class shares of the Fund to the Adviser or any bank, broker-dealer, investment adviser or other financial intermediary that assists the Fund in the sale and distribution of its Investor Class shares or that provides shareholder servicing. The Fund does not currently intend to activate the Plan but may do so upon 60 days’ notice to shareholders. If the Plan is activated, these fees will, over time, increase the cost of your investment and may cost you more than paying other types of sales charges because these fees are paid out of the Fund’s assets on an on-going basis.

 

Administrative Services Plan

 

The Trust, with respect to the Investor Class shares of the Fund, has adopted an Administrative Services Plan pursuant to which the Fund may pay an annual fee equal to 0.25% of the average daily net assets of Investor Class shares to reimburse the Adviser for compensating financial intermediaries that provide administrative services to the Investor Class shareholders pursuant to a written agreement with the Fund or the Fund’s distributor. The Adviser has contractually agreed to limit its receipt of payments under the Fund’s Administrative Services Plan to 0.19% of the average daily net assets of Investor Class shares through January 31, 2025. This expense cap may not be terminated prior to this date except by the Board. Financial intermediaries eligible to receive payments under the Administrative Services Plan include mutual fund supermarkets and other platforms sponsored by any 401(k) plan, bank, trust company or broker-dealer that has entered into an agreement with the Fund or the Fund’s distributor to sell the Fund’s Investor Class shares.

 

For purposes of the Administrative Services Plan, administrative services include, but are not limited to (i) acting as record holder and nominee of Investor Class shares beneficially owned by the financial

 

21

 

 

intermediary’s customers; (ii) providing sub-accounting services to such customers; (iii) processing and issuing confirmations with respect to orders to purchase, redeem or exchange Investor Class shares; (iv) processing dividend payments; and (v) providing periodic account statements. Over time, administrative services fees increase the cost of your investment in the Fund’s Investor Class shares because these fees are paid out of the Investor Class assets on an on-going basis.

 

Other Purchase Information

 

The Fund may limit the amount of purchases and refuse to sell shares to any person. If your check or electronic payment does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges. You may be prohibited or restricted from making future purchases in the Fund. Checks must be made payable to the Fund. The Fund and its transfer agent may refuse any purchase order for any reason. Cash, third party checks (except for properly endorsed IRA rollover checks), counter checks, starter checks, traveler’s checks, money orders (other than money orders issued by a bank), credit card checks, and checks drawn on non-U.S. financial institutions will not be accepted. Cashier’s checks, bank official checks, and bank money orders are reviewed on a case-by-case basis and may be accepted under certain circumstances. In such cases, a 15-business day hold will be applied to the funds (which means that you may not redeem your shares until the holding period has expired).

 

The Fund has authorized certain broker-dealers and other financial institutions (including their designated intermediaries) to accept on its behalf purchase and sell orders. The Fund is deemed to have received an order when the authorized person or designee accepts the order, and the order is processed at the net asset value next calculated thereafter. It is the responsibility of the broker-dealer or other financial institution to transmit orders promptly to the Fund’s transfer agent.

 

How to Redeem Shares

 

You may receive redemption payments by check, ACH or federal wire transfer. The minimum redemption amount via ACH is $100 and the minimum redemption amount via wire is $1,000. The proceeds may be more or less than the purchase price of your shares, depending on the market value of the Fund’s securities at the time of your redemption. A wire transfer fee of $15 is charged to defray custodial charges for redemptions paid by wire transfer. This fee is subject to change. Any charges for wire redemptions will be deducted from your account by redemption of shares.

 

The Fund encourages, to the extent possible, advance notification of large redemptions. The Fund typically expects that it will take up to 7 days following the receipt of your redemption request to pay out redemption proceeds by check or electronic transfer. The Fund typically expects to pay redemptions from cash, cash equivalents, proceeds from the sale of Fund shares, any lines of credit, and then from the sale of portfolio securities. These redemption payment methods will be used in regular and stressed market conditions.

 

The Fund will normally pay your redemption proceeds to you in cash. However, if the amount you are redeeming is over the lesser of $250,000 or 1% of the Fund’s net asset value, the Fund has the right to redeem your shares in-kind by giving you the amount that exceeds the lesser of $250,000 or 1% of the Fund’s net asset value in securities instead of cash. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Fund. Additionally, if the Fund redeems your shares in-kind, then you will bear the market risks associated with the securities paid to you as redemption proceeds. If you redeem your shares through a broker-dealer or other institution, you may be charged a fee (including commissions) by that institution.

 

22

 

 

By Mail – You may redeem any part of your account in the Fund at no charge by mail. Your request should be addressed to:

 

U.S. Mail: Appleseed Fund Overnight: Appleseed Fund
  c/o Ultimus Fund Solutions, LLC   c/o Ultimus Fund Solutions, LLC
  P.O. Box 46707   225 Pictoria Drive, Suite 450
  Cincinnati, Ohio 45246-0707   Cincinnati, Ohio 45246

 

Your request for a redemption must include your letter of instruction, including the Fund name, account number, account name(s), the address, and the dollar amount or number of shares you wish to redeem. Requests to sell shares that are received in proper order are processed at the net asset value next calculated after the Fund receives your order in proper form. To be in proper order, your request must be signed by all registered share owner(s) in the exact name(s) and any special capacity in which they are registered. The Fund may require that signatures be guaranteed if you request the redemption check be made payable to any person other than the shareholder(s) of record, mailed to an address other than the address of record, if the mailing address has been changed within 30 days of the redemption request, or in certain other circumstances, such as to prevent unauthorized account transfers or redemptions. The Fund may require a signature guarantee if a redemption is transmitted by ACH or wire to a bank other than the bank of record. The Fund may also require a signature guarantee for redemptions of $50,000 or more. Signature guarantees are for the protection of shareholders. You can obtain a signature guarantee from most banks and securities dealers, but not from a notary public. All documentation requiring a signature guarantee stamp must utilize a New Technology Medallion stamp, generally available from the bank where you maintain a checking or savings account. For joint accounts, both signatures must be guaranteed. Please call Shareholder Services at (800) 470-1029 if you have questions. At the discretion of the Fund or its transfer agent, you may be required to furnish additional legal documents to insure proper authorization.

 

By Telephone – Unless you have opted out of telephone privileges, you may redeem any part of your account (up to $50,000) in the Fund by calling Shareholder Services at (800) 470-1029. Payment will be made by check mailed to the address of record unless you have previously provided electronic funds transfer instructions. The Fund, its transfer agent and custodian are not liable for following redemption instructions communicated by telephone to the extent that they reasonably believe the telephone instructions to be genuine. However, if they do not employ reasonable procedures to confirm that telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures employed may include recording telephone instructions and requiring a form of personal identification from the caller. The Fund or its transfer agent may terminate the telephone redemption procedures at any time. During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the Fund nor its transfer agent will be held liable if you are unable to place your trade due to high call volume. If you are unable to reach the Fund by telephone, you may request a redemption by mail.

 

Tax Withholding. If your account is an IRA or other retirement plan account, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in your redemption request that you do not want to have federal income tax withheld, the redemption will be subject to withholding. If you request a redemption by telephone, you will be asked whether or not the Fund should withhold federal income tax.

 

23

 

 

Fund Policy on Market Timing

 

The Fund discourages market timing. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of the Fund’s shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. The Board has adopted a policy directing the Fund to reject any purchase order with respect to any investor, a related group of investors or their agent(s), where the Fund detects a pattern of purchases and sales of the Fund’s shares that indicates market timing or trading that the Fund determines is abusive. This policy generally applies to all shareholders of the Fund.

 

The Board also has adopted a redemption policy to discourage short-term traders and/ or market timers from investing in the Fund. A 2.00% short-term redemption fee will be assessed by the Fund against investment proceeds withdrawn within 90 calendar days of investment. Fund shares received from reinvested distributions or capital gains are not subject to the redemption fee. No redemption fees shall be associated with 401(k) and 403(b) plans. After excluding any shares that are associated with reinvested distributions from the redemption fee calculation, the Fund uses a “first-in, first-out” method to determine the 90-day holding period. Thus, if you bought shares on different days, the shares purchased first will be redeemed first for purposes of determining whether the redemption fee applies. The proceeds collected from redemption fees will be retained by the Fund for the benefit of existing shareholders.

 

Ultimus, the Fund’s administrator, performs automated monitoring of short-term trading activity for the Fund. Instances of suspected short-term trading are investigated by the compliance department. If an instance is deemed a violation of the short-term trading policies of the Fund, then Ultimus notifies the Adviser and action, such as suspending future purchases, may be taken. A quarterly certification reporting any instances of short-term trading in violation of the Fund’s policies is provided to the Board.

 

Redemption fees may be waived for mandatory retirement withdrawals, systematic withdrawals, redemptions made to pay for various administrative fees, involuntary redemption of accounts below the minimum investment amount, and, at the sole discretion of the Adviser after considering the circumstances related to the redemption and the Adviser’s management of the Fund’s portfolio or due to changes in an investor’s circumstances, such as death. No exceptions will be granted to persons believed to be “market timers.”

 

There is no guarantee that the Fund will be able to detect or deter market timing in all accounts. In particular, many shareholders may invest in the Fund through financial intermediaries that hold omnibus accounts with the Fund. Omnibus accounts—in which Fund shares are held in the name of an intermediary on behalf of multiple beneficial owners—are a common form that financial intermediaries (including brokers, advisers, and third-party administrators) use to hold shares for their clients. In general, the Fund is not able to identify trading by a particular beneficial owner within an omnibus account, which makes it difficult or impossible to determine if a particular shareholder is engaging in market timing and to apply the Fund’s redemption fee. Ultimus reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or market timing. If cash flows or other information indicate that market timing may be taking place, the Fund will seek the intermediary’s assistance to help identify and remedy any market timing. However, the Fund’s ability to monitor and deter market timing in omnibus accounts and to apply its redemption fee ultimately depends on the capabilities and cooperation of these third-party financial intermediaries. Financial intermediaries may apply different or additional limits on frequent trading, and financial intermediaries may be unwilling or unable to apply the Fund’s redemption fee. If you invest in the

 

24

 

 

Fund through an intermediary, please read that intermediary’s program materials carefully to learn of any additional rules or fees that may apply.

 

Additional Information

 

If you are not certain of the requirements for a redemption please call Shareholder Services at (800) 470-1029. Redemptions specifying a certain date or share price cannot be accepted and will be returned. You will be mailed the proceeds on or before the seventh day following the redemption. However, payment for redemption made against shares purchased by check will be made only after the check has been collected, which normally may take up to 15 calendar days. Also, when the New York Stock Exchange (“NYSE”) is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing, or under any emergency circumstances (as determined by the SEC the Fund may suspend redemptions or postpone payment dates. You may be assessed a fee if the Fund incurs bank charges because you direct the Fund to re-issue a redemption check.

 

For non-retirement accounts, redemption proceeds, including dividends and other distributions, sent by check by the Fund and not cashed within 180 days will be reinvested in the Fund at the current day’s NAV. Redemption proceeds that are reinvested are subject to the risk of loss like any other investment in the Fund. Because the Fund incurs certain fixed costs in maintaining shareholder accounts, the Fund may require you to redeem all of your shares in the Fund on 30 days’ written notice if the value of your shares in the Fund is, due to redemptions, less than $1,500 for the Investor Class or $100,000 for the Institutional Class, or such other minimum amount as the Fund may determine from time to time. You may increase the value of your shares in the appropriate class to the minimum amount within the 30-day period. All shares of the Fund are also subject to involuntary redemption if the Board determines to liquidate the Fund. In such event, the Board may close the Fund with notice to shareholders but without having to obtain shareholder approval prior to such liquidation. An involuntary redemption will create a capital gain or capital loss which may have tax consequences about which you should consult your tax adviser.

 

Summary of Shareholder Fees

 

Below are fees that may be paid by shareholders of the Fund, some of which have been addressed above:

 

Annual IRA Custodial Fee   $ 25.00  
Removal of excess contribution or Roth conversion/recharacterization   $ 25.00  
Outbound Wire   $ 15.00  
Returned ACH/Bounced Check   $ 25.00  
IRA Withdrawal Fee (transfer or redemption)   $ 25.00  
Overnight Delivery   $ 35.00  
Statement Retrieval Fee   $ 25.00  

 

Inactive Accounts

 

If shareholder-initiated contact does not occur on your account within the timeframe specified by the law in your state of record, or if Fund mailings are returned as undeliverable during that timeframe, the assets of your account (shares and/or any uncashed checks) may be transferred to your last known recorded state of residence as unclaimed property, in accordance with specific state law.

 

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Determination of Net Asset Value

 

The price you pay for your shares and that you receive upon the sale of your shares in the Fund is based on the Fund’s net asset value (“NAV”) per share for the applicable class. The NAV of each class is calculated at the close of trading (normally 4:00 p.m. Eastern time) on each day the NYSE is open for business (the NYSE is closed on Saturdays, Sundays and the following federal holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving and Christmas). the Fund’s NAV of each class is calculated by dividing the value of its total assets (including interest and dividends accrued but not yet received) minus liabilities (including accrued expenses) by the total number of shares of the class outstanding. Requests to purchase and sell shares are processed at the NAV next calculated after the Fund receives your order in proper form.

 

The Fund’s assets generally are valued at their market value. Fixed income securities for which market quotations are readily available are generally valued based upon the mean of the last bid and ask prices as provided by an independent pricing service. If market quotations are not readily available, the pricing service may use electronic data processing techniques and/or a computerized matrix system to determine valuations. In determining the value of a bond or other fixed income security, matrix pricing takes into consideration recent transactions, yield, liquidity, risk, credit quality, coupon, maturity and type of issue, and any other factors or market data as the independent pricing service deems relevant for the security being priced and for other securities with similar characteristics.

 

Equity securities are generally valued by using market quotations. Equity securities traded on a securities exchange are valued at the last sales price reported by the primary exchange on which the securities are listed. Securities listed on NASDAQ are valued at the NASDAQ Official Closing Price. Securities traded on a securities exchange for which a last-quoted price is not readily available will be valued at the last bid price.

 

In the event that market quotations are not readily available or are considered unreliable due to market or other events (including events that occur after the close of the trading market but before the calculation of the NAV), then the securities are valued in good faith by the Adviser, as Valuation Designee, under oversight of the Board’s Pricing & Liquidity Committee. When pricing securities using its fair valuation policies and procedures, the Valuation Designee seeks to assign a value that represents the amount that the Fund might reasonably expect to receive upon a current sale of the securities.

 

Without fair value pricing, short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders. However, there is no assurance that fair value pricing policies will prevent dilution of the Fund’s NAV by short-term traders, or that the Fund will realize fair valuation upon the sale of a security. The Fund may invest in portfolio securities that are listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares and, as a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

 

Given the subjectivity inherent in fair valuation and the fact that events could occur after NAV calculation, the actual market prices for a security may differ from the fair value of that security as determined by the Valuation Designee at the time of NAV calculation. Thus, discrepancies between fair values and actual market prices may occur on a regular and recurring basis. These discrepancies do not necessarily

 

26

 

 

indicate that the Valuation Designee’s fair value methodology is inappropriate. The Valuation Designee will adjust the fair values assigned to securities in the Fund’s portfolio, to the extent necessary, as soon as market prices become available.

 

Dividends, Distributions and Taxes

 

Dividends and Distributions. The Fund typically distributes to its shareholders as dividends substantially all of its net investment income and any realized net capital gains at least annually. These distributions, if any, are automatically reinvested in the Fund unless you request cash distributions on your application or through a written request to the Fund. The Fund expects that its distributions, if any, will consist primarily of dividend income, interest and net realized capital gains, if any.

 

Taxes. Net investment income distributed by the Fund generally will consist of interest income, if any, and dividends received on investments, less expenses. The net investment dividend income you receive, whether or not reinvested, generally will be taxed as ordinary income. However, distributions of “qualified dividend income” (generally, dividends received by the Fund from domestic corporations and some foreign corporations) generally will be taxable to individuals and most trusts and estates at the same maximum federal income tax rate applicable to net capital gains (currently 20%).

 

The Fund will typically distribute net realized capital gains (the excess of net long-term capital gain over net short-term capital loss), if any, to its shareholders once a year, and may make additional distributions as it deems desirable at any other time during a particular year. Capital gains are generated when the Fund sells its capital assets for a profit. Capital gains are taxed differently depending on how long the Fund has held the capital asset sold. Distributions of gains recognized on the sale of capital assets held for one year or less are taxed at ordinary income rates; distributions of gains recognized on the sale of capital assets held longer than one year are taxed at long-term capital gains rates regardless of how long you have held your shares. Currently, long-term capital gains are generally taxable to individuals and most trusts and estates at a maximum federal income tax rate of 20%. If the Fund distributes an amount exceeding its income and gains, this excess will generally be treated as a non-taxable return of capital.

 

Unless you indicate another option on your account application, any dividends and capital gain distributions paid to you by the Fund automatically will be invested in additional shares of the Fund. Alternatively, you may elect to have: (1) dividends paid to you in cash and the amount of any capital gain distributions reinvested; or (2) the full amount of any dividends and capital gain distributions paid to you in cash. The Fund will send dividends and capital gain distributions elected to be received as cash to the address of record or bank of record on the applicable account. Your distribution option will automatically be converted to having all dividends and other distributions reinvested in additional shares if any of the following occur:

 

Postal or other delivery service is unable to deliver checks to the address of record;

 

Dividends and capital gain distributions are not cashed within 180 days; or

 

Bank account of record is no longer valid.

 

Dividends and capital gain distribution checks issued by the Fund which are not cashed within 180 days will be reinvested in the Fund at the current day’s NAV. When reinvested, those amounts are subject to the risk of loss like any other investment in the Fund.

 

You may want to avoid making a substantial investment when the Fund is about to make a taxable distribution because you would be responsible for any taxes on the distribution regardless of how long you have owned your shares.

 

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Selling shares for a gain is usually a taxable event to the Fund’s shareholders as long-term or short-term capital gains, depending on whether you held the shares for more than one year or less than that period, respectively. Losses are subject to special rules.

 

An additional 3.8% Medicare tax generally will be imposed on certain net investment income of non-corporate taxpayers, including dividends and capital gain distributions received from the Fund and gains from the sale of shares, including redemptions.

 

If shares of the Fund are purchased within 30 days before or after redeeming other shares of the Fund at a loss, all or a portion of that loss will not be deductible and will increase the basis of the newly purchased shares. If shares of the Fund are sold at a loss after being held by a shareholder for six months or less, the loss will be a long-term, instead of short-term, capital loss to the extent of any capital gain distributions received on the shares.

 

If you are a non-corporate shareholder and if the Fund does not have your correct social security or other taxpayer identification number, federal law requires us to withhold and pay to the Internal Revenue Service (“IRS”) 24% of your distributions and sales proceeds. If you are subject to back up withholding, we also will withhold and pay to the IRS 24% (or any applicable higher rate) of your distributions (under current law). Any tax withheld may be applied against the tax liability on your federal income tax return.

 

Because your tax situation is unique, you should consult your tax professional about federal, state and local tax consequences.

 

Cost Basis Reporting. Federal law requires that mutual fund companies report their shareholders’ cost basis, gain/loss, and holding period to the Internal Revenue Service on Fund shareholders’ Form 1099s when “covered” securities are sold. Covered securities generally include any regulated investment company and/or dividend reinvestment plan shares acquired on or after January 1, 2012.

 

The Fund has chosen High Cost as its default tax lot identification method for all shareholders. This tax lot identification method is the way the Fund will determine which specific shares are deemed to be sold when there are multiple purchases (including reinvested dividends and declared or reinvested capital gain distributions) on different dates at differing NAVs, and the entire position is not sold at one time. The Fund’s default tax lot identification method is the method covered shares will be reported on your IRS Form 1099-B if you do not select a specific tax lot identification method. You may choose a method different than the Fund’s default lot identification method at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate Treasury Department regulations or consult your tax adviser with regard to your personal circumstances.

 

General Disclaimer. For securities defined as “covered” under current IRS cost-basis reporting regulations, the Fund is responsible for maintaining accurate cost basis and tax lot identification information for tax reporting purposes. The Fund is not responsible for the reliability or accuracy of the information for those securities that are not “covered.” The Fund and its service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.

 

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FINANCIAL HIGHLIGHTS

 

The following table is intended to help you better understand the financial performance of the Fund for the periods shown. Certain information reflects financial results for a single share. The total returns represent the rate you would have earned (or lost) on an investment in the Investor Class or Institutional Class shares of the Fund, assuming reinvestment of all dividends and distributions. This information has been audited by Cohen & Company, Ltd., the Fund’s Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, is included in the Fund’s Annual Report to Shareholders for the fiscal year ended September 30, 2023, which is available upon request without charge.

 

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Appleseed Fund – Investor Class Financial Highlights

(For a share outstanding during each year)

 

    For the
Year Ended
September 30,
2023
    For the
Year Ended
September 30,
2022
    For the
Year Ended
September 30,
2021
    For the
Year Ended
September 30,
2020
    For the
Year Ended
September 30,
2019
 
Selected Per Share Data:                              
Net asset value, beginning of year   $ 12.72     $ 16.50     $ 11.51     $ 12.51     $ 13.77  
Investment operations:                                        
Net investment income(a)     (0.02 )     0.15       0.05       0.01 (b)     0.08  
Net realized and unrealized gain (loss) on investments     0.94       (2.93 )     5.14       (0.64 )     (0.15 )
Total from investment operations     0.92       (2.78 )     5.19       (0.63 )     (0.07 )
Less distributions to shareholders from:                     (0.21 )     (0.37 )     (0.01 )
Net investment income     -       (0.17 )                        
Net realized gains     (0.87 )     (0.83 )     -       -       (1.19 )
Total distributions     (0.87 )     (1.00 )     (0.21 )     (0.37 )     (1.20 )
Paid in capital from redemption fees     - (c)      - (c)      0.01       - (c)      0.01  
Net asset value, end of year   $ 12.77     $ 12.72     $ 16.50     $ 11.51     $ 12.51  
Total Return(d)     1.06 %     (18.15 )%     45.55 %     (5.37 )%     (0.44 )%
                                         
Ratios and Supplemental Data:                                        
Net assets, end of year (000 omitted)   $ 25,066     $ 29,096     $ 39,598     $ 30,359     $ 54,725  
Ratio of net expenses to average net assets(e)(f)     1.14 %     1.14 %     1.14 %     1.14 %     1.14 %
Ratio of expenses to average net assets before waiver and reimbursement(e)     1.61 %     1.48 %     1.43 %     1.45 %     1.36 %
Ratio of net investment income to average net assets(e)     0.17 %     1.11 %     0.37 %     0.06 %     0.72 %
Portfolio turnover rate(g)     63 %     110 %     86 %     89 %     79 %
                                         

 

(a) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.
(b) Calculation based on the average number of shares outstanding during the period.
(c) Rounds to less than $0.005 per share.
(d) Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.
(e) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.
(f) Excluding dividend and interest expense, the ratios of net expenses to average net assets were 1.14%, 1.14%, 1.14%, 1.14%, and 1.14% for the fiscal years ended September 30, 2023, 2022, 2021, 2020 and 2019, respectively.
(g) Portfolio turnover is calculated on the basis on the Fund as a whole without distinguishing among the classes of shares.

 

30

 

 

Appleseed Fund – Institutional Class Financial Highlights

(For a share outstanding during each year)

 

    For the
Year Ended
September 30,
2023
    For the
Year Ended
September 30,
2022
    For the
Year Ended
September 30,
2021
    For the
Year Ended
September 30,
2020
    For the
Year Ended
September 30,
2019
 
Selected Per Share Data:                              
Net asset value, beginning of year   $ 12.80     $ 16.60     $ 11.58     $ 12.59     $ 13.86  
Investment operations:                                        
Net investment income(a)     0.01       0.20       0.06       0.03 (b)     0.14  
Net realized and unrealized gain (loss) on investments     0.93       (2.97 )     5.20       (0.65 )     (0.18 )
Total from investment operations     0.94       (2.77 )     5.26       (0.62 )     (0.04 )
Less distributions to shareholders from:                                        
Net investment income     -       (0.20 )     (0.24 )     (0.39 )     (0.04 )
Net realized gains     (0.87 )     (0.83 )     -       -       (1.19 )
Total distributions     (0.87 )     (1.03 )     (0.24 )     (0.39 )     (1.23 )
Paid in capital from redemption fees     - (c)      - (c)      - (c)      - (c)      - (c) 
Net asset value, end of year   $ 12.87     $ 12.80     $ 16.60     $ 11.58     $ 12.59  
Total Return(d)     1.21 %     (17.99 )%     45.85 %     (5.20 )%     (0.28 )%
                                         
Ratios and Supplemental Data:                                        
Net assets, end of year (000 omitted)   $ 45,201     $ 52,530     $ 65,369     $ 54,447     $ 93,269  
Ratio of net expenses to average net assets(e)(f)     0.95 %     0.95 %     0.95 %     0.95 %     0.95 %
Ratio of expenses to average net assets before waiver and reimbursement(e)     1.30 %     1.23 %     1.19 %     1.20 %     1.11 %
Ratio of net investment income to average net assets(e)     0.37 %     1.25 %     0.58 %     0.23 %     0.95 %
Portfolio turnover rate(g)     63 %     110 %     86 %     89 %     79 %
                                         

 

(a) Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.
(b) Calculation based on the average number of shares outstanding during the period.
(c) Rounds to less than $0.005 per share.
(d) Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.
(e) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.
(f) Excluding dividend and interest expense, the ratios of net expenses to average net assets were 0.95%, 0.95%, 0.95%, 0.95% and 0.95% for the fiscal years ended September 30, 2023, 2022, 2021, 2020 and 2019, respectively.
(g) Portfolio turnover is calculated on the basis on the Fund as a whole without distinguishing among the classes of shares.

 

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DISCLAIMERS

 

Appleseed Fund is not sponsored, endorsed, sold or promoted by Morningstar, Inc., or any of its affiliated companies (all such entities, collectively, “Morningstar Entities”). The Morningstar Entities make no representation or warranty, express or implied, to the owners of the Appleseed Fund or any member of the public regarding the advisability of investing in mutual funds generally or in the Appleseed Fund in particular or the ability of the Appleseed Fund to track general equity market performance. The Morningstar Entities’ only relationship to Appleseed Fund is the licensing of certain service marks and service names of Morningstar and of the Morningstar Global Markets Small-Mid Cap Index which is determined, composed and calculated by the Morningstar Entities without regard to Pekin Hardy Strauss, Inc. or the Appleseed Fund. The Morningstar Entities have no obligation to take the needs of Pekin Hardy Strauss, Inc. or the owners of Appleseed Fund into consideration in determining, composing or calculating the Morningstar Global Markets Small-Mid Cap Index. The Morningstar Entities are not responsible for and have not participated in the determination of the prices and amount of the Appleseed Fund or the timing of the issuance or sale of the Appleseed Fund or in the determination or calculation of the equation by which the Appleseed Fund is converted into cash. The Morningstar Entities have no obligation or liability in connection with the administration, marketing or trading of the Appleseed Fund.

 

THE MORNINGSTAR ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE APPLESEED FUND OR ANY DATA INCLUDED THEREIN AND THE MORNINGSTAR ENTITIES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. THE MORNINGSTAR ENTITIES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY PEKIN HARDY STRAUSS, INC., OWNERS OR USERS OF THE APPLESEED FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE Morningstar Global Markets Small-Mid Cap Index OR ANY DATA INCLUDED THEREIN. THE MORNINGSTAR ENTITIES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE Morningstar Global Markets Small-Mid Cap Index OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE MORNINGSTAR ENTITIES HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

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FOR MORE INFORMATION

 

The Fund’s Statement of Additional Information (SAI) and annual and semiannual reports to shareholders contain additional information about the Fund. The SAI is incorporated by reference into this prospectus, which means it is part of this prospectus for legal purposes. The Fund’s annual report to shareholders discusses the market conditions and investment strategies that significantly affected the Fund’s performance during its prior fiscal year.

 

You may request free copies of the Fund’s SAI, annual report and semiannual report, as well as other information about the Fund, and may make other shareholder inquiries by calling Shareholder Services at (800) 470-1029 or by visiting the Fund’s website at www.appleseedfund.com.

 

Information about the Fund (including the SAI and other reports) is available on the SEC’s website at http.//www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].

 

Investment Company Act #811-21237

 

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