ck0001650149-20220430
Oakhurst
Strategic Defined Risk Fund
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Institutional
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OASDX |
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Advisor
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PROSPECTUS
August
28, 2022
A
series of Series Portfolios Trust (the “Trust”)
The
U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved
these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Investment Objective
The Oakhurst Strategic Defined
Risk Fund (the “Fund”) seeks capital appreciation while seeking to limit
short-term risk.
Fees and Expenses of the
Fund
The
following 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 table and example
below. You may qualify for sales charge discounts
if you and your family invest, or agree to invest in the future, at least
$25,000 in the Oakhurst family of
funds. More information about these and other discounts is
available from your financial intermediary and in “How to Purchase Shares of the
Fund - Advisor Class Shares” beginning on page 15 of this
Prospectus.
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Shareholder
Fees
(fees
paid directly from your investment) |
Institutional Class |
Advisor Class |
Maximum
Sales Charge (Load) Imposed on Purchases (as
a percentage of offering price) |
None |
5.75% |
Maximum
Deferred Sales Charge (Load) (as
a percentage of Advisor Class shares of $1 million or more redeemed within
18 months of purchase) |
None |
1.00% |
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Institutional
Class |
Advisor Class |
Management
Fees |
1.00% |
1.00% |
Distribution
and Service (Rule 12b-1) Fees |
None |
0.25% |
Shareholder
Servicing Fee |
0.10% |
0.10% |
Other
Expenses |
0.50% |
0.50% |
Recoupment
of Fees Waived and/or Expenses Reimbursed(1) |
0.21% |
0.21% |
Remainder
of Other Expenses |
0.29% |
0.29% |
Acquired
Fund Fees and Expenses(2) |
0.08% |
0.08% |
Total
Annual Fund Operating Expenses |
1.68% |
1.93% |
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(1)The Fund’s investment
advisor has contractually agreed to waive a portion or all of its management
fees and reimburse Fund expenses (excluding front-end or contingent deferred
sales loads, Rule 12b-1 fees, shareholder servicing plan fees, AFFE, taxes,
leverage/borrowing interest, interest expense, dividends on securities sold
short, brokerage and other transactional expenses, expenses incurred in
connection with any merger or reorganization, or extraordinary expenses) in
order to limit the Total Annual Fund Operating Expenses to 1.50% of the average
daily net assets of the Fund (the “Expense Cap”). The Expense Cap will
remain in effect through at least August 23,
2024, and may be terminated at any time upon 60 days’ written
notice by the Trust’s Board of Trustees (the “Board”) or by the Fund’s
investment advisor. The advisor may request recoupment of previously waived fees
and reimbursed expenses from the Fund for three years from the date they were
waived or reimbursed, provided that after payment of the recoupment, the Total
Annual Fund Operating Expenses do not exceed the lesser of the Expense Cap: (i)
in effect at the time of the waiver or reimbursement; or (ii) in effect at the
time of recoupment.
(2)Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. The operating expenses in this fee table will not correlate to the
expense ratio in the Fund’s financial highlights because the financial
statements include only the direct operating expenses incurred by the
Fund.
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 (the
Example reflects adjustments made to the Fund's operating expenses due to the
expense recoupment by the Fund's investment advisor through at least
August 23, 2024). Although your actual costs may be higher
or lower, based on these assumptions, your costs would
be:
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1
Year |
3
Years |
5
Years |
10
Years |
Institutional
Class |
$171 |
$485 |
$823 |
$1,775 |
Advisor
Class |
$860 |
$1,105 |
$1,473 |
$2,505 |
You would pay the following
expenses if you did not redeem your shares:
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1
Year |
3
Years |
5
Years |
10
Years |
Advisor
Class |
$760 |
$1,105 |
$1,473 |
$2,505 |
Portfolio
Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the Example, affect the Fund’s performance. During the Fund’s most recent
fiscal year ended April 30, 2022, the Fund’s portfolio turnover rate was
98% of the average value of its
portfolio.
Principal Investment
Strategies
Under
normal circumstances, the Fund invests in a portfolio of equity securities of
companies that are representative of the S&P 500 Index (the “Index”) or in
exchange-traded funds (“ETFs”) that are designed to replicate the performance of
the Index or whose holdings are representative of the Index. The Fund
simultaneously uses options on ETFs in which the Fund may invest and invests in
ETFs that invest in debt securities and U.S. Treasury securities to enhance the
Fund’s potential returns during up markets while seeking to limit losses during
down markets. The performance of the Fund is not intended to match the
performance of the Index.
The
Fund’s investment advisor, Lido Advisors, LLC (the “Advisor”), selects an
appropriate combination of equity securities, ETFs that are designed to
replicate the performance of the Index or whose holdings are representative of
the Index, and options on ETFs in consideration of current market conditions.
The Advisor seeks to maintain a balance between risk and reward over the course
of different market and volatility cycles when selecting the appropriate
combination.
The
Fund writes or purchases call or put options. Under normal circumstances, the
Fund writes or purchases options on ETFs that are designed to replicate the
performance of the Index or whose holdings are representative of the Index. The
use of options may give rise to leverage. Leverage is investment exposure which
exceeds the initial amount invested. Leverage can cause the Fund to lose more
than the principal amount invested.
The
Advisor may engage in active trading of the Fund’s portfolio investments to
achieve the Fund’s investment objective with a relatively consistent risk level
over time. The Fund will also invest in U.S.
Treasury securities to serve as
collateral for the Fund’s investments, to provide income to cover the cost of
the Fund’s use of options, or as otherwise deemed appropriate by the Advisor in
seeking to achieve the Fund’s investment
objective.
The Advisor may rebalance the Fund’s
investments if a more attractive investment opportunity becomes available. The
Fund’s options will have strike prices and expiration dates selected by the
Advisor to maximize potential for generating equity-like returns and to provide
downside protection.
Principal Risks of Investing in the
Fund
As with any mutual fund, there are risks to investing in
the Fund. An investment in the Fund is not a
deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. Remember
that, in addition to possibly not achieving your investment goals, you
could lose all or a portion of your investment in the Fund over short or even
long periods of time.
The principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears.
Active
Management Risk. The
Fund is actively managed and subject to the risk that the Advisor’s use of
investment techniques and risk analyses to make investment decisions fails to
perform as expected, which may cause the Fund to lose value.
Correlation
Risk.
The Fund’s investment strategy of buying and selling options will result in
performance that differs from that of the Index. The call options written by the
Fund will limit the Fund’s opportunity to participate in increases when the ETFs
in which the Fund invests perform well.
Debt
Securities Risk. Increases
in interest rates typically lower the value of debt securities. Investments in
debt securities include credit risk. There is also the risk that a bond issuer
may “call,” or repay its high yielding bonds before their maturity dates. Debt
securities subject to prepayment can offer less potential for gains during a
declining interest rate environment and similar or greater potential for loss in
a rising interest rate environment. Limited trading opportunities for certain
debt securities may make it more difficult to sell or buy a security at a
favorable price or time.
Derivatives
Risk.
The Fund buys and sells options, which are instruments that derive their
performance from underlying equity securities, also referred to as
“derivatives.” Derivatives can be volatile, and the Fund could experience a loss
if its derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying security or index.
Equity
Risk.
The Fund invests in common stocks or ETFs that invest in common stocks and
options that derive their performance from the S&P 500 Index, which is made
up of common stocks. Common stocks are susceptible to general stock market
fluctuations and to volatile increases and decreases in value as market
confidence in and perceptions of their issuers change.
Exchange-Traded
Funds Risk.
The risks of investments in ETFs reflect the risks of the underlying instruments
in which the ETF invests. When the Fund invests in ETFs, shareholders of the
Fund indirectly bear a proportionate share of the ETF’s fees and expenses, as
well as their share of the Fund’s fees and expenses. As a result, an investment
by the Fund in an ETF could cause the Fund’s operating expenses (taking into
account indirect expenses such as the fees and expenses of the ETF) to be higher
and, in turn, performance to be lower than if the Fund were to invest directly
in the instruments held by the ETF.
Trading
on an exchange does not guarantee a liquid market will exist for an ETF. ETFs
may trade at a premium or a discount to their net asset value.
General
Market Risk.
The value of the Fund’s shares will fluctuate based on the performance of the
Fund’s investments and other factors affecting the securities markets generally.
The value of the Fund’s investments may be negatively affected by the real or
perceived occurrence of global events such as war, terrorism, environmental
disasters, natural disasters or events, country instability, and infectious
disease epidemics or pandemics and other public health emergencies.
High
Portfolio Turnover Risk. A
high portfolio turnover rate has the potential to result in the realization and
distribution to shareholders of higher capital gains, which may subject you to a
higher tax liability. High portfolio turnover also necessarily results in
greater transaction costs which may reduce Fund performance.
Large
Capitalization Risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger
companies also may not be able to attain the high growth rates of successful
smaller companies.
Leverage
Risk.
Some transactions may give rise to a form of economic leverage and may expose
the Fund to greater risk and increase its costs. Leverage can magnify the Fund’s
gains and losses, and therefore increase its volatility.
Management
Risk.
The Advisor’s investment strategies for the Fund may not result in an increase
in the value of your investment or in overall performance equal to other
investments, and your investment may lose value.
Options
Risk.
Options transactions involve special risks that may make it difficult or
impossible to close a position when the Fund desires. A fund that purchases
options, which are a type of derivative, is subject to the risk that gains, if
any, realized on the position, will be less than the amount paid as premiums to
the writer of the option. A fund that writes options receives a premium that may
be small relative to the loss realized in the event of adverse changes in the
value of the underlying instruments. A fund that writes covered call options
gives up the opportunity to profit from any price increase in the underlying
security above the option exercise price while the option is in effect.
Tax
Risk.
The Fund’s investments in options may subject the Fund to special tax rules, the
effect of which may be to accelerate income to the Fund, defer losses to the
Fund, cause adjustments in the holding periods of the Fund’s securities, convert
long-term capital gains into short-term capital gains or convert short-term
capital losses into long-term capital losses. Premiums earned by the Fund from
its use of options investments are treated as short-term capital gains, and are
taxable as ordinary income.
U.S.
Government Securities Risk. Investing
in securities backed by the U.S. Treasury or the full faith and credit of the
U.S. government are guaranteed only as to the timely payment of interest and
principal when held to maturity. Accordingly, the current market values for
these securities will fluctuate with changes in interest rates.
Valuation
Risk.
The sales price the Fund could receive for any particular portfolio investment
may differ from the Fund’s valuation of the investment. Investors who purchase
or redeem Fund shares on days when the Fund is holding fair-valued securities
may receive fewer or more shares or lower or higher
redemption proceeds than they would have
received if the Fund had not fair-valued the security or used a different
valuation methodology.
Performance
The following
bar chart and table provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance from year to year and by
showing how the Fund’s average annual total returns for one-year and since
inception compare with that of a broad-based securities index and one or more
other performance measures. The returns in the bar chart and
best/worst quarter are for Institutional Class shares, which do not have sales
charges. The performance of Advisor Class shares (when available) would be lower
due to a differing expense structure and sales charges. The returns in the table
below reflect the Expense Cap. The Fund’s past performance,
before and after taxes, is not necessarily an indication of how the Fund will
perform in the future and does not guarantee future results.
On
May 20, 2019, the Fund’s principal investment strategies were substantially
revised; therefore, the performance and average annual return totals shown for
the periods prior to May 20, 2019 is likely to have differed had the Fund’s
current investment strategy been in effect during those periods. Prior
to August 23, 2022, Oakhurst Advisors, LLC served as investment adviser to the
Fund.
Updated performance information is
available by calling the Fund toll-free at 844-OAKHRST (844-625-4778).
Calendar
Year Returns as of December 31
Institutional
Class Shares
The
calendar year-to-date return for the
Fund’s Institutional Class shares as of June 30, 2022 was
-13.94%.
During
the period shown in the bar chart, the best performance for a
quarter was 8.60% (for the quarter ended June 30, 2020) and the
worst performance was
-9.27% (for the quarter ended March 31,
2020).
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Average Annual Total Return as of
December 31, 2021 |
Oakhurst
Strategic Defined Risk Fund |
1
Year |
Since
Inception
(May 10,
2017) |
Institutional
Class Shares |
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Return Before
Taxes |
12.99% |
6.25% |
Return After Taxes on
Distributions |
11.00% |
5.57% |
Return After Taxes on Distributions and
Sale of Fund Shares |
7.98% |
4.69% |
S&P
500 Index
(reflects no deduction for
fees, expenses or taxes) |
26.89% |
15.92% |
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, and
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. After-tax returns are only
shown for Institutional Class shares and will vary from those of Advisor Class
shares (once available).
Management
Investment
Advisor
The
Fund’s investment advisor is Lido
Advisors, LLC.
Portfolio
Managers
The
Fund’s portfolio is managed on a day-to-day basis by Jason Ozur, Jeffrey Garden
and Michael Reis. Messrs. Ozur and Garden have served as portfolio managers of
the Fund since its inception in May of 2017. Mr. Reis has served as a portfolio
manager of the Fund since August 2022.
Purchase
and Sale of Fund Shares
You
may purchase or redeem Fund shares on any day that the NYSE is open for business
by written request via mail to Oakhurst Strategic Defined Risk Fund, c/o U.S.
Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, by
wire transaction, by contacting the Fund by telephone at 844-OAKHRST
(844-625-4778), by wire transfer, or through a financial intermediary. Investors
who wish to purchase or redeem Fund shares through a financial intermediary
should contact the financial intermediary directly. The minimum initial and
subsequent investment amounts are shown below.
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Institutional
Class |
Advisor
Class |
Minimum
Initial Investment |
$25,000 |
$1,000 |
Minimum
Subsequent Investment |
$250 |
$250 |
Tax
Information
The
Fund’s dividends and distributions may be subject to Federal income taxes and
will be taxed as ordinary income or capital gains, unless you are a tax-exempt
organization or are investing through a tax-deferred arrangement such as a
401(k) plan or individual retirement account. You may be taxed later upon
withdrawal of monies from such tax-deferred arrangements.
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 financial advisor), the Fund and/or its Advisor may pay the
intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
The
Fund seeks capital appreciation while seeking to limit short-term risk. The
Fund’s objective is not fundamental, and may be changed by the Board without
shareholder approval.
Under
normal circumstances, the Fund invests in a portfolio of equity securities of
companies that are representative of the Index or in ETFs that are designed to
replicate the performance of the Index or whose holdings are representative of
the Index. The Index is a market capitalization weighted index of the 500
largest U.S. publicly traded companies by market value. The Fund’s investments
in ETFs may include ETFs that seek to track the performance of the Index, but
the performance of the Fund is not intended to match the performance of the
Index. The Fund simultaneously uses options on ETFs, ETFs that invest in debt
securities and U.S. Treasury securities to enhance the Fund’s potential returns
during up markets while seeking to limit losses during down
markets.
The
Fund’s investment strategy utilizes multiple approaches, including:
1)investing
in an equity portfolio of companies that are representative the
Index;
2)writing
(selling) call options against the Fund’s equity positions that are covered by
cash or U.S. Treasury securities;
3)purchasing
and/or selling combinations of Index-related puts and put spreads and calls and
call spreads; and
4)purchasing
U.S. Treasury securities.
The
Fund writes call options with strike prices and expiration dates designed to
reduce the volatility of the Fund’s investment portfolio and to earn premiums. A
call option gives the holder (buyer) the right to purchase a security at a
specified price (the exercise price) at any time until a certain date (the
expiration date). The Fund will use cash or U.S. Treasury securities to cover
the written call options. The Fund may utilize put options to lower the overall
volatility of the Fund’s investment portfolio, to “hedge” or limit the exposure
of the Fund’s position. The Fund will also invest in U.S. Treasury
securities.
Temporary
Defensive Positions. The
Fund may, from time to time, take temporary defensive positions that are
inconsistent with the Fund’s principal investment strategies in an attempt to
respond to adverse or unstable market, economic, political, or other conditions.
During such times, the Fund may hold up to 100% of its portfolio in cash or cash
equivalent positions. When the Fund takes a temporary defensive position, the
Fund may not be able to pursue its investment objectives.
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember that, in addition to possibly not
achieving your investment goals, you
could lose all or a portion of your investment in the Fund.
This section provides additional information regarding the principal risks
described in the Fund Summary above. Each of the factors below could have a
negative impact on the Fund’s performance.
Active
Management Risk. The
Fund is actively managed and subject to the risk that the Advisor’s use of
investment techniques and risk analyses to make investment decisions fails to
perform as expected, which may cause the Fund to lose value or underperform
other investments with similar objectives and strategies or the market in
general.
Correlation
Risk.
The Fund’s investment strategy of buying and selling options will result in
performance that differs from that of the Index. The call options written by the
Fund will limit the Fund’s opportunity to participate in increases when the ETFs
in which the Fund invests perform well. Further, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index.
Debt
Securities Risk. Increases
in interest rates typically lower the value of debt securities. Investments in
debt securities include credit risk, the risk that the issuer may be unable to
make principal and interest payments when they are due. There is also the
risk that a bond issuer may “call,” or repay its high yielding bonds before
their maturity dates. Debt securities subject to prepayment can offer less
potential for gains during a declining interest rate environment and similar or
greater potential for loss in a rising interest rate environment. Limited
trading opportunities for certain debt securities may make it more difficult to
sell or buy a security at a favorable price or time.
Derivatives
Risk.
The Fund buys and sells options, which are instruments that derive their
performance from underlying equity securities, also referred to as
“derivatives.” Derivatives can be volatile, and the Fund could experience a loss
if its derivatives do not perform as anticipated, or are not correlated with the
performance of their underlying security or index, or if the Fund is unable to
purchase or liquidate a position because of an illiquid secondary market.
Changes in liquidity may result in significant, rapid, and unpredictable changes
in the prices for derivatives. Additionally, to the extent the Fund is required
to segregate or “set aside” liquid assets or otherwise cover open derivatives
positions, the Fund may be required to sell portfolio holdings to meet these
segregation requirements. There is a possibility that the Fund would be required
to segregate a large percentage of the Fund’s assets, which could impede
portfolio management or the Fund’s ability to meet redemption requests or other
current obligations.
Equity
Risk.
The Fund invests in common stocks or ETFs that invest in common stocks, options
that derive their performance from the Index, which is made up of common stocks.
Stock markets are volatile. The prices of stocks will fluctuate and can decline
and reduce the value of the Fund’s investments. The value of equity securities
purchased by the Fund could decline if the financial condition of the companies
the Fund invests in decline, if overall market and economic conditions
deteriorate, or due to factors that affect a particular industry or industries.
In addition, the value of equity securities may fluctuate due to general market
conditions that are not specifically related to a company or industry, such as
real or perceived adverse economic conditions, changes in the general outlook
for corporate earnings, changes in interest or currency rates or generally
adverse investor sentiment.
Exchange-Traded
Funds Risk.
The risks of investments in ETFs reflect the risks of the underlying instruments
in which the ETF invests. When the Fund invests in ETFs, shareholders of the
Fund indirectly bear a proportionate share of the ETF’s fees and expenses, as
well as their share of the Fund’s fees and expenses. As a result, an investment
by the Fund in an ETF could cause the Fund’s operating expenses (taking into
account indirect expenses such as the fees and expenses of the ETF) to be higher
and, in turn, performance to be lower than if the Fund were to invest directly
in the instruments held by the ETF. Shareholders may invest directly in an ETF,
and thereby avoid duplicative fees. Trading on an exchange does not guarantee a
liquid market will exist for an ETF. Trading in an ETF may be halted if the
trading in one or more of the ETF’s underlying securities is halted. ETFs may
trade at a premium or discount to their net asset value.
General
Market Risk.
The market value of a security may go up or down in response to many factors
including the historical and prospective earnings of the issuer, the value of
its assets, general economic conditions, interest rates, inflation, investor
perceptions and market liquidity. Price changes may be temporary or last for
extended periods. The value of the Fund’s investments may be negatively affected
by the real or perceived occurrence of global events such as war, terrorism,
environmental disasters, natural disasters or events, country instability, and
infectious disease epidemics or pandemics and other public health
emergencies.
High
Portfolio Turnover Risk. The
Fund’s strategies may involve actively trading securities, resulting in a high
portfolio turnover rate, which can increase transaction costs (thus lowering
performance) and taxable distributions. A high portfolio turnover rate generally
involves correspondingly greater brokerage commission expenses, which must be
borne directly by the Fund, reducing Fund returns accordingly. The portfolio
turnover rate of the Fund may vary from year to year.
Large
Capitalization Risk.
Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger
companies also may not be able to attain the high growth rates of successful
smaller companies. If valuations of large capitalization companies appear to be
greatly out of proportion to the valuations of small or medium capitalization
companies, investors may migrate to the stocks of small and medium-sized
companies.
Leverage
Risk.
Some transactions may give rise to a form of economic leverage and may expose
the Fund to greater risk and increase its costs. The use of leverage may cause
the Fund to liquidate portfolio positions when it may not be advantageous to do
so to satisfy its obligations or to meet any required asset segregation
requirements. Increases and decreases in the value of the Fund’s portfolio will
be magnified when the Fund uses leverage. Use of leverage can produce volatility
and increase the risk that the Fund will lose more than it has
invested.
Management
Risk.
The Advisor’s investment strategies for the Fund may not result in an increase
in the value of your investment or in overall performance equal to other
investments, and your investment may lose value.
Options
Risk.
Options transactions involve special risks that may make it difficult or
impossible to close a position when the Fund desires. A fund that purchases
options, which are a type of derivative, is subject to the risk that gains, if
any, realized on the position, will be less than the amount paid as premiums to
the writer of the option. A fund that writes options receives a premium that may
be small relative to the loss realized in the event of adverse changes in the
value of the underlying instruments. A fund that writes covered call options
gives up the opportunity to profit from any price increase in the underlying
security above the option exercise price while the option is in effect. Options
may be more volatile than the underlying instruments. There may at times be an
imperfect correlation between the movement in values of options and their
underlying securities and there may at times not be a liquid secondary market
for certain options. The Fund may be exposed to the risk that losses may exceed
the amount originally invested. In addition, the Advisor will close out options
trades approximately one year after the date in which the trades are entered and
enter new options trades, which may affect the Fund’s portfolio turnover rate
and the amount of brokerage commissions paid by the Fund.
Tax
Risk. The
Fund’s investments and investment strategies, including transactions in options
contracts, may be subject to special and complex federal income tax provisions,
the effect of which may be, among other things: (i) to disallow, suspend, defer
or otherwise limit the allowance of certain losses or deductions; (ii) to
accelerate income to the Fund; (iii) to convert long-term capital gain, which is
currently
subject
to lower tax rates, into short-term capital gain or ordinary income, which are
currently subject to higher tax rates; (iv) to convert an ordinary loss or a
deduction into a capital loss (the deductibility of which is more limited); (v)
to treat dividends that would otherwise constitute qualified dividend income as
non-qualified dividend income; and (vi) to produce income that will not qualify
as good income under the gross income requirements that must be met for the Fund
to qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the “Code”).
U.S.
Government Securities Risk. Investing
in securities backed by the U.S. Treasury or the full faith and credit of the
U.S. government are guaranteed only as to the timely payment of interest and
principal when held to maturity. Accordingly, the current market values for
these securities will fluctuate with changes in interest rates.
Valuation
Risk. The
lack of an active trading market may make it difficult to obtain an accurate
price for a security held or option written by the Fund. If market conditions
make it difficult to value securities or options, the Fund may value these
securities or options using more subjective methods, such as fair value pricing.
In such cases, the value determined for a security or option could be different
than the value realized upon such security’s or option’s sale. As a result, an
investor could pay more than the market value when buying Fund shares or receive
less than the market value when selling Fund shares.
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio holdings is available in the Fund’s Statement of
Additional Information (“SAI”).
The
Fund’s investment advisor is Lido Advisors, LLC, located at 1875 Century Park
East, Suite 950, Los Angeles, CA 90067. The Advisor is an investment advisory
firm founded in 2001 and registered with the SEC in 2015. The Advisor is an
investment advisory firm founded in 2001 and registered with the SEC in 2015.
The Advisor is majority owned by CB Lido Offshore X, LP and CharlesBank Equity
Fund X, Limited Partnership.
Prior
to August 23, 2022 (the “Transition Date”), the Fund’s investment advisor was
Oakhurst Advisors, LLC (the “Predecessor Adviser”), a registered investment
advisor and affiliate of the Advisor. Effective on the Transition Date, the
Predecessor Adviser transitioned the investment management responsibilities of
the Fund to the Advisor. Jason Ozur, Jeffrey Garden, and Michael Reis are
currently the portfolio managers of the Fund. Prior to the Transition Date,
Mr.
Ozur and Mr. Garden
each served as a portfolio manager of the Fund since its inception in May 2017
as employees of the Predecessor Adviser. During that period, Mr. Ozur and Mr.
Garden were also co-employees of the Advisor. Mr.
Reis has served as portfolio manager of the Fund since August 2022.
The
Advisor is responsible for the day-to-day management of the Fund in accordance
with the Fund’s investment objective and policies. The Advisor also furnishes
the Fund with office space and certain administrative services and provides the
advisory personnel needed to fulfill its obligations under its advisory
agreement. For its services, the Fund pays the Advisor a monthly management fee
that is calculated at the annual rate of 1.00% of the Fund’s average daily net
assets, which is the same management fee rate that was payable to the
Predecessor Adviser under the prior investment advisory agreement between the
Fund and the Predecessor Adviser (the “Predecessor Advisory Agreement”). The
advisory services provided by the Advisor under the Advisory Agreement are
materially the same as the advisory services provided by the Predecessor Adviser
under the Predecessor Advisory Agreement. For the fiscal year ended April 30,
2022, the Predecessor Adviser received 1.21% in management fees for its services
to the Fund, including previously waived expenses recouped by the Predecessor
Adviser.
In
addition, the Advisor has contractually agreed to waive a portion or all of its
management fees and reimburse Fund expenses until at least August 23, 2024
to ensure that the Fund’s Total Annual Fund Operating Expenses after fee waiver
and/or expense reimbursement (excluding front-end or contingent deferred sales
loads, Rule 12b-1 fees, shareholder servicing plan fees, acquired fund fees and
expenses, taxes, leverage/borrowing interest, interest expense, dividends on
securities sold short, brokerage and other transactional expenses, expenses
incurred in connection with any merger or reorganization, or extraordinary
expenses) will not exceed 1.50% of the average daily net assets of the Fund (the
“Expense Cap”). The Expense Cap will remain in effect through at least
August 23, 2024, and may be terminated at any time upon 60 days’ written
notice by the Board or the Advisor. The Advisor may request recoupment of
previously waived fees and reimbursed Fund expenses from the Fund for three
years from the date they were waived or reimbursed, provided that after payment
of the recoupment, the Total Annual Fund
Operating
Expenses do not exceed the lesser of the Expense Cap: (i) in effect at the time
of the waiver or reimbursement; or (ii) in effect at the time of
recoupment.
A
discussion regarding the basis for the Board’s approval of the Fund’s Advisory
Agreement will be available in the Fund’s semi-annual report to shareholders for
the period ended October 31, 2022.
The
Fund, as a series of the Trust, does not hold itself out as related to any other
series of the Trust for purposes of investment and investor services, nor does
it share the same investment advisor with any other series of the
Trust.
Jason
Ozur joined the Advisor in 2009 and currently serves as Senior Managing
Director, Chief Executive Officer. He has over 20 years of investment
experience. Mr. Ozur is a licensed CPA (inactive) and holds the Series 65
license.
Jeffrey
Garden joined the Advisor in 2014 and currently serves as Director, Chief
Investment Officer. From 2011 to 2013, he served as an investment advisor at
Union Bank of Israel. Mr. Garden has over 13 years of investment experience and
is a CFA Charterholder.
Michael
Reis joined the Advisor in 2022 and has over 20 years of experience in
derivatives trading and portfolio management. Prior to joining the Advisor, Mr.
Reis was a Portfolio Manager – Options Strategies at Oakhurst Advisors, LLC from
2020 to 2022. Prior to joining Oakhurst Advisors, LLC in 2020, Mr. Reis was an
investment strategist with Charles Schwab from 2014 to 2019. Mr. Reis is a
Chartered Market Technician (CMT) charterholder.
The
SAI provides additional information about the portfolio managers’ compensation,
other accounts managed by the portfolio managers and their ownership of Fund
shares.
Net
Asset Value. Shares
of the Fund are sold at its NAV, plus any applicable sales charge. The NAV is
determined by dividing the value of the Fund’s securities, cash and other
assets, minus all liabilities, by the number of shares outstanding (assets –
liabilities / number of shares = NAV). The NAV takes into account the
expenses and fees of the Fund, including management, administration and other
fees, which are accrued daily. The Fund’s share price is ordinarily calculated
as of the scheduled close of regular trading (generally, 4:00 p.m. Eastern Time)
on each day that the NYSE is open for business.
All
shareholder transaction orders received in good order (as described below under
“How to Purchase Shares of the Fund - Good Order Purchase Requests”) by the
transfer agent, or an authorized financial intermediary by the close of the
NYSE, generally 4:00 p.m. Eastern Time, will be processed at the applicable
price on that day. Transaction orders received after the close of the NYSE will
receive the applicable price on the next business day. The Fund’s NAV, however,
may be calculated earlier if trading on the NYSE is restricted or as permitted
by the SEC. The Fund does not determine the NAV of its shares on any day when
the NYSE is not open for trading, such as weekends and certain national holidays
as
disclosed
in the SAI (even if there is sufficient trading in its portfolio securities on
such days to materially affect the NAV). In certain cases, fair value
determinations may be made as described below under procedures as adopted by the
Board.
Fair
Value Pricing. Occasionally,
market quotations are not readily available, are unreliable, or there may be
events affecting the value of foreign securities or other securities held by the
Fund that occur when regular trading on foreign exchanges is closed, but before
trading on the NYSE is closed. Fair value determinations are then made in good
faith in accordance with procedures adopted by the Board. Generally, the fair
value of a portfolio security or other asset shall be the amount that the owner
of the security or asset might reasonably expect to receive upon its current
sale.
Attempts
to determine the fair value of securities introduce an element of subjectivity
to the pricing of securities. As a result, the price of a security determined
through fair valuation techniques may differ from the price quoted or published
by other sources and may not accurately reflect the market value of the security
when trading resumes. If a reliable market quotation becomes available for a
security formerly valued through fair valuation techniques, the Fund would
compare the new market quotation to the fair value price to evaluate the
effectiveness of its fair valuation procedures. If any significant discrepancies
are found, the Fund may adjust its fair valuation procedures.
In
the case of foreign securities, the occurrence of certain events after the close
of foreign markets, but prior to the time the Fund’s NAV is calculated (such as
a significant surge or decline in the U.S. or other markets) often will result
in an adjustment to the trading prices of foreign securities when foreign
markets open on the following business day. If such events occur, the Fund will
value foreign securities at fair value, taking into account such events, in
calculating the NAV. In such cases, use of fair valuation can reduce an
investor’s ability to seek to profit by estimating the Fund’s NAV in advance of
the time the NAV is calculated. The Fund’s investments in smaller or medium
capitalization companies are more likely to require a fair value determination
because they may be more thinly traded and less liquid than securities of larger
companies. It is anticipated that the Fund’s portfolio holdings will be fair
valued only if market quotations for those holdings are unavailable or
considered unreliable.
To
purchase shares of the Fund, you must make at least the minimum initial
investment (or subsequent investment) as shown in the table below.
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Minimum
Initial Investment |
Minimum
Subsequent Investment |
Institutional
Class |
$25,000 |
$250 |
Advisor
Class |
$1,000 |
$250 |
Minimum
initial and subsequent purchase amounts may be reduced or waived by the Advisor
for specific investors or types of investors, including, without limitation,
employee benefit plan investors, retirement plan investors, investors who invest
in the Fund through an asset-based fee program made available through a
financial intermediary, customers of investment advisers, brokers, consultants
and other intermediaries that recommend the Fund, employees of the Advisor and
its affiliates and their family members, investment advisory clients of the
Advisor, and current or former Trustees of the Trust and their family members.
Certain financial intermediaries also may have investment minimums, which may
differ from the Fund’s minimums, and may be waived at the intermediaries’
discretion. If your investment is
aggregated
into an omnibus account established by an investment adviser, broker, consultant
or other financial intermediary, the account minimums apply to the omnibus
account, not to your individual investment. There is no investment minimum on
reinvested distributions and the Fund may change investment minimums at any
time.
Choosing
a Share Class
This
Prospectus describes two classes of shares of the Fund: Institutional Class and
Advisor Class shares. Advisor Class shares are not currently offered. The Fund
provides these classes of shares so that you can choose the class that best
suits your investment needs. Shares of both classes are available for purchase
at the NAV per share next determined after your order is received by either the
Fund’s transfer agent, U.S. Bank Global Fund Services (the “Transfer Agent”), or
an authorized financial intermediary, or its designee. The main differences
between each class are sales charges, ongoing fees and minimum investment
amounts. Each class of shares of the Fund represents an interest in the Fund’s
portfolio of investments.
When
deciding which class of shares to purchase, you should consider your investment
goals, present and future amounts you may invest in the Fund, and the length of
time you intend to hold your shares. To help you make a determination as to
which class of shares to buy, please refer back to the examples of the Fund’s
expenses over time in the “Fees and Expenses of the Fund” section in this
Prospectus. You also may wish to consult with your financial adviser for advice
with regard to which share class would be most appropriate for you.
Institutional
Class Shares. Institutional
Class shares do not carry a sales charge and do not pay Rule 12b-1 distribution
and service fees. Institutional Class shares are subject to a shareholder
servicing fee of up to 0.10% of the average daily net assets of the Fund
attributable to Institutional Class shares. Institutional Class shares are
available for purchase at the NAV per share next determined after your order is
received by the Transfer Agent or a financial intermediary, or its designee, and
have an initial investment minimum of $25,000.
The
following persons are generally eligible to invest in Institutional Class
shares:
•Institutional
investors including banks, savings institutions, credit unions and other
financial institutions, pension, profit sharing and employee benefit plans and
trusts, insurance companies, investment companies, investment advisers,
broker-dealers and financial advisers acting for their own accounts or for the
accounts of their clients; and
•Full-time
employees, agents, employees of agents, retirees and directors (trustees), and
members of their families (i.e., parent, child, spouse, domestic partner,
sibling, set or adopted relationships, grandparent, grandchild and UTMA accounts
naming qualifying persons) of the Advisor and its affiliated
companies.
Advisor
Class Shares.
Advisor Class shares are not currently offered for purchase. When available,
Advisor Class shares will be available for purchase at offering price, which is
the Fund’s NAV plus applicable sales charges, as described below. Advisor Class
shares pay a Rule 12b-1 distribution and service fee of up to 0.25%, and a
shareholder servicing fee of up to 0.10%, each based on the average daily net
assets of the Fund attributable to Advisor Class shares.
If
you purchase Advisor Class shares of the Fund you will pay the offering price
which is the NAV next determined after your order is received by either the
Fund’s transfer agent or a financial intermediary, plus a front-end sales charge
(shown in percentages below) depending on the amount of your investment.
Since
sales charges are reduced for Advisor Class share purchases above certain dollar
amounts, known as “breakpoint thresholds,” the offering price is lower for these
purchases. The dollar amount of the sales charge is the difference between the
offering price of the shares purchased (based on the applicable sales charge in
the table below) and the NAV of those shares. Because of rounding in the
calculation of the offering price, the actual sales charge you pay may be more
or less than that calculated using the percentages shown below.
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Investment
Amount |
Sales
Charge as a % of Offering
Price(1) |
Sales
Charge as a % of Net Amount Invested |
Dealer
Reallowance as a % of Offering Price |
Less
than $25,000 |
5.75% |
6.10% |
5.00% |
$25,000
but less than $50,000 |
5.50% |
5.82% |
4.75% |
$50,000
but less than $100,000 |
4.75% |
4.99% |
4.00% |
$100,000
but less than $250,000 |
3.75% |
3.83% |
3.25% |
$250,000
but less than $500,000 |
2.50% |
2.56% |
2.00% |
$500,000
but less than $1,000,000 |
2.00% |
2.04% |
1.75% |
$1,000,000
or more(2) |
0.00% |
0.00% |
0.00% |
(1)The
offering price includes the front-end sales charge.
(2)If
you purchase $1 million worth of shares or more, you will pay no initial sales
load. However, in this case, if you were to sell your shares within 18
months of purchase, you would pay a CDSC of up to 1.00% of the value of the
Class A shares when they were purchased or the market value at the time of
redemption, whichever is less, unless the dealer of record waived its
commission. A sales charge does not apply to shares you purchase through
reinvestment of dividends or distributions, which means you will never pay a
CDSC on any increase in your investment above the initial offering
price.
Advisor
Class Sales Charge Reductions and Waivers. You
may be able to reduce the sales charge on Advisor Class shares of the Fund based
on the type of transaction, the combined market value of your accounts or
intended investment, and for certain groups or classes of shareholders. If you
believe you are eligible for any of the following reductions or waivers, it is
up to you to inform the Fund or financial intermediary that you may be eligible
for a reduction and to provide appropriate proof of eligibility.
Reinvested
Distributions:
You pay no sales charges on Advisor Class shares you buy with reinvested
distributions from Advisor Class distributions from the Fund.
Letter
of Intent (“LOI”):
By signing an LOI prior to purchase, you pay a lower sales charge now in
exchange for promising to invest an amount within the next 13 months sufficient
to meet one of the above breakpoint thresholds. Your individual purchases will
be made at the applicable sales charge based on the amount you plan to invest
over the 13-month period. Reinvested distributions do not count as purchases
made during this period. Any shares purchased within 90 days of the date you
sign the LOI may be used as credit toward completion, but the reduced sales
charge will only apply to new purchases made on or after that date. The Fund
will hold in escrow shares equal to approximately 5.75% of the amount of shares
you indicate in the LOI. If you do not invest the amount specified in the LOI
before the expiration date, the transfer agent will redeem a sufficient amount
of escrowed shares to pay the difference between the reduced sales load you paid
and the sales load you would have paid based on the total amount actually
invested in Advisor Class shares as of the expiration date. Otherwise, the
transfer agent will release the escrowed shares when you have invested the
agreed amount.
Rights
of Accumulation (“ROA”):
You may combine the value at the current offering price of Advisor Class shares
of the Fund with a new purchase of Advisor Class shares of the Fund to reduce
the sales charge on the new purchase. The sales charge for the new shares will
be figured at the rate in the table above that applies to the combined value of
your currently owned shares and the value of the new investment, based on the
amount of shares purchased that day. ROA allows you to combine the value of your
account with the value of other eligible accounts for purposes of meeting the
breakpoint thresholds above.
You
may aggregate your eligible accounts with the eligible accounts of members of
your immediate family to obtain a breakpoint discount. The types of eligible
accounts that may be aggregated to obtain the breakpoint discounts described
above include individual accounts, joint accounts and certain IRAs.
For
the purpose of obtaining a breakpoint discount, members of your “immediate
family” include your spouse, domestic partner, child, stepchild, parent,
sibling, grandchild and grandparent, in each case including in-law and adoptive
relationships. In addition, a fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or more employee benefit
plans of the same employer) that has multiple accounts. Eligible accounts
include those registered in the name of your financial intermediary through
which you own shares in the Fund.
Certain
groups or classes of shareholders:
If you fall into any of the following categories, you can buy Advisor Class
shares at NAV without a sales charge:
•Current
and retired employees, directors/trustees and officers of:
◦The
Advisor and its affiliates; and
◦Family
members (spouse, domestic partner, parents, grandparents, children,
grandchildren and siblings (including step and in-law)) of any of the above;
•Any
trust, pension, profit sharing or other benefit plan for current employees,
directors/trustees and officers of the Advisor and its affiliates;
•Current
employees of:
◦Broker-dealers
who act as selling agents for the Fund/Trust; and
◦Family
members (spouse, domestic partner, parents, grandparents, children,
grandchildren and siblings (including step and in-law)) of any of the above;
•Qualified
registered investment advisers who buy through a broker-dealer or service agent
who has entered into an agreement with the Fund’s distributor that allows for
load-waived Advisor Class shares purchases.
Sales
load information is not separately posted on the Fund’s website because the Fund
does not currently have a website.
Converting
to Institutional Class Shares.
You
may convert Advisor Class shares to Institutional Class shares at any time if
you would be otherwise eligible to purchase Institutional Class shares. To
request a conversion, please contact the Transfer Agent at 844-OAKHRST
(844-625-4778) or mail your request to:
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For
regular mail delivery: |
For
an overnight delivery: |
Oakhurst
Strategic Defined Risk Fund c/o U.S. Bank Global Fund
Services P.O. Box 701 Milwaukee, Wisconsin 53201-0701 |
Oakhurst
Strategic Defined Risk Fund c/o U.S. Bank Global Fund Services
615 East Michigan Street, 3rd Floor Milwaukee, Wisconsin
53202-5207 |
Good
Order Purchase Requests
When
making a purchase request, make sure your request is in good order. “Good order”
means your purchase request includes:
▪the
name
of the Fund;
▪the
class
of shares to be purchased;
▪the
dollar
amount
of shares to be purchased;
▪your
account application
or investment stub; and
▪a
check payable to Oakhurst
Strategic Defined Risk Fund
or a wire transfer received by the Fund.
All
purchases by check must be in U.S. dollars and drawn on U.S. banks. The Fund
will not accept payment in cash or money orders. Also, to prevent check fraud,
the Fund will not accept third party checks, Treasury checks, credit card
checks, traveler’s checks or starter checks for the purchase of shares. The Fund
is unable to accept post-dated checks or any conditional order or
payment.
If
your check is returned for any reason, the Transfer Agent will assess a $25 fee
against your account. You will also be responsible for any losses suffered by
the Fund as a result.
An
account application to purchase Fund shares is subject to acceptance by the Fund
and is not binding until so accepted. The Fund reserves the right to reject any
account application or to reject any purchase order if, in its discretion, it is
in the Fund’s best interest to do so. For example, a purchase order may be
refused if it appears so large that it would disrupt the management of the Fund.
Purchases may also be rejected from persons believed to be “market-timers,” as
described under “Tools to Combat Frequent Transactions,” below. Accounts opened
by entities, such as credit unions, corporations, limited liability companies,
partnerships or trusts, will require additional documentation. Please note that
if any information listed above is missing, your account application will be
returned and your account will not be opened.
Upon
acceptance by the Fund, all purchase requests received in good order before the
close of the NYSE (generally 4:00 p.m., Eastern Time) will be processed at
the applicable price next calculated after receipt. Purchase requests received
after the close of the NYSE (generally 4:00 p.m., Eastern Time) will be
priced on the next business day.
Shares
of the Fund have not been registered for sale outside of the United States. The
Fund generally does not sell shares to investors residing outside the United
States, even if they are United States citizens or lawful permanent residents,
except to investors with United States military APO or FPO
addresses.
Purchase
by Mail
For
direct investments through the Transfer Agent, you should:
•Complete
and sign the account application;
•To
open an account, write a check payable to: “Oakhurst Strategic Defined Risk
Fund”
•Send
your account application and check to one of the addresses listed
below;
•For
subsequent investments, detach the Invest by Mail form from the confirmation
statement you will receive after each transaction and mail it with a check made
payable to the Fund in the envelope provided with your statement or to one of
the addresses noted below. Write your account number on the check. If you do not
have the Invest by Mail form from your confirmation statement, include the Fund
name, your name, address and account number on a separate piece of
paper.
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For
regular mail delivery: |
For
an overnight delivery: |
Oakhurst
Strategic Defined Risk Fund c/o U.S. Bank Global Fund Services
P.O. Box 701 Milwaukee, Wisconsin 53201-0701 |
Oakhurst
Strategic Defined Risk Fund c/o U.S. Bank Global Fund Services
615 East Michigan Street, 3rd Floor Milwaukee, Wisconsin
53202-5207 |
The
Fund does not consider the U.S. Postal Service or other independent
delivery services to be its agents. Therefore, deposit in the mail or with such
services, or receipt at the U.S. Bank Global Fund Services post office box,
of purchase orders or redemption requests does not constitute receipt by the
transfer agent of the Fund. Receipt of purchase orders or redemption requests is
based on when the order or request is received at the transfer agent’s
offices.
Purchase
by Wire
If
you are making your first investment in the Fund, before you wire funds, please
contact the Transfer Agent by phone to make arrangements with a representative
to submit your completed account application via mail or overnight delivery.
Upon receipt of your completed account application, your account will be
established and a service representative will contact you to provide you with
your new account number and wiring instructions. If you do not receive this
information within one business day, you may call the Fund’s transfer agent at
844-OAKHRST (844-625-4778). Once your account has been established, you may
instruct your bank to initiate the wire using the instructions provided below.
For
either initial or subsequent investments, prior to sending the wire, please call
the transfer agent at 844-OAKHRST (844-625-4778) to advise of your wire to
ensure proper credit upon receipt. Your bank must include the name of the Fund,
and your name and account number so that your wire can be correctly applied.
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Instruct
your bank to send the wire to: |
U.S. Bank
N.A. 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 ABA
#075000022 Credit: U.S. Bank Global Fund Services Account
#112-952-137 Further Credit: Oakhurst Strategic Defined Risk
Fund (Shareholder Name, Shareholder Account
#) |
Your
bank may impose a fee for investments by wire. You will receive the applicable
price per share for the day that your wired funds have been received by the
Transfer Agent. Wired funds must be received prior to the close of the NYSE
generally 4:00 p.m., Eastern Time, to be eligible for same day pricing.
Wires received after the close of the NYSE will be considered received by the
next business day. The Fund and the transfer agent are not responsible for the
consequences of delays resulting from the banking or Federal Reserve wire system
or from incomplete wiring instructions. If you have questions about how to
invest by wire, you may call the Fund at 844-OAKHRST
(844-625-4778).
Purchase
by Telephone
If
you did not decline telephone transactions on your account application, if you
included a voided check or savings deposit slip, and your account has been open
for at least 7 business days, you may purchase additional shares in the amount
of $250 or more from your bank account upon request by telephoning the Funds
toll-free at 844-OAKHRST (844-625-4778). Telephone orders will be accepted via
electronic funds transfer from your pre-designated bank account through the
Automated Clearing House (“ACH”)
network.
You must have banking information established on your account prior to making a
purchase. Only bank accounts held at domestic institutions that are ACH members
may be used for telephone transactions. If your order is received prior to the
close of the NYSE (generally 4:00 p.m. Eastern Time), shares will be
purchased at the NAV next calculated, plus any applicable sales charge. For
security reasons, requests by telephone are recorded.
Automatic
Investment Plan
If
you intend to use an Automatic Investment Plan (“AIP”), you may open your
account with an initial minimum investment of $25,000 for Institutional Class
shares or $1,000 for Advisor Class shares. Once your account has been opened,
you may purchase shares of the Fund through the AIP in amounts of at least $250.
If you choose this option, funds will be automatically transferred from your
bank account monthly or quarterly. To be eligible for this plan, your bank must
be a domestic institution that is an ACH member. The Fund may modify or
terminate the AIP at any time. The first AIP purchase will take place no earlier
than 7 business days after the Transfer Agent has received your request. If your
bank rejects your payment, the Transfer Agent will charge a $25 fee to your
account. To begin participating in the AIP, please complete the AIP section on
the account application. Any request to change or terminate your AIP should be
submitted to the Transfer Agent five days prior to effective date.
Purchases
Placed with Financial Intermediaries
You
may buy and sell shares of the Fund through certain financial intermediaries.
Such financial intermediaries are authorized to designate other intermediaries
to receive purchase and redemption orders on behalf of the Fund. Your order will
be priced at the Fund’s NAV, plus any applicable sales charge for Advisor Class
shares, next computed after it is received by a financial intermediary. A
financial intermediary may hold your shares in an omnibus account in the
financial intermediary’s name and the financial intermediary may maintain your
individual ownership records. 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. Your financial intermediary may impose investment minimum
requirements that are different from those set forth in this Prospectus. The
Fund may pay the financial intermediary for maintaining individual ownership
records as well as providing other shareholder services. Financial
intermediaries may charge fees for the services they provide to you in
connection with processing your transaction order or maintaining your account
with them. Financial intermediaries are responsible for placing your order
correctly and promptly with the Fund, forwarding payment promptly, as well as
ensuring that you receive copies of the Fund’s Prospectus. The Fund will be
deemed to have received a purchase order when a financial intermediary, or its
authorized designee, receives the order. If you transmit your order with these
financial intermediaries before the close of regular trading (generally, 4:00
p.m., Eastern Time) on a day that the NYSE is open for business, your order will
be priced at a Fund’s NAV, plus any applicable sales charge, next computed after
it is received by the financial intermediary. Investors should check with their
financial intermediary to determine if it is subject to these arrangements.
Cancellations
or Modifications
The
Fund will not accept a request to cancel or modify a written transaction once
processing has begun. Please exercise care when placing a transaction
request.
Redemptions
will be processed only on a day during which the NYSE is open for business. You
may receive the proceeds of redemption by check or wire or via electronic funds
transfer through the ACH network. Proceeds from redemption of Fund shares will
generally be sent no later than seven calendar
days
after the Fund receives your redemption request. If elected on your account
application, you may have the proceeds of the redemption request sent by check
to your address of record, by wire to a pre-determined bank, or by electronic
funds transfer via the ACH network to the bank account designated by you on your
account application. The minimum wire amount is $100 and there is a $15 fee
for each wire transfer. When proceeds are sent via the ACH network, the funds
are usually available in your bank account in two to three business
days.
The
Fund typically expects that it will hold cash or cash equivalents to meet
redemption requests. The Fund may also use the proceeds from the sale of
portfolio securities to meet redemption requests if consistent with the
management of the Fund. These redemption methods will be used regularly and may
also be used in stressed market conditions. The Fund reserves the right to
redeem in-kind as described below in “Redemption in-Kind.” Redemptions in-kind
are typically used to meet redemption requests that represent a large percentage
of the Fund’s net assets in order to minimize the effect of large redemptions on
the Fund and its remaining shareholders. Redemptions in-kind may be used
regularly in circumstances as described above, and may also be used in stressed
market conditions. Please note that certain fees may apply depending on the
timing or manner in which you redeem shares (see the section entitled “Tools to
Combat Frequent Transactions” in this Prospectus for more information). Requests
to redeem shares are processed at the NAV next calculated after the Transfer
Agent or your financial intermediary receives your request in good
order.
Shareholders
who have an IRA or other retirement plan must indicate on their written
redemption request whether or not to withhold federal income tax. Redemption
requests failing to indicate an election not to have tax withheld will generally
be subject to a 10% withholding tax.
Shares
held in IRA and other investment accounts may be redeemed by telephone by
calling 844-OAKHRST (844-625-4778). Investors will be asked whether or not to
withhold taxes from any distribution.
Redeem
by Mail
To
redeem by mail, please:
•Provide
your name and account number;
•Specify
the number of shares or dollar amount to be redeemed and the Fund name or
number;
•Sign
the redemption request (the signature must be exactly the same as the one on
your account application). Make sure that all parties that are required by the
account registration sign the request, and any applicable signature guarantees
are on the request; and
•Send
your request to the appropriate address as given under “Purchase by Mail”.
Redeem
by Telephone
Unless
you declined the option on your account application, you may redeem your shares
of the Fund up to $250,000 by telephone. In order to arrange for the telephone
redemption option after your account has been established, or to change the bank
account or address designated to which redemption proceeds are sent, you must
send the Transfer Agent a written request. The request must be signed by each
shareholder of the account. The transfer agent may require a signature
guarantee, signature verification from a Signature Validation Program member, or
other acceptable form of authentication from a financial institution source. To
redeem by telephone, call the transfer agent at 844-OAKHRST (844-625-4778)
between the hours of 9:00 a.m. and 8:00 p.m. Eastern Time on a day the
NYSE is open for business. Shares of the Fund will be sold in your account at
the NAV determined on the day your order is placed prior to market close
(generally, 4:00 p.m., Eastern Time); any redemption requests made after
market close will receive the Fund’s next calculated NAV price.
Before
executing an instruction received by telephone, the Transfer Agent will use
reasonable procedures to confirm that the telephone instructions are genuine.
The telephone call may be recorded and the caller may be asked to verify certain
personal identification information. If the Fund or its agents follow these
procedures, they cannot be held liable for any loss, expense or cost arising out
of any telephone redemption request that is reasonably believed to be genuine.
This includes fraudulent or unauthorized requests. The Fund may change, modify
or terminate these privileges at any time upon at least 60 days’ written notice
to shareholders. Once a telephone transaction has been placed, it cannot be
canceled or modified after the close of regular trading on the NYSE (generally,
4:00 p.m., Eastern Time). If an account has more than one owner or authorized
person, the Fund will accept telephone instructions from any one owner or
authorized person. 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 the Transfer Agent will be held liable if you are unable to
place your trade due to high call volume.
Systematic
Withdrawal Program
The
Fund offers a systematic withdrawal plan (the “SWP”) whereby shareholders or
their representatives may request a redemption in a specific dollar amount be
sent to them each month, calendar quarter or annually. Investors may choose to
have a check sent to the address of record, or proceeds may be sent to a
pre-designated bank account via the ACH network. To start this program, your
account must have Fund shares with a value of at least $25,000 for Institutional
Class shares and $1,000 for Advisor Class shares, and the minimum payment amount
is $100. This program may be terminated or modified by the Fund at any time. Any
request to change or terminate your SWP should be communicated in writing or by
telephone to the transfer agent no later than five days before the next
scheduled withdrawal. A withdrawal under the SWP involves redemption of Fund
shares, and may result in a gain or loss for federal income tax purposes. In
addition, if the amount withdrawn exceeds the amounts credited to your account,
the account ultimately may be depleted. To establish the SWP, complete the SWP
section of the Account Application. Please call 844-OAKHRST (844-625-4778) for
additional information regarding the SWP.
Redemptions
Through a Financial Intermediary
You
may redeem the Fund’s shares through your financial intermediary. Redemptions
made through a financial intermediary may be subject to procedures established
by that institution. Your financial intermediary is responsible for sending your
order to the Fund and for crediting your account with the proceeds. For
redemption through financial intermediaries, orders will be processed at the NAV
next effective after receipt of the order by the financial intermediary, less
any CDSC for applicable redemptions of Advisor Class shares. Please keep in mind
that your financial intermediary may charge
additional
fees for its services. Investors should check with their financial
intermediaries to determine if they are subject to these
arrangements.
The
Fund is intended for long-term investors. Short-term “market-timers” who engage
in frequent purchases and redemptions may disrupt the Fund’s investment program
and create additional transaction costs that are borne by all of the Fund’s
shareholders. The Board has adopted policies and procedures reasonably designed
to detect and prevent market timing and excessive, short-term trading and other
abusive trading practices that may disrupt portfolio management strategies and
harm performance. The Fund takes steps to reduce the frequency and effect of
these activities in the Fund. These steps may include, among other things,
monitoring trading activity, or using fair value pricing when appropriate, under
procedures as adopted by the Board, when the Advisor determines current market
prices are not readily available or are unreliable. As approved by the Board,
these techniques may change from time to time as determined by the Fund in its
sole discretion.
In
an effort to discourage abusive trading practices and minimize harm to the Fund
and its shareholders, the Fund reserves the right, in its sole discretion, to
reject any purchase order (including exchanges), in whole or in part, for any
reason (including, without limitation, purchases by persons whose trading
activity in the Fund’s shares is believed by the Advisor to be harmful to the
Fund) and without prior notice. The Fund may decide to restrict purchase and
sale activity in its shares based on various factors, including whether frequent
purchase and sale activity will disrupt portfolio management strategies and
adversely affect the Fund’s performance. Although these efforts are designed to
discourage abusive trading practices, these tools cannot eliminate the
possibility that such activity may occur. The Fund seeks to exercise its
judgment in implementing these tools to the best of its ability in a manner that
it believes is consistent with shareholder interests. Except as noted in this
Prospectus, the Fund applies all restrictions uniformly in all applicable cases.
Due
to the complexity and subjectivity involved in identifying abusive trading
activity and the volume of shareholder transactions the Fund handles, there can
be no assurance that the Fund’s efforts will identify all trades or trading
practices that may be considered abusive. In particular, since the Fund receives
purchase and sale orders through financial intermediaries that use group or
omnibus accounts, the Fund cannot always detect frequent trading. However, the
Fund will work with financial intermediaries as necessary to discourage
shareholders from engaging in abusive trading practices and to impose
restrictions on excessive trades. In this regard, the Fund has entered into
information sharing agreements with financial intermediaries pursuant to which
these intermediaries are required to provide to the Fund, at the Fund’s request,
certain information relating to their customers investing in the Fund through
non-disclosed or omnibus accounts. The Fund will use this information to attempt
to identify abusive trading practices. Financial intermediaries are
contractually required to follow any instructions from the Fund to restrict or
prohibit future purchases from shareholders that are found to have engaged in
abusive trading in violation of the Fund’s policies. However, the Fund cannot
guarantee the accuracy of the information provided to it from financial
intermediaries and cannot ensure that they will always be able to detect abusive
trading practices that occur through non-disclosed and omnibus accounts. As a
consequence, the Fund’s ability to monitor and discourage abusive trading
practices in non-disclosed and omnibus accounts may be limited.
The
proceeds from a redemption request may be delayed up to 7 business days from the
date of the receipt of a purchase made by check or electronic funds transfer
through the ACH network until the payment for the purchase clears. This delay
will not apply if you purchased your shares via wire payment. If the purchase
amount does not clear, you may be responsible for any losses suffered by the
Fund as well as a $25 service charge imposed by the transfer agent.
The
Fund may temporarily suspend the right of redemption or postpone payments under
certain emergency circumstances or when the SEC orders a
suspension.
The
Transfer Agent may require a signature guarantee for certain requests. A
signature guarantee assures that your signature is genuine and protects you from
unauthorized account transactions. A signature guarantee of each owner, from
either a Medallion program member or a non-Medallion program member, is required
in the following situations:
•For
all redemption requests in excess of $250,000;
•When
a redemption is received by the transfer agent and the account address has
changed within the last 30 calendar days;
•When
requesting a change in ownership on your account;
•When
redemption proceeds are payable or sent to any person, address or bank account
not on record.
Non-financial
transactions including establishing or modifying certain services on an account
may require a signature guarantee, signature verification from a Signature
Validation Program member, or other acceptable form of authentication from a
financial institution source.
In
addition to the situations described above, the Fund and/or the Transfer Agent
may require a signature guarantee in other instances based on the circumstances
relative to the particular situation. Signature guarantees will generally be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program and the Securities Transfer Agents
Medallion Program (“STAMP”). A
notary public is not an acceptable signature guarantor.
Please
note that, in compliance with the USA PATRIOT Act of 2001, the transfer agent
will verify certain information on your account application as part of the
Fund’s Anti-Money Laundering Program. As requested on the account application,
you must supply your full name, date of birth, social security number and
permanent street address. If you are opening an account in the name of a legal
entity (e.g., partnership, limited liability company, business trust,
corporation, etc.), you must also supply the identity of the beneficial owners
of the legal entity. Mailing addresses containing only a P.O. Box will not
be accepted. If you do not supply the necessary information, the transfer agent
may not be able to open your
account.
Please contact the Transfer Agent at 844-OAKHRST (844-625-4778) if you need
additional assistance when completing your account application. If the Transfer
Agent is unable to verify your identity or that of another person authorized to
act on your behalf, or if it believes it has identified potentially criminal
activity, the Fund reserves the right to temporarily limit additional share
purchases, close your account or take any other action it deems reasonable or
required by law. In the rare event that the Transfer Agent is unable to verify
your identity, the Fund reserves the right to redeem your account at the current
day’s net asset value.
The
Fund does not issue share certificates.
The
Fund reserves the right to reject any purchase in whole or in part. The Fund may
cease taking purchase orders at any time when the Advisor believes it is in the
best interest of the current shareholders. The purpose of such action is to
limit increased Fund expenses incurred when certain investors buy and sell
shares of the Fund for the short-term when the markets are highly
volatile.
The
Fund generally pays redemption proceeds in cash. However, the Fund reserves the
right to pay all or part of a shareholder’s redemption proceeds in portfolio
securities with a market value equal to the redemption price
(redemption-in-kind). It is not expected that the Fund would do so except during
unusual market conditions. Redemptions in-kind may be made in the form of
pro-rata slices of the Fund’s portfolio, individual securities or a
representative basket of securities. If the Fund pays your redemption proceeds
by a distribution of securities, you could incur brokerage or other charges in
converting the securities to cash and will bear any market risks associated with
such securities until they are converted into cash. A redemption in-kind is
treated as a taxable transaction and a sale of the redeemed shares, generally
resulting in capital gain or loss to you, subject to certain loss limitation
rules.
To
reduce expenses, the Fund may redeem an account if the total value of the
account falls below $1,000 due to redemptions. An investor will be given
30 days’ prior written notice of this redemption. During that period, an
investor may purchase additional shares to avoid the redemption. Automatic
redemption of your account may result in tax consequences. Please see
“Dividends, Distributions and Their Taxation” below.
In
an effort to decrease costs, the Fund will reduce the number of duplicate
Prospectuses and certain other shareholder documents you receive by sending only
one copy of each to those addresses shared by two or more accounts. Please call
the transfer agent toll free at 844-OAKHRST (844-625-4778) to request individual
copies of documents. The Fund will begin sending individual copies 30 calendar
days after receiving your request. This policy does not apply to account
statements.
It
is important that the Fund maintains a correct address for each investor. An
incorrect address may cause an investor’s account statements and other mailings
to be returned to the Fund. Based upon statutory requirements for returned mail,
the Fund will attempt to locate the investor or rightful owner of the account.
If the Fund is unable to locate the investor, then it will determine whether the
investor’s account can legally be considered abandoned. Mutual fund accounts may
be transferred to the state government of an investor’s state of residence if no
activity occurs within the account during the “inactivity period” specified in
the applicable state’s abandoned property laws, which varies by state. The Fund
is legally obligated to escheat (or transfer) abandoned property to the
appropriate state’s unclaimed property administrator in accordance with
statutory requirements. The investor’s last known address of record determines
which state has jurisdiction. To help protect their accounts, shareholders
should keep their accounts up-to-date and active, which may include calling the
Fund at 844-OAKHRST (844-625-4778) to generate shareholder initiated activity
such as completing an account transaction. Investors who are residents of the
state of Texas may designate a representative to receive legislatively required
unclaimed property due diligence notifications. Please contact the Fund to
complete a Texas Designation of Representative form.
The
Trust has entered into a Distribution Agreement with Quasar Distributors, LLC
(the “Distributor”), located at 111 East Kilbourn Avenue, Suite 2200, Milwaukee,
Wisconsin 53202, pursuant to which the Distributor acts as the Fund’s principal
underwriter, provides certain administration services and promotes and arranges
for the sale of Fund shares. The offering of Fund shares is continuous, and the
Distributor distributes Fund shares on a best efforts basis. The Distributor is
not obligated to sell any certain number of shares of the Fund. The Distributor
and the Fund’s administrator and custodian are affiliated companies. The
Distributor is a registered broker-dealer and member of the Financial Industry
Regulatory Authority, Inc.
The
Trust, on behalf of the Advisor Class shares of the Fund, has adopted a
distribution and shareholder servicing plan pursuant to Rule 12b-1 under
the 1940 Act (the “Rule 12b-1 Plan”). Under the Rule 12b-1 Plan,
Advisor Class shares pay the Distributor or other authorized recipients a Rule
12b-1 fee at an annual rate of 0.25% of their average daily net asset value. The
Distributor uses this Rule 12b‑1 fee primarily to finance activities that
promote the sale of Advisor Class shares. Such activities include, but are not
necessarily limited to, compensating brokers, dealers, financial intermediaries
and sales personnel for distribution and shareholder services, printing and
mailing prospectuses to persons other than current shareholders, printing and
mailing sales literature, and advertising. Because Rule 12b-1 fees are ongoing,
over time these fees will increase the cost of your investment in Advisor Class
shares and may cost you more than paying other types of sales charges. The
Distributor or the Fund may select financial institutions, such as banks,
fiduciaries, custodians, investment advisers and broker-dealers, as agents to
provide sales or administrative services for their clients or customers who
beneficially own Advisor Class shares. Advisor Class shares are not currently
offered for purchase. Financial institutions will receive
Rule
12b-1 fees from the Distributor based upon Advisor Class shares owned by their
clients or customers. Institutional Class shares of the Fund are not subject to
the Rule 12b-1 Plan, and do not pay Rule 12b-1 fees.
The
Trust has adopted a shareholder servicing plan (the “Shareholder Servicing
Plan”) under which, the Advisor is authorized to engage financial institutions,
securities dealers and other industry professionals to provide personal
shareholder services relating to the servicing and maintenance of shareholder
accounts not otherwise provided to the Fund. As compensation for services
provided pursuant to the Shareholder Servicing Plan, the Fund is authorized to
pay an aggregate fee of up to 0.10% of the average daily net asset value of the
Fund’s Institutional Class and Advisor Class shares. During the Fund’s most
recent fiscal year ended April 30, 2022, the Fund incurred shareholder servicing
fees in the amount of 0.10% of the average daily net assets of its Institutional
Class shares.
The
Advisor, out of its own resources and legitimate profits and without additional
cost to the Fund or its shareholders, may provide cash payments to certain
intermediaries, sometimes referred to as revenue sharing. The Advisor may make
revenue sharing payments to intermediaries for shareholder services or
distribution-related services, such as: marketing support; access to third party
platforms; access to sales meetings, sales representatives and management
representatives of the intermediary; and inclusion of the Fund on a sales list,
including a preferred or select sales list, and in other sales programs. The
Advisor may also pay cash compensation in the form of finder’s fees that vary
depending on the dollar amount of the shares sold. From time to time, and in
accordance with applicable rules and regulations, the Advisor may also provide
non-cash compensation to representatives of various intermediaries who sell Fund
shares or provide services to Fund shareholders.
If
you redeem your Fund shares, part of your redemption proceeds may represent your
allocable share of the distributions made by the Fund relating to that tax year.
You will be informed annually of the amount and nature of the Fund’s
distributions. If you sell or exchange your Fund shares, it is a taxable event
for you. Depending on the purchase price and the sale price of the shares you
sell or exchange, you may have a gain or loss on the transaction. You are
responsible for any tax liabilities generated by your transaction. The Code
limits the deductibility of capital losses in certain
circumstances.
For
federal income tax purposes, all dividends and distributions of net realized
short-term capital gains you receive from the Fund are taxable as ordinary
income or as qualified dividend income, whether reinvested in additional shares
or received in cash, unless you are exempt from taxation or entitled to a tax
deferral. Distributions of net realized long-term capital gains you receive from
the Fund, whether reinvested in additional shares or received in cash, are
taxable as a capital gain. The capital gain holding period is determined by the
length of time the Fund has held the security and not the length of time you
have held shares in the Fund. The Fund expects that, because of its investment
objective, its distributions will consist primarily of long- and short-term
capital gains (rather than dividend income). You will be informed annually as to
the amount and nature of all dividends and capital gains paid during the prior
year. Such capital gains and dividends may also be subject to state or local
taxes. If you are not required
to
pay taxes on your income, you are generally not required to pay federal income
taxes on the amounts distributed to you.
Interest
and other income received by the Fund with respect to foreign securities may
give rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If as of the close of a taxable year more than 50% of the
total assets of the Fund consist of stock or securities of foreign corporations,
the Fund intends to “pass through” to investors the amount of foreign income and
similar taxes (including withholding taxes) paid by the Fund during that taxable
year. This means that investors will be considered to have received as
additional income their respective shares of such foreign taxes, but may be
entitled to either a corresponding tax deduction in calculating taxable income,
or, subject to certain limitations, a credit in calculating federal income
tax.
The
Fund intends to pay dividends from net investment income annually and to
distribute all net realized capital gains at least annually. In addition, the
Fund may make additional distributions if necessary to avoid imposition of a 4%
excise tax or other tax on undistributed income and gains. However, no
assurances can be given that distributions will be sufficient to eliminate all
taxes. Please note, however, that the objective of the Fund is growth of
capital, not the production of distributions. You should measure the success of
your investment by the value of your investment at any given time and not by the
distributions you receive.
When
a dividend or capital gain is distributed, the Fund’s NAV decreases by the
amount of the payment. If you purchase shares shortly before a distribution, you
will be subject to income taxes on the distribution, even though the value of
your investment (plus cash received, if any) remains the same. All dividends and
capital gains distributions will automatically be reinvested in additional Fund
shares at the then prevailing NAV unless you specifically request that either
dividends or capital gains or both be paid in cash. If you elect to receive
distributions and/or dividends by check and the post office cannot deliver the
check, or if the check remains uncashed for six months, the Fund reserves the
right to reinvest the distribution check in your Fund account at the then
current NAV per share and to reinvest all subsequent distributions in shares of
the Fund.
All
distributions will be reinvested in Fund shares unless you choose one of the
following options: (1) receive dividends in cash while reinvesting capital gain
distributions in additional Fund shares; (2) receive capital gain distributions
in cash while reinvesting dividends in additional Fund shares; or (3) receive
all distributions in cash. Distributions are taxable whether received in cash or
additional Fund shares.
The
election to receive dividends or reinvest them may be changed by writing to the
Fund at:
Oakhurst
Strategic Defined Risk Fund
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
You
may also change your distribution election by telephoning the Fund at
844-OAKHRST (844-625-4778).
In
order to allow sufficient processing time for a change in distribution
elections, any change must be received at least 5 days prior to the record date
for the distribution.
By
law, the Fund must withhold a percentage of your taxable distribution and
redemption proceeds if you do not provide your correct social security or
taxpayer identification number and certify that you are not subject to backup
withholding, or if the IRS instructs the Fund to do so.
Federal
law requires that mutual fund companies report their shareholders’ cost basis,
gain/loss and holding period to the IRS on the shareholders’ Consolidated Form
1099s when “covered” shares of the mutual funds are sold. Covered shares are any
fund and/or dividend reinvestment plan shares acquired on or after January 1,
2012.
The
Fund has chosen first-in, first-out as its standing (default) tax lot
identification method for all shareholders, which means this is the method the
Fund will use to determine which specific shares are deemed to be sold when
there are multiple purchases on different dates at differing NAVs, and the
entire position is not sold at one time. You may choose a method other than the
Fund’s standing method at the time of your purchase or upon sale of covered
shares. The cost basis method a shareholder elects may not be changed with
respect to a redemption of shares after the settlement date of the redemption.
Fund shareholders should consult with their tax advisers to determine the best
IRS-accepted cost basis method for their tax situation and to obtain more
information about how the new cost basis reporting rules may apply to
them.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Fund shares. Consult your personal tax adviser about
the potential tax consequences of an investment in Fund shares under all
applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
The
Trust enters into contractual arrangements with various parties, including,
among others, the Fund’s investment adviser, administrator and distributor, who
provide services to the Fund. Shareholders of the Fund are not parties to, or
intended (or “third-party”) beneficiaries of, any of those contractual
arrangements, and those contractual arrangements are not intended to create in
any individual shareholder or group of shareholders any right to enforce such
contractual arrangements against the service providers or to seek any remedy
under such contractual arrangements against the service providers, either
directly or on behalf of the Trust.
This
prospectus provides information concerning the Trust and the Fund that you
should consider in determining whether to purchase shares of the Fund. None of
this prospectus, the SAI or any document filed as an exhibit to the Trust’s
registration statement, is intended to, nor does it, give rise to an agreement
or contract between the Trust or the Fund and any investor, or give rise to any
contract or other rights in any individual shareholder, group of shareholders or
other person other than any rights conferred explicitly by federal or state
securities laws that may not be waived.
Closing
the Fund. The Board retains the right to close the Fund (or partially close the
Fund) to new purchases if it is determined to be in the best interest of
shareholders. Based on market and Fund conditions, and in consultation with the
Advisor, the Board may decide to close the Fund to new investors, all investors
or certain classes of investors (such as fund supermarkets) at any time. If the
Fund is closed to new purchases it will continue to honor redemption requests,
unless the right to redeem shares has been temporarily suspended as permitted by
federal law.
The
financial highlights table is intended to help you understand the Fund’s
financial performance since the Fund’s inception on May 10, 2017. The
performance for the periods prior to May 20, 2019 reflects the Fund’s former
investment strategy. Certain information reflects financial results for a single
Fund share. The total return in the table represents the rate that an investor
would have earned or lost on an investment in the Fund (assuming reinvestment of
all dividends and distributions). Information for the period from the Fund’s
inception through April 30, 2022 has been derived from the financial statements
audited by Cohen & Company, Ltd., the Fund’s independent registered public
accounting firm, whose report, along with the Fund’s financial statements, are
included in the Fund’s April 30, 2022 Annual
Report,
which is available upon request.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional
Class |
For
the Year Ended April 30, 2022 |
|
For
the Year Ended April 30, 2021 |
|
For
the Year Ended April 30, 2020 |
|
For
the Year Ended April 30, 2019 |
|
For
the Period Inception
through
April
30,
2018(1) |
PER
SHARE DATA:(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
$ |
11.64 |
|
|
$ |
9.78 |
|
|
$ |
10.24 |
|
|
$ |
10.34 |
|
|
$ |
10.00 |
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
|
Net
investment income (loss)(3)(4) |
(0.05) |
|
|
(0.04) |
|
|
0.01 |
|
|
(0.06) |
|
|
0.02 |
|
Net
realized and unrealized gains (loss) on investments(5) |
(0.21) |
|
|
1.90 |
|
|
(0.23) |
|
|
0.13 |
|
|
0.41 |
|
Total
from investment operations |
(0.26) |
|
|
1.86 |
|
|
(0.22) |
|
|
0.07 |
|
|
0.43 |
|
LESS
DISTRIBUTIONS: |
|
|
|
|
|
|
|
|
|
From
net investment income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.06) |
|
From
net realized gains |
(0.62) |
|
|
— |
|
|
(0.24) |
|
|
(0.17) |
|
|
(0.03) |
|
Total
distributions |
(0.62) |
|
|
— |
|
|
(0.24) |
|
|
(0.17) |
|
|
(0.09) |
|
Net
asset value, end of period |
$ |
10.76 |
|
|
$ |
11.64 |
|
|
$ |
9.78 |
|
|
$ |
10.24 |
|
|
$ |
10.34 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL
RETURN(6) |
-2.70 |
% |
|
19.02 |
% |
|
-2.24 |
% |
|
0.77 |
% |
|
4.35 |
% |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
Net
assets, end of period (in thousands) |
$ |
104,235 |
|
|
$ |
105,370 |
|
|
$ |
30,875 |
|
|
$ |
20,937 |
|
|
$ |
21,011 |
|
Ratio
of gross expenses to average net assets: |
|
|
|
|
|
|
|
|
|
Before
expense reimbursement/recoupment(7)(8) |
1.39 |
% |
|
1.56 |
% |
|
2.12 |
% |
|
2.30 |
% |
|
2.26 |
% |
After
expense reimbursement/recoupment(7)(8) |
1.60 |
% |
|
1.60 |
% |
|
1.66 |
% |
|
1.60 |
% |
|
1.59 |
% |
Ratio
of broker interest expense to average net assets(7) |
0.00%
(11) |
|
0.00%(11) |
|
0.06 |
% |
|
—% |
|
—% |
Ratio
of operating expenses to average net assets excluding broker interest
expense (after expense reimbursement/recoupment) (7)(8) |
1.60 |
% |
|
1.60 |
% |
|
1.60 |
% |
|
1.60 |
% |
|
1.59 |
% |
Ratio
of net investment income (loss) to average net assets(8) |
(0.45) |
% |
|
(0.34) |
% |
|
0.06 |
% |
|
(0.63) |
% |
|
0.23 |
% |
Portfolio
turnover rate(6)(9) |
98 |
% |
|
71 |
% |
|
214%(10) |
|
3 |
% |
|
1 |
% |
(1)Inception
date of the Institutional Class is May 10, 2017.
(2)For
an Institutional Class share outstanding for the entire period.
(3)Calculated
based on average shares outstanding during the period.
(4)Recognition
of net investment income by the Fund is affected by the timing of the
declaration of dividends by the underlying investment companies in which the
Fund invests.
(5)Realized
and unrealized gains and losses per share in this caption are balancing amounts
necessary to reconcile the change in net assets
value
per share for the period, and may not reconcile with the aggregate gains and
losses in the Statement of Operations due to share
transactions
for the period.
(6)Not
annualized for periods less than one year.
(7)Annualized
for periods less than one year.
(8)These
ratios exclude the impact of expenses of the underlying funds as represented in
the Schedule of Investments. 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.
(9)The
numerator for the portfolio turnover rate includes the lesser of purchases or
sales (excluding short-term investments and short-term options). The
denominator includes the average fair value of long positions throughout the
period.
(10)The
increase in portfolio turnover relates to a strategy change that was effective
on May 20, 2019.
(11)Less
than 0.005.
Investment
Advisor
Lido
Advisors, LLC
1875
Century Park East, Suite 950
Los
Angeles, California 90067
Distributor
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202
Custodian
U.S.
Bank N.A.
1555
North Rivercenter Drive
Milwaukee,
Wisconsin 53212
Administrator,
Fund Accountant and
Transfer
Agent
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202
Independent
Registered Public Accounting Firm
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202
Legal
Counsel
Goodwin
Procter LLP
1900
N Street, NW
Washington,
DC 20036
The
Fund collects non-public information about you from the following
sources:
•Information
we receive about you on applications or other forms;
•Information
you give us orally; and/or
•Information
about your transactions with us or others
We
do not disclose any non-public personal information about our customers or
former customers without the customer’s authorization, except as permitted by
law. We may share information with affiliated and unaffiliated third parties
with whom we have contracts for servicing the Fund. We will provide unaffiliated
third parties with only the information necessary to carry out their assigned
responsibilities. We maintain physical, electronic and procedural safeguards to
guard your personal information and require third parties to treat your personal
information with the same high degree of confidentiality.
In
the event that you hold shares of the Fund through a financial intermediary,
including, but not limited to, a broker-dealer, bank, or trust company, the
privacy policy of your financial intermediary would govern how your non-public
personal information would be shared with unaffiliated third
parties.
FOR
MORE INFORMATION
You
can find more information about the Fund in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the Fund
and certain other additional information. A current SAI is on file with the SEC
and is incorporated into this Prospectus by reference. This means that the SAI
is legally considered a part of this Prospectus even though it is not physically
within this Prospectus.
Annual
and Semi-Annual Reports
The
Fund’s annual and semi-annual Reports (collectively, the “Shareholder Reports”)
provide the most recent financial reports and portfolio holdings. The
annual
report
contains a discussion of the market conditions and investment strategies that
affected the Fund’s performance during the Fund’s last fiscal year.
You
can obtain a free copy of the SAI and Shareholder Reports, request other
information, or make general inquiries about the Fund by calling the Fund at
844-OAKHRST (844-625-4778). The Fund does not have a website. You may also write
to:
Oakhurst
Strategic Defined Risk Fund
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
Reports
and other information about the Fund are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•For
a duplicating fee, by electronic request at the following e-mail address:
[email protected].
(The
Trust’s SEC Investment Company Act
of
1940 file number is 811‑23084)