485BPOS
DATUM
ONE SERIES TRUST
PROSPECTUS
POLAR
CAPITAL EMERGING MARKET STARS FUND
POLEX
POLAR
CAPITAL EMERGING MARKET EX‑CHINA STARS FUND
POLCX
POLAR
CAPITAL INTERNATIONAL SMALL COMPANY FUND
PCSCX
(the
“Funds”)
Neither
the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
TABLE
OF CONTENTS
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i
SUMMARY
INFORMATION ABOUT THE FUNDS
Polar
Capital Emerging Market Stars Fund
(the
“Fund”)
Ticker: POLEX
Investment
Objective
The
Fund’s investment objective is to achieve long term capital growth.
Fees
and Expenses
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund. You may pay other fees such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table
or example below.
Shareholder Fees (Fees paid directly from your
investment)
|
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| |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price) |
|
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None |
|
Maximum
Deferred Sales Charge (Load) (as a percentage of amount redeemed) |
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None |
|
Redemption
Fee (as a percentage of amount redeemed) |
|
|
None |
|
Annual Fund Operating Expenses (Expenses that
you pay each year as a percentage of the value of your investment)
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| |
Management
Fee |
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1.00 |
% |
Distribution
(Rule 12b‑1) Fees |
|
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None |
|
Other
Expenses |
|
|
0.63 |
% |
Total
Annual Fund Operating Expenses |
|
|
1.63 |
% |
Fee
Waivers and Expense Reimbursements(1) |
|
|
-0.63 |
% |
Total
Annual Fund Operating Expenses After Fee Waivers and Expense
Reimbursements |
|
|
1.00 |
% |
(1) |
Polar
Capital LLP (the “Adviser”), the Fund’s investment adviser, has
contractually agreed to waive Management Fees and to reimburse Other
Expenses to the extent Total Annual Fund Operating Expenses (exclusive of
brokerage costs, interest, taxes, dividends, litigation and
indemnification expenses, and expenses associated with the investments in
underlying investment companies) exceed 1.00% of the average daily net
assets of the Fund through July 31, 2025. Amounts
waived or reimbursed in a particular contractual period may be recouped by
the Adviser for 36 months following the waiver or reimbursement however,
such recoupment will be limited to the lesser of any expense limitation in
place at the time of recoupment or the expense limitation in place at the
time of waiver or reimbursement. This agreement may only be terminated
earlier by the Fund’s Board of Trustees (the “Board”) or upon termination
of the Investment Management Agreement.
|
Expense
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, regardless of whether or not
you redeem 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 applicable expense limitation
agreements and/or waivers in effect, if any, for the one‑year period and the
first year of the three, five and ten‑year periods. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
|
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| |
One Year |
|
Three Years |
|
Five Years |
|
Ten Years |
$102 |
|
$453 |
|
$827 |
|
$1,880 |
|
|
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3
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 Expense Example, affect the Fund’s
performance.
During
its most recent fiscal year ended March 31, 2024, the Fund’s portfolio
turnover rate was 38% of the average value of its
portfolio.
Principal
Investment Strategies
The
Fund will seek to achieve its investment objective by primarily investing in a
portfolio of equity securities and equity related securities of, or relating to,
companies which are domiciled, or exercise the predominant part of their
economic activity, in developing capital markets (“Emerging Markets”).
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in equity securities and other
equity-related investments of issuers located in Emerging Markets countries. The
Fund considers an issuer to be located in an Emerging Markets country if at
least 50% of the issuer’s assets, gross revenues or profits during the most
recent fiscal year represents assets or activities located in such countries.
Emerging Markets refers to any country represented in the MSCI Emerging Markets
Index.
The
securities in which the Fund will invest will include common stock, equities,
equity warrants, preferred stock, shares in collective investment schemes with
investment policies that are consistent with the Fund’s investment objective
(including European Undertakings for the Collective Investment in Transferable
Securities or Alternative Investment Funds, shares of U.S. mutual funds, or
other exchange traded funds) and securities convertible into shares.
The
Fund will invest in and have direct access to China A shares listed on the
Shanghai Stock Exchange (“SSE”) via the Shanghai-Hong Kong Stock Connect and
Shenzhen‑Hong Kong Stock Connect Schemes (collectively, “Connect Scheme”). The
Fund may indirectly gain access to China A Shares by purchasing equity-related
instruments, participation notes and participatory certificates.
The
Fund may also invest in global, American and European depository receipts for
the purpose of gaining exposure to underlying equity securities.
The
Fund may utilize various derivative instruments and related strategies to gain
exposure to one or more issuers or other assets. The Fund may utilize
derivatives of all types and may invest in futures, forwards, options, contracts
for difference, swaps and securities with embedded derivatives or elements of
derivative exposure including, but not limited to, equity warrants and
structured notes, such as Participatory Notes (“P‑Notes”) (which will not be
leveraged).
The
Fund expects to primarily use derivatives for hedging or efficient portfolio
management purposes or to reduce portfolio risk. The Fund may also use them to
increase the Fund’s investment exposure beyond that which it could achieve by
investing directly in more conventional securities.
Securities
with embedded derivatives or elements of derivative exposure, such as equity
warrants and structured notes such as P‑Notes (which will not be leveraged) may
be used to gain exposure to underlying equity or equity-related securities as a
more efficient and cheaper alternative to direct investment in that security.
The
Fund’s investments in derivatives and other synthetic instruments (such as
P‑Notes and American Depository Receipts) that have economic characteristics
similar to these investments will be counted toward satisfaction of the Fund’s
80% investment policy.
In
evaluating investments for the Fund, the Adviser takes into account
environmental, social and/or governance (“ESG”) factors. The Adviser may give
various ESG factors equal consideration or may focus on one or more of those
factors as it considers appropriate. ESG Factors will only be one consideration
in the Adviser’s evaluation of any potential investment, and the effect of ESG
factors on the Adviser’s decision whether to invest in any case will vary
depending on the judgement of the Adviser.
4
Principal
Risks
It is possible
to lose money on an investment in the Fund. The Fund will
be affected by the investment decisions, techniques and risk analyses of the
Fund’s Adviser and there is no guarantee that the Fund will achieve its
investment objective. Any of the following risks, among others, could affect
Fund performance or cause the Fund to lose money or to underperform market
averages of other funds. Each risk summarized below is considered to be a
“principal risk” of investing in the Fund, regardless of the order in which it
appears.
Risks Associated with Investing in Equities.
The Fund may invest in equity and equity-related securities traded on recognized
stock exchanges and over‑the‑counter markets. Equity securities will be subject
to risks associated with such investments, including fluctuations in market
prices, adverse issuer or market information and the fact that equity and
equity-related interests are subordinate in the right of payment to other
corporate securities, including debt securities. The value of these securities
varies with the performance of the respective issuers and movements in the
equity markets generally. As a result, the Fund may suffer losses if it invests
in equity securities of issuers where performance falls below market
expectations or if equity markets in general decline or the Fund has not hedged
against such a general decline. Futures and options on futures on equity
securities and indices are subject to all the foregoing risks, in addition to
the risks particularly associated with futures and derivative contracts.
ESG Investing Risk. The Fund’s consideration of
environmental, social and/or governance factors as part of its investment
process may cause it to make different investments than funds that have a
similar investment universe and/or investment style but that do not incorporate
such factors in their strategy or investment processes. Additionally, the Fund
may forgo opportunities to buy certain securities when it might otherwise be
advantageous to do so, or sell securities when it might be otherwise
disadvantageous for it to do so. Incorporating ESG factors into investment
decision making is qualitative and subjective by nature, and there is no
guarantee that the factors considered by the Adviser or any judgment exercised
by the Adviser will improve the financial performance of the Fund or reflect the
beliefs or values of any particular investor. Socially responsible norms differ
by region and industry, and a company’s ESG practices or the Adviser’s
assessment of a company’s ESG practices may change over time.
Risks Associated with Investing in Emerging
Markets. The Fund’s investments in non‑U.S. issuers in developing or
emerging market countries may involve increased exposure to changes in economic,
social and political factors as compared to investments in more developed
countries. The economies of most emerging market countries are in the early
stage of capital market development and may be dependent on relatively fewer
industries. As a result, their economic systems are still evolving. Their legal
and political systems may also be less stable than those in developed economies.
Securities markets in these countries can also be smaller, and there may be
increased settlement risks. The Public Company Accounting Oversight Board, which
regulates auditors of U.S. companies, is unable to inspect audit work papers in
certain foreign countries. Investors in emerging markets often have limited
rights and few practical remedies to pursue shareholder claims, including class
actions or fraud claims, and the ability of the SEC, the U.S. Department of
Justice and other authorities to bring and enforce actions against foreign
issuers or foreign persons is limited. Emerging market countries often suffer
from currency devaluation and higher rates of inflation. Due to these risks,
securities issued in developing or emerging countries may be more volatile, less
liquid, and harder to value than securities issued in more developed countries.
Investment in China: The Chinese economy is
generally considered an emerging and volatile market. Although China has
experienced a relatively stable political environment in recent years, there is
no guarantee that such stability will be maintained in the future. Political,
regulatory and diplomatic events could have an adverse effect on the Chinese or
Hong Kong economies and on investments made through Stock Connect program.
Investing in securities of Chinese issuers, including by investing in A Shares,
involves certain risks and considerations not typically associated with
investing in securities of U.S. issuers, including, among others, (i) more
frequent (and potentially widespread) trading suspensions and government
interventions with respect to Chinese issuers, resulting in a lack of liquidity
and in price volatility, (ii) currency revaluations and other currency
exchange rate fluctuations or blockage, (iii) the nature and extent of
intervention by the Chinese government in the Chinese securities markets,
whether such intervention will continue and the impact of such intervention or
its discontinuation, (iv) the risk of nationalization or expropriation of
assets, (v) the risk that the Chinese government may decide not to continue
to support economic reform programs, (vi) potentially higher rates of
inflation, (vii) the unavailability of consistently-reliable economic data,
(viii) the relatively small size and absence of operating history of many
Chinese companies, (ix) accounting, auditing and financial reporting
standards in China are different from U.S. standards and, therefore, disclosure
of certain material information may not be available, and the quality of
financial information may vary, (x) greater political, economic, social,
legal and tax‑related uncertainty, (xi) higher market volatility caused by
any potential regional territorial conflicts or natural disasters,
(xii) higher dependence on exports and international trade, (xiii) the
risk of increased trade tariffs, embargoes and other trade limitations,
(xiv) restrictions on foreign ownership, and (xv) custody risks
associated with investing through programs to access Chinese securities.
Significant portions of the Chinese securities markets may become rapidly
illiquid, as Chinese issuers have the ability to suspend the trading of their
equity securities, and have shown a willingness to exercise that option in
response to market volatility and other events. The liquidity of
5
Chinese
securities may shrink or disappear suddenly and without warning as a result of
adverse economic, market or political events, or adverse investor perceptions,
whether or not accurate.
Stock Connect Investing Risk. China “A Shares”
are equity securities of issuers incorporated in mainland China that are
denominated and currently traded in Renminbi (“RMB”) on the Shanghai or Shenzhen
Stock Exchanges. Subject to minor exceptions, under current regulations in
China, foreign investors, such as the Fund, can invest in A Shares only
(i) through certain institutional investors that have obtained a license
and quota from the Chinese regulators or (ii) through the Hong
Kong-Shanghai Stock Connect or Shenzhen‑Hong Kong Stock Connect programs. The
Fund will invest in A Shares listed and traded on the SSE or Shenzhen Stock
Exchange (“SZSE”) through the Stock Connect program, or on such other stock
exchanges in China which participate in the Stock Connect program from time to
time. The Fund’s investments in Stock Connect A Shares are generally subject to
Chinese securities regulations and listing rules, among other restrictions that
may affect the Fund’s investments and returns, including daily limits on net
purchases and transfer restrictions. In addition, the Stock Connect program’s
trading, clearance and settlement procedures are relatively untested in China,
which could pose risks to the Fund. While overseas investors currently are
exempt from paying capital gains or value added taxes on income and gains from
investments in Stock Connect A Shares, these Chinese tax rules could be changed,
which could result in unexpected tax liabilities for the Fund.
The
Stock Connect program will only operate on days when both the Chinese and Hong
Kong markets are open for trading and when banks in both markets are open on the
corresponding settlement days. There may be occasions when the Fund may be
subject to the risk of price fluctuations of A Shares during the time when the
Stock Connect program is not trading. Because of the way in which China A shares
are held in Stock Connect, the Fund may not be able to exercise the rights of a
shareholder and may be limited in its ability to pursue claims against the
issuer of a security, and may suffer losses in the event the depository of the
SSE or the SZSE becomes insolvent. Only certain China A shares are eligible to
be accessed through the Stock Connect program. Such securities may lose their
eligibility at any time, in which case they presumably could be sold but could
no longer be purchased through the Stock Connect program. The Stock Connect
program is a relatively new program. Further developments are likely and there
can be no assurance as to the program’s continued existence or whether future
developments regarding the program may restrict or adversely affect the Fund’s
investments or returns. In addition, the application and interpretation of the
laws and regulations of Hong Kong and China, and the rules, policies or
guidelines published or applied by relevant regulators and exchanges in respect
of the Stock Connect program are uncertain, and they may have a detrimental
effect on the Fund’s investments and returns.
Derivatives Risk. The use of derivatives
involves the risk that their value may not move as expected relative to the
value of the relevant underlying assets, rates, or indices. Derivatives also
present other risks, including market risk, liquidity risk, and counterparty
risk.
Market Risk. The value of securities and
instruments owned by the Fund may rise and fall, sometimes rapidly or
unpredictably, due to factors affecting securities markets generally or
particular industries or geographic areas.
Liquidity Risk. In some circumstances,
investments may be relatively illiquid making it difficult to acquire or dispose
of them at the prices quoted on the various exchanges. Accordingly, the Fund’s
ability to respond to market movements may be impaired and the Fund may
experience adverse price movements upon liquidation of its investments.
Settlement of transactions may be subject to delay and administrative
uncertainties.
Counterparty and Third-Party Risk. Transactions
involving a counterparty (including a clearing member or clearing house through
which the Fund holds a derivative position) to a derivative contract, repurchase
agreement, reverse repurchase agreement, or other financial instrument, or a
third party responsible for servicing the instrument, are subject to the credit
risk of the counterparty or third party, and to the counterparty’s or third
party’s ability to perform in accordance with the terms of the transaction.
Large Investor Risk. Ownership of shares of the
Fund may be concentrated in one or a few large investors. Such investors may
redeem shares in large quantities or on a frequent basis. Redemptions by a large
investor may affect the performance of the Fund, may increase realized capital
gains, may accelerate the realization of taxable income or gains for
shareholders and may increase transaction costs. These transactions potentially
limit the use of any capital loss carryforwards and certain other losses to
offset future realized capital gains (if any). Such transactions may also
increase the Fund’s expenses. In addition, the Fund may be delayed in investing
new cash after a large shareholder purchase, and under such circumstances may be
required to maintain a larger cash position than it ordinarily would.
Management Risk. The Fund is subject to
management risk as an actively managed investment portfolio. The portfolio
managers will apply investment techniques and risk analyses in making investment
decisions for the Fund, but there can be no guarantee that these will produce
the desired results. The portfolio managers’ opinion about the intrinsic worth
or creditworthiness of a company or
6
security
may be incorrect, the portfolio managers may not make timely purchases or sales
of securities for the Fund, the Fund’s investment objective may not be achieved,
or the market may continue to undervalue the Fund’s securities. In addition, the
Fund may not be able to quickly dispose of certain securities holdings.
Moreover, there can be no assurance that the personnel of the Adviser will
continue to be associated with the Adviser for any length of time, and the loss
of services of one or more key employees of the Adviser, including the portfolio
managers, could have an adverse impact on the Fund’s ability to achieve its
investment objective. Certain securities or other instruments in which the Fund
seeks to invest may not be available in the quantities desired. In such
circumstances, the portfolio managers may determine to purchase other securities
or instruments as substitutes. Such substitute securities or instruments may not
perform as intended, which could result in losses to the Fund.
Risks Associated with Non‑Diversification. The
Fund is non‑diversified, which generally means that it may invest a greater
percentage of its total assets in the securities of fewer issuers than a
“diversified” fund. This increases the risk that a change in the value of any
one investment held by the Fund could affect the overall value of the Fund more
than it would affect that of a diversified fund holding a greater number of
investments. Accordingly, the Fund’s value will likely be more volatile than the
value of a more diversified fund. In addition, due to its relatively low number
of holdings, the Fund will be more susceptible to company-specific events and
risks impacting the particular securities held by the Fund than a fund with a
greater number of holdings.
Risks Associated with Changes to Non‑U.S. Tax
Laws. Fund investors should also consider the possibility of changes to
non‑U.S. tax laws and regulations (including potential retroactive changes)
which may adversely affect certain investments made by the Fund, including as a
result of the Action Plan on Base Erosion and Profit Shifting (“BEPS”), which
has been developed with the aim of securing revenue by realigning taxation with
economic activities and value creation by creating a single set of consensus
based international tax rules. As part of the BEPS project, it is anticipated
that new rules dealing with the operation of double tax treaties, the definition
of permanent establishments, interest deductibility and how hybrid instruments
and hybrid entities are taxed will have been and continue to be introduced. To
facilitate implementation of the BEPS project, the Multilateral Convention to
Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit
Shifting has modified, and continues to modify, a wide range of double tax
treaty provisions. In addition, the European Council’s Anti‑Tax Avoidance
Directive addresses many of the same issues. These initiatives could adversely
affect the Fund or certain or all Fund investors, including but not limited to
causing additional reporting and disclosure obligations for Fund investors. In
addition, there may be changes in the tax laws or interpretations of tax laws in
jurisdictions in which the Fund, and/or any entity owned directly or indirectly
by the Fund, are established, are operating, are managed, are advised, are
promoted or are investing, or in which Fund investors are resident, that are
adverse to the Fund, and/or any entities owned directly or indirectly by the
Fund and/or the Fund investors. Changes to taxation treaties or interpretations
of taxation treaties between one or more such jurisdictions and the countries
through which the Fund and/or any entities owned directly or indirectly by the
Fund hold investments or in which a Fund investor is resident or the
introduction of, or change to, EU Directives (including but not limited to the
Anti‑Tax Avoidance Directives) may adversely affect the ability of the Fund
and/or any entities owned directly or indirectly by the Fund to efficiently
realize income or capital gains. Consequently, it is possible that the Fund
and/or any entities owned directly or indirectly by the Fund may face
unfavorable tax treatment in such jurisdictions that may materially adversely
affect the value of the investments held by the Fund and/ or any entities owned
directly or indirectly by the Fund or the feasibility of making investments in
certain countries.
Participatory Notes Risk. An investment in
participatory notes is subject to market risk. The performance results of
participatory notes may not exactly replicate the performance of the underlying
securities. An investment in participatory notes is also subject to counterparty
risk, relating to the non‑U.S. bank or broker-dealer that issues the
participatory notes, and may be subject to liquidity risk.
Currency Risk. The currencies in which
investments are denominated may be unstable, may be subject to significant
depreciation and may not be freely convertible.
Custody Risk. In a limited number of markets,
particularly in emerging economies, where a no failed trade policy is standard
market practice, assets may be assigned, transferred, exchanged or delivered
without the prior approval of the depositary or its agent. Once a sale order is
placed in relation to assets of the Fund, by virtue of the operation of the
settlement system within those markets, those assets will automatically move
from custody of the depositary without the need for the prior approval of the
depositary. Where this occurs the consideration for those assets is remitted to
the entity releasing the assets.
Unconstrained Sector Risk. The Fund may focus its investments in
securities of one or more economic sectors or industries, which may change from
time to time. Greater investment focus on one or more sectors or industries
increases the potential for volatility and the risk that events negatively
affecting such sectors or industries could reduce returns, potentially causing
the Fund’s net asset value to fluctuate more than that of a fund that does not
focus in a particular sector or industry.
Cyber Security Risk. The Fund and its service
providers are susceptible to operational and information security and related
risks of cyber security incidents. In general, cyber incidents can result from
deliberate attacks or unintentional events. Cyber security attacks may result in
misappropriation of assets or sensitive information, corruption of data or
unavailability of services for intended users. Cyber security incidents
affecting the Fund, Adviser, Custodian or Administrator or other service
providers such as financial intermediaries have the ability to cause disruptions
and impact business operations, potentially resulting in financial losses,
including by interference with the Fund’s ability to calculate its NAV;
impediments to trading for the Fund’s portfolio; the inability of
7
Shareholders
to transact business with the Fund; violations of applicable privacy, data
security or other laws; regulatory fines and penalties; reputational damage;
reimbursement or other compensation or remediation costs; legal fees; or
additional compliance costs. Similar adverse consequences could result from
cyber security incidents affecting issuers of securities in which the Fund
invests, counterparties with which the Fund engages in transactions,
governmental and other regulatory authorities, exchange and other financial
market operators, banks, brokers, dealers, insurance companies and other
financial institutions and other parties. While information risk management
systems and business continuity plans have been developed which are designed to
reduce the risks associated with cyber security, there are inherent limitations
in any cyber security risk management systems or business continuity plans,
including the possibility that certain risks have not been identified.
Because
of these and other risks, you could lose money by investing in the Fund.
An investment in the Fund is not a bank deposit and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
Performance
Information
The following bar chart and performance table
below provide some indication of the risks of an investment in the Fund by
comparing the Fund’s average annual returns with those of a broad measure of
market performance. The
Fund’s past performance (before and after taxes) is not necessarily an
indication of its future performance. Performance reflects
contractual fee waivers in effect. If fee waivers were not in place, performance
would be reduced. Current performance information is available at no cost by
calling (800) 806‑1112 (toll free) or
(312) 557‑3164.
|
|
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| |
Best
Quarter: Q4 2023 |
|
|
10.14 |
% |
Worst
Quarter: Q2 2022 |
|
|
-14.76 |
% |
The
Fund’s fiscal year end is March 31. The Fund’s most recent quarterly
return (since the end of the calendar year) through
March 31, 2024 was
5.00%
Average
Annual Total Returns for the Periods ended December 31, 2023
After‑tax returns are calculated using the
historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after‑tax
returns depend on an investor’s tax situation and may differ from those shown.
After‑tax
8
returns shown are not relevant to
investors who hold Fund shares in tax‑advantaged arrangements, such as 401(k)
plans or individual retirement accounts
(“IRA”).
|
|
|
|
|
|
|
| |
|
|
1 Year |
|
|
Since Inception* |
|
Return
Before Taxes |
|
|
12.41 |
% |
|
|
-7.50 |
% |
Return
After Taxes on Distributions |
|
|
12.39 |
% |
|
|
-7.89 |
% |
Return
After Taxes on Distributions and Sale of Funds Shares |
|
|
7.52 |
% |
|
|
-5.66 |
% |
MSCI
Emerging Markets Index (reflects no deductions for fees or
expenses)** |
|
|
9.83 |
% |
|
|
-5.02 |
% |
* |
The
Fund’s inception date was December 30,
2020.
|
** |
Index
returns shown are net of withholding taxes.
|
Management
of the Fund
Investment
Adviser
Polar
Capital LLP is the Fund’s investment adviser.
Portfolio
managers
Jorry Rask Nøddekær is a Lead Fund Manager with
the Adviser and has served as the lead portfolio manager of the Fund since its
inception in December 2020.
Naomi Waistell is a Fund Manager with the
Adviser and has served as a portfolio manager of the Fund since its inception in
December 2020.
Purchase
and Sale of Fund Shares
Shares
of the Fund may be purchased or sold on any business day (normally any day when
the New York Stock Exchange opens for regular trading). You can buy or sell
shares of the Fund through a broker-dealer or other financial intermediary; by
writing to us at:
Standard
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
IL 60680-4766
Overnight
Polar
Capital Funds
c/o
The Northern Trust Company
333
S Wabash,
Attn:
Funds Center Floor 38
Chicago,
IL 60604
or
by calling us at 800‑806‑1112 (toll free) or 312‑557‑3164.
Purchase
Minimums
Minimum Initial Investment: $5,000
Minimum Additional Investment: No Minimum
The
Fund reserves the right to modify or waive purchase and investment minimums,
without prior notice, or to waive minimum investment amounts in certain
circumstances in its discretion. For example, the minimums listed above may be
waived or lowered for investors who are customers of certain financial
intermediaries that hold the Fund’s shares in certain omnibus accounts,
(ii) current
9
and
former Trustees of the Trust; and (iii) officers, directors and employees
of the Trust, the Adviser and the Adviser’s affiliates, in each case at the
discretion of the officers of the Fund. In addition, financial intermediaries
may impose their own minimum investment and subsequent purchase amounts.
Tax
Information
The
Fund’s distributions are generally taxable to you as ordinary income, capital
gains, or a combination of the two, unless you are investing through a tax
advantaged arrangement, such as an IRA or 401(k) plan. If you are investing
through a tax advantaged arrangement, you may be taxed upon withdrawals from
that arrangement.
Payments
to Broker-Dealers and Other Financial Intermediaries
Shareholders
may be required to pay a commission directly to their broker or other financial
intermediary when buying or selling shares of the Fund. Shareholders and
potential investors may wish to contact their broker or other financial
intermediary for information regarding applicable commissions, transaction fees
or other charges associated with transactions in shares of the Fund.
In
addition, brokers, dealers, banks, trust companies and other financial
intermediaries may receive compensation from the Fund and/or its related
companies for providing a variety of services, which may include recordkeeping,
transaction processing for shareholders’ accounts and certain shareholder
services not currently offered to shareholders that deal directly with the Fund.
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.
10
Polar
Capital Emerging Market ex‑China Stars
Fund
(the
“Fund”)
Ticker:
POLCX
Investment
Objective
The
Fund’s investment objective is to achieve long term capital
growth.
Fees
and Expenses
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund. You may pay other fees such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table
or example below.
Shareholder Fees (Fees paid directly from your
investment)
|
|
|
| |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price) |
|
|
None |
|
Maximum
Deferred Sales Charge (Load) (as a percentage of amount redeemed) |
|
|
None |
|
Redemption
Fee (as a percentage of amount redeemed) |
|
|
None |
|
Annual Fund Operating Expenses (Expenses that
you pay each year as a percentage of the value of your
investment)
|
|
|
| |
Management
Fee |
|
|
1.00 |
% |
Distribution
(Rule 12b‑1) Fees |
|
|
None |
|
Other
Expenses |
|
|
26.51 |
% |
Total
Annual Fund Operating Expenses |
|
|
27.51 |
% |
Fee
Waivers and Expense Reimbursements(1) |
|
|
-26.51 |
% |
Total
Annual Fund Operating Expenses After Fee Waivers and Expense
Reimbursements |
|
|
1.00 |
% |
(1) |
Polar
Capital LLP (the “Adviser”), the Fund’s investment adviser, has
contractually agreed to waive Management Fees and to reimburse Other
Expenses to the extent Total Annual Fund Operating Expenses (exclusive of
brokerage costs, interest, taxes, dividends, litigation and
indemnification expenses, and expenses associated with the investments in
underlying investment companies) exceed 1.00% of the average daily net
assets of the Fund through July 31,
2025. Amounts waived or reimbursed in a particular
contractual period may be recouped by the Adviser for 36 months following
the waiver or reimbursement however, such recoupment will be limited to
the lesser of any expense limitation in place at the time of recoupment or
the expense limitation in place at the time of waiver or reimbursement.
This agreement may only be terminated earlier by the Fund’s Board of
Trustees (the “Board”) or upon termination of the Investment Management
Agreement. |
Expense
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, regardless of whether or not
you redeem 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 applicable expense limitation
agreements and/or waivers in effect for the one‑year period and the first year
of the three-year period. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
| |
One Year |
|
Three Years |
|
|
Five Year |
|
|
Ten Year |
|
$ 102 |
|
$ |
4,609 |
|
|
$ |
7,315 |
| |
$ |
10,245 |
|
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 Expense Example, affect the Fund’s
performance.
11
During
its most recent fiscal period ended March 31, 2024, the Fund’s portfolio
turnover rate was 22% of the average value of its
portfolio.
Principal
Investment Strategies
The
Fund will seek to achieve its investment objective by primarily investing in a
portfolio of equity securities and equity related securities of, or relating to,
companies which are domiciled, or exercise the predominant part of their
economic activity, in developing capital markets (“Emerging
Markets”).
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in equity securities and other
equity-related investments of issuers located in Emerging Markets countries,
excluding China. The Fund considers an issuer to be located in an Emerging
Markets country if at least 50% of the issuer’s assets, gross revenues or
profits during the most recent fiscal year represents assets or activities
located in such countries. Emerging Markets refers to any country represented in
the MSCI Emerging Markets ex China
Index.
The
Fund will not invest in any company incorporated in mainland China, or that has
mainland China as its core country of risk (as determined by the Adviser). The
Fund may invest up to 20% of its assets in non‑Chinese companies that, for any
reason, are listed in Hong Kong or that derive a meaningful portion of their
assets, gross revenues or profits from China. The Fund may also have limited
exposure to the Chinese economy, as a consequence of the indirect exposure that
companies in other Emerging Markets countries have to
China.
The
securities in which the Fund will invest will include shares, equities, equity
warrants, preferred shares, shares in collective investment schemes with
investment policies that are consistent with the Fund’s investment objective
(including European Undertakings for the Collective Investment in Transferable
Securities or Alternative Investment Funds, shares of U.S. mutual funds, or
other exchange traded funds) and securities convertible into
shares.
The
Fund may invest in global, American and European depository receipts for the
purpose of gaining exposure to underlying equity
securities.
The
Fund may utilize various derivative instruments and related strategies to gain
exposure to one or more issuers or other assets. The Fund may utilize
derivatives of all types and may invest in futures, forwards, options, contracts
for difference, swaps and securities with embedded derivatives or elements of
derivative exposure including, but not limited to, equity warrants and
structured notes, such as Participatory Notes (“P‑Notes”) (which will not be
leveraged).
The
Fund expects to primarily use derivatives for hedging or efficient portfolio
management purposes or to reduce portfolio risk. The Fund may also use them to
increase the Fund’s investment exposure beyond that which it could achieve by
investing directly in more conventional
securities.
Securities
with embedded derivatives or elements of derivative exposure, such as equity
warrants and structured notes such as P‑Notes (which will not be leveraged) may
be used to gain exposure to underlying equity or equity related securities as a
more efficient and cheaper alternative to direct investment in that
security.
The
Fund’s investments in derivatives and other synthetic instruments (such as
P‑Notes and American Depository Receipts) that have economic characteristics
similar to these investments will be counted toward satisfaction of the Fund’s
80% investment policy.
In
evaluating investments for the Fund, the Adviser takes into account
environmental, social and/or governance (“ESG”) factors. The Adviser may give
various ESG factors equal consideration or may focus on one or more of those
factors as it considers appropriate. ESG Factors will only be one consideration
in the Adviser’s evaluation of any potential investment, and the effect of ESG
factors on the Adviser’s decision whether to invest in any case will vary
depending on the judgement of the Adviser.
Principal
Risks
It is possible
to lose money on an investment in the Fund. The Fund will
be affected by the investment decisions, techniques and risk analyses of the
Fund’s Adviser and there is no guarantee that the Fund will achieve its
investment objective. Any of the following risks, among others, could affect
Fund performance or cause the Fund to lose money or to underperform market
averages of other funds. Each risk summarized below is considered to be a
“principal risk” of investing in the Fund, regardless of the order in which it
appears.
12
Risks Associated with Investing in Equities.
The Fund may invest in equity and equity-related securities traded on
recognized stock exchanges and over‑the‑counter markets. Equity securities will
be subject to risks associated with such investments, including fluctuations in
market prices, adverse issuer or market information and the fact that equity and
equity-related interests are subordinate in the right of payment to other
corporate securities, including debt securities. The value of these securities
varies with the performance of the respective issuers and movements in the
equity markets generally. As a result, the Fund may suffer losses if it invests
in equity securities of issuers where performance falls below market
expectations or if equity markets in general decline or the Fund has not hedged
against such a general decline. Futures and options on futures on equity
securities and indices are subject to all the foregoing risks, in addition to
the risks particularly associated with futures and derivative
contracts.
ESG Investing Risk. The Fund’s consideration of
environmental, social and/or governance factors as part of its investment
process may cause it to make different investments than funds that have a
similar investment universe and/or investment style but that do not incorporate
such factors in their strategy or investment processes. Additionally, the Fund
may forgo opportunities to buy certain securities when it might otherwise be
advantageous to do so, or sell securities when it might be otherwise
disadvantageous for it to do so. Incorporating ESG factors into investment
decision making is qualitative and subjective by nature, and there is no
guarantee that the factors considered by the Adviser or any judgment exercised
by the Adviser will reflect the beliefs or values of any particular investor.
Socially responsible norms differ by region and industry, and a company’s ESG
practices or the Adviser’s assessment of a company’s ESG practices may change
over time.
Risks Associated with Investing in Emerging Markets.
The Fund’s investments in non‑U.S. issuers in developing or emerging
market countries may involve increased exposure to changes in economic, social
and political factors as compared to investments in more developed countries.
The economies of most emerging market countries are in the early stage of
capital market development and may be dependent on relatively fewer industries.
As a result, their economic systems are still evolving. Their legal and
political systems may also be less stable than those in developed economies.
Securities markets in these countries can also be smaller, and there may be
increased settlement risks. The Public Company Accounting Oversight Board, which
regulates auditors of U.S. companies, is unable to inspect audit work papers in
certain foreign countries. Investors in emerging markets often have limited
rights and few practical remedies to pursue shareholder claims, including class
actions or fraud claims, and the ability of the SEC, the U.S. Department of
Justice and other authorities to bring and enforce actions against foreign
issuers or foreign persons is limited. Emerging market countries often suffer
from currency devaluation and higher rates of inflation. Due to these risks,
securities issued in developing or emerging countries may be more volatile, less
liquid, and harder to value than securities issued in more developed
countries.
Derivatives Risk. The use of derivatives
involves the risk that their value may not move as expected relative to the
value of the relevant underlying assets, rates, or indices. Derivatives also
present other risks, including market risk, liquidity risk, and counterparty
risk.
Market Risk. The value of securities and
instruments owned by the Fund may rise and fall, sometimes rapidly or
unpredictably, due to factors affecting securities markets generally or
particular industries or geographic areas.
Liquidity Risk. In some circumstances,
investments may be relatively illiquid making it difficult to acquire or dispose
of them at the prices quoted on the various exchanges. Accordingly, the Fund’s
ability to respond to market movements may be impaired and the Fund may
experience adverse price movements upon liquidation of its investments.
Settlement of transactions may be subject to delay and administrative
uncertainties.
Counterparty and Third-Party Risk. Transactions
involving a counterparty (including a clearing member or clearing house through
which the Fund holds a derivative position) to a derivative contract, repurchase
agreement, reverse repurchase agreement, or other financial instrument, or a
third party responsible for servicing the instrument, are subject to the credit
risk of the counterparty or third party, and to the counterparty’s or third
party’s ability to perform in accordance with the terms of the
transaction.
Large Investor Risk. Ownership of shares of the
Fund may be concentrated in one or a few large investors. Such investors may
redeem shares in large quantities or on a frequent basis. Redemptions by a large
investor may affect the performance of the Fund, may increase realized capital
gains, may accelerate the realization of taxable income or gains for
shareholders and may increase transaction costs. These transactions potentially
limit the use of any capital loss carryforwards and certain other losses to
offset future realized capital gains (if any). Such transactions may also
increase the Fund’s expenses. In addition, the Fund may be delayed in investing
new cash after a large shareholder purchase, and under such circumstances may be
required to maintain a larger cash position than it ordinarily
would.
Management Risk. The Fund is subject to
management risk as an actively managed investment portfolio. The portfolio
managers will apply investment techniques and risk analyses in making investment
decisions for the Fund, but there can be no guarantee that these will produce
the desired results. The portfolio managers’ opinion about the intrinsic worth
or creditworthiness of a company or
13
security
may be incorrect, the portfolio managers may not make timely purchases or sales
of securities for the Fund, the Fund’s investment objective may not be achieved,
or the market may continue to undervalue the Fund’s securities. In addition, the
Fund may not be able to quickly dispose of certain securities holdings.
Moreover, there can be no assurance that the personnel of the Adviser will
continue to be associated with the Adviser for any length of time, and the loss
of services of one or more key employees of the Adviser, including the portfolio
managers, could have an adverse impact on the Fund’s ability to achieve its
investment objective. Certain securities or other instruments in which the Fund
seeks to invest may not be available in the quantities desired. In such
circumstances, the portfolio managers may determine to purchase other securities
or instruments as substitutes. Such substitute securities or instruments may not
perform as intended, which could result in losses to the
Fund.
Risks Associated with Non‑Diversification. The
Fund is non‑diversified, which generally means that it may invest a greater
percentage of its total assets in the securities of fewer issuers than a
“diversified” fund. This increases the risk that a change in the value of any
one investment held by the Fund could affect the overall value of the Fund more
than it would affect that of a diversified fund holding a greater number of
investments. Accordingly, the Fund’s value will likely be more volatile than the
value of a more diversified fund. In addition, due to its relatively low number
of holdings, the Fund will be more susceptible to company-specific events and
risks impacting the particular securities held by the Fund than a fund with a
greater number of holdings.
Risks Associated with Changes to Non‑U.S. Tax Laws.
Fund investors should also consider the possibility of changes to
non‑U.S. tax laws and regulations (including potential retroactive changes)
which may adversely affect certain investments made by the Fund, including as a
result of the Action Plan on Base Erosion and Profit Shifting (“BEPS”), which
has been developed with the aim of securing revenue by realigning taxation with
economic activities and value creation by creating a single set of consensus
based international tax rules. As part of the BEPS project, it is anticipated
that new rules dealing with the operation of double tax treaties, the definition
of permanent establishments, interest deductibility and how hybrid instruments
and hybrid entities are taxed will have been and continue to be introduced. To
facilitate implementation of the BEPS project, the Multilateral Convention to
Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit
Shifting has modified, and continues to modify, a wide range of double tax
treaty provisions. In addition, the European Council’s Anti‑Tax Avoidance
Directive addresses many of the same issues. These initiatives could adversely
affect the Fund or certain or all Fund investors, including but not limited to
causing additional reporting and disclosure obligations for Fund investors. In
addition, there may be changes in the tax laws or interpretations of tax laws in
jurisdictions in which the Fund, and/or any entity owned directly or indirectly
by the Fund, are established, are operating, are managed, are advised, are
promoted or are investing, or in which Fund investors are resident, that are
adverse to the Fund, and/or any entities owned directly or indirectly by the
Fund and/or the Fund investors. Changes to taxation treaties or interpretations
of taxation treaties between one or more such jurisdictions and the countries
through which the Fund and/or any entities owned directly or indirectly by the
Fund hold investments or in which a Fund investor is resident or the
introduction of, or change to, EU Directives (including but not limited to the
Anti‑Tax Avoidance Directives) may adversely affect the ability of the Fund
and/or any entities owned directly or indirectly by the Fund to efficiently
realize income or capital gains. Consequently, it is possible that the Fund
and/or any entities owned directly or indirectly by the Fund may face
unfavorable tax treatment in such jurisdictions that may materially adversely
affect the value of the investments held by the Fund and/ or any entities owned
directly or indirectly by the Fund or the feasibility of making investments in
certain countries.
Participatory Notes Risk. An investment in
participatory notes is subject to market risk. The performance results of
participatory notes may not exactly replicate the performance of the underlying
securities. An investment in participatory notes is also subject to counterparty
risk, relating to the non‑U.S. bank or broker-dealer that issues the
participatory notes, and may be subject to liquidity
risk.
Currency Risk. The currencies in which
investments are denominated may be unstable, may be subject to significant
depreciation and may not be freely
convertible.
Custody Risk. In a limited number of markets,
particularly in emerging economies, where a no failed trade policy is standard
market practice, assets may be assigned, transferred, exchanged or delivered
without the prior approval of the depositary or its agent. Once a sale order is
placed in relation to assets of the Fund, by virtue of the operation of the
settlement system within those markets, those assets will automatically move
from custody of the depositary without the need for the prior approval of the
depositary. Where this occurs the consideration for those assets is remitted to
the entity releasing the assets.
Unconstrained Sector Risk. The Fund may focus its investments in
securities of one or more economic sectors or industries, which may change from
time to time. Greater investment focus on one or more sectors or industries
increases the potential for volatility and the risk that events negatively
affecting such sectors or industries could reduce returns, potentially causing
the Fund’s net asset value to fluctuate more than that of a fund that does not
focus in a particular sector or industry.
Cyber Security Risk. The Fund and its service
providers are susceptible to operational and information security and related
risks of cyber security incidents. In general, cyber incidents can result from
deliberate attacks or unintentional events. Cyber security attacks may result in
misappropriation of assets or sensitive information, corruption of data or
unavailability of services for intended users. Cyber security incidents
affecting the Fund, Adviser, Custodian or Administrator or other service
providers such as financial intermediaries have the ability to cause disruptions
and impact business operations, potentially resulting in financial losses,
including by interference with the Fund’s ability to calculate its NAV;
impediments to trading for the Fund’s portfolio; the inability
of
14
Shareholders
to transact business with the Fund; violations of applicable privacy, data
security or other laws; regulatory fines and penalties; reputational damage;
reimbursement or other compensation or remediation costs; legal fees; or
additional compliance costs. Similar adverse consequences could result from
cyber security incidents affecting issuers of securities in which the Fund
invests, counterparties with which the Fund engages in transactions,
governmental and other regulatory authorities, exchange and other financial
market operators, banks, brokers, dealers, insurance companies and other
financial institutions and other parties. While information risk management
systems and business continuity plans have been developed which are designed to
reduce the risks associated with cyber security, there are inherent limitations
in any cyber security risk management systems or business continuity plans,
including the possibility that certain risks have not been
identified.
Because
of these and other risks, you could lose money by investing in the
Fund.
An investment in the Fund is not a bank deposit and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
Performance
Information
Performance information for the Fund will be
available after the Fund completes a full calendar year of
operation. Past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the
future.
Management
of the Fund
Investment
Adviser
Polar
Capital LLP is the Fund’s investment adviser.
Portfolio
managers
Jorry Rask Nøddekær is a Lead Fund Manager with
the Adviser and has served as co‑lead portfolio manager of the Fund since its
inception in June 2023.
Naomi Waistell is a Fund Manager with the
Adviser and has served as co‑lead portfolio manager of the Fund since its
inception in June 2023.
Purchase
and Sale of Fund Shares
Shares
of the Fund may be purchased or sold on any business day (normally any day when
the New York Stock Exchange opens for regular trading). You can buy or sell
shares of the Fund through a broker-dealer or other financial intermediary; by
writing to us at:
Standard
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
IL 60680-4766
Overnight
Polar
Capital Funds
c/o
The Northern Trust Company
333
S Wabash,
Attn:
Funds Center Floor 38 Chicago, IL 60604
or
by calling us at 800‑806‑1112 (toll free) or 312‑557‑3164.
Purchase
Minimums
Minimum Initial Investment: $5,000
15
Minimum Additional Investment: No Minimum
The
Fund reserves the right to modify or waive purchase and investment minimums,
without prior notice, or to waive minimum investment amounts in certain
circumstances in its discretion. For example, the minimums listed above may be
waived or lowered for investors who are customers of certain financial
intermediaries that hold the Fund’s shares in certain omnibus accounts,
(ii) current and former Trustees of the Trust; and (iii) officers,
directors and employees of the Trust, the Adviser and the Adviser’s affiliates,
in each case at the discretion of the officers of the Fund. In addition,
financial intermediaries may impose their own minimum investment and subsequent
purchase amounts.
Tax
Information
The
Fund’s distributions are generally taxable to you as ordinary income, capital
gains, or a combination of the two, unless you are investing through a tax
advantaged arrangement, such as an IRA or 401(k) plan. If you are investing
through a tax advantaged arrangement, you may be taxed upon withdrawals from
that arrangement.
Payments
to Broker-Dealers and Other Financial Intermediaries
Shareholders
may be required to pay a commission directly to their broker or other financial
intermediary when buying or selling shares of the Fund. Shareholders and
potential investors may wish to contact their broker or other financial
intermediary for information regarding applicable commissions, transaction fees
or other charges associated with transactions in shares of the Fund.
In
addition, brokers, dealers, banks, trust companies and other financial
intermediaries may receive compensation from the Fund and/or its related
companies for providing a variety of services, which may include recordkeeping,
transaction processing for shareholders’ accounts and certain shareholder
services not currently offered to shareholders that deal directly with the Fund.
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.
16
Polar
Capital International Small Company Fund
(the
“Fund”)
Ticker:
PCSCX
Investment
Objective
The
Fund’s investment objective is to achieve long term capital
growth.
Fees
and Expenses
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund. You may pay other fees
such as brokerage commissions and other fees to financial intermediaries, which
are not reflected in the table or example
below.
Shareholder Fees (Fees paid directly from your
investment)
|
|
|
| |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price) |
|
|
None |
|
Maximum
Deferred Sales Charge (Load) (as a percentage of amount redeemed) |
|
|
None |
|
Redemption
Fee (as a percentage of amount redeemed) |
|
|
None |
|
Annual Fund Operating Expenses (Expenses that
you pay each year as a percentage of the value of your
investment)
|
|
|
| |
Management
Fee |
|
|
1.00 |
% |
Distribution
(Rule 12b‑1) Fees |
|
|
None |
|
Other
Expenses |
|
|
3.01 |
% |
Total
Annual Fund Operating Expenses |
|
|
4.01 |
% |
Fee
Waivers and Expense Reimbursements(1) |
|
|
-2.91 |
% |
Total
Annual Fund Operating Expenses After Fee Waivers and Expense
Reimbursements |
|
|
1.10 |
% |
(1) |
Polar
Capital LLP (the “Adviser”), the Fund’s investment adviser, has
contractually agreed to waive Management Fees and to reimburse Other
Expenses to the extent Total Annual Fund Operating Expenses (exclusive of
brokerage costs, interest, taxes, dividends, litigation and
indemnification expenses, and expenses associated with the investments in
underlying investment companies) exceed 1.10% of the average daily net
assets of the Fund through June 25, 2026. Amounts
waived or reimbursed in a particular contractual period may be recouped by
the Adviser for 36 months following the waiver or reimbursement however,
such recoupment will be limited to the lesser of any expense limitation in
place at the time of recoupment or the expense limitation in place at the
time of waiver or reimbursement. This agreement may only be terminated
earlier by the Fund’s Board of Trustees (the “Board”) or upon termination
of the Investment Management
Agreement. |
Expense
Example
This
Example is intended to help you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, regardless of whether or not
you redeem 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 applicable expense limitation
agreements and/or waivers in effect, if any, for the one‑year period and the
first year of the three-year period. Although your actual costs may be higher or
lower, based on these assumptions your costs would
be:
|
|
|
| |
One Year |
|
Three Years |
|
$ 112 |
|
$ |
664 |
|
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
17
account.
These costs, which are not reflected in Annual Fund Operating Expenses or in the
Expense Example, affect the Fund’s
performance.
Because
the Fund has not yet commenced operations as of the date of this prospectus, the
Fund’s portfolio turnover rate for the most recent fiscal year is not
available.
Principal
Investment Strategies
Under
normal market conditions, the Fund will seek to achieve its investment objective
by investing at least 80% of its net assets in a portfolio of equity securities
and equity related securities of small companies. The Adviser defines “small
companies” as those with a market capitalization of $5 billion U.S. dollars
or less at the time of initial investment, which includes micro‑cap companies.
The Adviser expects that over time the fund will hold both companies with a
market capitalization below $5 billion that the Adviser believes have a
growth trajectory ahead, and companies with a market capitalization above
$5 billion as a result of capital appreciation since the Fund’s initial
purchase. The Fund will typically hold the securities of between 40 and 65
companies. The Fund is expected to hold less than 5% cash or cash equivalents.
In addition, under normal circumstances, the Fund will invest primarily in
companies located outside the U.S. The Fund ordinarily invests in securities of
issuers located in at least three countries outside the U.S. At times, the Fund
may focus its investments in a small number of countries or regions. The
securities in which the Fund will invest will include common stock, equity
warrants, preferred stock, shares in collective investment schemes with
investment policies that are consistent with the Fund’s investment objective
(including European Undertakings for the Collective Investment in Transferable
Securities or Alternative Investment Funds, shares of U.S. mutual funds, or
other exchange traded funds) and securities convertible into
shares.
The
Fund may also invest in global, American and European depository receipts for
the purpose of gaining exposure to underlying equity
securities.
The
Fund may utilize various derivative instruments and related strategies to gain
exposure to one or more issuers or other assets. The Fund may utilize
derivatives of all types and may invest in futures, forwards, options, contracts
for difference, swaps and securities with embedded derivatives or elements of
derivative exposure including, but not limited to, equity warrants and
structured notes.
The
Fund expects to primarily use derivatives for hedging or efficient portfolio
management purposes or to reduce portfolio risk. The Fund may also use them to
increase the Fund’s investment exposure beyond that which it could achieve by
investing directly in more conventional
securities.
Securities
with embedded derivatives or elements of derivative exposure, such as equity
warrants and structured notes, may be used to gain exposure to underlying equity
or equity-related securities as a more efficient and cheaper alternative to
direct investment in that security.
Principal
Risks
It is possible
to lose money on an investment in the Fund. The Fund will
be affected by the investment decisions, techniques and risk analyses of the
Fund’s Adviser and there is no guarantee that the Fund will achieve its
investment objective. Any of the following risks, among others, could affect
Fund performance or cause the Fund to lose money or to underperform market
averages of other funds. Each risk summarized below is considered to be a
“principal risk” of investing in the Fund, regardless of the order in which it
appears.
Risks Associated with Investing in Equities.
The Fund may invest in equity and equity-related securities traded on
recognized stock exchanges and over‑the‑counter markets. Equity securities will
be subject to risks associated with such investments, including fluctuations in
market prices, adverse issuer or market information and the fact that equity and
equity-related interests are subordinate in the right of payment to other
corporate securities, including debt securities. The value of these securities
varies with the performance of the respective issuers and movements in the
equity markets generally. As a result, the Fund may suffer losses if it invests
in equity securities of issuers where performance falls below market
expectations or if equity markets in general decline or
the
18
Fund
has not hedged against such a general decline. Futures and options on futures on
equity securities and indices are subject to all the foregoing risks, in
addition to the risks particularly associated with futures and derivative
contracts.
Derivatives Risk. The use of derivatives
involves the risk that their value may not move as expected relative to the
value of the relevant underlying assets, rates, or indices. Derivatives also
present other risks, including market risk, liquidity risk, and counterparty
risk.
Market Risk. The value of securities and
instruments owned by the Fund may rise and fall, sometimes rapidly or
unpredictably, due to factors affecting securities markets generally or
particular industries or geographic areas.
Liquidity Risk. In some circumstances,
investments may be relatively illiquid making it difficult to acquire or dispose
of them at the prices quoted on the various exchanges. Accordingly, the Fund’s
ability to respond to market movements may be impaired and the Fund may
experience adverse price movements upon liquidation of its investments.
Settlement of transactions may be subject to delay and administrative
uncertainties.
Counterparty and Third-Party Risk. Transactions
involving a counterparty (including a clearing member or clearing house through
which the Fund holds a derivative position) to a derivative contract, repurchase
agreement, reverse repurchase agreement, or other financial instrument, or a
third party responsible for servicing the instrument, are subject to the credit
risk of the counterparty or third party, and to the counterparty’s or third
party’s ability to perform in accordance with the terms of the
transaction.
Large Investor Risk. Ownership of shares of the
Fund may be concentrated in one or a few large investors. Such investors may
redeem shares in large quantities or on a frequent basis. Redemptions by a large
investor may affect the performance of the Fund, may increase realized capital
gains, may accelerate the realization of taxable income or gains for
shareholders and may increase transaction costs. These transactions potentially
limit the use of any capital loss carryforwards and certain other losses to
offset future realized capital gains (if any). Such transactions may also
increase the Fund’s expenses. In addition, the Fund may be delayed in investing
new cash after a large shareholder purchase, and under such circumstances may be
required to maintain a larger cash position than it ordinarily
would.
Management Risk. The Fund is subject to
management risk as an actively managed investment portfolio. The portfolio
managers will apply investment techniques and risk analyses in making investment
decisions for the Fund, but there can be no guarantee that these will produce
the desired results. The portfolio managers’ opinion about the intrinsic worth
or creditworthiness of a company or security may be incorrect, the portfolio
managers may not make timely purchases or sales of securities for the Fund, the
Fund’s investment objective may not be achieved, or the market may continue to
undervalue the Fund’s securities. In addition, the Fund may not be able to
quickly dispose of certain securities holdings. Moreover, there can be no
assurance that the personnel of the Adviser will continue to be associated with
the Adviser for any length of time, and the loss of services of one or more key
employees of the Adviser, including the portfolio managers, could have an
adverse impact on the Fund’s ability to achieve its investment objective.
Certain securities or other instruments in which the Fund seeks to invest may
not be available in the quantities desired. In such circumstances, the portfolio
managers may determine to purchase other securities or instruments as
substitutes. Such substitute securities or instruments may not perform as
intended, which could result in losses to the
Fund.
Risks Associated with Non‑Diversification. The
Fund is non‑diversified, which generally means that it may invest a greater
percentage of its total assets in the securities of fewer issuers than a
“diversified” fund. This increases the risk that a change in the value of any
one investment held by the Fund could affect the overall value of the Fund more
than it would affect that of a diversified fund holding a greater number of
investments. Accordingly, the Fund’s value will likely be more volatile than the
value of a more diversified fund. In addition, due to its relatively low number
of holdings, the Fund will be more susceptible to company-specific events and
risks impacting the particular securities held by the Fund than a fund with a
greater number of holdings.
Risks Associated with Changes to Non‑U.S. Tax Laws.
Fund investors should also consider the possibility of changes to
non‑U.S. tax laws and regulations (including potential retroactive changes)
which may adversely affect certain investments made by the Fund, including as a
result of the Action Plan on Base Erosion and Profit Shifting (“BEPS”), which
has been developed with the aim of securing revenue by realigning taxation with
economic activities and value creation by creating a single set of consensus
based international tax rules. As part of the BEPS project, it is anticipated
that new rules dealing with the operation of double tax treaties, the definition
of permanent establishments, interest deductibility and how hybrid instruments
and hybrid entities are taxed will have been and continue to be introduced. To
facilitate implementation of the BEPS project, the Multilateral Convention to
Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit
Shifting has modified, and continues to modify, a wide range of double tax
treaty provisions. In addition, the European Council’s Anti‑Tax Avoidance
Directive addresses many of the same issues. These
19
initiatives
could adversely affect the Fund or certain or all Fund investors, including but
not limited to causing additional reporting and disclosure obligations for Fund
investors. In addition, there may be changes in the tax laws or interpretations
of tax laws in jurisdictions in which the Fund, and/or any entity owned directly
or indirectly by the Fund, are established, are operating, are managed, are
advised, are promoted or are investing, or in which Fund investors are resident,
that are adverse to the Fund, and/or any entities owned directly or indirectly
by the Fund and/or the Fund investors. Changes to taxation treaties or
interpretations of taxation treaties between one or more such jurisdictions and
the countries through which the Fund and/or any entities owned directly or
indirectly by the Fund hold investments or in which a Fund investor is resident
or the introduction of, or change to, EU Directives (including but not limited
to the Anti‑Tax Avoidance Directives) may adversely affect the ability of the
Fund and/or any entities owned directly or indirectly by the Fund to efficiently
realize income or capital gains. Consequently, it is possible that the Fund
and/or any entities owned directly or indirectly by the Fund may face
unfavorable tax treatment in such jurisdictions that may materially adversely
affect the value of the investments held by the Fund and/ or any entities owned
directly or indirectly by the Fund or the feasibility of making investments in
certain countries.
Currency Risk. The currencies in which
investments are denominated may be unstable, may be subject to significant
depreciation and may not be freely
convertible.
Small Companies Risk. Investing in the
securities of small companies generally involves greater risk than investing in
larger, more established companies. Although investing in securities of small
companies offers potential above average returns if the companies are
successful, the risk exists that the companies will not succeed, and the prices
of the companies’ shares could significantly decline in value. The earnings and
prospects of smaller companies are more volatile than larger companies, and
smaller companies may experience higher failure rates than do larger companies.
The trading volume of securities of smaller companies is normally less than that
of larger companies and, therefore, may disproportionately affect their market
price, tending to make prices fall more in response to selling pressure than is
the case with larger companies. Smaller companies may also have limited markets,
product lines, or financial resources, and may lack management
experience.
Micro‑Cap Companies Risk. Micro‑cap stocks may
be very sensitive to changing economic conditions and market downturns because
the issuers often have narrow markets for their products or services, fewer
product lines, and more limited managerial and financial resources than larger
issuers. The stocks of micro‑cap companies may therefore be more volatile and
the ability to sell them at a desirable time or price may be more
limited.
Cyber Security Risk. The Fund and its service
providers are susceptible to operational and information security and related
risks of cyber security incidents. In general, cyber incidents can result from
deliberate attacks or unintentional events. Cyber security attacks may result in
misappropriation of assets or sensitive information, corruption of data or
unavailability of services for intended users. Cyber security incidents
affecting the Fund, Adviser, Custodian or Administrator or other service
providers such as financial intermediaries have the ability to cause disruptions
and impact business operations, potentially resulting in financial losses,
including by interference with the Fund’s ability to calculate its NAV;
impediments to trading for the Fund’s portfolio; the inability of Shareholders
to transact business with the Fund; violations of applicable privacy, data
security or other laws; regulatory fines and penalties; reputational damage;
reimbursement or other compensation or remediation costs; legal fees; or
additional compliance costs. Similar adverse consequences could result from
cyber security incidents affecting issuers of securities in which the Fund
invests, counterparties with which the Fund engages in transactions,
governmental and other regulatory authorities, exchange and other financial
market operators, banks, brokers, dealers, insurance companies and other
financial institutions and other parties. While information risk management
systems and business continuity plans have been developed which are designed to
reduce the risks associated with cyber security, there are inherent limitations
in any cyber security risk management systems or business continuity plans,
including the possibility that certain risks have not been
identified.
Non‑U.S. Securities Risk. Investing in non‑U.S.
securities poses additional market risks since political and economic events
unique in a country or region will affect those markets and their issuers and
may not affect the U.S. economy or U.S. issuers. In addition, issuers of
non‑U.S. securities often are not subject to as much regulation as U.S. issuers,
and the reporting, accounting, custody, and auditing standards to which those
issuers are subject often are not as rigorous as U.S. standards. Investments in
non‑U.S. securities may also be subject to greater environmental, credit and
information risks. The Fund’s investments in non‑U.S. securities also are
subject to non-
20
U.S.
currency fluctuations and other non‑U.S. currency-related risks. Non‑U.S.
securities may be subject to higher volatility than U.S. securities, varying
degrees of regulation and limited
liquidity.
Because
of these and other risks, you could lose money by investing in the
Fund.
An investment in the Fund is not a bank deposit and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
Performance
Information
Because
the Fund had not commenced operations as of the calendar year ended
December 31, 2023, there is no annual performance information
included.
Management
of the Fund
Investment
Adviser
Polar
Capital LLP is the Fund’s investment adviser.
Portfolio
managers
Sandy Black is the Fund Manager with the
Adviser and has served as the lead portfolio manager of the Fund since its
inception.
Purchase
and Sale of Fund Shares
Shares
of the Fund may be purchased or sold on any business day (normally any day when
the New York Stock Exchange opens for regular trading). You can buy or sell
shares of the Fund through a broker-dealer or other financial intermediary; by
writing to us at:
Standard
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
IL 60680-4766
Overnight
Polar
Capital Funds
c/o
The Northern Trust Company
333
S Wabash,
Attn:
Funds Center Floor 38 Chicago, IL 60604
or
by calling us at 800‑806‑1112 (toll free) or 312‑557‑3164.
Purchase
Minimums
Minimum Initial Investment: $5,000
Minimum Additional Investment: No Minimum
The
Fund reserves the right to modify or waive purchase and investment minimums,
without prior notice, or to waive minimum investment amounts in certain
circumstances in its discretion. For example, the minimums listed above may be
waived or lowered for investors who are customers of certain financial
intermediaries that hold the Fund’s shares in certain omnibus accounts,
(ii) current and former Trustees of the Trust; and (iii) officers,
directors and employees of the Trust, the Adviser and the Adviser’s affiliates,
in each case at the discretion of the officers of the Fund. In addition,
financial intermediaries may impose their own minimum investment and subsequent
purchase amounts.
21
Tax
Information
The
Fund’s distributions are generally taxable to you as ordinary income, capital
gains, or a combination of the two, unless you are investing through a tax
advantaged arrangement, such as an IRA or 401(k) plan. If you are investing
through a tax advantaged arrangement, you may be taxed upon withdrawals from
that arrangement.
Payments
to Broker-Dealers and Other Financial Intermediaries
Shareholders
may be required to pay a commission directly to their broker or other financial
intermediary when buying or selling shares of the Fund. Shareholders and
potential investors may wish to contact their broker or other financial
intermediary for information regarding applicable commissions, transaction fees
or other charges associated with transactions in shares of the Fund.
In
addition, brokers, dealers, banks, trust companies and other financial
intermediaries may receive compensation from the Fund and/or its related
companies for providing a variety of services, which may include recordkeeping,
transaction processing for shareholders’ accounts and certain shareholder
services not currently offered to shareholders that deal directly with the Fund.
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.
22
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Investment
Objective of the Funds
Polar Capital Emerging Market Stars Fund: The
Fund’s investment objective is to achieve long term capital growth.
Polar Capital Emerging Market ex‑China Stars
Fund: The Fund’s investment objective is to achieve long term capital
growth.
Polar Capital International Small Company Fund:
The Fund’s investment objective is to achieve long term capital growth.
Principal
Investments and Strategies of the Funds
This
section, together with the sections entitled “Additional Information about the
Funds’ Principal Risks” and “Information about the Funds’ Non‑Principal
Investment Strategies” provides more detailed information regarding the Polar
Capital Emerging Market Stars Fund, the Polar Capital Emerging Market ex‑China
Stars Fund, and the Polar Capital International Small Company Fund (each a
“Fund” and collectively, the “Funds”), including the Funds’ investment
strategies and principal risks.
Each
Fund has its own investment objective and strategies for reaching that objective
as discussed in the Summary Sections of this prospectus. The investment
objective of each Fund is not fundamental and may be changed at any time by the
Board of Trustees without shareholder approval. The Funds have each adopted an
80% investment policy under Rule 35d‑1 under the Investment Company Act of 1940,
as amended (the “1940 Act”) and will not change such policy as it is stated in
each Fund’s Fund Summary unless it provides shareholders with the notice
required by Rule 35d‑1, as it may be amended or interpreted by the SEC from time
to time.
Investing
in a Fund involves risk and there is no guarantee that a Fund will achieve its
objective. The portfolio managers’ judgments about the markets, the economy, or
companies may not anticipate actual market movements, economic conditions, or
company performance, and these judgments may affect the return on your
investment.
This
section provides additional information about the principal investment
strategies utilized by the Funds. Pending investment in securities and other
investments that meet each Fund’s investment objective and policies, the
proceeds of the offering of shares of a Fund, including from large
subscriptions, may be invested in high quality, short-term securities, including
liquidity and cash management funds, or may remain un‑invested temporarily,
potentially limiting a Fund’s total return and its ability to achieve its
investment objective.
Investment
Process for the Polar Capital Emerging Market Stars Fund and Polar Capital
Emerging Market ex‑China Stars Fund
The
portfolio managers’ investment approach focuses primarily on fundamental
bottom‑up stock selection with top‑down macro-economic research and analysis.
The portfolio managers have identified three primary elements of their bottom‑up
analysis (growth areas, economic value add creation factors, and economic value
add valuation) and three primary elements of their sustainability delta analysis
(impact on progress, material ESG issues, and business ethics), each of which
may be graphically represented in the points of a star. The portfolio managers
may give various elements equal consideration or may give greater weight to one
or more elements as they consider appropriate.
Top down analysis. The portfolio managers seek
to identify growth opportunities by looking at global growth expectations,
demand drivers, supply drivers (including those which impact changes in supply),
macroeconomic trends (such as social demographic trends, monetary and fiscal
policy, government models, and competitiveness) and factors impacting company
valuations to establish a dynamic understanding of the economic backdrop to the
investment universe.
Bottom up analysis. The portfolio managers’
research efforts are directed towards detailed analysis of a company’s specific
strategic position and opportunities within its industry with a view to
establishing its potential for future Economic Value Added (“EVA”). EVA is a
measure of a company’s financial performance based on the residual wealth
calculated by deducting its cost of capital from its operating profit, adjusted
for taxes on a cash basis. EVA can also be referred to as economic profit as it
attempts to capture the true economic profit of a company. The portfolio
managers look to identify companies that, in their view, have the capability to
generate a high, and growing, level of EVA in the future (identified over the
medium to long term investment horizon).
23
Having
assessed a company’s opportunity for growth, its competitive position and its
potential to create EVA, the portfolio managers use a proprietary valuation
model to identify its expected level of future EVA creation and its expected
market value in relation to its current price.
Sustainability. In addition to the fundamental
financial and qualitative analysis described above, the portfolio managers also
evaluate risks and opportunities from an ESG perspective.
The
portfolio managers consider three specific ESG areas of a company’s profile: the
company’s “Impact on Progress” to sustainable economic development, the
company’s exposure to “Material ESG Issues” and the company’s “Business Ethics.”
Taken together, the scores on these areas are used to analyze both the current
position and expected future direction of a company’s ESG profile.
Impact on Progress: The portfolio managers
examine how a company impacts economic development by driving economic growth
and productivity and/or through the company’s use of natural resources. The
Adviser also evaluates the company’s impact on human capital development through
its longer-term strategic focus and capital allocation.
Material ESG Issues: The portfolio managers
analyze how a company manages its ESG exposures deemed material by the portfolio
managers. For the ‘Environmental’ and ‘Social’ categories, the portfolio manager
evaluates factors specific to the company’s industry and for the ‘Governance’
category, the Adviser evaluates a company against industry-agnostic system
factors.
Business Ethics: The portfolio managers
analyze whether they believe a company acts with integrity, competes fairly and
is open and honest with its stakeholders.
Sustainability Delta: By combining the
company’s scores in each of the three areas identified above, the portfolio
managers give the company a “Sustainability Delta” rating for both its current
level of sustainability and its expected future sustainability direction. The
portfolio managers define an “improving company” as one where the company’s
future direction Sustainability Delta score is higher than its current level
Sustainability Delta Score. The portfolio managers integrate the Sustainability
Delta scores into financial valuation models to understand how the company’s ESG
profile impacts its ability to deliver attractive profitability over the long
term. The portfolio managers monitor Sustainability Delta scores for all
companies held in the portfolio on an ongoing basis (as well as prior to
investment) and will update the Sustainability Delta scores on an event-driven
basis. If an investee company’s Sustainability Delta profile significantly
deteriorates during the holding period, the portfolio managers will generally
engage with the company in the first instance to better understand the
materiality of the related risks and management’s strategic direction.
Corporate Governance: The portfolio managers
view stakeholder alignment as an important part of its investment analysis. The
management of a company’s corporate governance is assessed in detail with
reference to four key areas: management incentives, board effectiveness,
ownership and control, and accounting practices.
Exclusions: The portfolio managers adhere to
the Norges Bank exclusion list (which can be found at https://www.nbim.no/en/the‑fund/responsible‑investment/exclusion‑of‑companies),
which comprises a list of companies which are, or have been involved, with
severe environmental or social controversies. All companies on this list are
entered into control systems which prevent the Fund from making investments in
companies on the list at time of investment. The exclusion list is updated on an
ongoing basis. In addition, the portfolio managers’ fundamental process may
indirectly exclude companies that have a negative impact on long-term societal
progress. This is considered in the evaluation of the company’s “Impact on
Progress” and “Business Ethics.” Further, the portfolio managers utilize
sector-based exclusions to avoid companies involved in activities deemed by the
portfolio managers to be unacceptable or controversial from an environmental,
societal and/or governance perspective. These include exclusions on all
companies that derive more than five percent of their revenue from alcohol,
gambling, tobacco, adult entertainment, and armaments. Each Fund’s fossil fuel
exclusion stipulates zero tolerance on any investment into coal operations and
does not allow investment in companies with more than five percent of revenue
from oil exploration and production.
Sell Disciplines. While the portfolio managers’
investment philosophy dictates a long-term investment horizon, the reasons for
holding a stock are constantly reviewed and the portfolio managers maintain a
strict sell discipline in order to manage overall Fund risk. The portfolio
managers typically look to sell stocks primarily for one of the following
reasons: (i) the stock has become over-
24
valued;
(ii) management disappointment – either in terms of poor results or a
change in strategy; (iii) changes in fundamentals – either at corporate,
sector or country level; (iv) better opportunities identified elsewhere on
a relative basis, or (v) where a company is
involved
in a negative material ESG incident which compromises the integrity of the
business and potentially its ability to generate long-term sustainable EVA, or
the portfolio managers’ comfort with the company as a corporate citizen.
Investment
Process for the Polar Capital International Small Company Fund
Under
normal market conditions, the Fund will seek to achieve its investment objective
by investing at least 80% of its net assets in a portfolio of equity securities
and equity related securities of small companies. The Adviser defines “small
companies” as those with a market capitalization of $5 billion U.S. dollars
or less at the time of initial investment, which includes micro‑cap companies.
The Adviser expects that over time the fund will hold both companies with a
market capitalization below $5 billion that the Adviser believes have a
growth trajectory ahead, and companies with a market capitalization above
$5 billion as a result of capital appreciation since the Fund’s initial
purchase. The Fund will typically hold the securities of between 40 and 65
companies. The Fund is expected to hold less than 5% cash or cash equivalents.
In addition, under normal circumstances, the Fund will invest primarily in
companies located outside the U.S, which may, at times, include investment in
companies located in emerging markets. The Fund ordinarily invests in securities
of issuers located in at least three countries outside the U.S. At times, the
Fund may focus its investments in a small number of countries or regions.
The
portfolio manager believes investing in companies with growing revenues and
rising return on capital will generate attractive long-term returns. The
portfolio manager expects to build a portfolio of international small companies
with the potential to grow into formidable leaders within their industry. The
portfolio manager’s investment approach focuses primarily on fundamental
bottom‑up stock selection with top‑down macroeconomic research and analysis, on
an initial and ongoing basis.
The
portfolio manager applies a two‑stage approach when selecting companies for the
portfolio. Firstly, the portfolio manager evaluates the “fundamental potential”
of a company by looking at the potential for growth, economic sustainability and
successful execution of the company’s management strategy. Secondly, the
portfolio manager analyzes a company’s “price potential” over a five‑to‑ten‑year
evaluation period, using valuation of a company’s shares derived from discounted
cash flow scenario analysis.
Proprietary
risk measures provide portfolio safeguards to support downside risk while
maintaining a best ideas approach to portfolio management.
Sell Disciplines. While the portfolio manager’s
investment philosophy dictates a long-term investment horizon, the reasons for
holding a stock are constantly reviewed and the portfolio manager maintains a
strict sell discipline in order to manage overall Fund risk. The portfolio
manager typically looks to sell stocks primarily for one of the following
reasons: (i) the fundamental potential and/or price potential of the stock
deteriorates; (ii) better opportunities identified elsewhere on a relative
basis; or (iii) material, negative changes in underlying factors — either
at the corporate, sector, or country level.
Additional
Information About the Funds’ Principal Investment Strategies
Temporary Investments and Other Measures. The
investments and strategies described in this prospectus are those that are used
under normal circumstances. During unusual economic, market, political or other
circumstances, or during periods of significant shareholder redemptions, each
Fund may invest up to 100% of its total assets in short-term, high quality debt
instruments, such as U.S. government securities. These instruments would not
ordinarily be consistent with a Fund’s principal investment strategies, and may
prevent a Fund from achieving its investment objective. A Fund will use a
temporary strategy if the portfolio managers believe that pursuing the Fund’s
investment objective will subject the Fund to a significant risk of loss. When
the portfolio managers pursue a temporary defensive strategy, the Fund may not
profit from favorable developments that it would have otherwise profited from if
it were pursuing its normal strategies.
As
part of its normal operations, each Fund may hold cash or invest a portion of
its portfolio in short-term interest-bearing U.S. dollar denominated securities
pending investments or to provide for possible redemptions. Investments in such
short-term debt securities can generally be sold easily and have limited risk of
loss, but earn only limited returns. A Fund may increase its cash holdings
and/or such short-term investments in anticipation of a greater than normal
number of shareholder redemptions.
Percentage Investment Limitations. Unless
otherwise stated, all percentage limitations on Fund investments listed in this
prospectus will apply at the time of purchase. A Fund would not violate these
limitations unless an excess or deficiency occurs or exists immediately after
and as a result of an investment.
25
Other Investments and Techniques. Each Fund may
invest in other types of securities and use a variety of investment techniques
and strategies which are not principal investment strategies and are not
described in this prospectus. These securities and techniques may subject a Fund
to additional risks. Please see the Statement of Additional Information (the
“SAI”) for additional information about the securities and investment techniques
described in this prospectus and about additional securities and techniques that
may be used by the Funds.
Additional
Information About the Funds’ Principal Risks
Many
of the investment techniques and strategies discussed in this prospectus and in
the SAI are discretionary, which means that the portfolio managers can decide
whether to use them. The Funds may invest in these securities or use these
techniques as part of the Funds’ principal investment strategies. However, the
portfolio managers may also use investment techniques or make investments in
securities that are not a part of the Funds’ principal investment strategies.
The
value of your investment in a Fund changes with the values of a Fund’s
investments. Many factors can affect those values. The factors that are most
likely to have a material effect on a Fund’s portfolio as a whole are called
“principal risks.” The discussions below expand on the risks identified in each
Fund’s summary section of the prospectus as “principal risks.” Please see the
SAI for a further discussion of the principal and other investment strategies
employed by the Funds. It is possible to lose
part or all of your money on an investment in a Fund.
Risks Associated with Investing in Emerging Markets
(principal risk for the Polar Capital Emerging Market
Stars Fund and Polar Capital Emerging Market ex‑China Stars
Funds)
Economic and Political Factors: Investments in
securities of issuers located in emerging market countries involve special
considerations and risks, including the risks associated with high rates of
inflation, the limited liquidity and relatively small market capitalization of
the securities markets in emerging market countries, relatively higher price
volatility and large amounts of external debt and political, economic and social
uncertainties, including the possible imposition of exchange controls or other
foreign governmental laws or restrictions which may affect investment
opportunities. In addition, with respect to certain emerging market countries
there is the possibility of political or social instability or diplomatic
developments that could affect investments in those countries. Moreover,
individual emerging market country economies may differ favorably or unfavorably
from the economies of developed nations in such respects as growth of gross
national product, rates of inflation, capital investments resources and
self-sufficiency and the balance of payments position.
The
economies of some emerging market countries have experienced considerable
difficulties in the past. Although in certain cases there have been significant
improvements in recent years, many such economies continue to experience
significant problems, including high inflation and interest rates. Inflation and
rapid fluctuations in interest rates have had and may continue to have very
negative effects on the economies and securities markets of certain emerging
market countries. The development of certain emerging market economies and
securities markets will require continued economic and fiscal discipline, which
has been lacking at times in the past, as well as stable political and social
conditions. Recovery may also be influenced by international economic
conditions, particularly those in the U.S. and by world prices for oil and other
commodities. There is no assurance that economic initiatives will be successful.
Certain of the risks associated with international investments and investing in
smaller capital markets are heightened for investments in emerging market
countries.
Market Liquidity and Volatility: The
securities markets in emerging market countries are substantially smaller, less
liquid and more volatile than the major securities markets in the United States
and Europe. A limited number of issuers in most, if not all, securities markets
in emerging market countries may represent a disproportionately large percentage
of market capitalization and trading volume. Such markets may in certain cases,
be characterized by relatively few market makers, participants in the market
being mostly institutional investors including insurance companies, banks, other
financial institutions and investment companies. The listed equity securities of
many companies in many emerging markets are accordingly materially less liquid,
subject to greater dealing spreads and experience materially greater volatility
than those of the Organization for Economic Cooperation and Development (“OECD”)
countries—an association of 38 member countries in Europe, the Americas and the
Pacific. Government supervision and regulation of many emerging markets and of
quoted companies is also less developed than in many OECD countries. In
addition, there may be a high measure of legal uncertainty concerning the rights
and duties of market participants as compared to investments made through
securities systems of established markets.
The
combination of price volatility and the less liquid nature of securities markets
in emerging market countries may, in certain cases, affect a Fund’s ability to
acquire or dispose of securities at the price and time it wishes to do so, and
consequently may have an adverse impact on the investment performance of the
Fund.
26
Information Standards: In addition to their
smaller size, lesser liquidity and greater volatility, securities markets in
emerging markets are less developed than the securities markets in the U.S. and
Europe with respect to disclosure, reporting and regulatory standards are less
publicly available information about the issuers of securities in these markets
than is regularly published by issuers in the United States and Europe. Further,
corporate laws regarding fiduciary responsibility and protection of stockholders
may be considerably less developed than those in the United States and Europe.
Issuers in emerging market countries may not be subject to the same accounting,
auditing and financial reporting standards.
Custody Risk: In a limited number of markets,
particularly in emerging economies, where a no failed trade policy is standard
market practice, assets may be assigned, transferred, exchanged or delivered
without the prior approval of the depositary or its agent. Once a sale order is
placed in relation to assets of a Fund, by virtue of the operation of the
settlement system within those markets, those assets will automatically move
from custody of the depositary without the need for the prior approval of the
depositary. Where this occurs the consideration for those assets is remitted to
the entity releasing the assets.
Currency Risk: the currencies in which
investments are denominated may be unstable, may be subject to significant
depreciation and may not be freely convertible.
Risks Associated with Investments in the Peoples
Republic of China (“China” or “PRC”) (principal risk for
the Polar Capital Emerging Market Stars Fund)
Political and/or Regulatory Risk: The value of
the Polar Capital Emerging Market Stars Fund’s assets may be affected by
political and regulatory uncertainties such as international and Chinese
political developments and changes in governmental policies in areas including
taxation, foreign investment, currency repatriation, currency fluctuation and
foreign exchange control. In addition, there is a greater degree of governmental
involvement in and control over the economy in mainland China than in more
developed markets. The Chinese Government exerts considerable influence on the
development of the Chinese stock market. From time to time, official measures
may be taken that affect listed companies and their market prices in China and
overseas. In addition, the fiscal and monetary system of China is underdeveloped
relative to Western countries and this may affect the stability of the economy
and its financial markets.
Legal and/or Accounting Risk: The legal system
in mainland China is still in a developmental stage. Although a legal framework
is in place to govern companies and the securities markets, the interpretation
and enforcement of laws involve significant uncertainty. It should be noted that
the legal infrastructure and accounting, auditing and reporting standards in
China and other markets in which the Fund may invest may not provide the same
degree of investor protection or information to investors as would generally
apply in more developed countries. In particular, the laws governing insolvency
and shareholder protection in mainland China are significantly less developed
than in established jurisdictions.
Liquidity Risk: The substantially smaller size
and lower trading volumes of the markets for Chinese equity and debt securities
compared to equity and debt securities in companies on more developed securities
markets may result in a potential lack of liquidity and increased volatility.
This
may affect the price at which the Fund may liquidate positions to meet
redemption requests or other funding requirements. In particular, investors
should expect that investment in Chinese companies registered with the Shanghai
Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”) may be highly
volatile.
Market Risk: Investors should be aware of the
risks associated with investing in emerging markets such as mainland China. The
securities of companies in which the Fund may invest are exposed to the risks of
high rates of inflation, high interest rates, currency depreciation and
fluctuation and also changes in taxation legislation and interpretation that may
affect the Fund’s income and the value of investments. Additionally, changes to
political and economic relationships, including recent trade and policy disputes
and strained international relations, between China and other countries and
changes to China’s socioeconomic systems may adversely affect the Fund’s
investments in China. For example, continued hostility and the potential for
future political or economic disturbances between China and the United States
may have an adverse impact on the values of investments in China, the United
States, and/or other countries.
Many
of the PRC economic reforms are unprecedented or experimental and are subject to
adjustment and modification, and such adjustment and modification may not always
have a positive effect on foreign investment.
27
PRC Tax: As a result of investing in
securities of Chinese companies, the Fund may be subject to withholding and
other taxes imposed by the PRC government. Under the prevailing PRC tax policy,
there are certain tax incentives available to foreign investment. There can be
no assurance, however, that the aforesaid tax incentives will not be abolished
in the future.
It
is possible that the current tax laws, regulations and practice in the PRC will
change, including possibly with retroactive effect, and that such changes may
result in higher or lower taxation on PRC investments than currently
contemplated.
Developmental State of the Chinese Stock
Markets: China A shares are securities that are listed and traded on the
SSE and/or the SZSE and are denominated and traded in RMB. The Shenzhen and
Shanghai stock markets were each established in 1991 and should be regarded as
developing stock markets. The Shanghai stock market may be subject to periods of
high price volatility, illiquidity, settlement problems and changes in
government policy or regulation.
The
Chinese government has issued rules allowing qualified foreign institutional
investors to invest in China A shares, government bonds, convertible bonds,
corporate bonds that are listed on the stock exchanges in the PRC and other
financial instruments approved by the China Securities Regulatory Commission.
Due to regulatory restraints, the Fund is not currently permitted to invest in
China A shares (other than via the Connect Scheme) but it may invest indirectly
in the China A share market by purchasing equity-related instruments,
participation notes and participatory certificates. Indirect investments in
China A shares markets by purchasing equity-related instruments will usually be
made in U.S. Dollars and not in RMB. The Fund will be exposed to fluctuations in
the exchange rate between U.S. Dollars and RMB.
Accuracy of Information: The quality and
limited availability of official data published by the PRC government and
government agencies and information on PRC businesses and industries are
generally not equivalent to that of more developed countries. Given the inherent
uncertainty of the source material, investors should be aware that the accuracy
and completeness of statistical data and other factual statements relevant to
the PRC contained herein, including information concerning actual and proposed
macro-economic, fiscal, legal and other matters, cannot be guaranteed.
Currency Risk: The Net Asset Value per Share
will be computed in U.S. Dollars, whereas the Fund will invest some of its
assets in securities denominated in RMB. The Net Asset Value of the Fund as
expressed in U.S. Dollars will fluctuate in accordance with the changes in the
foreign exchange rate between the U.S. Dollar and the RMB. It may not be
possible or practicable to hedge against the consequent currency risk exposure
and in most instances the Fund will not hedge against such risk. It is not the
present intention of the Fund to hedge the currency exposure of the Fund but the
Fund reserves the right to do so in the future if it is desirable or
practicable.
Custody Risk in respect of Chinese Securities:
The custodial and/or settlement systems of some of the Chinese markets or
exchanges on which the Fund may invest may not be fully developed, and therefore
the assets of the Fund which are traded in such markets and which have been
entrusted to sub‑custodians, in circumstances where the use of such
sub‑custodians is necessary, may be exposed to risks in circumstances whereby
the Custodian will have no liability. Such risks include (but are not limited
to): (a) a non‑true delivery versus payment settlement; (b) a physical
market, and as a consequence the circulation of forged securities; (c) poor
information in regards to corporate actions; (d) registration process that
impacts the availability of the securities; (e) lack of appropriate
legal/fiscal infrastructure devices; and (f) lack of compensation/risk fund
with the central depository.
As
mentioned above, custodians or sub‑custodians may be appointed in the Chinese
market for the purpose of safekeeping assets in the market. The assets of the
Fund may be exposed to custodial risk. For example, in case of the liquidation,
bankruptcy or insolvency of a custodian or sub‑custodian, the Fund may take a
longer time to recover its assets. In circumstances such as the retroactive
application of legislation of and fraud or improper registration of title, the
Fund may even be unable to recover all of its assets. The costs borne by the
Fund in investing and holding investments in such markets will be generally
higher than in organized securities markets.
Variable Interest Entities: To the extent the
Fund invests in securities of Chinese issuers, it may also be subject to certain
risks and considerations not typically associated with investing in securities
of U.S. issuers and potentially to a greater extent than investments in certain
other non‑US issuers, including, among others, risks associated with variable
interest entities (“VIEs”). In China, foreign ownership of Chinese companies in
certain sectors is prohibited. In order to facilitate foreign investment, many
Chinese companies have established shell companies that enter into contractual
arrangements with Chinese VIEs that allow foreign investors, such as the Funds,
through the use of contractual arrangements, to both exert a degree of influence
and to obtain substantially all of the economic benefits arising from a company
without formal legal ownership. If the Chinese companies (or their officers,
directors, or Chinese equity holders) breached their contracts or if Chinese
officials and/or regulators withdraw their implicit acceptance of the VIE
structure or if any physical instruments such as seals are used without
authorization or if new laws, rules or regulations relating to VIE
28
structures
are adopted, U.S. investors, including Funds that invest directly or indirectly
in VIEs, could suffer substantial, detrimental, and possibly permanent losses
with little or no recourse available.
Risks associated with the Connect Scheme (principal risk for
the Polar Capital Emerging Market Stars Fund)
The
Polar Capital Emerging Market Stars Fund will invest in China A shares via the
Connect Scheme. The Connect Scheme is subject to quota limitations which may
restrict the Fund’s ability to invest in China A shares through the Connect
Scheme on a timely basis and as a result, the Fund’s ability to access the China
A share market may be adversely affected.
Trading
under the Connect Scheme is subject to the Daily Quota. The Daily Quota may
change and consequently affect the number of permitted buy trades on the
Northbound Trading Link (i.e. non‑Mainland investor market access channel). The
Fund does not have exclusive use of the Daily Quota and such quota is utilized
on a “first come – first served” basis. Therefore, quota limitations may
restrict the Fund’s ability to invest in or dispose of SSE Securities and SZSE
Securities (together “China Connect Securities”) through the Connect Scheme on a
timely basis.
Clearing and Settlement Risk: The Hong Kong
Securities Clearing Company (“HKSCC”) and ChinaClear have established the
clearing links and each becomes a participant of each other to facilitate
clearing and settlement of cross-border trades. For cross-border trades
initiated in a market, the clearing house of that market will on one hand clear
and settle with its own clearing participants, and on the other hand undertake
to fulfil the clearing and settlement obligations of its clearing participants
with the counterparty clearing house.
The
Fund’s rights and interests in China Connect Securities will be exercised
through HKSCC exercising its rights as the nominee holder of China Connect
Securities credited to HKSCC’s omnibus account with ChinaClear. The relevant
measures and rules in relation to the Connect Scheme generally provide for the
concept of a “nominee holder” and recognize the investors including the Fund as
the “beneficial owners” of China Connect Securities.
However,
the precise nature and rights of an investor as the beneficial owner of China
Connect Securities through HKSCC as nominee is less well defined under PRC law.
There is a lack of a clear definition of, and distinction between, “legal
ownership” and “beneficial ownership” under PRC law. Therefore, the Fund’s
assets held by HKSCC as nominee (via any relevant brokers’ or custodians’
accounts in the Central Clearing and Settlement System (“CCASS”)) may not be as
well protected as they would be if it were possible for them to be registered
and held solely in the name of the Fund.
In
the event of a default, insolvency or bankruptcy of a custodian or broker, the
Fund may be delayed or prevented from recovering its assets from the custodian
or broker, or its estate, and may have only a general unsecured claim against
the custodian or broker for those assets.
In
the remote event of any settlement default by HKSCC, and a failure by HKSCC to
designate securities or sufficient securities in an amount equal to the default
such that there is a shortfall of securities to settle any China Connect
Securities trades, ChinaClear may deduct the amount of that shortfall from
HKSCC’s omnibus account with ChinaClear, such that the Fund may share in any
such shortfall.
As
previously discussed, HKSCC is the nominee holder of the China Connect
Securities acquired by investors. As a result, in the remote event of a
bankruptcy or liquidation of HKSCC, the China Connect Securities may not be
regarded as the general assets of HKSCC under the laws of Hong Kong, and will
not be available to the general creditors of HKSCC on its insolvency. In
addition, as a Hong Kong incorporated company, any insolvency or bankruptcy
proceedings against HKSCC will be initiated in Hong Kong and be subject to Hong
Kong law. In such circumstances, ChinaClear and the courts of mainland China
will regard the liquidator of HKSCC appointed under Hong Kong law as the entity
with the power to deal with the China Connect Securities in place of HKSCC.
Should
the remote event of ChinaClear default occur and ChinaClear be declared as a
defaulter, HKSCC’s liabilities in Northbound trades under its market contracts
with clearing participants will be limited to assisting clearing participants in
pursuing their claims against ChinaClear. HKSCC will in good faith, seek
recovery of the outstanding China Connect Securities and monies from ChinaClear
through available legal channels or through ChinaClear’s liquidation. In that
event, the Fund may suffer delay in the recovery process or may not be able to
fully recover its losses from ChinaClear.
No Protection by Hong Kong Investor Compensation
Fund: The Fund’s investments through the Connect Scheme will not be
covered by Hong Kong’s Investor Compensation Fund. Therefore, the Fund is
exposed to the risks of default of the broker(s) it engages in its trading in
China Connect Securities through the Connect Scheme.
29
Short Swing Profit Rule: According to the PRC
Securities Law, a shareholder of 5% or more of the total issued shares of a PRC
listed company (“major shareholder”) has to return any profits obtained from the
purchase and sale of shares of such PRC listed company if both transactions
occur within a six‑month period. In the unlikely event that the Fund becomes a
major shareholder of a PRC listed company by investing in China Connect
Securities via the Connect Scheme, the profits that the Fund may derive from
such investments may be limited, and thus the performance of the Fund may be
adversely affected depending on the Fund’s size of investment in China Connect
Securities through the Connect Scheme.
Participation in Corporate Actions and Shareholders’
Meetings: HKSCC will keep CCASS participants informed of corporate
actions of China Connect Securities. Hong Kong and overseas investors (including
the Fund) will need to comply with the arrangement and deadline specified by
their respective brokers or custodians (i.e. CCASS participants). The time for
them to take actions for some types of corporate actions of China Connect
Securities may be as short as one business day only. Therefore, the Fund may not
be able to participate in some corporate actions in a timely manner.
Hong
Kong and overseas investors (including the Fund) may hold China Connect
Securities traded via the Connect Scheme through their brokers or custodians.
Where the appointment of proxy/multiple proxies by a shareholder is prohibited
by the articles of association of the China Connect Securities, the Fund may not
be able to appoint a proxy/multiple proxies to attend or participate in
shareholders’ meetings in respect of China Connect Securities
Regulatory Risk and Other China Specific Investment
Requirements: Any investments of the Fund through the Connect Scheme will
be subject to rules and regulations promulgated by regulatory authorities and
implementation rules made by the stock exchanges in the PRC and Hong Kong as
well as other regulations applicable to the Connect Scheme including but not
limited to trading restrictions, disclosure requirements and foreign ownership
limits. The Fund may also be impacted by the right to suspend Northbound Trading
Link if necessary for ensuring an orderly and fair market and that risks are
managed prudently.
Further,
new regulations may be promulgated from time to time by the regulators in
connection with operations and cross-border legal enforcement in connection with
cross-border trades under the Connect Scheme, which may affect the Fund’s
investments in China Connect Securities.
The
rules and regulations, in connection with the Connect Scheme, including the
taxation of transactions involving China Connect Securities (see the section
entitled “PRC Tax” above), are subject to change, potentially with retrospective
effect. There can be no assurance that the Connect Scheme will not be abolished.
A fund investing in the PRC markets through the Connect Scheme may be adversely
affected as a result of such changes.
Front‑End Monitoring: PRC regulations require
that before an investor sells any shares, there should be sufficient shares in
the investor’s account; otherwise SSE or SZSE will reject the sell order
concerned. The Stock Exchange of Hong Kong (“SEHK”) will carry out pre‑trade
checking on China Connect Securities sell orders of its exchange participants
(i.e. the stock brokers) to ensure there is no over-selling. If the Fund desires
to sell China Connect Securities it holds, it will be required to transfer those
China Connect Securities to the respective accounts of its brokers before the
market opens on the day of selling (“trading day”) unless its brokers can
otherwise confirm that the Fund has sufficient shares in its account. If it
fails to meet this deadline, it will not be able to sell those shares on the
trading day. Because of this requirement, the Fund may not be able to dispose of
its holdings of China Connect Securities in a timely manner.
Alternatively,
if the Fund maintains its China A shares with a custodian which is a custodian
participant or general clearing participant participating in the CCASS, the Fund
may request such custodian to open a special segregated account (“SPSA”) in
CCASS to maintain its holdings in China A shares under the enhanced pre‑trade
checking model. Each SPSA will be assigned a unique “Investor ID” by CCASS for
the purpose of facilitating the Connect Scheme system to verify the holdings of
an investor such as the Fund. Provided that there is sufficient holding in the
SPSA when a broker inputs the Fund’s sell order, the Fund will only need to
transfer China A shares from its SPSA to its broker’s account after execution
and not before placing the sell order and the Fund will not be subject to the
risk of being unable to dispose of its holdings of China A shares in a timely
manner due to failure to transfer China A shares to its brokers in a timely
manner.
Differences in Trading Day: The Connect Scheme
only operates on days when both the PRC and the Hong Kong stock markets are open
for trading and when banks in both markets are open on the corresponding
settlement days. It is therefore possible that there are occasions when it is a
normal trading day for the PRC stock markets but the Fund cannot carry out any
trading of the China Connect Securities. The Fund may be subject to a risk of
price fluctuations in China Connect Securities during the time when the Connect
Scheme is not trading as a result.
30
Recalling of Eligible Stocks: When a stock is
recalled from the scope of eligible stocks for trading via the Connect Scheme,
the stock can only be sold but will be restricted from being bought. This may
affect the investment portfolio or strategies of the Fund, for example, when the
Fund wishes to purchase a stock which has been recalled from the scope of
eligible stocks.
Risks associated with the Small and Medium Enterprise
Board of the SZSE (“SME Board”) and/or the ChiNext Board: The Fund may
invest in the SME Board and/or the ChiNext Board via the Shenzhen‑Hong Kong
Stock Connect scheme. Investments in the SME board and/or ChiNext Board may
result in significant losses for the Fund and its investors. The following
additional risks apply:
Higher fluctuation on stock prices: Listed
companies on the SME Board and/or ChiNext Board are usually of emerging nature
with smaller operating scale. Hence, they are subject to higher fluctuation in
stock prices and liquidity and have higher risks and turnover ratios than
companies listed on the Main Board of the SZSE (“Main Board”).
Over-valuation risk: Stocks listed on SME
Board and/or ChiNext Board may be overvalued and such exceptionally high
valuation may not be sustainable. Stock price may be more susceptible to
manipulation due to fewer circulating shares.
Differences in regulation: The rules and
regulations regarding companies listed on ChiNext Board are less stringent in
terms of profitability and share capital than those in the Main Board and SME
Board.
Delisting risk: It may be more common and
faster for companies listed on the SME Board and/or ChiNext Board to delist.
This may have an adverse impact on the Fund if the companies that it invests in
are delisted.
Risks Associated with Investing in Smaller Companies
(principal risk for the Polar Capital International
Small Company Fund)
The
prices of securities of smaller‑cap companies tend to fluctuate more widely than
those of larger, more established companies. Smaller‑cap companies may have
limited product lines, markets or financial resources or may depend on the
expertise of a few people and may be subject to more abrupt or erratic market
movements than securities of larger, more established companies or market
averages in general. In addition, these companies often have shorter operating
histories and are more reliant on key products or personnel than larger
companies. The securities of smaller-sized companies are often traded
over‑the‑counter (“OTC”), and may not be traded in volumes typical of securities
traded on a national securities exchange. Securities of such issuers may lack
sufficient market liquidity to effect sales at an advantageous time or without a
substantial drop in price.
Risks
Associated with Derivative Instruments
The
use of derivative instruments may involve risks different from, or greater than,
the risks associated with investing in more traditional investments. Any use of
derivatives strategies entails the risks of investing directly in the securities
or instruments underlying the derivatives strategies, as well as the risks of
using derivatives generally. Derivatives can be highly complex and may perform
in ways unanticipated by the Adviser. The use of derivative instruments for a
Fund may also expose the Fund to a number of specific risks, depending on the
nature of the individual transaction, such as the following:
Correlation risk: The value of derivative
instruments may be imperfectly correlated to the value of the underlying
securities, for example, because of transaction costs and interest rate
movements.
Loss of Favorable Performance risk: The use of
derivatives to hedge or protect against market risk or to generate additional
revenue (for example, by writing covered call options on portfolio securities)
may reduce the opportunity to benefit from favorable market movements.
Counterparty exposure and legal documentation
risk: The use of OTC derivatives, such as forward contracts, swap
agreements and contracts for differences, will expose a Fund to credit risk with
respect to the Fund’s counterparty to such transactions and the risk that the
legal documentation of the contract may not accurately reflect the intention of
the parties and/or that the counterparty may interpret contractual terms
differently than the Fund. When a Fund enters into futures transactions or other
cleared derivative transactions, it is subject to the counterparty risk of the
clearing member and clearing house through which it holds such positions. See
“Counterparty and Third Party Risk” and “Collateral Management Risk” below.
Liquidity risk: A Fund may not be able to
close out or sell a derivative position at an advantageous price or time.
Futures positions may also be illiquid or difficult to close out because of
limits imposed by the relevant exchange on daily price movements. The portfolio
managers will only enter into OTC transactions with counterparties which are
contractually obliged to close out a position on request.
31
Market risk: Derivative instruments are
subject to the general risk that the value of a particular investment or
transaction will change in a way detrimental to a Fund’s interests. General
economic and capital and credit market conditions may have a significant impact
on a Fund’s derivative instruments. Interest rates, fluctuations in the price of
assets and increased competition may adversely affect the value of derivative
instruments held by the Funds. The prices of exchange traded derivatives, for
example, may also be subject to changes in price due to supply and demand
factors.
Leverage and volatility risk: When the
portfolio managers purchase a security or an option, the risk of the Fund is
generally limited to the loss of its investment. In the case of some derivative
transactions including certain futures, forwards, swaps, contracts for
differences or writing options, a Fund’s liability may be potentially unlimited
until the position is closed. Derivatives instruments can create investment
leverage and may be highly volatile, and a Fund could lose significantly more
than the amount it invests.
Currency Hedging: Currency hedging, which may
be undertaken using derivatives, may provide protection to the Funds from
adverse currency movements, but may also release or eliminate the benefit of
favorable currency movements. There can also be no guarantee that a decision to
hedge any currency exposure will be effective or that the portfolio managers
will exercise its discretion to hedge any particular currency exposure. In
addition, it may be difficult to effectively hedge exposures in certain
currencies either at a reasonable cost or on a practical basis.
Regulation risk: Current and future regulation
of the derivatives markets and its participants may make derivatives more
costly, may limit the availability or liquidity of derivatives, or may otherwise
adversely affect the value or performance of derivatives. Any such adverse
developments could impair the effectiveness of a Fund’s derivatives strategies
and cause a Fund to lose value. For instance, the U.S. government has enacted
legislation that provides for regulation of the derivatives market, including
clearing, margin, reporting, and registration requirements, which could restrict
the Funds’ ability to engage in derivatives transactions or increase the cost or
uncertainty involved in such transactions. The European Union, the United
Kingdom and various other jurisdictions have implemented or are in the process
of implementing similar requirements, which will affect the Fund when it enters
into a derivatives transaction with a counterparty subject to such requirements.
In addition, Rule 18f‑4 under the 1940 Act, governs the use of derivative
investments and certain financing transactions (e.g. reverse repurchase
agreements) by registered investment companies. Among other things, Rule 18f‑4
requires funds that invest in derivative instruments beyond a specified limited
amount to apply a value‑at‑risk based limit to their use of certain derivative
instruments and financing transactions and to adopt and implement a derivatives
risk management program. A fund that uses derivative instruments (beyond certain
currency and interest rate hedging transactions) in a limited amount is not
subject to the full requirements of Rule 18f‑4. In connection with the adoption
of Rule 18f‑4, funds are no longer required to comply with the asset segregation
framework arising from prior SEC guidance for covering certain derivative
instruments and related transactions. Compliance with the rule by the Funds
could, among other things, make derivatives more costly, limit their
availability or utility, or otherwise adversely affect their performance. The
rule may limit the Funds’ ability to use derivatives as part of its investment
strategy.
Tax Risk: The Funds’ use of derivatives may be
subject to one or more special tax rules that may affect the amount, timing
and/or character of distributions to shareholders and could result in the
realization of additional taxable income or gains for shareholders.
ESG Investing Risk (principal risk for
the Polar Capital Emerging Market Stars Fund and Polar Capital Emerging Market
ex‑China Stars Funds)
The
portfolio managers’ considerations of environmental, social and/or governance
factors as part of their investment process may cause the Funds to make
different investments than funds that have a similar investment universe and/or
investment style but that do not incorporate such factors in their strategy or
investment processes. Additionally, because the portfolio managers evaluate ESG
factors to assess and exclude certain investments, including for non‑financial
reasons, the portfolio managers may forgo opportunities to buy certain
securities when it might otherwise be advantageous to do so, or sell securities
when it might be otherwise disadvantageous for the Funds to do so. Incorporating
ESG factors into investment decision making is qualitative and subjective by
nature; there is no guarantee that the factors considered by the Adviser or any
judgment exercised by the Adviser will reflect the beliefs or values of any
particular investor and it is possible that it will have an adverse effect on a
Fund’s performance. Socially responsible norms differ by region and industry,
and a company’s ESG practices or the Adviser’s assessment of a company’s ESG
practices may change over time. In evaluating a company or issuer in light of
ESG factors, the Adviser may consider information and data obtained through
voluntary or third-party reporting that may be incomplete or inaccurate, which
could negatively impact the ability to apply the Adviser’s scoring methodology.
It is possible the companies or issuers identified through the Adviser’s
consideration of ESG factors will not operate as expected and will not exhibit
positive ESG characteristics to the extent the Adviser might have anticipated.
32
Risks Associated with Investing in Non‑U.S.
Securities. Since the Funds principally invests in non‑U.S. securities,
the Funds will be subject to risks not typically associated with domestic
securities. Non‑U.S. investments involve special risks not present in U.S.
investments that can increase the chances that the Funds will lose money.
Certain
of the risks noted below may also apply to securities of U.S. issuers with
significant non‑U.S. operations. Investments in non‑U.S. securities involve the
following risks:
|
• |
|
The
economies of some non‑U.S. markets often do not compare favorably with
that of the U.S. in areas such as growth of gross domestic product,
reinvestment of capital, resources, and balance of payments. Some of these
economies may rely heavily on particular industries or non‑U.S. capital.
They may be more vulnerable to adverse diplomatic developments, the
imposition of economic sanctions against a country, changes in
international trading patterns, trade barriers and other protectionist or
retaliatory measures. |
|
• |
|
Governmental
actions—such as the imposition of capital controls, nationalization of
companies or industries, expropriation of assets or the imposition of
punitive taxes—may adversely affect investments in non‑U.S. markets. Such
governments may also participate to a significant degree, through
ownership or regulation, in their respective economies.
|
|
• |
|
The
governments of certain countries may prohibit or substantially restrict
foreign investing in their capital markets or in certain industries. This
could severely affect security prices. This could also impair a Fund’s
ability to purchase or sell non‑U.S. securities or transfer its assets or
income back to the U.S. or otherwise adversely affect a Fund’s operations.
|
|
• |
|
Other
non‑U.S. market risks include foreign exchange controls, difficulties in
pricing securities, defaults on non‑U.S. government securities,
difficulties in enforcing favorable legal judgments in non‑U.S. courts,
and political and social instability. Legal remedies available to
investors in some non‑U.S. countries are less extensive than those
available to investors in the U.S. Many non‑U.S. governments supervise and
regulate stock exchanges, brokers and the sale of securities to a lesser
extent than the U.S. government does. Corporate governance may not be as
robust as in more developed countries. As a result, protections for
minority investors may not be strong, which could adversely affect a
Fund’s non‑U.S. holdings or exposures. |
|
• |
|
Accounting
standards in other countries are not necessarily the same as in the U.S.
If the accounting standards in another country do not require as much
disclosure or detail as U.S. accounting standards, it may be harder for
the portfolio managers to completely and accurately determine a company’s
financial condition or otherwise assess a company’s creditworthiness.
|
|
• |
|
In
some non‑U.S. markets, custody arrangements for securities provide
significantly less protection than custody arrangements in U.S. markets.
Prevailing custody and trade settlement practices (e.g., the requirement
to pay for securities prior to receipt) could similarly expose a Fund to
credit and other risks it does not have in the U.S. with respect to
participating brokers, custodians, clearing banks or other clearing
agents, escrow agents, and issuers. |
|
• |
|
Because
there may be fewer investors on non‑U.S. exchanges and smaller numbers of
shares traded each day, it may be difficult for a Fund to buy and sell
securities on those exchanges. In addition, prices of non‑U.S. securities
may be more volatile than prices of securities traded in the U.S.
|
|
• |
|
Non‑U.S.
markets may have different clearance and settlement procedures. In certain
markets, settlements may not keep pace with the volume of securities
transactions. If this occurs, settlement may be delayed, and a Fund’s
assets may be uninvested and may not be earning returns. A Fund also may
miss investment opportunities or not be able to sell an investment or
reduce its exposure because of these delays. |
|
• |
|
Changes
in currency exchange rates will affect the value of a Fund’s non‑U.S.
holdings or exposures. |
|
• |
|
The
costs of non‑U.S. securities transactions tend to be higher than those of
U.S. transactions, increasing the transaction costs paid directly or
indirectly by a Fund. |
|
• |
|
International
trade barriers or economic sanctions against non‑U.S. countries may
adversely affect a Fund’s non‑U.S. holdings or exposures.
|
|
• |
|
Global
economies are increasingly interconnected, which increases the
possibilities that conditions in one country, region or financial market
may adversely impact a different country, region or financial market.
|
The
severity or duration of these conditions may be affected if one or more
countries leave the European Union, the euro currency or if other policy changes
are made by governments or quasi-governmental organizations.
33
The
Funds may invest in depositary receipts, including American Depositary Receipts
(“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts
(“GDRs”) and Global Depositary Notes (“GDNs”), which are certificates evidencing
ownership of securities of a non‑U.S. issuer. Depositary receipts may be
sponsored by the non‑U.S. issuer or unsponsored. Depositary receipts are subject
to the risks of changes in currency or exchange rates and the risks of investing
in non‑U.S. securities that they evidence or into which they may be converted.
The issuers of unsponsored depositary receipts are not obligated to disclose
information that would be considered material in the U.S., or to pass through to
shareholders any voting rights with respect to the deposited securities.
Therefore, there may be less information available regarding these issuers, and
there may not be a correlation between such information and the market value of
the depositary receipts.
Exposure to Greater China. (principal risk for
the Polar Capital Emerging Market ex‑China Fund) Although the Polar Capital Emerging Market
ex‑China Stars Fund does not intend to invest directly in Chinese issuers, the
Fund may have limited exposure to the Chinese economy, as a consequence of the
indirect exposure that companies in other Emerging Market countries may have to
China. For example, companies in Emerging Markets countries may have some
economic or risk exposure to China if a portion of their revenues derive from
China, or if their products are manufactured using raw materials or component
parts sourced from China or from Chinese countries. The Fund’s indirect exposure
to China may subject the Fund to certain risks and considerations not typically
associated with investing in other more established economies or securities
markets. For further information about some of the risks, please see “Risks
Associated with Investments in the Peoples Republic of China” in this section.
Market
Risk
The
market price of investments owned by the Funds may go up or down, sometimes
rapidly or unpredictably. Fund investments may decline in value due to factors
affecting the overall markets, or particular industries or sectors. The value of
a holding may decline due to general market conditions that are not specifically
related to a particular issuer, such as real or perceived adverse economic
conditions, changes in the general outlook for an issuer’s financial condition,
changes in interest or currency rates, domestic or international monetary policy
or adverse investor sentiment generally. The value of a holding may also decline
due to factors that affect a particular industry or industries, such as
competitive conditions within an industry or government regulations. Adverse
developments that affect financial institutions or the financial services
industry generally, or concerns or rumors about any events of these kinds or
other similar risks, may reduce liquidity in the market generally or have other
adverse effects on the economy, a Fund or issuers in which the Fund invests. In
addition, issuers in which a Fund invests and a Fund may not be able to identify
all potential solvency or stress concerns with respect to a financial
institution or to transfer assets from one bank or financial institution to
another in a timely manner in the event such bank or financial institution comes
under stress or fails.
A
Fund may experience heavy redemptions, which could cause the Fund to liquidate
its assets at inopportune times or at a loss or depressed value, which could
cause the value of an investment in the Fund to unexpectedly decline. Each Fund
may rely on various third-party sources to calculate its net asset value. Errors
or systems failures and other technological issues may adversely impact a Fund’s
calculation of its net asset value, and such net asset value calculation issues
may result in inaccurately calculated net asset values, delays in net asset
value calculation and/or the inability to calculate net asset values over
extended periods. The Funds may be unable to recover any losses associated with
such failures.
Equity
securities represent an ownership interest, or the right to acquire an ownership
interest, in an issuer. Equity securities may take the form of shares of common
stock of a corporation, membership interests in a limited liability company,
limited partnership interests, or other forms of ownership interests. Equity
securities also include, among other things, preferred stocks, convertible
securities and warrants. The value of a company’s equity securities may fall as
a result of factors directly relating to that company, such as decisions made by
its management or lower demand for the company’s products or services. The value
of an equity security may also fall because of factors affecting not just the
company, but also companies in the same industry or in a number of different
industries, such as increases in production costs. The value of a company’s
equity securities may also be affected by changes in financial markets that are
relatively unrelated to the company or its industry, such as changes in interest
rates or currency exchange rates or adverse circumstances involving the credit
markets. In addition, because a company’s equity securities rank junior in
priority to the interests of bond holders and other creditors, a company’s
equity securities will usually react more strongly than its bonds and other debt
to actual or perceived changes in the company’s financial condition or
prospects. To the extent a Fund invests in equity-related instruments it will
also be subject to these risks.
The
Funds may invest in equity securities of companies that the portfolio managers
believe will experience relatively rapid earnings growth (“growth securities”)
or that the portfolio managers believe are selling at a price lower than their
true value (“value securities”). Growth securities typically trade at higher
multiples of current earnings than other securities. Therefore, the value of
growth securities may be more sensitive to changes in current or expected
earnings than the value of other securities. Companies that
34
issue
value securities may have experienced adverse business developments or may be
subject to special risks that have caused their securities to be out of favor.
If the portfolio managers’ assessment of a company’s prospects is wrong, or if
the market does not recognize the value of the company, the price of its
securities may decline or may not approach the value that the portfolio managers
anticipate.
Counterparty
and Third-Party Risk
Transactions
involving a counterparty to a derivative or other instrument or transaction
(e.g., a repurchase agreement or securities loan), or a third party responsible
for servicing the instrument or transaction, are subject to the credit risk of
the counterparty or third party, and to the counterparty’s or third party’s
ability to perform in accordance with the terms of the transaction. When a Fund
enters into futures transactions or other cleared derivative transactions, it is
subject to the counterparty risk of the clearing member and clearing house
through which it holds such positions. Counterparty risk is the risk that the
issuer, guarantor, counterparty or third party to a particular instrument,
investment or transaction becomes unable or unwilling to make timely principal,
interest, or settlement payments or otherwise to honor its obligations. This
risk is particularly acute in environments (like those experienced recently) in
which financial services firms are exposed to systemic risks.
If
a counterparty defaults, a Fund may have contractual remedies, but the Fund may
be unable to enforce them. The obligations of counterparties are subject to
bankruptcy, insolvency, and other laws affecting the rights and remedies of
creditors. If a counterparty becomes bankrupt or otherwise fails to perform its
obligations under a derivative contract (whether OTC or cleared), a Fund may
experience significant delays in obtaining any recovery under the derivative
contract, particularly if the counterparty becomes subject
to
an insolvency, resolution or other reorganization proceeding. A Fund may obtain
only a limited recovery or may obtain no recovery in such circumstances. If a
counterparty defaults, a Fund may have to participate in legal proceedings
involving the counterparty. This could increase the Fund’s operating expenses
and decrease its net asset value. If a counterparty’s obligation to a Fund is
not collateralized, then the Fund is essentially an unsecured creditor of the
counterparty. Counterparty risk is still present even if a counterparty’s
obligations are secured by collateral because, for example, a Fund’s interest in
collateral may not be perfected, additional collateral may not be promptly
posted as required, and/or the Fund’s recovery of collateral may be limited by
applicable insolvency laws.
The
Funds are also subject to counterparty risk to the extent they execute a
significant portion of their securities transactions through a broker, dealer,
or counterparty to a derivatives transaction, such as a futures commission
merchant. If the broker, dealer or other counterparty fails to meet its
contractual obligations, goes bankrupt, or otherwise experiences a business
interruption, a Fund could, for example, miss investment opportunities or be
unable to dispose of investments it would prefer to sell at favorable times or
prices, resulting in losses for the Fund.
Derivatives
transactions, especially over‑the‑counter derivatives, involve significant
counterparty risk. Those derivative instruments involving high amounts of
counterparty risk, include, among others, swaps (including interest rate swaps,
total return swaps and credit default swaps), structured notes, forward currency
contracts, and over‑the‑counter options contracts. For centrally cleared
derivatives, such as cleared swaps, futures and many options the primary
credit/counterparty risk is the creditworthiness of a Fund’s clearing broker and
the central clearing house itself. While exchange-traded and centrally cleared
derivatives are generally perceived to present less counterparty risk because
they are guaranteed by the relevant exchange or clearing house, the Funds are
still exposed to counterparty risk, including the fraud or insolvency of the
broker, exchange and clearing house through which the transaction is undertaken.
The
Funds’ shares are priced (purchased and redeemed) in U.S. dollars and the
distributions paid by the Funds are paid in U.S. dollars. However, a substantial
portion of the Funds’ assets may be denominated in foreign (non‑U.S.) currencies
and income received by the Funds from many of its investments may be paid in
foreign currencies. Foreign currencies may decline in value relative to the U.S.
dollar and adversely affect the value of a Fund’s investments in foreign
currencies, securities denominated in foreign currencies, derivatives that
provide exposure to foreign currencies, and a Fund’s income available for
distribution. The values of foreign currencies, securities denominated in
foreign currencies or derivatives that provide exposure to foreign currencies
may be adversely affected by currency exchange rates, currency exchange control
regulations, foreign withholding or other taxes, restrictions or prohibitions on
the repatriation of foreign currencies, diplomatic developments, such as the
imposition of economic sanctions against a particular country or countries,
organizations, entities and/or individuals, changes in supply and demand in the
currency exchange markets, actual or perceived changes in interest rates,
intervention (or the failure to intervene) by U.S. or foreign governments,
central banks, or supranational agencies such as the International Monetary
Fund, and currency controls or other political and economic developments in the
U.S. or abroad. The local emerging market currencies in which the Funds may be
invested from time to time may experience substantially greater volatility
against the U.S. dollar than the major convertible currencies of developed
countries. To the
35
extent
a Fund has invested in debt instruments of companies located or doing business
in foreign markets and that have issued debt instruments denominated in U.S.
dollars or another non‑local currency, fluctuations in currency exchange rates
could also negatively impact such investments. For example, increases in the
value of the U.S. dollar relative to its value at the time the debt was issued
can increase the costs of interest and repayment to the issuer and could result
in defaults on an issuer’s debt obligations.
Officials
in foreign countries may from time to time take actions in respect of their
currencies which could significantly affect the value of a Fund’s assets
denominated in those currencies or the liquidity of such investments. For
example, a foreign government may unilaterally devalue its currency against
other currencies, which would typically have the effect of reducing the U.S.
dollar value of investments denominated in that currency. A foreign government
may also limit the convertibility or repatriation of its currency or assets
denominated in its currency, which would adversely affect the U.S. dollar value
and liquidity of investments denominated in that currency. In addition, although
at times most of a Fund’s income may be received or realized in these
currencies, the Funds will be required to compute and distribute its income in
U.S. dollars. As a result, if the exchange rate for any such currency declines
after a Fund’s income has been earned and translated into U.S. dollars but
before payment to shareholders, the Fund could be required to liquidate
portfolio securities to make such distributions. Similarly, if a Fund incurs an
expense in U.S. dollars and the exchange rate declines before the expense is
paid, the Fund would have to convert a greater amount to U.S. dollars to pay for
the expense at that time than it would have had to convert at the time the Fund
incurred the expense.
Some
of the local currencies in which the Funds may invest are neither freely
convertible into one of the major currencies nor internationally traded. The
local currencies may be convertible into other currencies only inside the
relevant emerging market where the limited availability of such other currencies
may tend to inflate their values relative to the local currency in question.
Such internal exchange markets can therefore be said to be neither liquid nor
competitive. In addition, many of the currencies of Emerging Markets in which
the Funds may invest have experienced steady devaluation relative to freely
convertible currencies.
The
portfolio managers may, but are not required to, attempt to mitigate (or
“hedge”) the risks associated with currency fluctuations by entering into
forward, futures and options or other contracts to purchase or sell the currency
of denomination of any investment held by the Funds and any other currencies
held by the Funds. Such contracts may not be available on favorable terms or in
all of the currencies in which the Funds may invest from time to time. In the
case of hedging positions, currency risk includes the risk that the currency to
which a Fund has obtained exposure declines in value relative to the foreign
currency being hedged. In such event, a Fund may realize a loss on the hedging.
Certain
securities and instruments may be difficult to value, and to the extent a Fund
sells a security or instrument at a price lower than that used to value the
security, the Fund’s net asset value will be adversely affected. A portion of
the Funds’ assets may be valued by the Adviser at fair value pursuant to
guidelines approved by the Board of Trustees. The Funds’ assets may be valued
using prices provided by a pricing service or, alternatively, a broker-dealer or
other market intermediary (sometimes just one broker-dealer or other market
intermediary) when other reliable pricing sources may not be available. To the
extent the Funds rely on a pricing service to value some or all of their
portfolio securities, it is possible that the pricing information provided by
the service will not reflect the actual price the Funds would receive upon sale
of a security. When a Fund invests in other mutual funds or investment pools, it
will generally value its investments in those funds or pools based on the
valuations determined by the funds or pools, which may not be precisely the same
as if the net assets of the funds or pools had been valued using the procedures
employed by a Fund to value its own assets. Valuation risks may be heightened to
the extent that a Fund invests in high yield securities, illiquid securities and
derivative instruments because there may be less liquid markets for these
instruments or market quotations may not be readily available for them.
Risks
Associated with Non‑Diversification
Each
Fund is non‑diversified, which generally means that a Fund may invest a greater
percentage of its total assets in the securities of fewer issuers than a
“diversified” fund. This increases the risk that a change in the value of any
one investment held by a Fund could affect the overall value of the Fund more
than it would affect that of a diversified fund holding a greater number of
investments. Accordingly, each Fund’s value will likely be more volatile than
the value of a more diversified fund. In addition, due to their relatively low
number of holdings, the Funds will be more susceptible to company-specific
events and risks impacting the particular securities held by the Funds than a
fund with a greater number of holdings.
Semiconductor
Industry Risk
36
A
Fund’s exposure to the semiconductor industry could make a Fund particularly
vulnerable to sectoral risks. Significant capital expenditures may be required
to produce a limited variety of products that may not prove commercially
successful or quickly become obsolete. This can result in heightened volatility
of security prices. Additionally, investments in semiconductor companies may
also be affected by risks that affect the broader technology sector, including:
government regulation, dramatic and often unpredictable changes in growth rates
and competition for qualified personnel, consolidation of market share among a
limited number of companies, cyclical market patterns, significant product price
erosion hampering company profits, periods of over-capacity and production
shortages, changes in consumer demand, variations in manufacturing costs and
significant expenditures for capital equipment and product development.
Unconstrained Sector Risk. (principal
risk for the Polar Capital Emerging Market Stars Fund and Polar Capital Emerging
Market ex-China Stars Funds)
The
Fund may focus its investments in securities of one or more economic sectors or
industries, which may change from time to time. When the Fund focuses its
investments in a particular industry or sector, financial, economic, business,
and other developments affecting issuers in that industry or sector will have a
greater effect on the Fund than if it had not focused its assets in that
industry or sector, which may increase the volatility of the Fund. The Fund may
or may not focus in an industry or sector at any time in the Adviser’s
discretion and without notice to investors.
Cyber
Security Risk
The
Funds and their service providers are susceptible to operational and information
security and related risks of cyber security incidents. In general, cyber
incidents can result from deliberate attacks or unintentional events. Cyber
security attacks include, but are not limited to, gaining unauthorized access to
digital systems (e.g., through “hacking” or malicious software coding) for
purposes of misappropriating assets or sensitive information, corrupting data or
causing operational disruption. Cyber-attacks also may be carried out in a
manner that does not require gaining unauthorized access, such as causing
denial‑of‑service attacks on websites (i.e., efforts to make services
unavailable to intended users). Cyber security incidents affecting the Funds,
Adviser, Custodian or Administrator or other service providers such as financial
intermediaries have the ability to cause disruptions and impact business
operations, potentially resulting in financial losses, including by interference
with a Fund’s ability to calculate its NAV; impediments to trading for a Fund’s
portfolio; the inability of Shareholders to transact business with a Fund;
violations of applicable privacy, data security or other laws; regulatory fines
and penalties; reputational damage; reimbursement or other compensation or
remediation costs; legal fees; or additional compliance costs. Similar adverse
consequences could result from cyber security incidents affecting issuers of
securities in which the Funds invest, counterparties with which the Funds engage
in transactions, governmental and other regulatory authorities, exchange and
other financial market operators, banks, brokers, dealers, insurance companies
and other financial institutions and other parties. While information risk
management systems and business continuity plans have been developed which are
designed to reduce the risks associated with cyber security, there are inherent
limitations in any cyber security risk management systems or business continuity
plans, including the possibility that certain risks have not been identified.
Information
About the Funds’ Non‑Principal Investment Strategies and Risks
Derivatives. Futures, forwards, options,
contracts for difference and swaps may be used to hedge against downward
movements in the value of a Fund’s portfolio, either by reference to specific
securities (i.e. equity or equity related securities) or markets to which the
Fund may be exposed. These derivative instruments may also be used to gain or
reduce a Fund’s exposure to equity or equity related securities or markets on a
short or medium term basis where the portfolio managers believe it is more
efficient to use derivatives for this purpose, or to gain indirect exposure to
equity or equity related securities where the portfolio managers feel that such
use of financial derivative instruments is in the best interests of a Fund.
Risks Associated with Collateral Management.
When a Fund enters into a derivative transaction or a securities financing
transaction, it will generally be required to post collateral in respect of such
transactions. Collateral that a Fund posts to a counterparty or a broker that is
not segregated with a third-party custodian may not have the benefit of
additional customer-protected “segregation” of such assets. Therefore, in the
event of the insolvency of a counterparty or a broker, a Fund may become subject
to the risk that it may not receive the return of its collateral or that the
collateral may take some time to be returned if the collateral becomes available
to the creditors of the relevant counterparty or broker. In addition, a Fund is
subject to the risk that it will be unable to liquidate collateral provided to
it to cover the costs incurred as a result of the counterparty default. The
Funds are also subject to the risk of loss resulting from inadequate or failed
internal processes, people and systems or from external events.
When
cash collateral received by the Funds is re‑invested, a Fund will be exposed to
the risk of a failure or default of the issuer of the relevant security in which
the cash collateral has been invested.
When
collateral is posted to a counterparty or broker by way of a title transfer
collateral arrangement or where a Fund grants a right of re‑use under a security
collateral arrangement which is subsequently exercised by the counterparty, a
Fund will only have an unsecured contractual claim for the return of equivalent
assets. In the event of the insolvency of a counterparty, a Fund shall rank as
an unsecured creditor and may not receive equivalent assets or recover the full
value of the assets. Investors should assume that the insolvency of any
counterparty would result in a loss to a Fund, which could be material. In
addition, assets subject to a right of re‑use by a counterparty may form part of
a complex chain of transactions over which a Fund or its delegates will not have
any visibility or control. Because the posting of collateral is effected through
the use of standard contracts, the Funds may be exposed to legal documentation
risks such as the contract may not accurately reflect the intentions of the
parties, the counterparty may interpret
37
contractual
terms differently than the Fund, and/or the contract may not be enforceable
against the counterparty in its jurisdiction of incorporation.
Market Disruption and Geopolitical Risk. The
Funds are subject to the risk that geopolitical events will disrupt securities
markets and adversely affect global economies and markets. War, terrorism, and
related geopolitical events have led, and in the future may lead, to increased
market volatility and may have adverse long-term effects on U.S. and world
economies and markets generally. Natural and environmental disasters, epidemics
or pandemics and systemic market dislocations may also be highly disruptive to
economies and markets. Those events as well as other changes in non‑U.S. and
domestic economic, social, and political conditions also could adversely affect
individual issuers or related groups of issuers, securities markets, interest
rates, credit ratings, inflation, investor sentiment, and other factors
affecting the value of the investments of the Fund. For example, If the
political climate between the U.S. and China does not improve or continues to
deteriorate, if China were to attempt unification of Taiwan by force, or if
other geopolitical conflicts develop or get worse, economies, markets, and
individual securities may be severely affected both regionally and globally, and
the value of a Fund’s assets may go down.
Given
the interdependence among global economies and markets, conditions in one
country, market, or region might adversely impact markets, issuers and/or
foreign exchange rates in other countries, including the U.S.
Russia
Sanctions Risk. In 2022, Russian military forces invaded Ukraine.
Following Russia’s actions, various countries, including the U.S., Canada, the
United Kingdom, Germany, and France, as well as the EU, issued broad-ranging
economic sanctions against Russia. Sanctions threatened or imposed by these
jurisdictions, and other intergovernmental actions that have been or may be
undertaken in the future, against Russia, Russian entities or Russian
individuals, may result in the devaluation of Russian currency, a downgrade in
the country’s credit rating, an immediate freeze of Russian assets, a decline in
the value and liquidity of Russian securities, property or interests, and/or
other adverse consequences to the Russian economy or a Fund. The scope and scale
of sanctions in place at a particular time may be expanded or otherwise modified
in a way that may have negative effects on a Fund. Sanctions, or the threat of
new or modified sanctions, could impair the ability of a Fund to buy, sell,
hold, receive, deliver or otherwise transact in certain affected securities or
other investment instruments. Sanctions could also result in Russia taking
counter measures or other actions in response, which may further impair the
value and liquidity of Russian securities. The extent and duration of the
military actions associated with Russia’s invasion of Ukraine, the resulting
sanctions, and the resulting disruption of the Russian economy, may cause
volatility in other regional and global markets and may negatively impact the
performance of various sectors and industries, as well as companies in other
countries, which could have a negative effect on the performance of a Fund, even
if a Fund does not have direct exposure to securities of Russian issuers.
Because
of these and other risks, you could lose money by investing in the Funds. For
more information about the Funds and their investments, please see the Funds’
Statement of Additional Information (“SAI”).
Portfolio
Holdings
A
description of the Funds’ policies and procedures with respect to the disclosure
of the Funds’ portfolio securities is available in the Funds’ SAI. For
instructions on how to obtain the SAI, please refer to the back cover of this
prospectus. Portfolio holdings information can be reviewed online at
www.polarcapitalfunds.com.
38
MANAGEMENT
OF THE FUNDS
Board
of Trustees
The
Board of Trustees of Datum One Series Trust, a Massachusetts business trust (the
“Trust”), of which each Fund is a separate series, has responsibility for the
general oversight of the management of the Funds, including the general
supervision of the Adviser and the Funds’ other service providers. The Board of
Trustees is not involved in the day‑to‑day management of the Trust. A list of
the Trustees and the Trust’s officers, and their present positions and principal
occupations, is provided in the SAI.
Investment
Adviser
Polar
Capital LLP is the Funds’ investment adviser and has served as the Funds
investment adviser since each Fund’s inception. The Adviser manages assets of
approximately $29.7 billion as of June 30, 2024 and, in addition to
the Funds, serves as the investment adviser for four investment companies,
including Polar Capital Funds plc, Polar Capital Technology Trust plc, Polar
Capital Global Healthcare Trust plc, and Polar Capital Global Financials Trust
plc. The Adviser is authorized and regulated by the Financial Conduct Authority
in the United Kingdom and is an investment adviser registered with the SEC under
the Investment Advisers Act of 1940, as amended. The Adviser is headquartered at
16 Palace Street, London, SW1E 5JD, United Kingdom. The portfolio managers, who
are affiliated with the Adviser, select investments for the Funds.
Portfolio
Managers for the Polar Capital Emerging Market Stars Fund and Polar Capital
Emerging Market ex‑China Stars Fund
Jorry Rask Nøddekær is co‑lead portfolio
manager at the Adviser responsible for each Fund. Mr. Nøddekær joined the
Adviser in June 2018. Prior to joining Polar Capital LLP, he worked at various
firms including Nordea Investment Management, Danske Capital, F&C Investment
Management, New Star Asset Management and BankInvest Asset Management. Jorry
studied at Aarhus University in Denmark where he gained an MSc in Economics and
Finance.
Naomi Waistell is co‑lead portfolio manager of
each Fund. Ms. Waistell joined the Adviser in August 2020. From February
2010, she worked at Newton Investment Management where, since September 2014,
she was a Portfolio manager on the emerging markets and Asian equity team.
Before this, she was a Portfolio manager on their European and global equity
teams. Naomi began her career as an associate at Praefinium Partners Investment
Management in 2007 before moving to the financial consultancy arm of the Capita
Group in 2009. Her specific area of interest and expertise is managing
portfolios with an ESG focus.
Portfolio
Managers for the Polar Capital International Small Company Fund
Sandy Black is Chief Investment Officer at the
Adviser and lead portfolio manager for the Fund. Mr. Black joined the
Adviser in 2018. Prior to joining Polar Capital LLP, he worked at various firms
including Rothschild Asset Management, Invesco, Deutsche Asset Management, and J
O Hambro Capital Management. Sandy has an M.A. in Modern Languages from
Cambridge University, United Kingdom.
The
SAI provides additional information about the portfolio managers’ compensation,
other accounts managed by the portfolio managers, and the portfolio managers’
ownership of shares of the Funds.
39
INVESTING
IN THE FUNDS
Management
Fees
The
Adviser receives an annual fee for its services to the Funds. The fee is payable
in monthly installments based on the average daily net assets of each Fund. The
Adviser is responsible for all of its own costs, including costs of the
personnel required to carry out its duties.
The
following table shows the management fee rate to be paid by each Fund as a
percentage of the Fund’s average daily net assets.
|
|
|
| |
|
|
Management Fee
Rate (as % of average daily net assets) |
|
Polar
Capital Emerging Market Stars Fund |
|
|
1.00 |
% |
Polar
Capital Emerging Market ex‑China Stars Fund |
|
|
1.00 |
% |
Polar
Capital International Small Company |
|
|
1.00 |
% |
For
information regarding the basis for the Board’s approval of the investment
advisory relationship of the Funds, please refer to the Polar Capital Emerging
Market Stars Fund’s and Polar Capital Emerging Market ex‑China Stars Fund’s
annual shareholder report dated March 31, 2024. Information regarding the
basis for the Board’s approval of the investment advisory relationship of the
Polar Capital International Small Company Fund will be available in the Fund’s
initial Form N‑CSR filing.
Expense
Limitations and Waivers
The
Adviser has contractually agreed to waive its fees and/or reimburse the Polar
Capital Emerging Market Stars Fund and Polar Capital Emerging Market ex‑China
Stars Fund for certain other expenses (including, but not limited to,
organizational and offering costs), to the extent that a Fund’s Total Annual
Fund Operating Expenses (exclusive of brokerage costs, interest, taxes,
dividends, litigation and indemnification expenses, expenses associated with the
investments in underlying investment companies (as determined under generally
accepted principles)) exceeds 1.00% of the Fund’s average daily net assets.
Under the Expense Limitation Agreement, the Adviser may recoup any amounts
waived or reimbursed within 36 months following the waiver or reimbursement
provided total expenses, including such recoupment, do not exceed the annual
expense limit in place at the time of recoupment or the expense limitation in
place at the time of the initial waiver and/or reimbursement. The contractual
expense limitation arrangement is expected to continue until at least
July 31, 2025 with respect to each Fund, after which each contractual
agreement will be automatically extended for one year periods unless the Adviser
provides written notice of its intention to terminate the contractual
arrangement. The arrangement may only be terminated earlier by the Board of
Trustees of the Trust or upon termination of the Funds’ Investment Management
Agreement.
The
Adviser has contractually agreed to waive its fees and/or reimburse the Polar
Capital International Small Company Fund for certain other expenses (including,
but not limited to, organizational and offering costs), to the extent that the
Fund’s Total Annual Fund Operating Expenses (exclusive of brokerage costs,
interest, taxes, dividends, litigation and indemnification expenses, expenses
associated with the investments in underlying investment companies (as
determined under generally accepted principles)) exceed 1.10% of the Fund’s
average daily net assets. Under the Expense Limitation Agreement, the Adviser
may recoup any amounts waived or reimbursed within 36 months following the
waiver or reimbursement provided total expenses, including such recoupment, do
not exceed the annual expense limit in place at the time of recoupment or the
expense limitation in place at the time of the initial waiver and/or
reimbursement. The contractual expense limitation arrangement is expected to
continue until at least June 25, 2026, after which the contractual
agreement will be automatically extended for one year periods unless the Adviser
provides written notice of its intention to terminate the contractual
arrangement. The arrangement may only be terminated earlier by the Board of
Trustees of the Trust or upon termination of the Fund’s Investment Management
Agreement.
Administrator,
Distributor, Transfer Agent and Custodian
The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, serves
as the Funds’ Administrator and Fund Accounting Agent, Transfer Agent, and
Custodian. Foreside Fund Officer Services, LLC, a wholly owned subsidiary of
Foreside Financial Group, LLC (dba ACA Group) 3 Canal Plaza, Suite 100,
Portland, Maine 04101, provides compliance services and financial controls
services to the Funds.
Foreside
Financial Services, LLC (the “Distributor”), 3 Canal Plaza, Suite 100, Portland,
Maine 04101 is the principal underwriter and distributor of the Funds. It is a
Delaware limited liability company. The Distributor is a subsidiary of Foreside
Financial Group, LLC
40
(doing
business as ACA Group). See “Principal Underwriter” in the SAI. The Distributor
is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). To
obtain information about FINRA member firms and their associated persons, you
may contact FINRA at www.finra.org or the Public Disclosure Hotline at
800‑289‑9999.
Contractual
Arrangements
The
Trust enters into contractual arrangements with various service providers, which
may include, among others, investment advisers, distributors, custodians,
transfer agents, shareholder service providers and accountants, who provide
services to the Funds. Shareholders are not parties to any such contractual
arrangements and are not intended (“third party”) beneficiaries of those
contractual arrangements. The Trust’s and the Funds’ contractual arrangements
are not intended to create any shareholder rights to enforce such contracts
directly against the service providers or to seek any remedy under those
contracts against the service providers, either directly or on behalf of the
Funds.
This
prospectus has been designed to meet the regulatory purpose of providing
information concerning the Trust and the Funds that you should consider
carefully in determining whether to purchase shares of the Funds. Neither this
prospectus, the SAI, nor the Funds’ registration statement, is intended, or
should be read, to be or to give rise to an agreement or contract between the
Trust or the Funds and any shareholder, or to give rise to any rights in any
shareholder or other person other than any rights under federal or state law
that may not be waived. This paragraph is not intended to limit any rights
granted to shareholders under federal or state securities laws.
The
Funds are open for business every day the New York Stock Exchange (“NYSE”) opens
for regular trading (each such day, a “Business Day”). When you buy and sell
shares of a Fund, the price of the shares is based on a Fund’s net asset value
(“NAV”) per share next determined after the order is received.
SHARES
Calculating
the Fund’s Net Asset Value (“NAV”)
The
NAV of a Fund’s shares is determined by dividing the total value of a Fund’s
portfolio investments and other assets, less any liabilities, by the total
number of shares outstanding of the Fund. The NAV per share is calculated at the
close of trading of the New York Stock Exchange (“NYSE”), normally 4:00 p.m.
Eastern time (“ET”)/3:00 p.m. Central time (“CT”), on each day that the NYSE is
open for business.
Each
Fund reserves the right to change the time its NAV is calculated under certain
unusual circumstances, including, for example, in the event of an unscheduled
halt or early close of trading on the NYSE. Your order to purchase or sell
shares is priced at the next NAV calculated after your order is received in good
order by a Fund or a financial intermediary. Only purchase orders received in
good order by a Fund before 4:00 p.m. ET/3:00 p.m. CT will be effective at that
day’s NAV. On occasion, the NYSE will close before 4:00 p.m. ET/3:00 p.m. CT.
When that happens, purchase requests received by the Fund or a financial
intermediary after the NYSE closes will be effective the following business day.
The NAV of the Fund may change every day.
A
purchase or redemption request is considered to be “in good order” when all
necessary information is provided and all required documents are properly
completed, signed, and delivered. Requests must include the following:
|
• |
|
The
account number (if issued) and Fund name; |
|
• |
|
The
amount of the transaction, in dollar amount or number of shares;
|
|
• |
|
For
redemptions (other than online, telephone or wire redemptions), the
signature of all account owners exactly as they are registered on the
account; |
|
• |
|
Required
signature guarantees, if applicable; and |
|
• |
|
Other
supporting legal documents and certified resolutions that might be
required in the case of estates, corporations, trusts and other entities
or forms of ownership. Call (800) 806‑1112 (toll free) or
(312) 557‑3164 for more information about documentation that may be
required of these entities. |
Additionally,
a purchase order initiating the opening of an account is not considered to be in
“good order” unless you have provided all information required by the Funds’
“Customer Identification Program” as described below.
41
Valuing
the Funds’ Assets
The
market value of the Funds’ investments is determined primarily on the basis of
readily available market quotations. The Funds are directed by the Board of
Trustees to use various approved pricing services and market makers to determine
the market value of securities. Foreign securities, currencies and other assets
and liabilities denominated in foreign currencies are translated into U.S.
dollars at the prevailing exchange rate of such currencies against the
U.S. Dollar as provided by an independent pricing service approved by the
Board of Trustees.
If
market quotations for a security are not readily available or market quotations
or a price provided by a pricing service do not reflect fair value, or if an
event occurs after the close of trading on the domestic or foreign exchange or
market on which the security is principally traded (but prior to the time the
NAV is calculated) that materially affects fair value, the Adviser, acting
through its Fair Value Committee, is responsible for valuing the Funds’ assets
at their fair value according to policies approved by the Board of Trustees.
Other
fair value situations could include, but are not limited to: (1) extremely
illiquid securities in which there is no trading market and no broker coverage;
(2) stale priced securities; (3) securities that may be defaulted or
de‑listed from an exchange and are no longer trading; or (4) any other
security in which the Adviser, Fund Accountant or Fair Value Committee identify
that the current price may not be reliable. If it has been determined that an
event that has materially affected the value of a Fund’s securities has taken
place, the Fair Value Committee will make a determination of the fair price for
the impacted securities according to policies approved by the Board.
Without
a fair value price, short-term investors could take advantage of the arbitrage
opportunity and dilute the NAV of long-term investors. Foreign markets in which
the Funds buy securities may be open on days the U.S. markets are closed,
causing a Fund’s NAV to change even though a Fund is closed. While fair
valuation of a Fund’s portfolio securities can serve to reduce arbitrage
opportunities, there is no assurance that fair value pricing policies will
prevent dilution of the NAV by short-term investors. Fair valuation involves
subjective judgments, and it is possible that the fair value determined for a
security may differ materially from the value that could be realized upon the
sale of the security.
Pursuant
to Rule 2a‑5 under the 1940 Act, the Funds’ Board has designated the Funds’
Adviser through its Fair Valuation Committee as the Funds’ “Valuation Designee”
to determine the fair value, in good faith, of securities and other instruments
for which no readily available market quotation exists.. The Adviser’s role with
respect to fair valuation may present certain conflicts of interest given the
impact valuations can have on Fund performance and the Adviser’s asset-based
fees.
How
to Buy Shares
You
may purchase shares directly from a Fund or through your broker or financial
intermediary on any business day a Fund is open, subject to certain restrictions
described below. The Funds are not widely available outside the United States,
however, certain U.K.-based investors may be permitted to invest in the Funds. A
Fund may accept or reject any purchase order. Your financial consultant,
financial intermediary, or institution may charge a fee for its services, in
addition to the fees charged by a Fund.
Investors
may purchase a Fund’s shares by written request, check, wire, ACH (Automated
Clearing House), telephone, or through dealers as further described in this
prospectus. You may conduct transactions by mail:
Standard
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
IL 60680-4766
Overnight
Polar
Capital Funds
c/o
The Northern Trust Company
333
S Wabash Avenue
Attn:
Funds Center, Floor 38
Chicago,
IL 60604;
42
or
by calling us at 800‑806‑1112 (toll free) or 312‑557‑3164. Purchases and
redemptions by telephone are only permitted if you previously established this
option in your account. You can use the Account Application for initial
purchases.
Investors
can purchase shares by contacting any investment dealer authorized to sell a
Fund’s shares. The minimum initial investment is $5,000 for each of the Funds.
There is no minimum for subsequent investments in any Fund. All purchases made
by check should be in U.S. dollars and made payable to the respective Fund.
Third party, starter or counter checks will not be accepted. A charge may be
imposed if a check does not clear. The Funds reserve the right to modify or
waive purchase and investment minimums, without prior notice, or to waive
minimum investment amounts in certain circumstances in its discretion. For
example, the minimums listed above may be waived or lowered for
(i) investors who are customers of certain financial intermediaries that
hold a Fund’s shares in certain omnibus accounts, (ii) current and former
Trustees of the Trust; and (iii) officers, directors and employees of the
Trust, the Investment Adviser and the Investment Adviser’s affiliates, in each
case at the discretion of the officers of the Funds. In addition, financial
intermediaries may impose their own minimum investment and subsequent purchase
amounts.
Purchase
requests received in good order by the Funds or a financial intermediary before
4:00 p.m. ET/3:00 p.m. CT (or before the NYSE closes, if it closes before 4:00
p.m. ET/3:00 p.m. CT) will be effective at that day’s share price. Purchase
requests received by the Funds in good order or a financial intermediary after
the close of trading on the NYSE are processed at the share price determined on
the following business day. You may invest any amount you choose, as often as
you wish, subject to the minimum initial and minimum additional investment as
stated above.
Customer
Identification Program: Important Information About Procedures for Opening an
Account
Federal
law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account. When you open an account, we
will ask for your name, residential address, date of birth, government
identification number and other information that will allow us to identify you.
For legal entity customers, we will also ask that any individual(s) who,
directly or indirectly, owns 25% or more of the entity and one individual who
has significant responsibility to control, manage, or direct the legal entity be
identified. We also may ask to see your driver’s license or other identifying
documents.
If
we do not receive the required information, there may be a delay in processing
your investment request, which could subject your investment to market risk. If
we are unable to immediately verify your identity, the Funds may restrict
further investment until your identity is verified. However, if we are unable to
verify your identity, the Funds reserve the right to close your account without
notice and return your investment to you at the NAV determined on the day in
which your account is liquidated. If we close your account because we are unable
to verify your identity, your investment will be subject to market fluctuation,
which could result in a loss of a portion of your principal investment. If your
account is closed at the request of governmental or law enforcement authorities,
the Fund may be required by the authorities to withhold the proceeds.
Purchases Through Financial Intermediaries
Shares
of the Funds may also be available on certain brokerage platforms. An investor
transacting in shares of the Funds through a broker acting as an agent for the
investor may be required to pay a commission and/or other forms of compensation
to the broker.
You
may make initial and subsequent purchases of shares of the Funds through a
financial intermediary, such as an investment adviser or broker-dealer, bank or
other financial institution that purchases shares for its customers. The Funds
may authorize certain financial intermediaries to receive purchase and sale
orders on its behalf. Before investing in a Fund through a financial
intermediary, you should read carefully any materials provided by the
intermediary together with this prospectus.
When
shares are purchased this way, the financial intermediary may:
|
• |
|
charge
a fee for its services; |
|
• |
|
act
as the shareholder of record of the shares; |
|
• |
|
set
different minimum initial and additional investment requirements;
|
|
• |
|
impose
other charges, commissions or restrictions; |
|
• |
|
designate
intermediaries to accept purchase and sale orders on a Fund’s behalf; or
|
|
• |
|
impose
an earlier cut‑off time for purchase and redemption requests.
|
43
The
Funds consider a purchase or sale order as received when a financial
intermediary receives the order in proper form before 4:00 p.m. ET/3:00 p.m. CT.
These orders will be priced based on a Fund’s NAV next computed after such order
is received by the financial intermediary.
Shares
held through an intermediary may be transferred into your name following
procedures established by your intermediary and the Funds. Certain
intermediaries may receive compensation from the Funds, the Adviser, or their
affiliates.
Fund Direct Purchases
You
also may open a shareholder account directly with the Funds. You can obtain a
copy of the New Account Application by calling the Funds at (800) 806‑1112
(toll free) or (312) 557‑3164 on days the Funds are open for business. You
may invest in the following ways:
By Wire
To
Open a New Account:
|
• |
|
Complete
a New Account Application and send it to: |
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
Illinois 60680-4766
Overnight
Address:
Polar
Capital Funds
c/o
The Northern Trust Company
333
S. Wabash Avenue
Attn:
Funds Center, Floor 38
Chicago,
IL 60604
|
• |
|
You
must also call (800) 806‑1112 (toll free) or (312) 557‑3164 on
days the Funds are open for business to place an initial purchase via
phone or provide an initial purchase Letter of Instruction.
|
|
• |
|
Wire
funds for your purchase. A wire will be considered made when the money is
received and the purchase is accepted by the Funds. Any delays that may
occur in receiving money, including delays that may occur in processing by
the bank, are not the responsibility of the Funds or the Transfer Agent.
Wires must be received prior to 4:00 pm ET to receive the current day’s
NAV. |
To
Add to an Existing Account:
|
• |
|
Call
(800) 806‑1112 (toll free) or (312) 557‑3164 on days the Funds
are open for business or provide a subsequent purchase Letter of
Instruction. |
|
• |
|
Have
your bank wire federal funds or an ACH transfer to:
|
The
Northern Trust Company
Chicago,
Illinois
ABA
Routing No. 0710-00152
Northern
Trust Account #5201681000
Shareholder
Account #(ex. POL1084FFFAAAAAAA where FFF is the Fund Number and AAAAAA is the
account number)
Shareholder
Name:
By Directed Reinvestment
Your
dividend and capital gain distributions will be automatically reinvested unless
you indicate otherwise on your application.
|
• |
|
Complete
the “Choose Your Dividend and Capital Gain Distributions” section on the
New Account Application. |
|
• |
|
Reinvestments
can only be directed to an existing Fund account.
|
44
Other Purchase Information
The
Funds reserve the right to limit the amount of purchases and to refuse to sell
to any person or intermediary. If your wire does not clear, you will be
responsible for any loss incurred by the Funds. If you are already a Fund
shareholder, the Funds reserve the right to redeem shares from any identically
registered account in the Funds as reimbursement for any loss incurred or money
owed to the Funds. You also may be prohibited or restricted from making future
purchases in the Funds.
How
to Redeem Shares
You
may redeem all or part of your investment in a Fund on any day that the Funds
are open for business, subject to certain restrictions described below.
Redemption requests received by the Funds or a financial intermediary before
4:00 p.m. ET/3:00 p.m. CT (or before the NYSE closes if it closes before 4:00
p.m. ET/3:00 p.m. CT) will be effective that day. Redemption requests received
by the Funds or a financial intermediary after the close of trading on the NYSE
are processed at the NAV determined on the following business day.
The
price you will receive when you redeem your shares will be the NAV next
determined after the Funds receive your properly completed order to sell. You
may receive proceeds from the sale by check, bank wire transfer or direct
deposit into your bank account and in certain cases, payment may be made in
securities of a Fund as described in “Additional Information About Redemptions.”
The proceeds may be more or less than the purchase price of your shares,
depending on the market value of a Fund’s securities at the time your redemption
request is received. A financial intermediary may charge a transaction fee to
redeem shares. In the event that a wire transfer is impossible or impractical,
the redemption check will be sent by mail to the designated account.
Redemptions Through a Financial Intermediary
If
you purchased shares from a financial intermediary, you may sell (redeem) shares
by contacting your financial intermediary.
Redeeming Directly from the Funds
If
you purchased shares directly from the Funds and you appear on Fund records as
the registered holder, you may redeem all or part of your shares using one of
the methods described below.
By Mail
|
• |
|
Send
a written request to: |
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
Illinois 60680-4766
Overnight
Address:
Polar
Capital Funds
c/o
The Northern Trust Company
333
S. Wabash Avenue
Attn:
Funds Center, Floor 38
Chicago,
IL 60604
|
• |
|
The
redemption request must include: |
The
number of shares or the dollar amount to be redeemed;
The
Fund account number; and
The
signatures of all account owners signed in the exact name(s) and any special
capacity in which they are registered.
|
• |
|
A
Medallion Signature Guarantee (see below) also is required if:
|
The
proceeds are to be sent elsewhere than the address of record, or
The
redemption is requested in writing and the amount is greater than $100,000.
45
By Wire
If
you authorized wire redemptions on your New Account Application, you can redeem
shares and have the proceeds sent by federal wire transfer to a previously
designated account.
|
• |
|
Call
the Transfer Agent at (800) 806‑1112 (toll free) or
(312) 557‑3164 for instructions. |
|
• |
|
The
minimum amount that may be redeemed by this method is $250.
|
By Telephone
Telephone
privileges are automatically established on your account unless you indicate
otherwise on your New Account Application.
|
• |
|
Call
(800) 806‑1112 (toll free) or (312) 557‑3164 to use the
telephone privilege. |
|
• |
|
If
your account is already opened and you wish to add the telephone
privilege, send a written request to: |
Polar
Capital Funds
c/o
The Northern Trust Company
P.O.
Box 4766
Chicago,
Illinois 60680-4766
Overnight
Address:
Polar
Capital Funds
c/o
The Northern Trust Company
333
S. Wabash Avenue
Attn:
Funds Center, Floor 38
Chicago,
IL 60604
|
• |
|
The
written request to add the telephone privilege must be signed by each
owner of the account and must be accompanied by signature guarantees.
|
Neither
the Funds, the Transfer Agent, nor their respective affiliates will be liable
for complying with telephone instructions that they reasonably believe to be
genuine or for any loss, damage, cost, or expenses in acting on such telephone
instructions. You will bear the risk of any such loss. The Funds, the Transfer
Agent, or both, will employ reasonable procedures to determine that telephone
instructions are genuine. If the Funds and/or the Transfer Agent do not employ
such procedures, they may be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, among others, requiring forms of
personal identification before acting upon telephone instructions, providing
written confirmation of the transactions, and/or digitally recording telephone
instructions. The Funds may terminate the telephone procedures at any time.
During periods of extreme market activity, it is possible that you may encounter
some difficulty in telephoning us. If you are unable to reach us by telephone,
you may request a sale by mail.
Medallion Signature Guarantee
Some
circumstances require that your request to redeem shares be made in writing
accompanied by an original Medallion Signature Guarantee. A Medallion Signature
Guarantee helps protect you against fraud. You can obtain a Medallion Signature
Guarantee from most banks or securities dealers, but not from a notary public.
You should verify with the institution that it is an eligible guarantor prior to
signing. The recognized medallion program is Securities Transfer Agent Medallion
Program. SIGNATURE GUARANTEES RECEIVED FROM INSTITUTIONS NOT PARTICIPATING IN
THIS PROGRAM WILL NOT BE ACCEPTED. The Medallion Signature Guarantee must cover
the amount of the requested transaction. There are several different guarantee
amounts, so it is important to acquire a guarantee amount equal to or greater
than the amount of the transaction. If the surety bond of the Medallion
Guarantee is less than the transaction amount, your request may be rejected.
An
original Medallion Signature Guarantee is required if any of the following
applies:
|
• |
|
the
redemption is requested in writing and the amount redeemed is greater than
$100,000; |
|
• |
|
the
name(s) or the address on your account or the name or address of a payee
has been changed within 30 days of your redemption request;
|
|
• |
|
information
on your investment application has been changed within the last 30 days
(including a change in your name or your address);
|
|
• |
|
proceeds
or shares are being sent/transferred from a joint account to an
individual’s account; or |
46
|
• |
|
proceeds
are being sent via wire or ACH and bank instructions have been added or
changed within 30 days of your redemption request.
|
If
your written request is for redemption greater than $5 million, call
(800) 806‑1112 (toll free) or (312) 557‑3164 for Medallion Signature
Guarantee requirements.
Additional Information About Redemptions
A
Fund typically expects that it will pay redemption proceeds by check or
electronic transfer within seven (7) calendar days after receipt of a
proper redemption request, although proceeds normally are paid within four
(4) business days. If you are redeeming shares that have been purchased via
ACH, a Fund may hold proceeds until the purchase amount has been collected,
which may be as long as five (5) business days after purchase date. To
eliminate this delay, you may purchase shares of a Fund by wire. Also, when the
NYSE is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing or under any emergency circumstances, as
determined by the Securities and Exchange Commission, a Fund may suspend
redemptions or postpone payment of redemption proceeds. A Fund typically expects
to pay redemptions from cash, cash equivalents, proceeds from the sale of Fund
shares, any lines of credit, and then from the sale of portfolio securities.
These redemption payment methods will be used in both regular and stressed
market conditions.
At
the discretion of the Funds or the Transfer Agent, corporate investors and other
associations may be required to furnish an appropriate certification authorizing
redemptions to ensure proper authorization.
Generally,
all redemptions will be for cash. However, if you redeem shares worth the lesser
of $250,000 or 1% of the NAV of a Fund, the Fund reserves the right to pay part
or all of your redemption proceeds in readily marketable securities instead of
cash at the discretion of the Fund. Shareholders may incur brokerage charges on
the sale of any securities distributed in lieu of cash and will bear market risk
until the security is sold. Redemption‑in‑kind proceeds are distributed to the
redeeming shareholder based on a weighted-average pro rata basis of a fund’s
holdings. If payment is made in securities, a Fund will value the securities
selected in the same manner in which it computes its NAV. This process minimizes
the effect of large redemptions on a Fund and its remaining shareholders.
Redemptions are taxable events whether redemption proceeds are paid in cash or
in kind. As with any security, a shareholder will bear taxes on any capital
gains from the sale of a security distributed in a redemption‑in‑kind.
DIVIDENDS
AND DISTRIBUTIONS
Each
Fund intends to distribute substantially all of its net investment income as
dividends to its shareholders on at least an annual basis. Each Fund intends to
distribute any net realized long-term capital gains and its net realized
short-term capital gains, if any, at
least
once a year. A Fund may distribute income dividends and capital gains more
frequently, if necessary, in order to reduce or eliminate federal excise or
income taxes on the Fund. The amount of any distribution varies and there is no
guarantee a Fund will pay either income dividends or capital gain distributions.
Income
dividends and capital gain distributions are automatically reinvested in
additional shares of a Fund at the applicable NAV on the distribution date
unless you request cash distributions on your application or through a written
request. If cash payment is requested, a check normally will be mailed within
five business days after the payable date.
If
you elect to receive income dividends and capital gain distributions in cash and
the payment is returned and marked as “undeliverable” or is not cashed for six
months, your cash election may be changed automatically and future dividends
will be reinvested in the Fund at the NAV determined as of the date of payment.
In addition, any undeliverable checks or checks that are not cashed for six
months may be cancelled and the proceeds reinvested in a Fund at the NAV
determined as of the date of cancellation.
Frequent
Purchases and Redemptions of Fund Shares
A
Fund is intended to be a long-term investment. Excessive purchases and
redemptions of shares of a Fund in an effort to take advantage of short-term
market fluctuations, known as “market timing,” can interfere with long-term
portfolio management strategies and increase the expenses of a Fund, to the
detriment of long-term investors. Because a Fund will invest its assets in
foreign securities, investors may seek to take advantage of time zone
differences between the foreign markets on which a Fund’s portfolio securities
trade and the time at which the NAV is calculated. For example, a market-timer
may purchase shares of a Fund based on events occurring after foreign market
closing prices are established but before the NAV calculation, that are likely
to result in higher prices in foreign markets the next day. The market-timer
would then redeem a Fund’s shares the next day when a Fund’s share price would
reflect the increased prices in foreign markets, realizing a quick profit at the
expense of long-term Fund shareholders.
47
Excessive
short-term trading may (1) require a Fund to sell securities in the Fund’s
portfolio at inopportune times to fund redemption payments, (2) dilute the
value of shares held by long-term shareholders, (3) cause a Fund to
maintain a larger cash position than would otherwise be necessary,
(4) increase brokerage commissions and related costs and expenses, and
(5) generate additional tax liability for shareholders or a Fund.
Accordingly, the Board of Trustees has adopted policies and procedures that seek
to restrict market timing activity. Under these policies, the Funds periodically
examine transactions that exceed monetary thresholds or numerical limits within
certain time periods. If a Fund believes, in its sole discretion, that an
investor is engaged in excessive short-term trading or is otherwise engaged in
market timing activity, a Fund may, with or without prior notice to the
investor, reject further purchase orders from that investor, and disclaim
responsibility for any consequent losses that the investor may incur related to
the rejected purchases. Alternatively, the Funds may limit the amount, number or
frequency of any future purchases and/or the method by which an investor may
request future purchases and redemptions. A Fund’s response to any particular
market timing activity will depend on the facts and circumstances of each case,
such as the extent and duration of the market timing activity and the investor’s
trading history in the Fund. While a Fund cannot assure the prevention of all
excessive trading and market timing, by making these judgments, the Funds
believe they are acting in a manner that is in the best interests of
shareholders.
Financial
intermediaries may establish omnibus accounts with the Funds. Omnibus accounts
include multiple investors and typically provide the Funds with a net purchase
or redemption. The identity of individual investors ordinarily are not known to
or tracked by the Funds. The Funds will enter into information sharing
agreements with certain financial intermediaries under which the financial
intermediaries are obligated to: (1) enforce during the term of the
agreement, a market-timing policy, the terms of which are acceptable to the
Funds; (2) furnish the Funds, upon request, with information regarding
customer trading activities in shares of the Fund; and (3) enforce the
Funds’ market-timing policy with respect to customers identified by a Fund as
having engaged in market timing.
The
Funds apply these policies and procedures to all shareholders believed to be
engaged in market timing or excessive trading. While the Funds may monitor
transactions at the omnibus account level, the netting effect makes it more
difficult to identify and eliminate market-timing activities in omnibus
accounts. The Funds have no arrangements to permit any investor to trade
frequently in shares of a Fund, nor will it enter into any such arrangements in
the future.
Financial
intermediaries maintaining omnibus accounts with the Funds may impose market
timing policies that are more restrictive than the market timing policy adopted
by the Board of Trustees. For instance, these financial intermediaries may
impose limits on the
number
of purchase and sale transactions that an investor may make over a set period of
time and impose penalties for transactions in excess of those limits. Financial
intermediaries also may exempt certain types of transactions from these
limitations. If you purchased your shares through a financial intermediary, you
should read carefully any materials provided by the financial intermediary
together with this prospectus to fully understand the market timing policies
applicable to you.
Payments
to Financial Intermediaries
The
Adviser may, at its own expense and out of its own profits, provide additional
cash payments to financial intermediaries who sell shares of a Fund and/or whose
clients or customers hold shares of a Fund. These additional payments generally
are made to financial intermediaries that provide shareholder or administrative
services, or distribution related services. Payments generally are based on
either (1) a percentage of the average daily net assets of clients serviced
by such financial intermediary, or (2) the number of accounts serviced by
such financial intermediary. These additional cash payments also may be made as
an expense reimbursement in cases where the financial intermediary provides
shareholder services to Fund shareholders.
TAXES
The
following discussion is only a summary of certain U.S. federal income tax issues
generally affecting the Funds and their shareholders. Except where noted, the
following discussion addresses only the U.S. federal income tax consequences of
an investment in the Funds and does not address any non‑U.S., state, or local
tax consequences. The following assumes that a Fund’s shares will be capital
assets in the hands of a shareholder. Circumstances among investors may vary, so
you are encouraged to discuss investment in the Funds with your tax adviser.
The
Funds intend to meet all requirements under Subchapter M of the Internal Revenue
Code 1986, as amended (the “Code”) necessary to qualify and be eligible each
year for treatment as a “regulated investment company,” and thus do not expect
to pay any U.S. federal income tax on income and capital gains that are timely
distributed to shareholders. A Fund’s failure to qualify as a regulated
investment company would result in Fund-level taxation and would adversely
affect shareholders’ investment in Fund shares.
48
Taxation
of Fund Distributions
The
Funds intend to distribute all, or substantially all, of their net investment
income and net capital gains (i.e., the excess of net long-term capital gains
over net short-term capital losses, in each case determined with reference to
any loss carryforwards) to their shareholders each year. Although the Funds will
not be taxed on amounts they distribute, most shareholders will be taxed on
amounts they receive.
For
U.S. federal income tax purposes, distributions of investment income are
generally taxable to Fund shareholders as ordinary income. Taxes on
distributions of capital gains are determined by how long a Fund owned (or is
deemed to have owned) the investments that generated them, rather than how long
a shareholder has owned his or her shares. Distributions attributable to the
excess of net long-term capital gains from the sale of investments a Fund owned
(or is deemed to have owned) for more than one year over net short-term capital
losses from the sale of investments a Fund owned (or is deemed to have owned)
for one year or less, that are properly reported by a Fund as capital gain
dividends (“Capital Gain Dividends”) will generally be taxable to a shareholder
receiving such distributions as long-term capital gain includible in net capital
gain and taxed to individuals at reduced rates. Distributions attributable to
the excess of net short-term capital gains over net long-term capital losses
will be taxable as ordinary income.
Distributions
of investment income made to a non‑corporate shareholder properly reported by a
Fund as derived from “qualified dividend income,” if any, received by a Fund
will be subject to tax at the lower rates applicable to net capital gains,
provided that the shareholder and the Fund meet certain holding period and other
requirements.
Distributions
are subject to U.S. federal income taxes as described herein whether received as
cash or reinvested in additional shares. In addition, Fund distributions are
taxable to shareholders even if they are paid from income or gains earned by the
Fund before a shareholder’s investment (and thus were included in the price the
shareholder paid for his or her shares). Such distributions are likely to occur
in respect of shares purchased at a time when a Fund’s NAV reflects gains that
are either unrealized or realized but not distributed. Distributions may also be
subject to state and local taxes.
An
additional 3.8% Medicare contribution tax is imposed on certain net investment
income of U.S. individuals, estates and trusts to the extent that such person’s
“modified adjusted gross income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold
amounts. Net investment income generally includes for this purpose dividends,
including any Capital Gain Dividends, paid by the Funds, and net capital gains
recognized on the sale, redemption or other taxable disposition of shares of a
Fund.
Dividends
declared by the Funds and payable to shareholders of record in October, November
or December of one year and paid in January of the next year generally are
taxable in the year in which the dividends are declared, rather than the year in
which the dividends are received.
You
will be notified annually of the amount of income, dividends and net capital
gains distributed. If you purchase shares of a Fund through a financial
intermediary, that entity will provide this information to you.
Redemption or Sale of Fund Shares. Selling or
redeeming your Fund shares is a taxable event and may result in the recognition
of gain or loss. Gain or loss, if any, recognized by a shareholder on a
redemption, sale or other taxable disposition of Fund shares generally will be
taxed as long-term capital gain or loss if the shareholder held the shares for
more than one year, and as short-term capital gain or loss if the shareholder
held the shares for one year or less. Short-term capital gains generally are
taxed at the rates applicable to ordinary income. Any loss realized upon a
disposition of shares held for six months or less will be treated as long-term,
rather than short-term, capital loss to the extent of any Capital Gain Dividends
received by the shareholder with respect to the shares. The deductibility of
capital losses is subject to limitations. See “Cost Basis Reporting” below for
information about certain cost basis reporting obligations. Additionally, any
loss realized on a sale or redemption of shares of a Fund may be disallowed
under “wash sale” rules to the extent the shares disposed of are replaced with
other shares of a Fund within a period of 61 days beginning 30 days before and
ending 30 days after the shares are disposed of, such as pursuant to a dividend
reinvestment in shares of a Fund. If disallowed, the loss will be reflected in
an adjustment to the tax basis of the shares acquired. You are responsible for
any tax liabilities generated by your transactions.
Taxation of Certain Fund Investments.
Investment income and proceeds received by the Funds from sources within foreign
countries may be subject to foreign withholding or other taxes. In that case, a
Fund’s yield on those securities would be decreased. The United States has
entered into tax treaties with many foreign countries which may entitle the
Funds to a reduced rate of such taxes or exemption from taxes on such income or
proceeds. It is impossible to determine the effective rate of foreign tax for
the Funds in advance since the amount of the assets to be invested within
various countries is not known.
49
If
more than 50% in value of a Fund’s total assets at the close of its taxable year
consists of stock or securities of foreign corporations, the Funds may elect to
“pass through” to its shareholders the amount of foreign income and similar
foreign taxes paid or deemed paid by it. If a Fund so elects, each of its
shareholders would be required to include in gross income, even though not
actually received, its pro rata share of such foreign taxes paid or deemed paid
by the Fund, but would be treated as having paid its pro rata share of such
foreign taxes and would therefore be allowed to either deduct such amount in
computing taxable income or use such amount as a foreign tax credit against
federal income tax (but not both). A shareholder’s ability to claim an
offsetting foreign tax credit or deduction in respect of foreign taxes paid by a
Fund is subject to certain limitations imposed by the Code, which may result in
the shareholder’s not receiving a full credit or deduction (if any) for the
amount of such taxes. Shareholders who do not itemize on their U.S. federal
income tax returns may claim a credit (but not a deduction) for such foreign
taxes. It is anticipated that each Fund will qualify to make such election;
however, a Fund cannot be certain that it will be eligible to make such an
election for a given year. Even if a Fund were eligible to make such an election
for a given year, it may determine not to do so. Shareholders that are not
subject to U.S. federal income tax, and those who invest in a Fund through
tax‑advantaged accounts (including those who invest through individual
retirement accounts or other tax‑advantaged retirement plans), generally will
receive no benefit from any tax credit or deduction passed through by the Fund.
In
addition, the Funds’ investments in foreign securities may be subject to special
tax rules that have the effect of increasing or accelerating a Fund’s
recognition of ordinary income and may affect the timing or amount of a Fund’s
distributions.
Backup Withholding. The Funds are required in
certain circumstances to withhold on taxable dividends, redemption proceeds and
certain other payments that are paid to any shareholder (including a shareholder
who is neither a citizen nor a resident of the United States) if the shareholder
does not furnish the Funds with certain information and certifications or the
shareholder is otherwise subject to backup withholding.
Foreign Investors. The Funds, which are offered
for sale in the United States, are not widely available outside the United
States. The Polar Capital Emerging Market Stars Fund received U.K. filing status
on April 19, 2022 and, as such, certain investors located outside of the
United States are permitted to invest in the Fund. Non‑U.S. investors should be
aware that U.S. withholding and estate taxes and certain U.S. tax reporting
requirements may apply to any investment in the Funds.
Foreign
shareholders invested in the Funds should consult with their tax advisers as to
if and how the U.S. federal income tax law and its withholding requirements
apply to them. Generally, the Funds will withhold 30% (or lower applicable
treaty rate) on distributions to foreign shareholders.
UK Offshore Funds Rules. The Polar Capital
Emerging Market Stars Fund is within the scope of the UK’s offshore rules
contained in Part 8 of the Taxation (International and Other Provisions) Act
2010. Unless the Fund obtains reporting fund status under the Offshore Funds
(Tax) Regulations 2009, SI 2009/3001 (as amended) in respect of each relevant
period of account, any capital gain arising on a disposal of the Shares could,
as an “offshore income gain”, be subject to applicable U.K. income tax rates,
currently at up to 45%, rather than the lower capital gains tax rates.
The
Polar Capital Emerging Market Stars Fund has therefore applied for “reporting
fund status”. In order to satisfy the conditions for such status, the Fund must
comply with annual reporting obligations (to HMRC and U.K. resident individual
investors within the scope of U.K. income tax) in the form of an annual
calculation of “reportable income,” which effectively eliminates capital returns
and disallowable expenditure. It should be noted that certain U.K. shareholders
may be subject to ‘dry tax’ charges - with tax payable despite no actual cash
receipts - where reportable income, as calculated for the annual reporting
obligations, exceeds the amount actually distributed to such U.K. shareholders.
It
cannot be guaranteed that reporting fund status will be maintained in respect of
any relevant period of account. In particular, the Polar Capital Emerging Market
Stars Fund may lose its status as a reporting fund in the event that a material
breach of the reporting regime occurs (for example, if the Fund does not report
its annual “reportable income” as required.
Cost Basis Reporting. The Internal Revenue
Service (“IRS”) requires the Funds to report to shareholders and the IRS the
cost basis and certain other related tax information on the sale of Fund shares
acquired on or after January 1, 2012 (“covered shares”). If you acquire and
hold shares directly through the Funds and not through a financial intermediary,
the Funds will use an average cost single category methodology for tracking and
reporting your cost basis on covered shares, unless you request, in writing,
another cost basis reporting methodology. Please consult your tax adviser to
determine which available cost basis method is best for you.
50
Special
tax rules apply to investments through defined contribution plans and other
tax‑qualified plans or tax‑advantaged arrangements. Shareholders should consult
their tax advisers to determine the suitability of shares of a Fund as an
investment through such plans and arrangements and the precise effect of an
investment on their particular tax situation.
Please
see the SAI for further information regarding certain U.S. federal income tax
consequences of an investment in the Funds.
You
should consult your tax adviser for more information on your own situation,
including possible U.S. federal, state, local, foreign or other applicable
taxes.
ACCOUNT
POLICIES
Important Notice Regarding Delivery of Shareholder
Documents. The Funds will send one copy of prospectuses and shareholder
reports to households containing multiple shareholders with the same last name.
This process, known as “householding,” reduces costs and provides a convenience
to shareholders. If you share the same last name and address with another
shareholder and you prefer to receive separate prospectuses and shareholder
reports, call the Funds at (800) 806‑1112 (toll free) or
(312) 557‑3164 and we will begin separate mailings to you within 30 days of
your request. If you or others in your household invest in the Funds through a
broker or other financial intermediary, you may receive separate prospectuses
and shareholder reports, regardless of whether or not you have consented to
householding on your investment application.
Notice Regarding Unclaimed Property. Many
states have unclaimed property rules that provide for transfer to the state
(also known as “escheatment”) of unclaimed property under various circumstances.
These circumstances include inactivity (e.g., no owner-initiated contact for a
certain period), returned mail (e.g., when mail sent to a shareholder is
returned by the post office as undeliverable) or a combination of both
inactivity and returned mail. Unclaimed or inactive accounts may be subject to
escheatment laws, and each Fund and each Fund’s transfer agent will not be
liable to shareholders and their representatives for good faith compliance with
those laws. The Funds are legally obligated to escheat (or transfer) abandoned
property to the appropriate state’s unclaimed property administrator in
accordance with statutory requirements. The shareholder’s last known address of
record determines which state has jurisdiction. Please proactively contact the
Transfer Agent at (800) 806‑1112 (toll free) or (312) 557‑3164 at
least annually to ensure your account remains in active status.
If
you are a resident of the state of Texas, you may designate a representative to
receive notifications that, due to inactivity, your mutual fund account assets
may be delivered to the Texas Comptroller. Please contact the Transfer Agent if
you wish to complete a Texas Designation of Representative form.
51
FINANCIAL
HIGHLIGHTS
The
following financial highlights are intended to help you understand the financial
performance of the Polar Capital Emerging Markets Stars Fund and Polar Capital
Emerging Markets ex‑China Stars Fund since its inception. Total returns represent the rate an investor would
have earned (or lost) on an investment in a Fund.
The
information has been derived from the financial statements audited by
Deloitte & Touche LLP, whose report, along with the Fund’s financial
statements, is included in the Annual Report, which is available, without
charge, upon request.
Because
the Polar Capital International Small Company Fund had not commenced operations
as of the fiscal year ended March 31, 2024, financial highlights are not
presented.
52
POLAR
CAPITAL EMERGING MARKET STARS FUND
FINANCIAL
HIGHLIGHTS
Selected
Data for Each Share of Capital Stock Outstanding Throughout Each Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Year Ended March 31, |
|
|
Period Ended March 31, 2021* |
|
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
Per
share operating performance: |
|
|
|
| |
|
|
| |
|
|
| |
|
| |
Net
asset value at beginning of period. |
|
$ |
7.31 |
|
|
$ |
8.20 |
|
|
$ |
10.08 |
|
|
$ |
10.00 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from investment operations: |
|
|
|
| |
|
|
| |
|
|
| |
|
| |
Net
investment income (loss)(a) |
|
$ |
0.03 |
|
|
$ |
(0.02 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.02 |
) |
Net
realized and unrealized gain (loss) on investment securities |
|
|
0.70 |
|
|
|
(0.87 |
) |
|
|
(1.52 |
) |
|
|
0.10 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Investment from operations |
|
$ |
0.73 |
|
|
$ |
(0.89 |
) |
|
$ |
(1.53 |
) |
|
$ |
0.08 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
distributions: |
|
|
|
| |
|
|
| |
|
|
| |
|
| |
Distributions
from net investment income |
|
$ |
(0.03 |
) |
|
$ |
— |
|
|
$ |
(0.09 |
) |
|
$ |
— |
|
Distributions
from net realized capital gains |
|
|
— |
|
|
|
— |
|
|
|
(0.26 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
distributions |
|
$ |
(0.03 |
) |
|
$ |
— |
|
|
$ |
(0.35 |
) |
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, end of period |
|
$ |
8.01 |
|
|
$ |
7.31 |
|
|
$ |
8.20 |
|
|
$ |
10.08 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investment return(b),
(c) |
|
|
10.05 |
% |
|
|
(10.85 |
)% |
|
|
(15.66 |
)% |
|
|
0.80 |
% |
|
|
|
| |
Ratios/supplemental
data: |
|
|
|
| |
|
|
| |
|
|
| |
|
| |
Net
assets, end of period (in $000’s) |
|
$ |
151,664 |
|
|
$ |
98,678 |
|
|
$ |
8,629 |
|
|
$ |
10,079 |
|
Ratio
of expenses to average net assets |
|
|
|
| |
|
|
| |
|
|
| |
|
| |
Before
waiver/reimbursement (d)
|
|
|
1.63 |
% |
|
|
2.45 |
% |
|
|
4.70 |
% |
|
|
5.34 |
% |
After
waiver/reimbursement(d)
|
|
|
1.00 |
% |
|
|
1.00 |
% |
|
|
1.00 |
% |
|
|
1.00 |
% |
Ratio
of net investment income to average net assets: |
|
|
|
| |
|
|
| |
|
|
| |
|
| |
Before
waiver/reimbursement(d)
|
|
|
(0.17 |
)% |
|
|
(1.80 |
)% |
|
|
(3.84 |
)% |
|
|
(5.14 |
)% |
After
waiver/reimbursement(d)
|
|
|
0.46 |
% |
|
|
(0.35 |
)% |
|
|
(0.14 |
)% |
|
|
(0.80 |
)% |
|
|
|
| |
Portfolio
turnover rate(b)
|
|
|
38 |
% |
|
|
29 |
% |
|
|
38 |
% |
|
|
15 |
% |
* |
For
the period from December 30, 2020 (Commencement of Operations) to
March 31, 2021. |
(a) |
Per
share amount is based on average shares outstanding.
|
(b) |
Not
annualized for periods less than a year. |
(c) |
Return
is based on net asset value per share, adjusted for reinvestment of
distributions, and does not reflect deduction of the sales charge.
|
(d) |
Annualized
for periods less than one year. |
See
accompanying Notes to Financial Statements.
53
POLAR
CAPITAL EMERGING MARKET EX‑CHINA STARS FUND
FINANCIAL
HIGHLIGHTS
Selected
Data for Each Share of Capital Stock Outstanding Throughout The Period
|
|
|
| |
|
|
Period Ended March 31, 2024* |
|
Per
share operating performance: |
|
|
| |
Net
asset value, beginning of period |
|
$ |
10.00 |
|
| |
|
|
|
Income
from investment operations: |
|
|
| |
Net
investment income (loss)(a) |
|
$ |
0.01 |
|
Net
realized and unrealized gain (loss) on investment securities |
|
|
1.37 |
|
| |
|
|
|
Total
from investment operations |
|
$ |
1.38 |
|
| |
|
|
|
Distributions
from net realized capital gains |
|
|
(0.06 |
) |
| |
|
|
|
Total
distributions |
|
$ |
(0.06 |
) |
| |
|
|
|
Net
asset value, end of period |
|
$ |
11.32 |
|
| |
|
|
|
Total
investment return(b),
(c) |
|
|
13.82 |
% |
| |
Ratios/supplemental
data: |
|
|
| |
Net
assets, end of period (in $000’s) |
|
$ |
1,137 |
|
Ratio
of expenses to average net assets |
|
|
| |
Before
waiver/reimbursement(d)
|
|
|
27.51 |
% |
After
waiver/reimbursement(d)
|
|
|
1.00 |
% |
Ratio
of net investment income to average net assets: |
|
|
| |
Before
waiver/reimbursement(d)
|
|
|
(26.33 |
)% |
After
waiver/reimbursement(d)
|
|
|
0.18 |
% |
| |
Portfolio
turnover rate(b)
|
|
|
22 |
% |
* |
For
the period from June 30, 2023 (Commencement of Operations) to
March 31, 2024. |
(a) |
Per
share amount is based on average shares outstanding.
|
(b) |
Not
annualized for periods less than a year. |
(c) |
Return
is based on net asset value per share, adjusted for reinvestment of
distributions, and does not reflect deduction of the sales charge.
|
(d) |
Annualized
for periods less than one year. |
See
accompanying Notes to Financial Statements.
54
Other
Service Providers
Investment
Adviser
Polar
Capital LLP
16
Palace Street
London,
SW1E 5JD
United
Kingdom
Custodian
The
Northern Trust Company
50
South LaSalle Street
Chicago,
Illinois 60603
Independent
Registered Public Accounting Firm
Deloitte &
Touche LLP
111
South Wacker Drive
Chicago,
IL 60606-4301
Legal
Counsel
Ropes &
Gray LLP
800
Boylston Street
Boston,
Massachusetts 02199
Distributor
Foreside
Financial Services, LLC
3
Canal Plaza, Suite 100
Portland,
Maine 04101
For
Additional Information, call (800) 806‑1112 (toll free) or
(312) 557‑3164
55
DATUM
ONE SERIES TRUST
Polar
Capital Emerging Market Stars Fund
Polar
Capital Emerging Market ex‑China Stars Fund
The
Statement of Additional Information (“SAI”), incorporated into this prospectus
by reference, contains detailed information on Fund policies and operations.
Additional information about the Funds’ investments is available in the Funds’
annual and semi-annual report to shareholders. In the Funds’ annual and
semi-annual reports, you will find a discussion of the market conditions and
investment strategies that significantly affected the Funds’ performance during
their last fiscal year. The SAI is incorporated by reference into this
prospectus, which means it is a part of this prospectus for legal purposes. You
may get free copies of these materials, request other information about the
Fund, or make shareholder inquiries by calling (800) 806‑1112 (toll free)
or (312) 557‑3164. The Funds’ SAI and annual and semi-annual report are
available at: www.polarcapitalfunds.com.
You
may access reports and other information about the Funds on the SEC Internet
site at www.sec.gov. You may get copies of this information, with payment of a
duplication fee, by electronic request to the following e‑mail address:
[email protected]. You may need to refer to the Trust’s file number under the
1940 Act, which is: 811‑23556.
Polar
Capital International Small Company Fund
The
SAI, incorporated into this prospectus by reference, contains detailed
information on Fund policies and operations. Additional information about the
Polar Capital International Small Company Fund’s investments will be available
in the Fund’s annual and semi-annual report to shareholders, when issued. In the
Fund’s annual and semi-annual reports, you will find a discussion of the market
conditions and investment strategies that significantly affected the Fund’s
performance during its last fiscal year. The SAI is incorporated by reference
into this prospectus, which means it is a part of this prospectus for legal
purposes. You may get free copies of these materials, request other information
about the Fund, or make shareholder inquiries by calling (800) 806‑1112 (toll
free) or (312) 557‑3164. The Fund’s SAI is available at:
www.polarcapitalfunds.com.
You
may access reports and other information about the Fund on the SEC Internet site
at www.sec.gov. You may get copies of this information, with payment of a
duplication fee, by electronic request to the following e‑mail address:
[email protected]. You may need to refer to the Trust’s file number under the
1940 Act, which is: 811‑23556.
56
POLAR
CAPITAL FUNDS
PRIVACY
POLICY
SAFEGUARDING
PRIVACY
We
recognize and respect the privacy expectations of each of our investors and we
believe the confidentiality and protection of investor information is one of our
fundamental responsibilities. New technologies have dramatically changed the way
information is gathered and used, but our continuing commitment to preserving
the security and confidentiality of investor information has remained a core
value of the Datum One Series Trust.
INFORMATION
WE COLLECT AND SOURCES OF INFORMATION
We
may collect information about our customers to help identify you, evaluate your
application, service and manage your account and offer services and products you
may find valuable. We collect this information from a variety of sources
including:
|
• |
|
Information
we receive from you on applications or other forms (e.g. your name,
address, date of birth, social security number and investment
information); about a customer’s investment goals and risk tolerance;
|
|
• |
|
Information
about your transactions and experiences with us and our affiliates (e.g.
your account balance, transaction history and investment selections); and
|
|
• |
|
Information
we obtain from third parties regarding their brokerage, investment
advisory, custodial or other relationship with you (e.g. your account
number, account balance and transaction history.
|
INFORMATION
WE SHARE WITH SERVICE PROVIDERS
We
may disclose all non‑public personal information we collect, as
described above, to companies (including affiliates) that perform services on
our behalf, including those that assist us in responding to inquiries,
processing transactions, preparing and mailing account statements and other
forms of shareholder services provided they use the information solely for these
purposes and they enter into confidentiality agreements regarding the
information.
INFORMATION
WE MAY SHARE WITH AFFILIATES
If
we have affiliates which are financial service providers that offer investment
advisory, brokerage and other financial services, we may (subject to Board
approval) share information among our affiliates to better assist you in
achieving your financial goals.
SAFEGUARDING
CUSTOMER INFORMATION
We
will safeguard, according to federal standards of security and confidentiality,
any non‑public personal information our customers share with us.
We
will limit the collection and use of non‑public customer information
to the minimum necessary to deliver superior service to our customers which
includes advising our customers about our products and services and to
administer our business.
We
will permit only authorized employees who are trained in the proper handling
of non‑public customer information to have access to that information.
We
will not reveal non‑public customer information to any external
organization unless we have previously informed the customer in disclosures or
agreements, have been authorized by the customer or are required by law or our
regulators.
We
value you as a customer and take your personal privacy seriously. We will inform
you of our policies for collecting, using, securing and sharing nonpublic
personal information the first time we do business and every year that you are a
customer of the Datum One Series Trust or anytime we make a material change to
our privacy policy.
57