PROSPECTUS
Class A | Class I | |
VELA Small Cap Fund | ||
VELA Large Cap Plus Fund | ||
VELA International Fund | ||
VELA Income Opportunities Fund | ||
VELA Short Duration Fund |
As with all mutual fund shares and prospectuses, the Securities and Exchange Commission has not approved or disapproved these shares or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
VELA SMALL CAP FUND | 1 | |
VELA LARGE CAP PLUS FUND | 6 | |
VELA INTERNATIONAL FUND | 12 | |
VELA INCOME OPPORTUNITIES FUND | 17 | |
VELA SHORT DURATION FUND | 24 | |
FUND DETAILS | 29 | |
ADDITIONAL INFORMATION ABOUT PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL AND NON-PRINCIPAL RISKS | 29 | |
INVESTMENT RISKS | 29 | |
PORTFOLIO HOLDINGS DISCLOSURE | 37 | |
MANAGEMENT OF THE FUNDS | 38 | |
YOUR ACCOUNT | 41 | |
PRICING YOUR SHARES | 41 | |
HOW TO PURCHASE SHARES | 41 | |
HOW TO REDEEM SHARES | 48 | |
HOW TO EXCHANGE SHARES | 49 | |
HOW TO REQUEST CERTAIN NON-FINANCIAL TRANSACTIONS | 50 | |
MARKET TIMING AND FREQUENT TRADING POLICY | 50 | |
DISTRIBUTION AND FEDERAL INCOME TAXES | 50 | |
HOUSEHOLDING | 53 | |
FINANCIAL HIGHLIGHTS | 54 | |
CUSTOMER PRIVACY NOTICE | 63 | |
APPENDIX A | A-1 |
i
VELA SMALL CAP FUND
Fund Summary
Class | A | I |
Ticker | VESAX | VESMX |
The investment objective of the VELA Small Cap Fund is to provide long-term capital appreciation.
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the
tables and examples below.
Class A | Class I | |||
Maximum Sales Charge (Load) Imposed on Purchases as a % of Offering Price | ||||
Maximum Deferred Sales Charge (on redemptions in the first year as a percentage of the amount invested or the current value, whichever is less) |
Class A | Class I | |||
Management fees | ||||
Distribution (12b-1) fees | ||||
Other expenses (administrative fees)1,2 | ||||
Acquired fund fees and expenses | ||||
Total annual fund operating expenses3 |
(1) |
(2) |
(3) |
1
This
Example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
1 year | 3 years | 5 years | 10 years | |||||
Class A | $ |
$ |
$ |
$ | ||||
Class I | $ |
$ |
$ |
$ |
The
fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the fund’s performance.
During the most recent fiscal year, the fund’s portfolio turnover was
The Adviser focuses on estimating a company’s value independent of its current stock price. To estimate a company’s value, the Adviser concentrates on the fundamental economic drivers of the business. The primary focus is on “bottom-up” analysis, which takes into consideration earnings, revenue growth, operating margins, balance sheet strength, free cash flow generation, management stewardship, and other economic factors. The Adviser also typically considers the level of industry competition, regulatory factors, the threat of technological obsolescence, and a variety of other industry factors. If the Adviser’s estimate of a company’s value differs sufficiently from the current market price, the company may be an attractive investment opportunity. In constructing a portfolio of securities, the Adviser is not constrained by the sector or industry weights in the benchmark. The Adviser relies on individual stock selection and discipline in the investment process to add value. The highest portfolio security weights are assigned to companies where the Adviser has the highest level of conviction.
Once a stock is selected, the Adviser continues to monitor the company’s strategies, financial performance, and competitive environment. The Adviser may sell a security as it reaches the Adviser’s estimate of the company’s value if it believes that the company’s earnings, revenue growth, operating margin or other economic factors are deteriorating, if the company’s stock price is discounting more than the company’s long range earnings potential, or if it identifies a stock that it believes offers a better investment opportunity.
The fund may sell (write) put options or covered call options to generate additional income or hedge exposure.
2
All
investments carry a certain amount of risk and the fund cannot guarantee that it
will achieve its investment objective.
Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, state, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the fund and its investments and could result in decreases to the fund’s net asset value. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’ reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on the fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the ability to complete redemptions, all of which could affect fund performance. A health crisis may exacerbate other pre-existing political, social, and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
Equity Market Risk. Overall stock market risks may affect the value of the fund. Factors such as U.S. economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the fund’s investments goes down, your investment in the fund decreases in value.
Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the fund invests may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated. The value of an individual company can be more volatile than the market as a whole, and the Adviser’s intrinsic value-oriented approach may fail to produce the intended results.
Small Cap and Mid Cap Company Risk. Investments in small cap and mid cap companies may be riskier than investments in larger, more established companies. The securities of these companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small cap and mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.
Large Cap Company Risk. Returns on investments in securities of larger companies could trail the returns on investments in securities of smaller and mid-sized companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or to changes in business, product, financial, or other market conditions. Larger companies may not be able to maintain growth at the high rates that may be achieved by well-managed smaller and mid-sized companies.
Derivatives Risk. Derivatives, including options, futures contracts, and forward contracts, may be riskier than other types of investments and may increase the volatility of the fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the fund’s original investment. Derivatives expose the fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. In addition, given their complexity, derivatives expose the fund to risks of mispricing or improper valuation. Certain of the fund’s transactions in derivatives could also affect the amount, timing and character of distributions to shareholders which may result in the fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the fund’s after-tax returns.
Options Risk. There are risks associated with buying and selling call and put options. If the fund sells (writes) a put option, there is risk that the fund may be required to buy the underlying investment at a disadvantageous price. If the fund sells (writes) a covered call option, there is risk that the fund may be required to sell the underlying investment at a disadvantageous price. The fund will receive a premium from writing options, but the premium received may not be sufficient to offset any losses sustained from exercised options.
3
Covered Call Risk. The writer of a covered call option forgoes any profit from increases in the market value of the underlying security covering the call option above the sum of the premium and the strike price of the call but retains the risk of loss if the underlying security declines in value. The Fund will have no control over the exercise of the option by the option holder and may lose the benefit from any capital appreciation on the underlying security.
Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors, or those where the Adviser believes the aggregate present value of the company’s future cash flows is materially greater than that which the market is currently reflecting via the target company’s share price. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive), value stocks generally may be out of favor in the markets.
Sector Emphasis Risk. The fund, from time to time, may invest 25% or more of the fund’s assets in one or more sectors, subjecting the fund to sector emphasis risk. This is the risk that a fund is subject to a greater risk of loss as a result of adverse economic, business or other developments affecting a specific sector in which the fund has a focused position, than if its investments were diversified across a greater number of industry sectors. Some sectors have particular risks that may not affect other sectors.
Years | Returns |
---|---|
2021 | |
2022 | - |
2023 |
During
the period shown on the bar chart,
Inception Date of Class | One Year | Life of Fund | ||||
Class I | ||||||
Return After Taxes on Distributions | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | ||||||
Class A | ||||||
Russell 2000 Index |
The Russell 2000 Index is an unmanaged market capitalization weighted index measuring performance of the smallest 2,000 companies by market capitalization in the Russell 3000 Index. The Russell 3000 Index is an unmanaged market capitalization weighted index measuring the performance of the 3,000 largest U.S. companies based on total market capitalization.
You
cannot invest directly in an index. Unlike mutual funds, an
4
Portfolio Management
Investment Adviser
VELA Investment Management, LLC
Portfolio Managers
The Adviser employs a team of portfolio managers who are jointly and primarily responsible for the day-to-day management of the fund.
The portfolio managers are:
Roderick Dillon, CFA
Portfolio Manager
Since inception (September 2020)
Jeannette Hubbard, CFA
Portfolio Manager
Since inception (September 2020)
Brian Hilderbrand, CFA
Assistant Portfolio Manager
Since May 2021
Buying and Selling Fund Shares
Minimum Initial Investment
Class A: $1,000
Class I: $2,500
Minimum Subsequent Investment
Class A: None
Class I: None
To Place Orders
Regular Mail: | Overnight Mail: |
VELA Small Cap Fund | VELA Small Cap Fund |
c/o Ultimus Fund Solutions, LLC | c/o Ultimus Fund Solutions, LLC |
P.O. Box 541150 | 4221 N 203rd St, Suite 100 |
Omaha, NE 68154 | Elkhorn, NE 68022 |
1-833-399-1001 | 1-833-399-1001 |
Transaction Policies
In general, you can buy or sell (redeem) shares of the fund by mail or phone on any business day. You can generally pay for shares by check or wire. You may be charged wire fees or other transaction fees; ask your financial professional. When selling shares, you will receive a check, unless you request a wire. You may also buy and sell shares through a financial professional.
Dividends, Capital Gains and Taxes
For U.S. federal income tax purposes, the fund’s distributions may be taxable as ordinary income, capital gains, qualified dividend income, or section 199A dividends, except when your investment is in an IRA, 401(k) or other qualified tax-advantaged investment plan. Withdrawals from such a tax-advantaged investment plan will be subject to special tax rules.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker- dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.
5
VELA LARGE CAP PLUS FUND
Fund Summary
Class | A | I |
Ticker | VELAX | VELIX |
The investment objective of the VELA Large Cap Plus Fund is to provide long-term capital appreciation.
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the
tables and examples below.
Class A | Class I | |||
Maximum Sales Charge (Load) Imposed on Purchases as a % of Offering Price | ||||
Maximum Deferred Sales Charge (on redemptions in the first year as a percentage of the amount invested or the current value, whichever is less) |
Class A | Class I | |||
Management fees | ||||
Distribution (12b-1) fees | ||||
Other expenses1 | ||||
Administrative fees1,2 | ||||
Interest charges and dividend expense3 | ||||
Total other expenses | ||||
Acquired fund fees and expenses | ||||
Total annual fund operating expenses4 |
(1) |
(2) |
(3) |
(4) |
6
This
Example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
1 year | 3 years | 5 years | 10 years | |||||
Class A | $ |
$ |
$ |
$ | ||||
Class I | $ |
$ |
$ |
$ |
The
fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the fund’s performance.
During the most recent fiscal year, the fund’s portfolio turnover was
The Adviser focuses on estimating a company’s value independent of its current stock price. To estimate a company’s value, the Adviser concentrates on the fundamental economic drivers of the business. The primary focus is on “bottom-up” analysis, which takes into consideration earnings, revenue growth, operating margins, balance sheet strength, free cash flow generation, management stewardship, and other economic factors. The Adviser also typically considers the level of industry competition, regulatory factors, the threat of technological obsolescence, and a variety of other industry factors. If the Adviser’s estimate of a company’s value differs sufficiently from the current market price, the company may be an attractive investment opportunity. In constructing a portfolio of securities, the Adviser is not constrained by the sector or industry weights in the benchmark. The Adviser relies on individual stock selection and discipline in the investment process to add value. The highest portfolio security weights are assigned to companies where the Adviser has the highest level of conviction.
The fund will sell securities short. Short sales are effected when it is believed that the price of a particular security will decline, and involves the sale of a security which the fund does not own in hopes of purchasing the same security at a later date at a lower price. Additionally, the fund may sell a security short if the fund managers expect the security to underperform a relevant benchmark and/or long positions in the portfolio. The fund may also sell securities of exchange traded funds (“ETFs”) short to hedge its exposure to specific market sectors or if it believes a specific sector or asset will decline in value. Using short sale proceeds to invest in a long position with a higher expected return increases the fund’s long exposure and can result in a positive net return even if the security sold short increases in price as long as the long position outperforms the short position inclusive of all fees and dividends associated with the short sale. Conversely, using short sale proceeds to increase the fund’s long exposure can result in greater losses to the fund if both positions decrease in value or if losses in the long position exceed any gains on the short position. To make delivery to the buyer, the fund must borrow the security, and the fund is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the fund. The frequency of short sales will vary substantially in different periods, and it is not intended that any specified portion of the fund’s assets will as a matter of practice be invested in short sales. The fund will not make a short sale if, immediately before the transaction, the market value of all securities sold short exceeds 40% of the value of the fund’s net assets.
Once a stock is purchased or sold short, the Adviser continues to monitor the company’s strategies, financial performance, and competitive environment. The Adviser may sell a security (or repurchase a security sold short) as it reaches the Adviser’s estimate of the company’s value if it believes that the company’s earnings, revenue growth, operating margin or other economic factors are deteriorating (or improving in the case of a short sale), if the company’s stock price is discounting more than the company’s long range earnings potential (or discounting less than the company’s long range economic value in the case of a short sale), or, if it identifies a stock that it believes offers a better investment opportunity.
7
The fund may also invest in various types of derivative instruments (such as options, futures contracts, and forward contracts) to gain or hedge exposure to certain types of securities as an alternative to investing directly in or selling such securities. The fund may buy and sell (write) put options or buy and sell covered call options to gain or hedge exposure to certain types of securities and generate additional income.
All
investments carry a certain amount of risk and the fund cannot guarantee that it
will achieve its investment objective.
Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, state, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the fund and its investments and could result in decreases to the fund’s net asset value. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’ reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on the fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the ability to complete redemptions, all of which could affect fund performance. A health crisis may exacerbate other pre-existing political, social, and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
Equity Market Risk. Overall stock market risks may affect the value of the fund. Factors such as U.S. economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the fund’s investments goes down, your investment in the fund decreases in value.
Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the fund invests may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated. The value of an individual company can be more volatile than the market as a whole, and the Adviser’s intrinsic value-oriented approach may fail to produce the intended results. In addition, there is no guarantee that the use of long and short positions will succeed in limiting the fund’s exposure to stock market movements, sector-swings, or other risk factors. The strategy used by the fund involves complex securities transactions that involve risks different than direct equity investments.
Short Sale Risk. The fund will incur a loss as a result of a short sale if the price of the security sold short increases in value between the date of the short sale and the date on which the fund purchases the security to replace the borrowed security. In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and the fund may have to buy the securities sold short at an unfavorable price. If this occurs, any anticipated gain to the fund may be reduced or eliminated or the short sale may result in a loss. The fund’s losses are potentially unlimited in a short sale transaction. When the fund is selling a security short, it must maintain a segregated account of cash or high-grade securities equal to the margin requirement. As a result, the fund may maintain certain levels of cash or liquid assets, and the need to maintain such cash or liquid assets could affect the fund’s ability to pursue other opportunities if they arise. Short sales are speculative transactions and involve special risks, including greater reliance on the Adviser’s ability to accurately anticipate the future value of a security.
Long/Short Strategy Risk. In situations where the fund takes a long position (i.e., owns a stock outright), the fund will lose money if the price of the stock declines. In situations where the fund takes a short position, the fund will lose money if the price of the stock increases. It is possible that the fund’s long and short positions will not perform as expected and losses on one type of position could more than offset gains on the other or that the fund will lose money on its long and short positions at the same time. To the extent the fund uses the proceeds from short positions to increase the fund’s long positions, the fund could experience greater losses if both positions decrease in value or if losses in the long position exceed any gains on the short position.
Small Cap and Mid Cap Company Risk. Investments in small cap and mid cap companies may be riskier than investments in larger, more established companies. The securities of these companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small cap and mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.
8
Large Cap Company Risk. Returns on investments in securities of larger companies could trail the returns on investments in securities of smaller and mid-sized companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or to changes in business, product, financial, or other market conditions. Larger companies may not be able to maintain growth at the high rates that may be achieved by well-managed smaller and mid-sized companies.
Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors, or those where the Adviser believes the aggregate present value of the company’s future cash flows is materially greater than that which the market is currently reflecting via the target company’s share price. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive), value stocks generally may be out of favor in the markets.
Derivatives Risk. Derivatives, including options, futures contracts, and forward contracts, may be riskier than other types of investments and may increase the volatility of the fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the fund’s original investment. Derivatives expose the fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. In addition, given their complexity, derivatives expose the fund to risks of mispricing or improper valuation. Certain of the fund’s transactions in derivatives could also affect the amount, timing and character of distributions to shareholders which may result in the fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the fund’s after-tax returns.
Options Risk. There are risks associated with buying and selling call and put options. If the fund buys a put or call option, the fund risks losing the entire premium invested in the option if the fund does not exercise the option. If the fund sells (writes) a put option, there is risk that the fund may be required to buy the underlying investment at a disadvantageous price. If the fund sells (writes) a covered call option, there is risk that the fund may be required to sell the underlying investment at a disadvantageous price. The fund will receive a premium from writing options, but the premium received may not be sufficient to offset any losses sustained from exercised options.
Sector Emphasis Risk. The fund, from time to time, may invest 25% or more of the fund’s assets in one or more sectors, subjecting the fund to sector emphasis risk. This is the risk that a fund is subject to a greater risk of loss as a result of adverse economic, business or other developments affecting a specific sector in which the fund has a focused position, than if its investments were diversified across a greater number of industry sectors. Some sectors have particular risks that may not affect other sectors.
Covered Call Risk. The writer of a covered call option forgoes any profit from increases in the market value of the underlying security covering the call option above the sum of the premium and the strike price of the call but retains the risk of loss if the underlying security declines in value. The Fund will have no control over the exercise of the option by the option holder and may lose the benefit from any capital appreciation on the underlying security.
Investment Company and Exchange Traded Fund (“ETF”) Risk. The fund may invest in shares of other investment companies or ETFs. Shareholders will indirectly bear fees and expenses charged by the underlying investment companies in which the fund invests in addition to the fund’s direct fees and expenses. The fund also will incur brokerage costs when it buys ETFs. In addition, the fund will be subject to the risks associated with the investment company or ETF’s investments. The price movement of an ETF may not track the underlying index and may result in a loss. The ETF may trade at a price above (premium) or below (discount) their net asset value, especially during periods of significant volatility or stress, causing investors to pay significantly more or less than the value of the ETF’s underlying portfolio. Furthermore, investments in other funds could affect the timing, amount, and character of distributions to shareholders and therefore may increase the amount of taxes payable by investors in the fund.
MLP and MLP-Related Securities. Investments in MLPs and MLP-related securities involve risks different from those of investing in common stock including risks related to limited control and limited rights to vote on matters affecting the MLP or MLP-related security, risks related to potential conflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks (which could occur if the MLP raises capital and then invests it in projects whose return fails to exceed the cost of capital raised) and risks related to the general partner’s limited call right. MLPs and MLP-related securities are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns. Depending on the state of interest rates in general, the use of MLPs or MLP-related securities could enhance or harm the overall performance of the fund.
MLP Tax Risk. MLPs, typically, do not pay U.S. federal income tax at the partnership level. Instead, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. Thus, if any of the MLPs owned by the fund were treated as corporations for U.S. federal income tax purposes, it could result in a reduction of the value of your investment in the fund and lower income, as compared to an MLP that is not taxed as a corporation.
9
Years | Returns |
---|---|
2021 | |
2022 | - |
2023 |
During
the period shown on the bar chart,
Inception Date of Class | One Year | Life of Fund | ||||
Class I | ||||||
Return After Taxes on Distributions | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | ||||||
Class A | ||||||
Russell 1000 Index |
The Russell 1000 Index is an unmanaged market capitalization weighted index measuring the performance of the largest 1,000 companies by market capitalization in the Russell 3000 Index. The Russell 3000 Index is an unmanaged market capitalization weighted index measuring the performance of the 3,000 largest U.S. companies based on total market capitalization.
You
cannot invest directly in an index. Unlike mutual funds, an
10
Portfolio Management
Investment Adviser
VELA Investment Management, LLC
Portfolio Managers
The Adviser employs a team of portfolio managers who are jointly and primarily responsible for the day-to-day management of the fund. The portfolio managers are:
Roderick Dillon, CFA
Portfolio Manager
Since inception (September 2020)
Kyle Schneider, CFA
Portfolio Manager
Since inception (September 2020)
Buying and Selling Fund Shares
Minimum Initial Investment
Class A: $1,000
Class I: $2,500
Minimum Subsequent Investment
Class A: None
Class I: None
To Place Orders
Regular Mail: | Overnight Mail: |
VELA Large Cap Plus Fund | VELA Large Cap Plus Fund |
c/o Ultimus Fund Solutions, LLC | c/o Ultimus Fund Solutions, LLC |
P.O. Box 541150 | 4221 N 203rd St, Suite 100 |
Omaha, NE 68154 | Elkhorn, NE 68022 |
1-833-399-1001 | 1-833-399-1001 |
Transaction Policies
In general, you can buy or sell (redeem) shares of the fund by mail or phone on any business day. You can generally pay for shares by check or wire. You may be charged wire fees or other transaction fees; ask your financial professional. When selling shares, you will receive a check, unless you request a wire. You may also buy and sell shares through a financial professional.
Dividends, Capital Gains and Taxes
For U.S. federal income tax purposes, the fund’s distributions may be taxable as ordinary income, capital gains, qualified dividend income, or Section 199A dividends except when your investment is in an IRA, 401(k) or other qualified tax-advantaged investment plan. Withdrawals from such a tax-advantaged investment plan will be subject to special tax rules.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker- dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.
11
VELA INTERNATIONAL FUND
Fund Summary
Class | A | I |
Ticker | VEILX | VEITX |
The investment objective of the VELA International Fund is to provide long-term capital appreciation.
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the
tables and examples below.
Class A | Class I | |||
Maximum Sales Charge (Load) Imposed on Purchases as a % of Offering Price | ||||
Maximum Deferred Sales Charge (on redemptions in the first year as a percentage of the amount invested or the current value, whichever is less) |
Class A | Class I | |||
Management fees | ||||
Distribution (12b-1) fees | ||||
Other expenses (administrative fees)1, 2 | ||||
Acquired fund fees and expenses | ||||
Total annual fund operating expenses3 |
(1) |
(2) |
(3) |
This
Example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
1 year | 3 years | 5 years | 10 years | |||||
Class A | $ |
$ |
$ |
$ | ||||
Class I | $ |
$ |
$ |
$ |
The
fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the fund’s performance.
During the most recent fiscal year, the fund’s portfolio turnover was
12
The
fund, under normal market conditions, invests its assets primarily in non-U.S.
equity securities of companies of any size (including small capitalization, mid
capitalization and large capitalization companies) that the Adviser believes are
undervalued. Equity securities consist of common and preferred stocks.
The Adviser focuses on estimating a company’s value independent of its current stock price. To estimate a company’s value, the Adviser concentrates on the fundamental economic drivers of the business. The primary focus is on “bottom-up” analysis, which takes into consideration earnings, revenue growth, operating margins, balance sheet strength, free cash flow generation, management stewardship, and other economic factors. The Adviser also considers the level of industry competition, regulatory factors, the threat of technological obsolescence, and a variety of other industry factors. If the Adviser’s estimate of a company’s value differs sufficiently from the current market price, the company may be an attractive investment opportunity. In constructing a portfolio of securities, the Adviser is not constrained by the sector or industry weights in the benchmark. The Adviser relies on individual stock selection and discipline in the investment process to add value. The highest portfolio security weights are assigned to companies where the Adviser has the highest level of confidence.
Once a stock is selected, the Adviser continues to monitor the company’s strategies, financial performance, and competitive environment. The Adviser may sell a security as it reaches the Adviser’s estimate of the company’s value if it believes that the company’s earnings, revenue growth, operating margin or other economic factors are deteriorating, if the company’s stock price is discounting more than the company’s long range earnings potential, or if it identifies a stock that it believes offers a better investment opportunity.
All
investments carry a certain amount of risk and the fund cannot guarantee that it
will achieve its investment objective.
Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, state, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the fund and its investments and could result in decreases to the fund’s net asset value. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’ reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on the fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the ability to complete redemptions, all of which could affect fund performance. A health crisis may exacerbate other pre-existing political, social, and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
Equity Market Risk. Overall stock market risks may affect the value of the fund. Factors such as U.S. economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the fund’s investments goes down, your investment in the fund decreases in value.
Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the fund invests may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated. The value of an individual company can be more volatile than the market as a whole, and the Adviser’s intrinsic value-oriented approach may fail to produce the intended results.
13
Non-U.S. Securities Risk. The fund may invest in non-U.S. securities and U.S. securities of companies domiciled in non-U.S. countries that may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. These companies may be subject to additional risks, including political and economic risks, civil conflicts and war, greater volatility, expropriation and nationalization risks, currency fluctuations, regulatory risk, higher transaction costs, delayed settlement, possible non-U.S. controls on investments, and less stringent investor protection and disclosure standards of non-U.S. markets. In addition, the potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.
Emerging Markets Risk. Many of the risks with respect to non-U.S. investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed economic, political and legal systems than those of more developed countries. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems.
Illiquid Securities Risk. The fund may invest up to 15% of the value of its net assets in securities that are illiquid. An illiquid investment is any investment that cannot be disposed of in current market conditions within seven days in the normal course of business at approximately the amount at which it is valued by the fund and without significantly changing the value of the investment. The price the fund pays for illiquid securities or receives upon resale may be lower than the price paid or received for similar securities with a more liquid market. In addition, there may be no market or a limited market in which to sell illiquid securities.
Foreign Tax Risk. The fund’s income from non-U.S. issuers may be subject to non-U.S. withholding taxes. A fund may also be subject to taxes on trading profits or on transfers of securities in some countries. To the extent foreign income taxes are paid by the fund, shareholders may not be entitled to a credit or deduction for U.S. tax purposes.
Currency Risk. Foreign securities usually are denominated and traded in foreign currencies, while the fund values its assets in U.S. dollars. The exchange rates between foreign currencies and the U.S. dollar fluctuate continuously. As a result, the values of the fund’s non-U.S. investments will be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar.
Small Cap and Mid Cap Company Risk. Investments in small cap and mid cap companies may be riskier than investments in larger, more established companies. The securities of these companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small cap and mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.
Large Cap Company Risk. Returns on investments in securities of larger companies could trail the returns on investments in securities of smaller and mid-sized companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or to changes in business, product, financial, or other market conditions. Larger companies may not be able to maintain growth at the high rates that may be achieved by well-managed smaller and mid-sized companies.
Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors, or those where the Adviser believes the aggregate present value of the company’s future cash flows is materially greater than that which the market is currently reflecting via the target company’s share price. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive), value stocks generally may be out of favor in the markets.
Sector Emphasis Risk. The fund, from time to time, may invest 25% or more of the fund’s assets in one or more sectors, subjecting the fund to sector emphasis risk. This is the risk that a fund is subject to a greater risk of loss as a result of adverse economic, business or other developments affecting a specific sector in which the fund has a focused position, than if its investments were diversified across a greater number of industry sectors. Some sectors have particular risks that may not affect other sectors.
14
Years | Returns |
---|---|
2021 | |
2022 | - |
2023 |
During
the period shown on the bar chart,
Inception Date of Class | One Year | Life of Fund | ||||
Class I | ||||||
Return After Taxes on Distributions | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | ||||||
Class A | ||||||
MSCI World ex USA Index |
The MSCI World ex USA Index is an unmanaged free float-adjusted market capitalization index that is designed to measure global developed market equity performance.
You
cannot invest directly in an index. Unlike mutual funds, an
15
Portfolio Management
Investment Adviser
VELA Investment Management, LLC
Portfolio Managers
The portfolio manager who is primarily responsible for the day-to-day management of the fund is:
Robert Sharpe
Portfolio Manager
Since inception (September 2020)
Buying and Selling Fund Shares
Minimum Initial Investment
Class A: $1,000
Class I: $2,500
Minimum Subsequent Investment
Class A: None
Class I: None
To Place Orders
Regular Mail: | Overnight Mail: |
VELA International Fund | VELA International Fund |
c/o Ultimus Fund Solutions, LLC | c/o Ultimus Fund Solutions, LLC |
P.O. Box 541150 | 4221 N 203rd St, Suite 100 |
Omaha, NE 68154 | Elkhorn, NE 68022 |
1-833-399-1001 | 1-833-399-1001 |
Transaction Policies
In general, you can buy or sell (redeem) shares of the fund by mail or phone on any business day. You can generally pay for shares by check or wire. You may be charged wire fees or other transaction fees; ask your financial professional. When selling shares, you will receive a check, unless you request a wire. You may also buy and sell shares through a financial professional.
Dividends, Capital Gains and Taxes
For U.S. federal income tax purposes, the fund’s distributions may be taxable as ordinary income, capital gains, qualified dividend income, or Section 199A dividends, except when your investment is in an IRA, 401(k) or other qualified tax-advantaged investment plan. Withdrawals from such a tax-advantaged investment plan will be subject to special tax rules.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.
16
VELA INCOME OPPORTUNITIES FUND
Fund Summary
Class | A | I |
Ticker | VIOAX | VIOIX |
The primary investment objective of the VELA Income Opportunities Fund is to provide current income and the secondary investment objective is to provide long-term capital appreciation.
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the
tables and examples below.
Class A | Class I | |||
Maximum Sales Charge (Load) Imposed on Purchases as a % of Offering Price | ||||
Maximum Deferred Sales Charge (on redemptions in the first year as a percentage of the amount invested or the current value, whichever is less) |
Class A | Class I | |||
Management fees | ||||
Distribution (12b-1) fees | ||||
Other expenses (administrative fees)1, 2 | ||||
Acquired fund fees and expenses | ||||
Total annual fund operating expenses3 |
(1) |
(2) |
(3) |
17
This
Example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
1 year | 3 years | 5 years | 10 years | |||||
Class A | $ |
$ |
$ |
$ | ||||
Class I | $ |
$ |
$ |
$ |
The
fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when fund
shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the Example, affect the fund’s performance.
During the most recent fiscal year, the fund’s portfolio turnover was
The fund, under normal market conditions, invests at least 80% of its net assets in income producing securities. The fund may invest in common equities of large, mid and small capitalization companies (both domestic and foreign, including American Depository Receipts (“ADRs”)), real estate investment trusts (“REITs”), preferred equity securities, convertible securities, and master limited partnerships (“MLPs”). The fund will limit its investments in MLPs to less than 25% of net assets. The fund may also invest in corporate debt securities, including bonds and other debt securities of U.S. and non-U.S. issuers, including obligations of industrial, utility, banking and other corporate issuers. The fund’s investments in corporate debt securities may include investments in below investment grade securities, including those referred to as “high yield securities” or “junk bonds” (or the unrated equivalent) at the time of purchase.
The Adviser may use options, such as puts or calls on individual securities, as well as options on securities indices and exchange-traded funds, to enhance returns, generate income, to reduce portfolio volatility, or to reduce downside risk when the Adviser believes it to be prudent. To enhance income, the Adviser may sell call options on stocks held in the portfolio (covered call writing). In exchange for the option premium received, the fund will give up potential upside in the underlying stock. The Adviser may write put options on stocks that it has deemed to be attractive purchases at lower price levels. The Adviser may also utilize a combination of puts and/or calls regarding the same security (sometimes referred to as “straddles,” “collars” or “spreads”) or utilize puts and calls on related securities.
The Adviser focuses on estimating a company’s value independent of its current stock price. To estimate a company’s value, the Adviser concentrates on the fundamental economic drivers of the business. The primary focus is on “bottom-up” analysis, which takes into consideration earnings, revenue growth, operating margins, balance sheet strength, free cash flow generation, management stewardship, and other economic factors. The Adviser also typically considers the level of industry competition, regulatory factors, the threat of technological obsolescence, and a variety of other industry factors. If the Adviser’s estimate of a company’s value differs sufficiently from the current market price, the company may be an attractive investment opportunity. In constructing a portfolio of securities, the Adviser is not constrained by the sector or industry weights in the benchmark. The Adviser relies on individual stock selection and discipline in the investment process to add value. The highest portfolio security weights are assigned to companies where the Adviser has the highest level of conviction.
Once a stock is selected, the Adviser continues to monitor the company’s strategies, financial performance, and competitive environment. The Adviser may sell a security as it reaches the Adviser’s estimate of the company’s value if it believes that the company’s earnings, revenue growth, operating margin or other economic factors are deteriorating, if the company’s stock price is discounting more than the company’s long range earnings potential, or if it identifies a stock that it believes offers a better investment opportunity.
18
All
investments carry a certain amount of risk and the fund cannot guarantee that it
will achieve its investment objective.
Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, state, regional, or global events such as war, military conflicts, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the fund and its investments and could result in decreases to the fund’s net asset value. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Political, geopolitical, natural and other events, including war, military conflicts, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, climate-change and climate related events, epidemics, pandemics and other public health crises and related events and governments’ reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on the fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the ability to complete redemptions, all of which could affect fund performance. A health crisis may exacerbate other pre-existing political, social, and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
Equity Market Risk. Overall stock market risks may affect the value of the fund. Factors such as U.S. economic growth and market conditions, interest rate levels, and political events affect the securities markets. When the value of the fund’s investments goes down, your investment in the fund decreases in value.
Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the fund invests may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated. The value of an individual company can be more volatile than the market as a whole, and the Adviser’s intrinsic value-oriented approach may fail to produce the intended results.
Large Cap Company Risk. Returns on investments in securities of larger companies could trail the returns on investments in securities of smaller and mid-sized companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or to changes in business, product, financial, or other market conditions. Larger companies may not be able to maintain growth at the high rates that may be achieved by well-managed smaller and mid-sized companies.
Small Cap and Mid Cap Company Risk. Investments in small cap and mid cap companies may be riskier than investments in larger, more established companies. The securities of these companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small cap and mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.
Value-Oriented Investment Strategies Risk. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors, or those where the Adviser believes the aggregate present value of the company’s future cash flows is materially greater than that which the market is currently reflecting via the target company’s share price. Value investing is subject to the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive), value stocks generally may be out of favor in the markets.
Non-U.S. Securities Risk. The fund may invest in non-U.S. securities and U.S. securities of companies domiciled in non-U.S. countries that may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. These companies may be subject to additional risks, including political and economic risks, civil conflicts and war, greater volatility, expropriation and nationalization risks, currency fluctuations, regulatory risk, higher transaction costs, delayed settlement, possible non-U.S. controls on investments, and less stringent investor protection and disclosure standards of non-U.S. markets. In addition, the potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.
Foreign Tax Risk. The fund’s income from non-U.S. issuers may be subject to non-U.S. withholding taxes. The fund may also be subject to taxes on trading profits or on transfers of securities in some countries. To the extent foreign income taxes are paid by the fund, shareholders may not be entitled to a credit or deduction for U.S. tax purposes.
19
Currency Risk. Foreign securities usually are denominated and traded in foreign currencies, while the fund values its assets in U.S. dollars. The exchange rates between foreign currencies and the U.S. dollar fluctuate continuously. As a result, the values of the fund’s non-U.S. investments will be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar.
Derivatives Risk. Derivatives, such as options, may be riskier than other types of investments and may increase the volatility of the fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the fund’s original investment. Derivatives expose the fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, the fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so the fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. In addition, given their complexity, derivatives expose the fund to risks of mispricing or improper valuation. Certain of the fund’s transactions in derivatives could also affect the amount, timing and character of distributions to shareholders which may result in the fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the fund’s after-tax returns.
Options Risk. There are risks associated with buying and selling call and put options. If the fund buys a put or call option, the fund risks losing the entire premium invested in the option if the fund does not exercise the option. If the fund sells (writes) a put option, there is risk that the fund may be required to buy the underlying investment at a disadvantageous price. If the fund sells (writes) a covered call option, there is risk that the fund may be required to sell the underlying investment at a disadvantageous price. The fund will receive a premium from writing options, but the premium received may not be sufficient to offset any losses sustained from exercised options.
Covered Call Risk. The writer of a covered call option forgoes any profit from increases in the market value of the underlying security covering the call option above the sum of the premium and the strike price of the call but retains the risk of loss if the underlying security declines in value. The Fund will have no control over the exercise of the option by the option holder and may lose the benefit from any capital appreciation on the underlying security.
Fixed Income Risk. The fund may, from time to time, invest in fixed income securities. When the fund invests in fixed income securities, the value of your investment in the fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the fund, possibly causing the fund’s share price and total return to be reduced and fluctuate more than other types of investments.
High Yield Securities Risk. The fund may purchase fixed income securities rated below the investment grade category, also known as high yield securities or “junk bonds”. Securities in this rating category are speculative. Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.
MLP and MLP-Related Securities. Investments in MLPs and MLP-related securities involve risks different from those of investing in common stock including risks related to limited control and limited rights to vote on matters affecting the MLP or MLP-related security, risks related to potential conflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks (which could occur if the MLP raises capital and then invests it in projects whose return fails to exceed the cost of capital raised) and risks related to the general partner’s limited call right. MLPs and MLP-related securities are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns. Depending on the state of interest rates in general, the use of MLPs or MLP-related securities could enhance or harm the overall performance of the fund.
MLP Tax Risk. MLPs, typically, do not pay U.S. federal income tax at the partnership level. Instead, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. Thus, if any of the MLPs owned by the fund were treated as corporations for U.S. federal income tax purposes, it could result in a reduction of the value of your investment in the fund and lower income, as compared to an MLP that is not taxed as a corporation.
ADRs Risk. ADRs, which are typically issued by a bank, are certificates that evidence ownership of shares of a foreign company and are alternatives to purchasing foreign securities directly in their national markets and currencies. ADRs are subject to the same risks as direct investment in foreign companies and involve risks that are not found in investments in U.S. companies. Although an ADR is priced in the US dollar, movements in the exchange rate of the local currency versus the US dollar are automatically reflected in the price of the ADR in US dollars. Therefore, even if the price of the foreign security does not change on its market, if the exchange rate of the local currency relative to the US Dollar declines, the ADR price would decline by a similar measure.
20
Convertible Securities Risk. The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates.
Preferred Stock Risk. Preferred stocks may be more volatile than fixed income securities and are more correlated with the issuer’s underlying common stock than fixed income securities. Additionally, the dividend on a preferred stock may be changed or omitted by the issuer. While most preferred stocks pay a dividend, the fund may buy preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend.
Real Estate and REIT Risk. The fund’s investments in REITs are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying real estate interests. These risks include default, prepayments, changes in value resulting from changes in interest rates and demand for real and rental property, and the management skill and creditworthiness of REIT issuers. The fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the fund.
Corporate Bond Risk. The investment return of corporate bonds reflects interest earned on the security and changes in the market value of the security. The market value of a corporate bond may be affected by changes in interest rates, the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the marketplace. The market value of a corporate bond generally may be expected to rise and fall inversely with interest rates. The market value of intermediate and longer-term corporate bonds is generally more sensitive to changes in interest rates than is the market value of shorter-term corporate bonds. Corporate bonds are also subject to the credit risk of the issuer, as the issuer of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.
Credit Risk. There is a risk that issuers and counterparties will not make payments on securities and repurchase agreements held by the fund. Such default could result in losses to the fund. In addition, the credit quality of securities held by the fund may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of the fund. Lower credit quality also may affect liquidity and make it difficult for the fund to sell the security.
Interest Rate Risk. A principal risk of investing in the Fund is that the value of a fixed income portfolio will generally decrease when interest rates rise, which means the Fund’s net asset value (“NAV”) will likewise decrease. Generally, debt securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer-term securities being more sensitive than shorter- term securities. For example, the approximate percentage change in the price of a security with a two -year duration would be expected to drop by approximately 2% in response to a 1% increase in interest rates.
Rating Agency Risk. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities. In addition, a rating may become stale in that it fails to reflect changes to an issuer’s financial condition. Rating agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Sector Emphasis Risk. The fund, from time to time, may invest 25% or more of the fund’s assets in one or more sectors, subjecting the fund to sector emphasis risk. This is the risk that a fund is subject to a greater risk of loss as a result of adverse economic, business or other developments affecting a specific sector in which the fund has a focused position, than if its investments were diversified across a greater number of industry sectors. Some sectors have particular risks that may not affect other sectors.
U.S. Government Securities Risk. The Fund invests in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (such as Fannie Mae or Freddie Mac securities). Although U.S. government securities issued directly by the U.S. government are guaranteed by the U.S. Treasury, other U.S. government securities issued by an agency or instrumentality of the U.S. government may not be. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.
21
Years | Returns |
---|---|
2023 |
During
the period shown on the bar chart,
Inception Date of Class | One Year | Life of Fund | ||||
Class I | - | |||||
Return After Taxes on Distributions | - | |||||
Return After Taxes on Distributions and Sale of Fund Shares | - | |||||
Class A | - |
- | ||||
Russell 3000 Index | ||||||
50% Russell 3000 Index/50% Bloomberg U.S. Aggregate Bond Index |
The Russell 3000 Total Return Index is a capitalization-weighted stock market index, maintained by FTSE Russell, that seeks to be a benchmark of the entire U.S stock market. It measures the performance of the 3,000 largest publicly held companies incorporated in America as measured by total market capitalization and represents approximately 98% of the American public equity market.
The Bloomberg U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar denominated, fixed-rate taxable bond market. This includes Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities and collateralized mortgage-backed securities.
You
cannot invest directly in an index. Unlike mutual funds, an
22
Portfolio Management
Investment Adviser
VELA Investment Management, LLC
Portfolio Managers
The Adviser employs a team of portfolio managers who are jointly and primarily responsible for the day-to-day management of the fund. The portfolio managers are:
Jason Downey, CFA
Portfolio Manager
Since inception (March 2022)
Bobby Murphy, CFA, CPA
Portfolio Manager
Since inception (March 2022)
Nick Rinker, CFA
Portfolio Manager
Since inception (March 2022)
Shaun Steiger, CFA
Assistant Portfolio Manager
January 2024
Buying and Selling Fund Shares
Minimum Initial Investment
Class A: $1,000
Class I: $2,500
Minimum Subsequent Investment
Class A: None
Class I: None
To Place Orders
Regular
Mail: VELA Income Opportunities Fund c/o Ultimus Fund Solutions, LLC P.O. Box 541150 Omaha, NE 68154 1-833-399-1001 |
Overnight
Mail: VELA Income Opportunities Fund c/o Ultimus Fund Solutions, LLC 4221 N 203rd St, Suite 100 Elkhorn, NE 68022 1-833-399-1001 |
Transaction Policies
In general, you can buy or sell (redeem) shares of the fund by mail or phone on any business day. You can generally pay for shares by check or wire. You may be charged wire fees or other transaction fees; ask your financial professional. When selling shares, you will receive a check, unless you request a wire. You may also buy and sell shares through a financial professional.
Dividends, Capital Gains and Taxes
For U.S. federal income tax purposes, the fund’s distributions may be taxable as ordinary income, capital gains, qualified dividend income, or section 199A dividends, except when your investment is in an IRA, 401(k) or other qualified tax-advantaged investment plan. Withdrawals from such a tax-advantaged investment plan will be subject to special tax rules.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker- dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.
23
VELA SHORT DURATION FUND
Fund Summary
Class | A | I |
Ticker | VASDX | VESDX |
The primary investment objective of the VELA Short Duration Fund (“the Fund”) is to provide current income while the secondary objectives are protection of principal and competitive total return.
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the
tables and examples below.
Class A | Class I | |||
Maximum Sales Charge (Load) Imposed on Purchases as a % of Offering Price | ||||
Maximum Deferred Sales Charge (on redemptions in the first year as a percentage of the amount invested or the current value, whichever is less) |
Class A | Class I | |||
Management fees | ||||
Distribution (12b-1) fees | ||||
Other expenses (administrative fees) 1, 2 | ||||
Total annual fund operating expenses |
(1) |
(2) |
This
Example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds.
1 year | 3 years | |||
Class A | $ |
$ | ||
Class I | $ |
$ |
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the fund’s performance. Because the fund had not commenced investment operations, it does not have prior year portfolio turnover to report.
24
While the Adviser will maintain discretion as to the weighting of below-investment grade bonds included in the Fund at any point in time, the Adviser expects that under normal market conditions the overall weighted average credit rating of the Fund will be investment grade. Investment grade securities are those rated in the Baa3 or higher categories by Moody’s Investors Service, Inc. (“Moody’s”), or in the BBB- or higher categories by Standard & Poor’s Ratings Services, (“S&P”), or Fitch Ratings Ltd. (“Fitch”) or, if unrated, determined to be of comparable credit quality by the Adviser. Further, under normal market conditions, the Fund’s portfolio will maintain an average aggregate modified duration of between zero and three. Modified duration is a measure of a bond price’s sensitivity to a given change in interest rates. Generally, the longer the duration of a bond or portfolio of bonds, the greater the price sensitivity to changing interest rates. As an example, a bond with a modified duration of three is expected to experience a 3% drop in price for every 1% increase in interest rates; conversely, a 1% decline in interest rates is expected to lead to a 3% increase in the price of a bond with duration of three.
The Fund attempts to manage its interest rate risk through its management of dollar-weighted average modified duration of the securities in the Fund, as well as manage the overall risk of the Fund through credit analysis focused on company assets, free cash flow, earnings, economic prospects, and a company’s overall capital structure. The latter includes an understanding of types and maturities of debt, preferred equity, solvency and liquidity ratios, and other metrics and obligations of issuers of bonds held in the Fund.
Consistent with the goals of current income, capital preservation and competitive overall total return, the Adviser does not anticipate a high amount of turnover of Fund holdings. In most cases, the Adviser will purchase securities intending to hold them to maturity to achieve the outcome expected at the time of investment. However, the Adviser may elect to sell a security based on a similar analysis used prior to an initial investment – primarily, examining the creditworthiness of the issuer and valuation of the security, or to take advantage of what the Adviser believes are better investment opportunities, to raise cash for expenses or redemptions, or to reduce the Fund’s exposure to a particular issuer, industry, sector or other factor.
All
investments carry a certain amount of risk and the fund cannot guarantee that it
will achieve its investment objective.
Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, local, state, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the fund and its investments and could result in decreases to the fund’s net asset value. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.
Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual investment opportunity in which the fund invests may prove to be incorrect and there is no guarantee that individual investments will perform as anticipated. The value of an individual investment can be more volatile than the market as a whole, and the Adviser’s investment approach may fail to produce the intended results.
High Yield Securities Risk. The fund may purchase fixed income securities rated below the investment grade category, also known as high yield securities or “junk bonds”. Securities in this rating category are speculative. Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher-grade securities.
Interest Rate Risk. A principal risk of investing in the Fund is that the value of a fixed income portfolio will generally decrease when interest rates rise, which means the Fund’s net asset value (“NAV”) will likewise decrease. Generally, debt securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer-term securities being more sensitive than shorter- term securities. For example, the approximate percentage change in the price of a security with a two -year duration would be expected to drop by approximately 2% in response to a 1% increase in interest rates.
25
Corporate Bond Risk. The investment return of corporate bonds reflects interest earned on the security and changes in the market value of the security. The market value of a corporate bond may be affected by changes in interest rates, the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the marketplace. The market value of a corporate bond generally may be expected to rise and fall inversely with interest rates. The market value of intermediate and longer-term corporate bonds is generally more sensitive to changes in interest rates than is the market value of shorter-term corporate bonds. Corporate bonds are also subject to the credit risk of the issuer, as the issuer of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.
Mortgage-Backed and Asset-Backed Securities Risk. Mortgage-backed and other asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Rising interest rates tend to extend the duration of mortgage-backed securities, making them more sensitive to changes in interest rates, and may reduce the market value of the securities, and by extension, the value of the Fund’s portfolio. Mortgage-backed securities are also subject to pre-payment risk. Due to their often-complicated structures, various mortgage-backed and asset-backed securities may be difficult to value and may constitute illiquid securities. Furthermore, debtors may be entitled to the protection of a number of state and federal consumer protection credit laws with respect to these securities, which may give the debtor the right to avoid or reduce payment.
U.S. Government Securities Risk. The Fund invests in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (such as Fannie Mae or Freddie Mac securities). Although U.S. government securities issued directly by the U.S. government are guaranteed by the U.S. Treasury, other U.S. government securities issued by an agency or instrumentality of the U.S. government may not be. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.
Credit Risk. There is a risk that issuers and counterparties will not make payments on securities and repurchase agreements held by the fund. Such default could result in losses to the fund. In addition, the credit quality of securities held by the fund may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of the fund. Lower credit quality also may affect liquidity and make it difficult for the fund to sell the security.
Fixed Income Risk. The fund invests in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the fund’s fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the fund’s investments decrease.
Liquidity Risk. The fund may not be able to purchase or sell a security in a timely manner or at desired prices or achieve its desired weighting in a security. Liquidity risk may result from the lack of an active market or a reduced number and capacity of traditional market participants to make a market in fixed income securities, and may be magnified during times of market stress. The fund may not be able to meet the requests to redeem fund shares without significant dilution of remaining investors’ interest in the fund.
Prepayment Risk. The issuer of certain securities may repay principal in advance, especially when yields fall. Changes in the rate at which prepayments occur can affect the return on investment of these securities. When debt obligations are prepaid or when securities are called, the fund may have to reinvest in securities with a lower yield. The fund also may fail to recover additional amounts (i.e., premiums) paid for securities with higher coupons, resulting in an unexpected capital loss.
Securitized Products Risk. The fund may invest in various types of securitized products, including but not necessarily limited to asset-backed, mortgage-related, and mortgage-backed securities. In a scenario where investments are either prepaid or called, the fund may have to reinvest the proceeds in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss and/or a decrease in the amount of income and yield received by the fund. Further, in times of rising interest rates, securitized products can exhibit a lengthening of duration as fewer of the underlying holdings are prepaid early. If this were to occur, the fund may experience additional volatility because of a longer than anticipated duration. Finally, during periods of economic stress and/or challenging credit markets, these types of securities may decline in value, become illiquid or become difficult to value in cases where the specific securities owned by the fund cease to trade on the secondary market for a period of time.
Small Cap and Mid Cap Company Risk. Investments in small cap and mid cap companies may be riskier than investments in larger, more established companies. The securities of these companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, small cap and mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.
Rating Agency Risk. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities. In addition, a rating may become stale in that it fails to reflect changes to an issuer’s financial condition. Rating agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
26
Non-U.S. Securities Risk. The fund may invest in non-U.S. securities and U.S. securities of companies domiciled in non-U.S. countries that may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. These companies may be subject to additional risks, including political and economic risks, civil conflicts and war, greater volatility, expropriation and nationalization risks, currency fluctuations, regulatory risk, higher transaction costs, delayed settlement, possible non-U.S. controls on investments, and less stringent investor protection and disclosure standards of non-U.S. markets. In addition, the potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.
New Fund Risk. The fund is newly organized and has little or no operating history. While the Adviser has experience in investment-related activities, the Adviser has limited experience managing registered investment companies.
Portfolio Management
Investment Adviser
VELA Investment Management, LLC
Portfolio Manager
The portfolio manager who is primarily responsible for the day-to-day management of the fund is:
Nick Rinker, CFA
Portfolio Manager
Since inception (December 15, 2023)
Buying and Selling Fund Shares
Minimum Initial Investment
Class A: $1,000
Class I: $2,500
Minimum Subsequent Investment
Class A: None
Class I: None
To Place Orders
Regular
Mail: VELA Short Duration Fund c/o Ultimus Fund Solutions, LLC P.O. Box 541150 Omaha, NE 68154 1-833-399-1001 |
Overnight
Mail: VELA Short Duration Fund c/o Ultimus Fund Solutions, LLC 4221 N 203rd St, Suite 100 Elkhorn, NE 68022 1-833-399-1001 |
Transaction Policies
In general, you can buy or sell (redeem) shares of the fund by mail or phone on any business day. You can generally pay for shares by check or wire. You may be charged wire fees or other transaction fees; ask your financial professional. When selling shares, you will receive a check, unless you request a wire. You may also buy and sell shares through a financial professional.
Dividends, Capital Gains and Taxes
For U.S. federal income tax purposes, the fund’s distributions may be taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other qualified tax-advantaged investment plan. Withdrawals from such a tax-advantaged investment plan will be subject to special tax rules.
27
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker- dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.
28
FUND DETAILS
ADDITIONAL INFORMATION ABOUT PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL AND NON-PRINCIPAL RISKS
Other Investments
In addition to the principal investment strategies described above, each fund may, as non-principal investment strategies, invest in rights and warrants, other investment companies, exchange-traded funds (“ETFs”), S&P Depositary Receipts (“SPDRs”), Global Depositary Receipts (“GDRs”), and American Depositary Receipts (“ADRs”), as applicable.
VELA SMALL CAP FUND
The investment objective of the VELA Small Cap Fund is to provide long-term capital appreciation. The fund, under normal market conditions, invests at least 80% of its net assets in U.S. equity securities with small market capitalizations that the Adviser believes are undervalued. This is a non-fundamental investment policy that can be changed by the fund’s Board of Trustees upon 60 days’ prior notice to shareholders.
VELA LARGE CAP PLUS FUND
The investment objective of the VELA Large Cap Plus Fund is to provide long-term capital appreciation. The fund, under normal market conditions, invests at least 80% of its net assets in long and short positions in U.S. equity securities with large market capitalizations. This is a non-fundamental investment policy that can be changed by the fund’s Board of Trustees upon 60 days’ prior notice to shareholders.
The fund invests its assets in U.S. equity securities of companies with market capitalizations within the range of the market capitalizations for the Russell 1000 Index that the Adviser believes are undervalued and selling short U.S. equity securities with market capitalizations within the range of the market capitalizations for the Russell 1000 Index that the Adviser believes are overvalued or have worse prospects than other investment opportunities.
VELA INTERNATIONAL FUND
The investment objective of the VELA International Fund is to provide long-term capital appreciation. The fund, under normal market conditions, invests its assets primarily in non-U.S. equity securities of companies of any size (including small capitalization, mid capitalization and large capitalization companies) that the Adviser believes are undervalued. Under normal market conditions, the fund will invest at least 80% of its net assets in securities issued by companies (i) that are headquartered or have their principal place of business outside the U.S., (ii) whose primary trading markets are outside the U.S. or (iii) that have at least 50% of their assets in, or derive at least 50% of their total revenues or profits from, goods or services produced in or sales made in countries outside the U.S. This is a non-fundamental investment policy that can be changed by the fund’s Board of Trustees upon 60 days’ prior notice to shareholders.
VELA INCOME OPPORTUNITIES FUND
The investment objective of the VELA Income Opportunities Fund is to provide current income and long-term capital appreciation. The fund, under normal market conditions, invests at least 80% of its net assets in income producing securities. This is a non-fundamental investment policy that can be changed by the fund’s Board of Trustees upon 60 days’ prior notice to shareholders.
VELA SHORT DURATION FUND
The investment objective of the VELA Short Duration Fund is to provide current income while the secondary objectives are protection of principal and competitive total return. The fund, under normal market conditions, invests at least 80% of its assets in fixed income securities across a broad group of industries, geographies, and company market capitalizations. This is a non-fundamental investment policy that can be changed by the fund’s Board of Trustees upon 60 days’ prior notice to shareholders.
29
INVESTMENT RISKS
The principal (“P”) and non-principal (“NP”) risks associated with investing in the funds are described below. A certain risk may also be not applicable (“N/A”) to a particular fund. All of the principal risks listed below are significant to the applicable fund(s), regardless of the order in which they appear.
VELA Small Cap Fund |
VELA |
VELA |
VELA Income Opportunities Fund |
VELA Short Duration Fund | |
ADR Risk | NP | NP | NP | P | NP |
Convertible Securities Risk | NP | NP | NP | P | NP |
Corporate Bond Risk | NP | NP | NP | P | P |
Covered Call Risk | P | P | NP | P | NP |
Credit Risk | NP | NP | NP | P | P |
Currency Risk | NP | NP | P | P | NP |
Cybersecurity Risk | NP | NP | NP | NP | NP |
Derivatives Risk | P | P | NP | P | NP |
Emerging Market Risk | NP | NP | P | NP | NP |
Equity Market Risk | P | P | P | P | NP |
Fixed Income Risk | NP | NP | NP | P | P |
Foreign Tax Risk | NP | NP | P | P | NP |
General Risks | NP | NP | NP | NP | NP |
High Yield Securities Risk | NP | NP | NP | P | P |
Illiquid Securities Risk | NP | NP | P | NP | NP |
Interest Rate Risk | NP | NP | NP | P | P |
Investment Company and Exchange Traded Fund (“ETF”) Risk | NP | P | NP | NP | NP |
Large Cap Company Risk | P | P | P | P | NP |
Liquidity Risk | NP | NP | NP | NP | P |
Long-Short Strategy Risk | NP | P | NP | NP | N/A |
Management Risk | P | P | P | P | P |
Market Risk | P | P | P | P | P |
MLP and MLP-Related Securities | NP | P | NP | P | NP |
MLP Tax Risk | NP | P | NP | P | NP |
Mortgage-Backed and Asset-Backed Securities Risk | NP | NP | NP | NP | P |
New Fund Risk | N/A | N/A | N/A | N/A | P |
Non-U.S. Securities Risk | NP | NP | P | P | P |
Options Risk | P | P | NP | P | NP |
Preferred Stock Risk | NP | NP | NP | P | NP |
Prepayment Risk | NP | NP | NP | NP | P |
Rating Agency Risk | NP | NP | NP | P | P |
REIT Risk | NP | NP | NP | P | NP |
Redemption Risk | NP | NP | NP | NP | NP |
Securitized Products Risk | NP | NP | NP | NP | P |
Sector Emphasis Risk | P | P | NP | P | NP |
Short Sale Risk | NP | P | NP | NP | N/A |
Small Cap and Mid-Cap Company Risk | P | P | P | P | P |
U.S. Government Securities Risk | NP | NP | NP | P | P |
Value-Oriented Investment Strategies Risk | P | P | P | P | NP |
30
Principal Risks
ADRs Risk. This is a principal risk for the Income Opportunities Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund, and the Short Duration Fund. ADRs, which are typically issued by a bank, are certificates that evidence ownership of shares of a foreign company and are alternatives to purchasing foreign securities directly in their national markets and currencies. ADRs are subject to the same risks as direct investment in foreign companies and involve risks that are not found in investments in U.S. companies. Although an ADR is priced in the US dollar, movements in the exchange rate of the local currency versus the US dollar are automatically reflected in the price of the ADR in US dollars. Therefore, even if the price of the foreign security does not change on its market, if the exchange rate of the local currency relative to the US Dollar declines, the ADR price would decline by a similar measure.
Convertible Securities Risk. This is a principal risk for the Income Opportunities Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund, and the Short Duration Fund. Convertible securities are hybrid securities that have characteristics of both bonds and common stocks and are subject to fixed income security risks and conversion value-related equity risk. Convertible securities are similar to other fixed-income securities because they usually pay a fixed interest rate and are obligated to repay principal on a given date in the future. The market value of fixed-income securities tends to decline as interest rates increase. Convertible securities are particularly sensitive to changes in interest rates when their conversion to equity feature is small relative to the interest and principal value of the bond. Convertible issuers may not be able to make principal and interest payments on the bond as they become due. Convertible securities may also be subject to prepayment or redemption risk. If a convertible security is called for redemption, a fund will be required to surrender the security for redemption, convert it into the issuing company’s common stock or cash at a time that may be unfavorable to the fund. Convertible securities have characteristics similar to common stocks especially when their conversion value is greater than the interest and principal value of the bond. When a convertible security’s value is more closely tied to its conversion to stock feature, it is sensitive to the underlying stock’s price.
The value of certain convertible securities, such as preferred stocks, will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred stock will fail to make its dividend payments. Preferred stock prices tend to move more slowly upwards than common stock prices. In an issuer bankruptcy, preferred stock holders are subordinate to the claims of debtholders and may receive little or no recovery.
Synthetic convertible securities are derivative debt securities and are subject to the creditworthiness of the counterparty of the synthetic security. The value of a synthetic convertible security may decline substantially if the counterparty’s creditworthiness deteriorates. The value of a synthetic convertible security may also respond differently to market fluctuations than a convertible bond because a synthetic convertible is composed of two or more separate securities, each with its own market value.
Corporate Bond Risk. This is a principal risk for the Income Opportunities Fund and Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. The Income Opportunities Fund and the Short Duration Fund may invest in corporate bonds. The investment return of corporate bonds reflects interest earned on the security and changes in the market value of the security. The market value of a corporate bond may be affected by changes in interest rates, the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the marketplace. The market value of a corporate bond generally may be expected to rise and fall inversely with interest rates. The market value of intermediate and longer-term corporate bonds is generally more sensitive to changes in interest rates than is the market value of shorter-term corporate bonds. Corporate bonds are also subject to the credit risk of the issuer, as the issuer of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.
Covered Call Risk. This is a principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the Income Opportunities Fund and a non-principal risk for the International Fund, and Short Duration Fund. The writer of a covered call option forgoes any profit from increases in the market value of the underlying security covering the call option above the sum of the premium and the strike price of the call but retains the risk of loss if the underlying security declines in value. The Funds will have no control over the exercise of the option by the option holder and may lose the benefit from any capital appreciation on the underlying security. A number of factors may influence the option holder’s decision to exercise the option, including the value of the underlying security, price volatility, dividend yield and interest rates. To the extent that these factors increase the value of the call option, the option holder is more likely to exercise the option, which may negatively affect the Funds.
Credit Risk. This is a principal risk for the Income Opportunities Fund and Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. The Income Opportunities Fund and the Short Duration Fund are subject to the risk that an issuer may be unable to make principal and interest payments when due or that the price of the security changes due to a downgrade in the credit quality of the issuer. In such cases, the value of the Funds’ portfolio could fall. Corporate bonds are generally subject to higher levels of credit risk than government bonds.
31
Currency Risk. This is a principal risk for the International Fund and the Income Opportunities Fund, and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the Short Duration Fund. Foreign securities in which a fund invests usually are denominated and traded in foreign currencies, while the fund values its assets in U.S. dollars. The exchange rates between foreign currencies and the U.S. dollar fluctuate continuously. As a result, the values of a fund’s non-U.S. investments will be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar. For example, a fund may have a significant portion of its assets invested in securities denominated in a particular foreign currency, so the exchange rate between that currency and the U.S. dollar is likely to have a significant impact on the value of the fund’s investments. On occasion, a fund may (but is not required to) try to hedge against the risk of loss resulting from currency fluctuation. There can be no guarantee that any hedging activity will be undertaken or, if undertaken, will be successful. Hedging activity or use of forward foreign currency contracts may reduce the risk of loss from currency revaluations, but also may reduce or limit the opportunity for gain and involves counterparty risks, which is the risk that the contracting party will not fulfill its contractual obligation to deliver the currency contracted for at the agreed upon price to a fund.
Derivatives Risk. This is a principal risk for the Large Cap Plus Fund, the Small Cap Fund, and the Income Opportunities Fund, and a non-principal risk for the International Fund and the Short Duration Fund. Derivatives, including options, futures contracts, and forward contracts, may be riskier than other types of investments and may increase the volatility of a fund. Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed a fund’s original investment. Derivatives expose a fund to counterparty risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). If a counterparty fails to meet its contractual obligations, a fund may be unable to terminate or realize any gain on the investment or transaction, resulting in a loss to the fund. A fund may experience significant delays in obtaining any recovery in an insolvency, bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of any collateral posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances. If a fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Certain derivatives are synthetic instruments that attempt to replicate the performance of certain reference assets. With regard to such derivatives, a fund does not have a claim on the reference assets and is subject to enhanced counterparty risk. Derivatives may not perform as expected, so a fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. In addition, given their complexity, derivatives expose a fund to risks of mispricing or improper valuation. Certain of a fund’s transactions in derivatives could also affect the amount, timing and character of distributions to shareholders which may result in the fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the fund’s after-tax returns.
Emerging Markets Risk. This is a principal risk for the International Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, the Large Cap Plus Fund and the Short Duration Fund. Many of the risks with respect to non-U.S. investments are more pronounced for investments in issuers in developing or emerging market countries. Emerging market countries tend to have more government exchange controls, more volatile interest and currency exchange rates, less market regulation, and less developed economic, political and legal systems than those of more developed countries. In addition, emerging market countries may experience high levels of inflation and may have less liquid securities markets and less efficient trading and settlement systems. A fund’s investments in emerging market securities may also be subject to non-U.S. withholding and/or other taxes, which would decrease the fund’s yield on those securities.
Equity Market Risk. This is a principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund, and the Income Opportunities Fund and a non-principal risk for the Short Duration Fund. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the funds or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the types of securities in which the funds invest) may decline over short or extended periods of time. When the value of a fund’s securities goes down, your investment in the fund decreases in value.
Fixed Income Risk. This is a principal risk for the Income Opportunities Fund and the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. A fund may, from time to time, invest in fixed income securities. When a fund invests in fixed income securities, the value of your investment in the fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by a fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by a fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by a fund, possibly causing the fund’s share price and total return to be reduced and fluctuate more than other types of investments.
Foreign Tax Risk. This is a principal risk for the International Fund and the Income Opportunities Fund, and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund and the Short Duration Fund. A fund’s income from non-U.S. issuers may be subject to non-U.S. withholding taxes. A fund may also be subject to taxes on trading profits or on transfers of securities in some countries. To the extent foreign income taxes are paid by a fund, shareholders may not be entitled to a credit or deduction for U.S. tax purposes.
32
High Yield Securities Risk. This is a principal risk for the Income Opportunities Fund and the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. A fund may invest in below investment grade bonds, also known as high yield securities or “junk bonds”. High yield securities provide greater income and opportunity for gain but entail greater risk of loss of principal. High yield securities are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. These investments may be issued by companies that are highly leveraged, less creditworthy or financially distressed. Although these investments generally provide a higher yield than higher-rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses. The market for high yield securities is generally less active than the market for higher quality securities and the market price of these securities can change suddenly and unexpectedly. Based on measures such as dealer inventories and average trade size, the high yield market has become less liquid at the same time as it has grown markedly and become more concentrated under the control of the largest investors. During future periods of market stress, liquidity conditions in the high yield market may be even worse than prior periods of market stress.
Illiquid Securities Risk. This is a principal risk for the International Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund. the Large Cap Plus Fund and the Short Duration Fund. A fund may invest up to 15% of the value of its net assets in securities that are illiquid. An illiquid investment is any investment that cannot be disposed of in current market conditions within seven days in the normal course of business at approximately the amount at which it is valued by a fund and without significantly changing the value of the investment. The price a fund pays for illiquid securities or receives upon resale may be lower than the price paid or received for similar securities with a more liquid market. In addition, there may be no market or a limited market in which to sell illiquid securities.
Interest Rate Risk. This is a principal risk for the Income Opportunities Fund and the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. The value of the Income Opportunities Fund’s and the Short Duration Fund’s fixed income securities will generally decrease when interest rates rise which means the Funds’ value will likewise decrease. Generally, debt securities decrease in value if interest rates rise and increase in value if interest rates fall, with longer term securities being more sensitive than shorter-term securities. For example, the approximate percentage change in the price of a security with a two-year duration would be expected to drop by approximately 2% in response to a 1% increase in interest rates.
Investment Company and Exchange Traded Fund (“ETF”) Risk. This is a principal risk for the Large Cap Plus Fund and a non-principal risk for the Small Cap Fund, the Short Duration Fund, the International Fund, and the Income Opportunities Fund. A fund may invest in shares of other investment companies or ETFs. Shareholders will indirectly bear fees and expenses charged by the underlying investment companies in which a fund invests in addition to the fund’s direct fees and expenses. A fund also will incur brokerage costs when it buys ETFs. In addition, the funds will be subject to the risks associated with the investment company or ETF’s investments. The price movement of an ETF may not track the underlying index and may result in a loss. The ETF may trade at a price above (premium) or below (discount) their net asset value, especially during periods of significant volatility or stress, causing investors to pay significantly more or less than the value of the ETF’s underlying portfolio. Furthermore, investments in other funds could affect the timing, amount, and character of distributions to shareholders and therefore may increase the amount of taxes payable by investors in a fund.
Large Cap Company Risk. This is a principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund, and the Income Opportunities Fund and a non-principal risk for the Short Duration Fund. Returns on investments in securities of larger companies could trail the returns on investments in securities of smaller and mid-sized companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or to changes in business, product, financial, or other market conditions. Larger companies may not be able to maintain growth at the high rates that may be achieved by well-managed smaller and mid-sized companies.
Liquidity Risk. This is a principal risk for the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, the Large Cap Plus Fund, and the International Fund. Fixed income securities can have less liquidity than securities traded on an exchange, especially lower-quality securities or those securities that have certain restrictions on resale. In addition, the Short Duration Fund is subject to additional risks in that they may invest in high-yield/high-risk bonds (commonly referred to as “junk” bonds). These are bonds rated below investment grade by a Rating Agency or are unrated and determined to be of comparable quality by the Adviser and may include bonds that are already in default. Lower quality bonds may be more difficult or impossible to sell at the time and price that the Short Duration Fund would like, making the Short Duration Fund subject to greater levels of liquidity risk than other bond funds that do not invest in such securities. This could in turn negatively impact the value of the Short Duration Fund’s portfolio.
Long/Short Strategy Risk. This is a principal risk for the Large Cap Plus Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, and the International Fund. In situations where a fund takes a long position (i.e., owns a stock outright), the fund will lose money if the price of the stock declines. In situations where a fund takes a short position, the fund will lose money if the price of the stock increases. It is possible that a fund’s long and short positions will not perform as expected and losses on one type of position could more than offset gains on the other or that the fund will lose money on its long and short positions at the same time. To the extent a fund uses the proceeds from short positions to increase the fund’s long positions, the fund could experience greater losses if both positions decrease in value or if losses in the long position exceed any gains on the short position.
33
Management Risk. This is a principal risk for all funds. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which a fund invests may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated. The value of an individual company can be more volatile than the market as a whole, and the Adviser’s intrinsic value-oriented approach may fail to produce the intended results. In addition, for the Large Cap Plus Fund, there is no guarantee that the use of long and short positions will succeed in limiting the fund’s exposure to stock market movements, sector-swings or other risk factors. The strategy used by the fund involves complex securities transactions that involve risks different than direct equity investments.
Market Risk. This is a principal risk for all funds. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. In addition, local, state, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on a fund and its investments and could result in decreases to a fund’s net asset value.
Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’ reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on a fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and impact the ability to complete redemptions, all of which could affect fund performance. A health crisis may exacerbate other pre-existing political, social, and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.
MLP and MLP-Related Securities. This is a principal risk for the Large Cap Plus Fund and the Income Opportunities Fund and a non-principal risk for the Small Cap Fund, the International Fund and the Short Duration Fund. Investments in MLPs and MLP-related securities involve risks different from those of investing in common stock including risks related to limited control and limited rights to vote on matters affecting the MLP or MLP-related security, risks related to potential conflicts of interest between an MLP and the MLP’s general partner, cash flow risks, dilution risks (which could occur if the MLP raises capital and then invests it in projects whose return fails to exceed the cost of capital raised) and risks related to the general partner’s limited call right. MLPs and MLP-related securities are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns. Depending on the state of interest rates in general, the use of MLPs or MLP-related securities could enhance or harm the overall performance of a fund.
MLP Tax Risk. This is a principal risk for the Large Cap Plus Fund and the Income Opportunities Fund and a non-principal risk for the Small Cap Fund, the International Fund and the Short Duration Fund. MLPs, typically, do not pay U.S. federal income tax at the partnership level. Instead, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. Thus, if any of the MLPs owned by a fund were treated as corporations for U.S. federal income tax purposes, it could result in a reduction of the value of your investment in the fund and lower income, as compared to an MLP that is not taxed as a corporation.
Mortgage-Backed and Asset-Backed Securities Risk. This is a principal risk for the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, the Large Cap Plus Fund, and the International Fund. Mortgage-backed and other asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Rising interest rates tend to extend the duration of mortgage-backed securities, making them more sensitive to changes in interest rates, and may reduce the market value of the securities, and by extension, the value of the Short Duration Fund’s portfolio. Mortgage-backed securities are also subject to pre-payment risk. Due to their often-complicated structures, various mortgage-backed and asset-backed securities may be difficult to value and may constitute illiquid securities. Furthermore, debtors may be entitled to the protection of a number of state and federal consumer protection credit laws with respect to these securities, which may give the debtor the right to avoid or reduce payment.
New Fund Risk. This is a principal risk for the Short Duration Fund. The Short Duration Fund commenced operations on December 15, 2023 and has a limited operating history. While the Adviser has experience in investment-related activities, the Adviser did not manage a registered investment company prior to the commencement of operations of the funds.
34
Non-U.S. Securities Risk. This is a principal risk for the International Fund, the Income Opportunities Fund, and the Short Duration Fund, and a non-principal risk for the Small Cap Fund and the Large Cap Plus Fund. Investing in non-U.S. securities (including depositary receipts) involves special risks in addition to those of U.S. investments. These risks include political and economic risks, civil conflicts and war, greater market volatility, expropriation and nationalization risks, currency fluctuations, higher transaction costs, delayed settlement, possible non-U.S. controls on investment, and less stringent investor protection and disclosure standards of non-U.S. markets. The securities markets of many non-U.S. countries are relatively small, with a limited number of companies representing a small number of industries. If non-U.S. securities are denominated and traded in a non-U.S. currency, the value of a fund’s non-U.S. holdings can be affected by currency exchange rates and exchange control regulations. In certain markets where securities and other instruments are not traded “delivery versus payment,” a fund may not receive timely payment for securities or other instruments it has delivered and may be subject to increased risk that the counterparty will fail to make payments when due or default completely. Events and evolving conditions in certain economies or markets may alter the risks associated with investments tied to countries or regions that historically were perceived as comparatively stable becoming riskier and more volatile. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on asset valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation in such markets. This may adversely impact fund performance. A fund’s investments in non-U.S. securities may also be subject to non-U.S. withholding and/or other taxes, which would decrease the fund’s yield on those securities.
Options Risk. This is a principal risk for the Small Cap Fund, the Income Opportunities Fund, and the Large Cap Plus Fund and a non-principal risk for the International Fund and the Short Duration Fund. There are risks associated with buying and selling call and put options. If a fund buys a put or call option, the fund risks losing the entire premium invested in the option if the fund does not exercise the option. If a fund sells (writes) a put option, there is risk that the fund may be required to buy the underlying investment at a disadvantageous price. If a fund sells (writes) a covered call option, there is risk that the fund may be required to sell the underlying investment at a disadvantageous price. A fund will receive a premium from writing options, but the premium received may not be sufficient to offset any losses sustained from exercised options.
Preferred Stock Risk. This is a principal risk for the Income Opportunities Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund and the Short Duration Fund. Preferred stocks may be more volatile than fixed income securities and are more correlated with the issuer’s underlying common stock than fixed income securities. Additionally, the dividend on a preferred stock may be changed or omitted by the issuer. While most preferred stocks pay a dividend, a fund may buy preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend.
Prepayment Risk. This is a principal risk for the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, the Large Cap Plus Fund, and the International Fund. A general decline in interest rates may result in prepayments of certain obligations within the Short Duration Fund’s portfolio. These prepayments may require reinvestments at a lower rate of return. This may reduce the value of the security or the security may not appreciate in value as rapidly as securities that cannot be prepaid.
Rating Agency Risk. This is a principal risk for the Income Opportunities Fund and the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities. In addition, a rating may become stale in that it fails to reflect changes to an issuer’s financial condition. Ratings represent the rating agency’s opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
REIT Risk. This is a principal risk for the Income Opportunities Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund and the Short Duration Fund. A fund is subject to the risks of the real estate market as a whole, such as taxation, regulations and economic and political factors that negatively impact the real estate market and the direct ownership of real estate. These may include decreases in real estate values, overbuilding, rising operating costs, interest rates and property taxes. In addition, some real estate related investments are not fully diversified and are subject to the risks associated with financing a limited number of projects. Investing in REITs involves certain unique risks in addition to those associated with the real estate sector generally. REITs whose underlying properties are concentrated in a particular industry or region are also subject to risks affecting such industries and regions. REITs (especially mortgage REITs) are also subject to interest rate risks. By investing in REITs through a fund, a shareholder will bear expenses of the REITs in addition to fund expenses. An entity that fails to qualify as a REIT would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to its shareholders the character of income earned by the entity. REITs are heavily dependent upon the management team and are subject to heavy cash flow dependency, defaults by borrowers and self-liquidation.
Sector Emphasis Risk. This is a principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the Income Opportunities Fund, and a non-principal risk for the International Fund and Short Duration Fund. The fund, from time to time, may invest 25% or more of the fund’s assets in one or more sectors, subjecting the fund to sector emphasis risk. This is the risk that a fund is subject to a greater risk of loss as a result of adverse economic, business or other developments affecting a specific sector in which the fund has a focused position, than if its investments were diversified across a greater number of industry sectors. Some sectors have particular risks that may not affect other sectors.
35
Securitized Products Risk This is a principal risk for the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, the Large Cap Plus Fund, and the International Fund. The Short Duration Fund may invest in various types of securitized products, including but not necessarily limited to asset-backed, mortgage-related, and mortgage-backed securities. In a scenario where investments are either prepaid or called, the Short Duration Fund may have to reinvest the proceeds in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss and/or a decrease in the amount of income and yield received by the Short Duration Fund. Further, in times of rising interest rates, securitized products can exhibit a lengthening of duration as fewer of the underlying holdings are prepaid early. If this were to occur, the fund may experience additional volatility because of a longer than anticipated duration. Finally, during periods of economic stress and/or challenging credit markets, these types of securities may decline in value, become illiquid or become difficult to value in cases where the specific securities owned by the Short Duration Fund cease to trade on the secondary market for a period of time.
Short Sale Risk. This is a principal risk for the Large Cap Plus Fund and a non-principal risk for the Small Cap Fund, the Income Opportunities Fund, and the International Fund. When the Adviser believes that a security is overvalued, it may sell the security short and borrow the same security from a broker or other institution to complete the sale. If the price of the security decreases in value, a fund may make a profit and, conversely, if the security increases in value, a fund will incur a loss because it will have to replace the borrowed security by purchasing it at a higher price. There can be no assurance that a fund will be able to close out the short position at any particular time or at an acceptable price. Although a fund’s gain is limited to the amount at which it sold a security short, its potential loss is not limited. A lender may request that the borrowed securities be returned on short notice; if that occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur. This means that a fund might be compelled, at the most disadvantageous time, to replace borrowed securities previously sold short, with purchases on the open market at prices significantly greater than those at which the securities were sold short.
At any time that a fund has an open short sale position, the fund is required to segregate with its custodian (and to maintain such amount until the fund replaces the borrowed security) an amount of cash or U.S. Government securities or other liquid securities equal to the difference between (i) the current market value of the securities sold short and (ii) any cash or U.S. Government securities required to be deposited with the broker in connection with the short sale (not including the proceeds from the short sale). As a result of these requirements, a fund will not gain any leverage merely by selling short, except to the extent that it earns interest on the immobilized cash or government securities while also being subject to the possibility of gain or loss from the securities sold short. However, depending on arrangements made with the broker or custodian, a fund may not receive any payments (including interest) on the deposits made with the broker or custodian. These deposits do not have the effect of limiting the amount of money a fund may lose on a short sale — a fund’s possible losses may exceed the total amount of deposits.
A fund will not make a short sale if, immediately before the transaction, the market value of all securities sold short exceeds 40% of the value of the fund’s net assets.
The amount of any gain will be decreased, and the amount of any loss increased by any premium or interest the fund may be required to pay in connection with a short sale. It should be noted that possible losses from short sales differ from those that could arise from a cash investment in a security in that the former may be limitless while the latter can only equal the total amount of the fund’s investment in the security. For example, if a fund buys a $10 security, the most that can be lost is $10. However, if a fund sells a $10 security short, it may have to purchase the security for return to the lender when the market value is $50, thereby incurring a loss of $40. As the Adviser adjusts the composition of the portfolio to deal with the risk discussed above, a fund may have a high portfolio turnover rate. Increased portfolio turnover may result in higher costs for brokerage commissions, dealer mark-ups and other transaction costs and may also result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in a fund’s performance. In addition, because of the asset segregation requirement, a fund may be required to liquidate other portfolio securities that it otherwise might not have sold in order to meet its obligations, such as paying for redemptions of fund shares.
Small Cap and Mid-Cap Company Risk. This is a principal risk for all Funds. Investments in smaller companies involve greater risks than investments in larger, more established companies. Historically, smaller company securities have been more volatile in price than larger company securities, especially over the short term. Among the reasons for the greater price volatility are the less-than-certain growth prospects of small and medium capitalization companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of smaller companies to changing economic conditions. In addition, less frequent trading, with smaller volume than larger capitalization companies, may make it difficult for the funds to buy and sell shares of smaller companies. Also, the market price for smaller and medium capitalization companies tends to rise more in response to demand and fall more in response to selling pressure than is the case with larger capitalization companies. Further, smaller companies may lack depth of management, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets are not yet established and may never become established. Smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have a floating interest rate.
U.S. Government Securities Risk. This is a principal risk for the Income Opportunities Fund and the Short Duration Fund and a non-principal risk for the Small Cap Fund, the Large Cap Plus Fund, and the International Fund. The Short Duration Fund may invest in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (such as Fannie Mae or Freddie Mac securities). Although U.S. government securities issued directly by the U.S. government are guaranteed by the U.S. Treasury, other U.S. government securities issued by an agency or instrumentality of the U.S. government may not be. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.
36
Value-Oriented Investment Strategies Risk. This is a principal risk for the Small Cap Fund, the Large Cap Plus Fund, the International Fund, and the Income Opportunities Fund and a non-principal risk for the Short Duration Fund. Value stocks are those that are believed to be undervalued in comparison to their peers due to adverse business developments or other factors, or those where the Adviser believes the aggregate present value of the company’s future cash flows is materially greater than that which the market is currently reflecting via the target company’s share price. Value investing carries the risk that the market will not recognize a security’s inherent value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. In addition, during some periods (which may be extensive) value stocks generally may be out of favor in the markets. Therefore, the funds are most suitable for long-term investors who are willing to hold their shares for extended periods of time through market fluctuations and the accompanying changes in share prices.
Non-Principal Risks for all Funds
Cybersecurity Risk. The computer systems, networks and devices used by the funds and their service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections used by the funds and their service providers, systems, networks, or devices potentially can be breached due to both intentional and unintentional events. The funds and their shareholders could be negatively affected as a result of a cybersecurity breach.
Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the funds’ business operations, potentially resulting in financial losses; interference with the funds’ ability to calculate their NAVs; impediments to trading; the inability of the funds, the Adviser, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information.
Similar adverse consequences could result from cybersecurity breaches 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 (including financial intermediaries and service providers for the funds’ shareholders); and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Neither the funds or the Adviser control the cybersecurity systems of issuers or third-party service providers.
General Risks. All mutual funds carry a certain amount of risk. You may lose money on your investment in the funds. The funds are subject to management risk because they are actively managed funds. The funds may not achieve their objective if the Adviser’s expectations about particular securities or markets are not met.
Redemption Risk. The funds could experience a loss when selling securities to meet redemption requests by shareholders if the redemption requests are unusually large or frequent or if a large shareholder redeems a significant portion of its account, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities a fund wishes to or is required to sell are illiquid.
Temporary Strategies
From time to time, each fund may take temporary defensive positions that are inconsistent with the fund’s principal investment strategies, in attempting to respond to adverse market, economic, political, or other conditions. During these times, the fund may invest up to 100% of its assets in cash and cash equivalents. For example, a fund may hold all or a portion of its assets in money market instruments (high quality income securities with maturities of less than one year), securities of money market funds or U.S. Government repurchase agreements. A fund may also invest in such investments at any time to maintain liquidity or pending selection of investments in accordance with its policies. These investments may prevent a fund from achieving its investment objective. If a fund buys securities of money market funds, the shareholders of the fund will be subject to duplicative management fees and other expenses.
PORTFOLIO HOLDINGS DISCLOSURE
No later than 60 days after the end of each month, each fund will post on the funds’ web site, www.velafunds.com, a complete schedule of its portfolio holdings as of the last day of that month. In addition to this monthly disclosure, each fund may also make publicly available its portfolio holdings at other dates as may be decided from time to time.
Shareholders may request portfolio holdings schedules at no charge by calling 1-833-399-1001. A description of the funds’ policies and procedures with respect to the disclosure of the funds’ portfolio holdings is available in the SAI.
37
MANAGEMENT OF THE FUNDS
VELA Investment Management, LLC (the “Adviser”), 220 Market Street, Suite 208, New Albany, Ohio 43054, manages the day-to-day investment decisions of the funds and continuously reviews, supervises and administers the funds’ investment programs. The Adviser provides advisory services to individuals, high-net-worth individuals, charitable organizations, corporations and business entities. The Adviser’s research analysts and portfolio managers average over 20 years of experience investing in individual securities. The Advisor was formed in November 2019. As of September 30, 2023, the Adviser managed approximately $351.97 million in assets.
Pursuant to the Second Amended and Restated Investment Advisory Agreement, dated as of October 1, 2022, as amended, (the “Advisory Agreement”) between the Adviser and the funds, the Adviser, subject to the supervision of the Board and in conformity with the stated objective and policies of each fund, manages both the investment operations of the funds and the composition of the funds’ portfolios, including the purchase, retention and disposition of securities. In connection therewith, the Adviser is bound to keep certain books and records of the funds. The services of the Adviser are not exclusive under the terms of the Advisory Agreement and the Adviser is free to, and does, render management services to others.
Pursuant to the Advisory Agreement, as of October 1, 2023, the Adviser charges a management fee and an administrative fee, which is designed to pay substantially all the funds’ expenses and to compensate the Adviser for providing services for the funds, as set forth below:
Fund |
Management Fee Percentage of Average Daily Assets |
Administrative Fee Percentage of Average Daily Assets |
Small Cap Fund | 0.75% | 0.39% |
Large Cap Plus Fund | 0.75% | 0.39% |
International Fund | 0.75% | 0.39% |
Income Opportunities Fund | 0.50% | 0.39% |
Short Duration Fund | 0.30% | 0.39% |
Prior to October 1, 2023, the Adviser charged an administrative fee, as set forth below:
Fund | Percentage of Average Daily Assets |
Small Cap Fund | 0.42% |
Large Cap Plus Fund | 0.42% |
International Fund | 0.42% |
Income Opportunities Fund | 0.42% |
Short Duration Fund | N/A* |
* | The VELA Short Duration Fund commenced operations on December 15, 2023. |
Out of the administrative fee, the Adviser pays substantially all expenses of each fund, including all organizational, offering and operating expenses (other than expenses specifically assumed by a fund) of the fund, including the compensation and expenses of any employees of the fund and of any other persons rendering any services to the fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by such fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws; insurance expenses; fees and expenses of the custodian, transfer agent, dividend and dispersing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of such fund; fees and expenses payable to third parties including but not limited to retirement plan service providers, broker-dealers, bank trust departments, financial advisors, and other financial intermediaries, for shareholder servicing, sub-accounting, sub-transfer agency, and related administrative recordkeeping services performed by such entities in connection with their customers who are investors in a fund; expenses, including clerical expenses, of issue, sale redemption or repurchase of shares of the fund; fees and expenses of the non-interested trustees; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the fund’s current shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; and all other operating expenses not specifically assumed by the fund.
Each fund is required to pay the management fee; brokerage and other expenses of executing fund transactions; taxes or governmental fees; costs of borrowing (such as interest charges and dividend expenses on securities sold short); litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the fund’s business. Each fund will pay all expenses, if any, which may be incurred pursuant to the fund’s Rule 12b-1 Distribution Plan.
The Board of Trustees, the shareholders of a fund or the Adviser may terminate the Advisory Agreement upon sixty (60) days’ written notice.
Disclosure of the basis for the Board’s approval of the Advisory Agreement is available in the funds’ Annual Report for the period ended September 30, 2023.
38
Portfolio Managers
Fund | Portfolio Manager |
Small Cap Fund | |
Roderick Dillon, CFA | |
Jeannette Hubbard, CFA | |
Brian Hilderbrand, CFA | |
Large Cap Plus Fund | |
Roderick Dillon, CFA | |
Kyle Schneider, CFA | |
International Fund | |
Robert Sharpe | |
Income Opportunities Fund | |
Jason Downey, CFA | |
Bobby Murphy, CFA | |
Nick Rinker, CFA | |
Shaun Steiger, CFA | |
Short Duration Fund | |
Nick Rinker, CFA |
The Portfolio Managers (“PMs”) hold ultimate responsibility and accountability for the investment results of the portfolios and have full authority to make all investment decisions.
Roderick Dillon, CFA
Co-Founder, CEO, CIO & Portfolio Manager
Mr. Dillon is one of the founders of the Adviser and has served as CEO, CIO & Co-Portfolio Manager of the Adviser since November 2019. Early in his career, Mr. Dillon was a Portfolio Manager at Loomis, Sayles & Company. In the 1990s, Mr. Dillon founded Dillon Capital Management, where he served as President and Chief Investment Officer until the company was acquired by Loomis, Sayles & Company, where he returned to work as a Portfolio Manager until 2000. In May 2000, Mr. Dillon founded Diamond Hill Capital Management, where he served as CEO and Portfolio Manager on their Small Cap and Long-Short Strategies. Mr. Dillon retired from Diamond Hill Capital Management in 2018.
Mr. Dillon holds the Chartered Financial Analyst (CFA) designation. He received an MBA from the University of Dayton, as well as a M.A. in Finance and a B.S. in Business Administration from The Ohio State University.
Jeannette Hubbard, CFA
Research Analyst & Portfolio Manager
Ms. Hubbard is a Research Analyst and Co-Portfolio Manager of the Small Cap Strategy. Ms. Hubbard joined the Adviser in 2020. Prior to joining the Adviser, Ms. Hubbard served as a Research Analyst and Assistant Portfolio Manager of the Small-Mid Cap and Mid Cap Strategies at Diamond Hill Capital Management, having joined the firm in 2007. Ms. Hubbard has industry experience since 1996, including positions with ABN/AMRO LaSalle Bank and Avondale Partners.
Ms. Hubbard holds the Chartered Financial Analyst (CFA) designation, a M.A. in International Economic Development Policy from Stanford University, and a B.A. in English from the University of Colorado.
Brian Hilderbrand, CFA
Research Analyst & Assistant Portfolio Manager
Mr. Hilderbrand is a Research Analyst and Assistant Portfolio Manager of the Small Cap Strategy. Mr. Hilderbrand joined the Adviser in 2021. Prior to joining the Adviser, he was a Research Analyst at Diamond Hill Capital Management, covering restaurants, recreation, and managed care. Mr. Hilderbrand has industry experience since 2005, including Investment Analyst roles at Homrich Berg and LCG Associates.
Mr. Hilderbrand holds the Chartered Financial Analyst (CFA) designation, an MBA from London Business School, and a B.B.A. in Finance from University of Georgia (magna cum laude).
Kyle Schneider, CFA
Research Analyst & Portfolio Manager
Mr. Schneider is a Research Analyst and Co-Portfolio Manager of the Large Cap Plus Strategy. Mr. Schneider joined the Adviser in 2020. Prior to joining the Adviser, Mr. Schneider was a Research Analyst at Diamond Hill Capital Management covering healthcare, having joined the firm in 2011. Mr. Schneider has industry experience since 2007, including various roles at Citigroup.
39
Mr. Schneider holds the Chartered Financial Analyst (CFA) designation, an MBA from the University of Chicago, where he graduated as a Wallman Scholar with High Honors, and a B.S. in Finance from The Ohio State University.
Robert Sharpe
Research Analyst & Portfolio Manager
Mr. Sharpe is a Research Analyst and Portfolio Manager of the International Strategy. Mr. Sharpe joined the Adviser in 2020. From 2013 to 2018, Mr. Sharpe served as a Partner, Vice President, and Portfolio Manager of the International Value Fund at Heartland Advisors, Inc. and from 2018 to 2020 he was a private investor. Mr. Sharpe has industry experience since 1984, including Capital Group and STRS Ohio, where he held multiple roles with his final position being Portfolio Manager and Director of International Investments.
Mr. Sharpe received a B.A. in Economics from Williams College.
Jason Downey, CFA
Portfolio Manager & Research Analyst
Mr. Downey is Co-Portfolio Manager of the Income Opportunities Strategy and a Research Analyst. Prior to joining VELA, he served as Co-Portfolio Manager of the Long-Short Strategy at Diamond Hill Capital Management. Mr. Downey held various positions at Diamond Hill, including Research Analyst, Co-Director of Research, and Sector Leader of the Industrials, Materials, Energy and Transportation Team. Mr. Downey has industry experience since 2002.
Mr. Downey holds the Chartered Financial Analyst (CFA) designation and received a B.A. in Economics and History from Ohio Wesleyan University.
Bobby Murphy, CFA, CPA
Portfolio Manager & Research Analyst, Director of Research
Mr. Murphy is Co-Portfolio Manager of the Income Opportunities Strategy and a Research Analyst, in addition to serving as Director of Research. Prior to joining VELA, he served as a Research Analyst at Diamond Hill Capital Management covering the chemicals, paper, and packaging sectors. Mr. Murphy has industry experience since 2007, including positions at Nationwide Insurance and Wachovia Bank.
Mr. Murphy holds the Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA) designations. He received a Master of Accounting from The Ohio State University and a B.S. in Business Administration from University of North Carolina at Chapel Hill.
Nick Rinker, CFA
Portfolio Manager & Research Analyst
Mr. Rinker is a Co-Portfolio Manager of the Income Opportunities Strategy, a Portfolio Manager of the Short Duration Fund, and a Research Analyst. Prior to joining VELA, he served as Director of Investments at G2 Capital Management, an investment advisory and wealth management firm. Mr. Rinker has industry experience since 2006, including roles at Stadion Capital, Red Capital Group, American Capital Strategies and Deloitte & Touche LLP.
Mr. Rinker holds the Chartered Financial Analyst (CFA) designation. He received a B.S.B.A. in Accounting (Finance concentration) with a minor in Mathematics from the University of Richmond.
Shaun Steiger, CFA
Assistant Portfolio Manager & Research Analyst, Options Specialist
Mr. Steiger is Assistant Portfolio Manager of the Income Opportunities Strategy and a Research Analyst. Prior to joining VELA, he was a Trade Desk Associate at Diamond Hill Capital Management. Mr. Steiger also has experience as a Senior Equity Analyst with J.P. Morgan Chase Bank, and as a Property Accountant with Washington Prime Group.
Mr. Steiger holds the Chartered Financial Analyst (CFA) designation and received a B.S. in Business Administration, Finance from The Ohio State University.
The SAI provides more information about the PMs’ compensation, other accounts managed by the PMs and their ownership of shares of the funds.
The Administrator, Transfer Agent and Fund Accounting Agent
Ultimus
Fund Solutions, LLC (“Ultimus” or the “Transfer Agent”), located at 225 Pictoria
Drive, Suite 450, Cincinnati, Ohio 45246, serves as the funds’ administrator,
transfer agent and fund accounting agent. Services provided by Ultimus include
(i) obtaining valuations, calculating NAVs and performing other accounting, tax
and financial services, (ii) recordkeeping, (iii) regulatory reporting services,
(iv) processing shareholder account transactions and disbursing dividends
and other distributions, and (v) administering custodial and other third party
service provider contracts on behalf of the funds.
40
The Distributor
Ultimus Fund Distributors, LLC (the “Distributor”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, is the funds’ principal underwriter and serves as the exclusive agent for the distribution of the funds’ shares. The Distributor may sell the funds’ shares to or through qualified securities dealers or other approved entities.
The SAI has more detailed information about the Adviser and other service providers to the funds.
YOUR ACCOUNT
PRICING YOUR SHARES
When you buy and sell shares of a fund, the price of the shares is based on the fund’s net asset value per share (NAV) next determined after the order is received. The NAV is calculated at the close of trading (normally 4:00 p.m., Eastern time) on each day the New York Stock Exchange (“NYSE”) is open for business (“open business day”). Should the NYSE experience an unexpected market closure or restriction on trading during or on what is expected to be an open business day, the fund will make a determination whether to calculate the NAV at the times as described above (and value the securities as described below in this Prospectus and in the Statement of Additional Information) or to suspend the determination of the NAV based on available information at the time of or during the unexpected closure or restriction on trading. Purchase requests received by the fund or an authorized agent of the fund after the NYSE closes, or on a day on which the NYSE is not open for trading, will be effective on the next open business day thereafter on which the NYSE is open for trading, and the offering price will be based on the fund’s NAV at the close of trading on that day. A separate NAV is calculated for each share class of a fund. The NAV for a class is calculated by dividing the value of the fund’s total assets (including interest and dividends accrued but not yet received), allocable to that class, minus liabilities (including accrued expenses) allocable to that class, by the total number of that class’ shares outstanding. The market value of a fund’s investments is decided primarily on the basis of readily available market quotations.
If market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before the fund’s NAV is calculated, that security may be valued, by the Adviser as the Valuation Designee appointed by the Board, at its fair value in accordance with policies and procedures adopted by the fund’s Board of Trustees. Without a fair value price, short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. To the extent that a fund invests in securities that are primarily listed on non-U.S. exchanges or other markets that trade on weekends or other days when a fund is closed, the value of a fund’s shares may change on days when you will not be able to purchase or redeem your shares. In addition, securities trading on non-U.S. markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the non-U.S. market, but prior to the close of the U.S. market. Fair valuation of the fund’s portfolio securities can serve to reduce arbitrage opportunities available to short term traders, but there is no assurance that fair value pricing policies will prevent dilution of the fund’s NAV by short term traders. 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.
If you purchase shares of any of the funds through a Processing Organization, as discussed below, it is the responsibility of the authorized agent to transmit properly completed purchase orders so that they will be received timely by the Trust. Any change in price due to the failure of the Trust to receive an order timely must be settled between the investor and the authorized agent placing the order.
HOW TO PURCHASE SHARES
Shares of the funds have not been registered for sale outside of the United States and the funds are generally only available to residents in the United States with a valid tax identification number. This Prospectus in not intended for distribution to prospective investors outside of the United States. The funds generally do not market or sell shares to investors domiciled outside of the United States, even if the investors are citizens or lawful permanent residents of the United States. All share classes may not be available for purchase in all states.
The following table summarizes different features and eligibility requirements of each Class of the funds.
41
Choosing a Share Class
Eligibility | Class A | Class I | ||
May be purchased by the general public | ✓ | |||
May be purchased by institutional investors, such as corporations, pension, profit sharing, or defined contribution plans, non-profit organizations, charitable trusts, foundations, and endowments | ✓ | ✓ | ||
May be purchased by individual investors, through financial intermediaries that have entered into agreements with VELA Funds or its agents | ✓ | ✓ | ||
May be purchased by Trustees, Directors, and employees of VELA Funds and their immediate family members | ✓ | ✓ | ||
Initial Investment Minimum | $1,000 | $2,500 | ||
May be waived for corporate sponsored, participant directed group retirement accounts | ✓ | ✓ | ||
May be waived for investors who purchased shares through financial intermediaries that have entered into agreements with VELA Funds or its agents | ✓ | ✓ | ||
May be waived in other circumstances in the funds’ discretion, including for existing clients of the Adviser | ✓ | ✓ | ||
Additional Compensation to Financial Intermediaries Permitted | ✓ | ✓ |
Financial Intermediaries
Financial intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the fund, and certain financial intermediaries may charge their customers transaction or other fees. Certain share classes may not be available through all financial intermediaries. The fund or Adviser may pay service and/or distribution fees to these entities for services they provide to Class A and Class I shareholders.
Class A shares are available to the general public. Class A shares may also be purchased through financial intermediaries that have entered into agreements with VELA Funds or its agents. Financial intermediaries may include financial advisors, investment advisors, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrations or any other organization authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers.
Class A shares are only available for purchase into accounts that have a broker of record. If an investor buys Class A shares directly from the funds without a broker of record listed on the account, the funds will treat this request as a purchase of Class A shares at NAV if the investor qualifies for a sales charge waiver. See “Sales Charge Waivers” below.
Class I shares are available for purchase by institutional investors such as corporations, pension and profit sharing or defined contribution plans, non-profit organizations, charitable trusts, foundations, and endowments. Class I shares may also be purchased through financial intermediaries that have entered into agreements with VELA Funds or its agents. Financial intermediaries may include financial advisors, investment advisors, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrations or any other organization authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers.
Class I shares may also be purchased by officers, trustees, directors and employees, and their immediate family members (i.e., spouses, children, grandchildren, parents, grandparents and any dependent of the person, as defined in Section 152 of the Internal Revenue Code of 1986, as amended (the “Code”)), of VELA Funds and its subsidiaries and affiliates.
42
Minimum Initial Investment amount for Class A and Class I shares is $1,000 and $2,500, respectively.
● | The funds may waive the investment minimums for corporate participant directed retirement accounts (such as 401(k) accounts). |
● | The funds may waive the initial investment minimums for Class A and I shares purchased through financial intermediaries that have entered into a written agreement with the funds or its Agents. |
● | The funds may waive the investment minimums in other circumstances in their discretion, including for existing clients of the Adviser. |
All investments and exchanges are subject to approval by a fund and the fund reserves the right to reject any purchase or exchange of shares at any time. The funds request advance notification of investments in excess of 5% of the current net assets of the fund. All classes of the funds may not be available in every state.
Minimum Subsequent Investment amount for Class A and Class I shares is $0.
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. What this means for you: When you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents. If we do not receive these required pieces of information, there may be a delay in processing your investment request, which could subject your investment to market risk. If we are unable to immediately verify your identity, the fund may restrict further investment until your identity is verified. If we are unable to verify your identity, the fund reserves the right to close your account without notice and return your investment to you at the NAV determined on the day in which your account is closed. If we close your account because we are unable to verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.
Fund Supermarkets and Clearing Organizations
You may purchase shares of a fund through a fund supermarket or clearing organization, which is a broker-dealer, bank or other financial institution that purchases shares for its customers (“Processing Organization”). The funds have authorized certain Processing Organizations to receive purchase and sale orders on their behalf. Before investing in the funds through a Processing Organization, you should read carefully any materials provided by the Processing Organization together with this Prospectus.
When shares are purchased this way, there may be various differences. The Processing Organization 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 and restrictions. |
● | Designate intermediaries to accept purchase and sale orders on the fund’s behalf. |
● | Impose an earlier cut-off time for purchase and redemption requests. |
The Trust considers a purchase or sale order as received when an authorized Processing Organization, or its authorized designee, receives the order in proper form. These orders will be priced based on the respective fund’s net asset value next computed after such order is received in proper form. It is the responsibility of the authorized agent to transmit properly completed purchase orders so that they will be received timely by the Trust.
Shares held through a Processing Organization may be transferred into your name following procedures established by your Processing Organization and the Trust. Certain Processing Organizations may receive compensation from the Trust, the Adviser, or their affiliates.
Fund Direct Purchase
You may also make a direct initial investment by following these steps:
● | Complete and sign an investment application form which you can request by calling the fund at 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business. On days when the NYSE closes early, the call center hours will be reduced accordingly. |
● | Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the fund in which you are investing. We do not accept post-dated checks, third party checks, travelers’ checks, cash, money orders, cashier checks, credit card convenience checks or “starter” checks. |
43
● | Mail the application and check to: |
Regular Mail: | Overnight Mail: | ||
(Fund Name) | (Fund Name) | ||
c/o Ultimus Fund Solutions, LLC | c/o Ultimus Fund Solutions, LLC | ||
P.O. Box 541150 | 4221 N 203rd St, Suite 100 | ||
Omaha, NE 68154 | Elkhorn, NE 68022 |
To purchase shares of a fund by wire, call the fund at 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business for instructions. On days when the NYSE closes early, the call center hours will be reduced accordingly. A fund will accept wire orders only on a day on which the fund, the custodian and the Transfer Agent are open for business. A wire purchase will be considered made when the wired money is received, and the purchase is accepted by the fund. Any delays that may occur in wiring money, including delays that may occur in processing by the banks, are not the responsibility of the fund or the Transfer Agent. There is presently no fee for the receipt of wired funds, but the funds may charge a fee in the future.
Automated Clearing House (ACH) Purchase
Current shareholders may purchase additional shares via Automated Clearing House (“ACH”). To have this option added to your account, please send a letter to the fund(s) requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic institutions that are ACH members may be used for these transactions.
You may not use ACH transactions for your initial purchase of fund shares. ACH purchases will be effective at the closing price per share on the business day after the order is placed. The fund may alter, modify or terminate this purchase option at any time. Shares purchased by ACH will not be available for redemption until the transactions have cleared. Shares purchased via ACH transfer may take up to 15 days to clear.
AIP Program
When making your initial investment in a fund, you may choose to participate in the fund’s automatic investment program (AIP) by completing the AIP section of the application form discussed above. Purchase amounts ($100 minimum) are automatically debited each month from your bank account through ACH (automated clearing house) and are subject to the payment of any applicable sales charge.
Sales Charges
Shares of the funds are purchased at the public offering price (their NAV plus any applicable sales charge).
The Distributor compensates Financial Intermediaries (such as broker-dealers), including processing organizations, who sell shares of the funds. Compensation comes from sales charges, Rule 12b-1 fees and payments by the Distributor or affiliates of the Distributor and from its or their own resources. The following tables show the sales charges for each class of shares and the percentage of your investment that is paid as a commission to the Distributor and a Financial Intermediary.
Class A Shares
The public offering price for Class A shares is the next determined NAV plus a sales charge unless you qualify for a waiver of the sales charge. The tables below show the amount of sales charge you would pay at different levels of investment and the commissions paid to Financial Intermediaries at each level of investment for the funds indicated.
Amount of Purchase Payment | Sales
Charge as a % of Offering Price |
Sales
Charge as a % of Net Amount Invested |
Financial
Intermediary |
Less than $100,000 | 5.0% | 5.26% | 4.50% |
$100,000 but less than $250,000 | 4.0% | 4.17% | 3.75% |
$250,000 but less than $500,000 | 3.0% | 3.09% | 2.75% |
$500,000 but less than $750,000 | 2.0% | 2.04% | 1.75% |
$750,000 but less than $1,000,000 | 1.0% | 1.01% | 0.75% |
$1,000,000 | None | None | None |
44
The funds permit you to reduce the initial sales charge you pay on Class A shares by using the Right of Accumulation or a Letter of Intent. Each of these methods for reducing the initial sales charge on Class A shares is described below. In taking advantage of these methods for reducing the initial sales charge you will pay, you may link purchases of shares of all of the funds in which you invest (as described below), even if such funds are held in accounts with different Financial Intermediaries, as well as purchases of shares of all funds to be held in accounts owned by your spouse or children under the age of 21 who share your residential address. It is your responsibility when investing to inform your Financial Intermediary or the funds that you would like to have one or more funds linked together for purposes of reducing the initial sales charge.
Right of Accumulation. You may qualify for a reduction in the initial sales charge for future purchases of Class A shares based on the current market value of your Class A holdings from prior purchases through the Right of Accumulation. To calculate the sales charge applicable to your net purchase of Class A shares, you may aggregate your investment with the current market value of any Class A shares of a fund held in:
1. | Your account(s); |
2. | Your spouse’s account(s); |
3. | Joint accounts with qualified spouse; |
4. | Account(s) of children under the age of 21 who share your residential address; |
5. | Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust; |
6. | Solely controlled business accounts; and |
7. | Single-participant retirement plans of any of the individuals in items (1) through (3) above. |
In order to obtain any reduction in the initial sales charge, you must, before purchasing Class A shares, inform your Financial Intermediary if you have any of the above types of accounts that can be aggregated with your current investment in Class A shares to reduce the applicable sales charge. In order to verify your eligibility for a reduced sales charge, you may be required to provide appropriate documentation, such as an account statement or the social security or tax identification number on an account, so that the funds may verify (1) the number of shares of the funds held in your account(s) with the funds, (2) the number of shares of the funds held in your account(s) with a Financial Intermediary, and (3) the number of shares of the funds held in an account with a Financial Intermediary owned by your spouse or by children under the age of 21 who share your residential address.
Letter of Intent. You may purchase Class A shares at the sales charge rate applicable to the total amount of the purchases you intend to make over a 13-month period. The fund will combine the value of your current purchases with the current value of any Class A shares you purchased previously for (i) your account, (ii) your spouse’s account, (iii) a joint account with your spouse, or (iv) your minor children’s trust or custodial accounts.
In calculating the total amount of purchases, you may include in your letter purchases made up to 90 days before the date of the Letter. A fiduciary purchasing shares for the same fiduciary account, trust or estate may also consider the value of Class A shares purchased previously that were sold subject to a sales charge. In other words, a Letter of Intent allows you to purchase Class A shares of a fund over a 13-month period and receive the same sales charge as if you had purchased all the shares at the same time. The fund will also consider the value of Class A shares sold at NAV. Class A shares purchased with dividends or distributions will not be included in the calculation. To be entitled to a reduced sales charge on the purchase of Class A shares based on shares you intend to purchase over the 13-month period, you must send the fund a Letter of Intent. The 13-month period begins on the date of the first purchase, including those purchases made in the 90-day period before the date of the Letter. Please note that the purchase price of these prior purchases will not be adjusted.
You are not legally bound by the terms of your Letter of Intent to purchase the amount of shares stated in the Letter. The Letter does, however, authorize the fund to hold in escrow 5% of the total amount you intend to purchase. If you do not complete the total intended purchase of Class A shares at the end of the 13-month period, the Transfer Agent will redeem the necessary portion of the escrowed shares to make up the difference between the reduced sales charge rate (based on the amount you intended to purchase) and the sales charge rate that would normally apply (based on the actual amount you purchased).
Additional information regarding the reduction of Class A sales charges is available in the funds’ Statement of Additional Information, which is available on the funds’ website at www.velafunds.com or by calling the number below. To take advantage of the Right of Accumulation and/or a Letter of Intent, contact your Financial Intermediary. To determine if you are eligible for these programs, call 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business. On days when the NYSE closes early, the call center hours will be reduced accordingly. These programs may be terminated or amended at any time.
Class I Shares
Class I shares may be available at brokerage firms that have agreements with the Distributor. Shareholders may be required to pay a commission and/or other form of compensation to the broker. Shares of the funds are available in other share classes that have different fees and expenses.
45
Distribution Plan
Each fund has adopted a plan under Rule 12b-1 that allows certain classes of its shares to pay distribution fees. Up to 0.25% of each class’s 12b-1 fee can be used as a shareholder servicing fee. Class A shares pay annual 12b-1 expenses of 0.25%. Because these fees are paid out of a fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
Other Payments by the Funds
The funds may enter into agreements with financial intermediaries pursuant to which the funds may pay financial intermediaries for non-distribution-related sub-transfer agency, administrative, sub-accounting, and other shareholder services. Payments made pursuant to such agreements are based on either (1) a percentage of the average daily net assets of fund shareholders serviced by a financial intermediary, or (2) the number of fund shareholders serviced by a financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, distribution fees the funds may pay to financial intermediaries pursuant to the funds’ distribution plan, if any.
Additional Compensation to Financial Intermediaries
The Adviser may make payments to financial intermediaries that can be categorized as “service-related” or “distribution-related.”
Payments made by the Adviser to financial intermediaries to compensate or reimburse them for administrative or other client services provided, such as sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or sub-accounting, participation in networking arrangements, record keeping and other shareholder services are categorized as “service-related.” Payments made pursuant to such agreements generally are based on either (a) a percentage of the average daily net assets of clients serviced by such financial intermediaries, or (b) the number of accounts serviced by such financial intermediary.
Payments made by the Adviser from its own resources to financial intermediaries that are in addition to, rather than in lieu of, Rule 12b-1 fees for distribution-related expenses, such as marketing or promotional expenses, are often referred to as “distribution-related.” Distribution- related payments may be made on the basis of the sales of shares attributable to that intermediary, the average net assets of the fund and other VELA Funds attributable to the accounts of that intermediary and its clients, negotiated lump sum payments for distribution services provided, or similar fees. In some circumstances, distribution related payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the fund or other VELA Funds to its customers or provide an incentive for a financial intermediary to cooperate with the Distributor’s marketing efforts by providing representatives of the Distributor with preferential access to representatives of the intermediary’s sales force. Distribution-related payments may also be used to reimburse expenses related to educational seminars and “due diligence” or training meetings (to the extent permitted by applicable laws or the rules of the Financial Industry Regulatory Authority (“FINRA”)) designed to increase sales representatives’ awareness about VELA Funds, including travel and lodging expenditures.
Sales Charge Waivers
No sales charge is imposed on Class A shares of the funds if the shares were:
1. | Acquired in exchange for shares of another VELA Fund if a comparable sales charge has been paid for the exchanged shares. |
2. | Bought by officers, directors or trustees, and employees and their immediate family members (i.e., spouses, children, grandchildren, parents, grandparents and any dependent of the person, as defined in section 152 of the Code) of: |
- | The VELA Funds; |
- | The Adviser and its subsidiaries and affiliates; |
- | The Distributor and its subsidiaries and affiliates; or |
- | Broker-dealers or financial institutions that have entered into dealer agreements with the funds or their Distributor and their subsidiaries and affiliates (or otherwise have an arrangement with a broker-dealer or financial institution with respect to sales of fund shares). |
3. | Bought by 529 college savings plans or bought by certain corporate sponsored, participant-directed retirement and deferred compensation plans, and trusts used to fund those plans, including, but not limited to, those group plans qualified under sections 401(k), 403(b) or 457 of the Code and “rabbi trusts.” These group plans do not include traditional IRAs, Roth IRAs, Coverdell Educations Savings Accounts, SEPs, SARSEPs, Simple IRAs, KEOGHs, individual 401(k) or individual 403(b) plans. Shares cannot be held in a commission-based brokerage account. |
4. | Bought by Financial Intermediaries who have a dealer arrangement with the Distributor, who place trades for their own accounts or for the accounts of their clients and who charge a management, asset allocation, consulting or other fee for their services. |
5. | Bought by an investment adviser, broker-dealer, or financial planner, provided arrangements are pre-approved. |
6. | Bought by investment advisory clients of the Adviser or investors referred by the Adviser or its affiliates. |
46
7. | Bought by a bank, trust company or thrift institution which is acting as a fiduciary exercising investment discretion, provided that appropriate notification of such a fiduciary relationship is reported at the time of the investment to the fund or the fund’s Distributor. |
8. | Bought by employer-sponsored health savings accounts. |
9. | Acquired with proceeds from the sale of Class I shares of a VELA Fund or acquired in a transfer of Class I shares of a VELA Fund for Class A shares of the same fund, but only if the purchase is made within 90 days of the distribution. Appropriate documentation may be required. Exercising the reinvestment privilege will not affect the character of any gain or loss realized on the redemption for federal income tax purposes, except that if the redemptions resulted in a loss, the reinvestment may result in the loss being disallowed under the “wash sale” rules. |
10. | Bought with proceeds from the sale of Class A shares of a VELA Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required. Exercising the reinvestment privilege will not affect the character of any gain or loss realized on the redemption for federal income tax purposes, except that if the redemptions resulted in a loss, the reinvestment may result in the loss being disallowed under the “wash sale” rules. |
11. | Bought in connection with plans of reorganization of a VELA Fund, such as mergers, asset acquisitions and exchange offers to which a fund is a party. |
12. | Bought directly from the fund by a “charitable organization” as defined for purposes of Section 501(c)(3) of the Code, or by a charitable remainder trust or life income pool established for the benefit of a charitable organization. |
To take advantage of any Class A sales charge waivers, you must qualify for such waiver. To see if you qualify, call 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business or contact your Financial Intermediary. On days when the NYSE closes early, the call center hours will be reduced accordingly. These waivers may not continue indefinitely and may be discontinued at any time without notice.
The sales charge waivers (and discounts) available through financial intermediaries are set forth in Appendix A to this prospectus (Intermediary-Specific Sales Charge Waivers and Discounts). Please contact your financial intermediary regarding applicable sales charge waivers (and discounts) and for information regarding the financial intermediary’s related policies and procedures.
Other Purchase Information
The funds reserve the right to limit the amount of purchases and to refuse to sell to any person. When purchasing shares of the funds by check, the check must be made out to the applicable fund, or the Trust, as the payee. If your check or wire does not clear, you will be responsible for any loss incurred by a fund and your shareholder account will be charged a $25 fee to defray bank charges. If you are already a shareholder of a fund, we reserve the right to redeem shares from any identically registered account in the Trust as reimbursement for any loss incurred or money owed to the Trust. You may be prohibited or restricted from making future purchases in the funds.
47
HOW TO REDEEM SHARES
You may redeem all or part of your investment in a fund on any day that the New York Stock Exchange is open for trading, subject to certain restrictions described below. Redemption requests received by a fund or an authorized agent of the fund before 4:00 p.m. ET (or before if the NYSE closes before 4:00 p.m. ET) will be effective that day. The price you will receive when you redeem your shares will be the NAV (less any applicable sales charges) next determined after the fund receives your properly completed order to sell. You may receive proceeds of your sale in a check, ACH, or federal wire transfer. The funds typically expect that it will take one to three days following the receipt of your redemption request to pay out redemption proceeds; however, while not expected, payment of redemption proceeds may take up to seven days. The proceeds may be more or less than the purchase price of your shares, depending on the market value of the fund’s securities at the time of your sale. If you sell shares through your Financial Intermediary, contact your financial adviser for their requirements and procedures. A broker may charge a transaction fee to redeem shares. The $15 fee for wire redemptions will be deducted from your account by redemption of shares. The funds encourage, to the extent possible, advance notification of large redemptions. The funds typically expect that a fund will hold cash or cash equivalents to meet redemption requests. The funds may also use the proceeds from the sale of portfolio securities to meet redemption requests if consistent with the management of the fund. These redemption methods will be used regularly and may also be used in stressed market conditions. The funds reserve the right to redeem in-kind as described under “Additional Information” below. Redemptions in-kind are typically used to meet redemption requests that represent a large percentage of a fund’s net assets in order to minimize the effect of large redemptions on the fund and its remaining shareholders. Redemptions in-kind may be used regularly in circumstances as described above and may also be used in stressed market conditions.
By Mail. To redeem any part of your account in a fund by mail, send a written request, with the following information, to:
Regular Mail: | Overnight Mail: |
(Fund Name) | (Fund Name) |
c/o Ultimus Fund Solutions, LLC | c/o Ultimus Fund Solutions, LLC |
P.O. Box 541150 | 4221 N 203rd St, Suite 100 |
Omaha, NE 68154 | Elkhorn, NE 68022 |
● | the fund name; |
● | your account number; |
● | the name(s) on your account; |
● | your address; |
● | the dollar amount or number of shares you wish to redeem; |
● | the signature of all registered account owners, signed in the exact name(s) and any special capacity in which they are registered; and |
● | the Federal tax withholding election (for retirement accounts), |
● | If the shares to be redeemed have a value of $100,000 or more, your signature(s) must be guaranteed by an original Medallion Signature Guarantee by an eligible guarantor institution, |
● | You must request the redemption in writing with your signature guaranteed by a Medallion Signature Guarantee, regardless of the value of the shares being redeemed if: the address on your account has been changed within 15 days of your redemption request; the check is not being mailed to the address on your account; the check is not being made payable to the owner(s) of the account; the redemption proceeds are being transferred to another fund account with a different registration or; the redemption proceeds are being wired to bank instructions currently not on your account. |
We accept original signature guarantees from U.S. banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings and loan associations participating in a Medallion program. The three recognized medallion programs are Securities Transfer Agent Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (MSP). SIGNATURE GUARANTEES RECEIVED FROM INSTITUTIONS NOT PARTICIPATING IN THESE PROGRAMS WILL NOT BE ACCEPTED. In certain instances, we may require you to furnish additional legal documents to insure proper authorization.
By Telephone. If you have completed the Optional Telephone Redemption and Exchange section of your investment application, you may sell any part of your account by calling the fund at 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business. On days when the NYSE closes early, the call center hours will be between reduced accordingly. If you own an IRA account and wish to redeem by telephone, you will be asked whether or not a fund should withhold federal income tax.
48
Neither the funds nor the Transfer Agent will be liable for complying with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions. The affected shareholders will bear the risk of any such loss. The funds or 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.
We may terminate the telephone sale procedures at any time. During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the fund(s) nor its transfer agent will be held liable if you are unable to place your trade due to high call volume. If you are unable to reach us by telephone, you may request a sale by mail.
Systematic Withdrawal Plan. If your individual account, IRA or other qualified plan account has a current account value of at least $2,500, you may participate in the funds’ Systematic Withdrawal Plan, an investment plan that automatically moves money to your bank account from a fund through the use of electronic funds transfers. You may elect to make subsequent withdrawals by transfers of a minimum of $100 on specified days of each month into your established bank account. Please contact the funds at 1-833-399-1001 for more information about the funds’ Systematic Withdrawal Plan.
Additional Information. Redemptions will be remitted to the record holder at the address of record or to bank accounts of the shareholder that have been previously designated by the shareholder. If you are not certain of the requirements for a sale, please call the fund at 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business. On days when the NYSE closes early, the call center hours will be reduced accordingly. We cannot accept, and will return, requests specifying a certain date or share price. The funds may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as ten business days. Also, when the New York Stock Exchange 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, we may suspend sales or postpone payment dates.
Generally, all redemptions will be for cash. However, if during any 90-day period you redeem shares in an amount greater than the lesser of $250,000 or 1% of a fund’s net assets, the funds reserve the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. Marketable securities may include illiquid securities. You may experience a delay in converting illiquid securities to cash. Redemption-in-kind proceeds are limited to securities that are traded on a public securities market or are limited to securities for which quoted bid and asked prices are available. They 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, the 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. If you receive securities when redeeming your account, the securities will be subject to market fluctuation and you may incur tax and transaction costs if the securities are sold.
HOW TO EXCHANGE SHARES
You may exchange any or all of your shares in a VELA fund (the VELA Small Cap Fund, VELA Large Cap Plus Fund, VELA Income Opportunities Fund, and VELA International Fund) for shares in another VELA fund or another share class of the same VELA fund, subject to the following conditions:
Class A Shares of a fund may be exchanged for:
● | Class A Shares of another fund without incurring any new sales charge. |
● | Another share class of the same fund provided you meet the eligibility and minimum investment requirements of that class. |
Class I Shares of a fund may be exchanged for:
● | Class I Shares of another fund |
● | Another share class of the same fund provided you meet the eligibility and minimum investment requirements of that class. |
You may request the exchange for accounts held directly at the Transfer Agent by telephoning 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business or writing the funds via regular mail at VELA Funds, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154 or overnight mail at VELA Funds, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St, Suite 100, Elkhorn, NE 68022. On days when the NYSE closes early, the call center hours will be reduced accordingly. You may request the exchange for accounts held through a financial intermediary by contacting the financial intermediary directly. Exchanges may be made only if the exchanging fund is registered in your state of residence. The exchange privilege does not constitute an offering or recommendation of a fund. Due to operational limitations at your financial intermediary, your ability to exchange your shares to another share class may be limited. It is your responsibility to obtain and read a Prospectus of the exchanging fund before you make an exchange. Not all share classes may be available for each fund. The exchange privilege may only be exercised in those states where the class of shares being acquired legally may be sold.
● | If you exchange shares into or out of a fund, the exchange is made at the net asset value per share of each fund next determined after the exchange request is received. |
49
In times of extreme economic or market conditions, exchanging fund shares by telephone may be difficult. To receive a specific day’s price, your letter or call must be received before that day’s close of the New York Stock Exchange. Each exchange represents the sale of shares from one fund and the purchase of shares in another, which may produce a gain or loss for federal income tax purposes.
Exchanges will be accepted only if the registration of the two accounts is identical or the exchange instructions have a Medallion Signature Guarantee. The funds and the Transfer Agent are not liable for following instructions communicated by telephone that they reasonably believe to be genuine. They will use reasonable procedures to confirm that telephone instructions are genuine. The exchange feature may be modified or discontinued at any time upon notice to you in accordance with federal securities laws. Although initially there will be no limit on the number of times you may exercise the exchange privilege, the Fund reserves the right to impose such a limitation.
HOW TO REQUEST CERTAIN NON-FINANCIAL TRANSACTIONS
The funds will accept the STAMP’s Signature Validation Program (SVP) stamp for certain non-financial transactions. The SVP was introduced in response to requests from financial services institutions that rely upon the effectiveness of a signature guarantee when processing non-financial transactions for which the surety bond attached to a Medallion Signature Guarantee (MSG) would not apply. The SVP stamp carries its own separate surety bond that would apply to such non-financial transactions. The SVP stamp may be obtained from eligible members, including banks, broker/dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations.
This program enables the funds to accept documents stamped with an SVP stamp in lieu of the MSG for non-financial transactions. The non-financial transactions for which the funds can accept an SVP are: (1) change name; (2) add or change banking instructions; (3) add or change beneficiaries; (4) add or change authorized account traders; (5) add a Power of Attorney; (6) add or change Trustee; and (7) change UTMA/UGMA custodian.
In the event that your bank or financial institution does not participate in the SVP Stamp program, you should request that the guarantor use their Medallion Guarantee Stamp.
MARKET TIMING AND FREQUENT TRADING POLICY
The funds are not designed to serve as a vehicle for frequent trading. The funds do not authorize, and use reasonable methods to discourage, short-term or excessive trading, often referred to as “market timing.” Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing or excessive trading may result in dilution of the value of fund shares held by long-term shareholders, disrupt portfolio management, and increase fund expenses for all shareholders. The funds will take reasonable steps to discourage excessive short-term trading and the funds’ Board of Trustees has adopted the following policies and procedures with respect to market timing. The funds will monitor selected trades on a daily basis in an effort to detect excessive short-term trading. If a fund has reason to believe that a shareholder has engaged in excessive short-term trading, the fund may ask the shareholder to stop such activities or refuse to process purchases or exchanges in the shareholder’s accounts. In addition to rejecting purchase orders in connection with suspected market timing activities, a fund can reject a purchase order for any reason. While the funds 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.
Market timers may disrupt portfolio management and harm fund performance. To the extent that the funds are unable to identify market timers effectively, long-term investors may be adversely affected. Although the funds use a variety of methods to detect and deter market timing, due to the complexity involved in identifying excessive trading there is no assurance that the funds’ efforts will identify and eliminate all trades or trading practices that may be considered abusive. In accordance with Rule 22c-2 under the Investment Company Act of 1940, the Trust has entered into information sharing agreements with certain financial intermediaries. Under these agreements, a financial intermediary is obligated to: (1) adopt and enforce during the term of the agreement, a market-timing policy, the terms of which are acceptable to the Trust; (2) furnish the Trust, upon its request, with information regarding customer trading activities in shares of the Trust; and (3) enforce its market-timing policy with respect to customers identified by the Trust as having engaged in market timing. When information regarding transactions in the Trust’s shares is requested by the Trust and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Trust has an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Trust, to restrict or prohibit the indirect intermediary from purchasing shares of the Trust on behalf of other persons.
The funds apply these policies and procedures to all shareholders believed to be engaged in market timing or excessive trading. The funds have no arrangements to permit any investor to trade frequently in shares of the funds, nor will it enter into any such arrangements in the future.
DISTRIBUTION AND FEDERAL INCOME TAXES
The following information is provided to help you understand the income and capital gains you may earn while you own fund shares, as well as the federal income taxes you may have to pay. The amount of any distribution varies and there is no guarantee the funds will pay either income dividends or capital gain distributions. For tax advice about your personal tax situation, please speak with your tax adviser.
50
This discussion addresses the U.S. federal income tax consequences only for U.S. persons (except where otherwise specifically noted) and does not address any foreign, state, or local tax consequences. For purposes of this discussion, U.S. persons are:
(i) | U.S. citizens or residents; |
(ii) | U.S. corporations; |
(iii) | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
(iv) | a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or trusts that have a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. |
Except where otherwise specifically noted, this discussion does not address issues of significance to U.S. persons in special situations such as: (i) certain types of tax-exempt organizations, (ii) shareholders holding shares through tax-advantaged accounts (such as 401(k) plan accounts or individual retirement accounts), (iii) shareholders holding investments through foreign institutions (financial and non-financial), (iv) financial institutions, (v) broker-dealers, (vi) entities not organized under the laws of the United States or a political subdivision thereof, shareholders holding shares as part of a hedge, straddle or conversion transaction, (viii) shareholders who are subject to the U.S. federal alternative minimum tax, or (ix) insurance companies. If a pass-through entity (including for this purpose any entity treated as a partnership or S corporation for U.S. federal income tax purposes) is a beneficial owner of shares, the tax treatment of an owner of the entity will generally depend upon the status of the owners and the activities of the entity. For further information regarding the U.S. federal income tax consequences of an investment in the funds for U.S. persons, investors should see the SAI under “FEDERAL INCOME TAXES.”
The funds intend to meet all requirements under Subchapter M of Code necessary to qualify 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 distributed to shareholders. The funds also intend to meet certain distribution requirements such that the funds are not subject to U.S. federal income tax in general. If a fund does not meet the distribution requirements, that fund may be subject to significant excise taxes. This discussion assumes that the funds will qualify as a regulated investment company and will satisfy such distribution requirements. There can be no guarantee that these assumptions will be correct.
Income and Capital Gain Distributions. As a regulated investment company, the funds generally pay no federal income tax on the income and gains distributed to you. The Small Cap Fund, Large Cap Plus Fund and International Fund expect to declare and distribute their net investment income, if any, to shareholders annually. The Income Opportunities Fund expects to declare and distribute its net investment income, if any, to shareholders monthly. The Short Duration Fund accrues net investment income, if any, daily and expects to declare and distribute its net investment income, if any, to shareholders monthly. Capital gains, if any, may be distributed at least annually. 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. All income and capital gain distributions are automatically reinvested in shares of the fund unless you request cash distributions on your application or through a written request. If you choose to have dividends or capital gain distributions, or both, mailed to you and the distribution check is returned as undeliverable or is not presented for payment within six months, the Trust reserves the right to reinvest the check proceeds and future distributions in shares of the fund at the fund’s then-current NAV until you give the Trust different instructions.
Tax Considerations. For U.S. federal income tax purposes, shareholders of a fund are generally subject to taxation based on the underlying character of the income and gain recognized by the Fund and distributed to the shareholders. If you are a taxable investor, dividends and capital gain distributions you receive from a fund, whether you reinvest your distributions in additional fund shares or receive them in cash, are subject to federal income tax, state taxes, and possibly local taxes, as described below:
● | distributions are generally taxable to you at either ordinary income or capital gains tax rates, other than distributions (if any) that constitute a tax-free return of capital; |
● | distributions of short-term capital gains are paid to you as ordinary income that is taxable at applicable ordinary income tax rates; |
● | distributions of long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your fund shares; |
● | for individuals, a portion of the income dividends paid may be qualified dividend income eligible for long-term capital gains tax rates, provided that certain holding period and other requirements are met; |
● | for shareholders that are corporations, a portion of income dividends received from domestic corporations may be eligible for the corporate dividend-received deduction, provided certain holding period and other requirements are satisfied; |
● | some of the funds’ investments, such as certain option transactions, regulated futures transactions, and foreign currency contracts, may be “Section 1256 contracts.” Section 1256 contracts owned by a fund generally will be treated for income tax purposes as if sold for their fair market values (i.e., “marked to market”) on an annual basis, and resulting gains or losses generally are treated as sixty percent long-term capital gains or losses and forty percent short-term capital gains or losses; |
51
● | a fund that invests in stock of a real-estate investment trust (a “REIT”) may be eligible to pay Section 199A dividends to its shareholders with respect to qualified dividends received by it from its investment in REITs. Section 199A dividends are taxable to individual and other noncorporate shareholders at a reduced effective federal income tax rate, provided that certain holding period requirements and other conditions are satisfied; and |
● | an additional 3.8% Medicare tax is imposed on “net investment income” of taxpayers other than corporations (which potentially includes income from distributions you receive from the funds and gains from selling, redeeming or exchanging your shares) to the extent that the taxpayer’s gross income as adjusted exceeds a threshold amount. |
The amount and type of income dividends and the tax status of any capital gains distributed to you are reported on Form 1099- DIV, which we send to you annually during tax season (unless you hold your shares in a qualified tax-advantaged plan or account or are otherwise not subject to federal income tax). The funds may reclassify income after your tax reporting statement is mailed to you. This can result from the rules in the Code that effectively prevent mutual funds, such as the funds, from ascertaining with certainty, until after the calendar year end, the final amount and character of distributions a fund has received on its investments during the prior calendar year. Prior to issuing your statement, the fund makes every effort to search for reclassified income to reduce the number of corrected forms mailed to shareholders. However, when necessary, the fund will send you a corrected Form 1099-DIV to reflect reclassified information.
Distributions from the funds (both ordinary dividends and capital gains) are normally taxable to you when made, regardless of whether you reinvest these distributions or receive them in cash (unless you hold shares in a qualified tax-advantaged plan or account or are otherwise not subject to federal income tax).
If you are a taxable investor and invest in a fund shortly before it makes a distribution, some of your investment may be returned to you in the form of a taxable distribution. This is commonly known as “buying a dividend.”
Taxation of Certain Instruments. The VELA International Fund will likely be, and the other funds may be, subject to foreign withholding or other taxes. In that case, such fund’s yield on those securities would be decreased. Shareholders generally will not be entitled to claim a foreign tax credit or deduction with respect to foreign taxes, although it is possible that a fund may be able to elect to pass through foreign tax credits or deductions to its shareholders. Each fund makes no assurances regarding its ability or willingness to so elect. If a fund does not so elect, a shareholder’s yield on its investment in the fund may be decreased. In addition, each fund’s investments in foreign securities or foreign currencies may increase or accelerate such fund’s recognition of ordinary income and may affect the timing or amount of such fund’s distributions. Each fund may hold securities that are in passive foreign investment companies for U.S. federal income tax purposes, which could adversely affect the timing, amount and/or character of resulting taxable income inclusions. For more information, see the SAI under “FEDERAL INCOME TAXES – Special Tax Considerations.”
Debt Obligations Purchased at a Discount. Each fund may at times buy newly issued debt obligations at a price lower than their stated redemption price (“original issue discount”). For U.S. federal income tax purposes, original issue discount will be included in such fund’s ordinary income as it accrues over the term of the instrument. Even though payment of that amount is not received until a later time (and might never be received), the amount of accrued original issue document will be distributed to shareholders as taxable dividends over the term of the instrument. Each fund may also buy investments in the secondary market which are treated as having market discount. Generally, gain recognized on the disposition of such an investment is treated as ordinary income for U.S. federal income tax purposes to the extent of the accrued market discount, but each fund may elect instead to include the amount of market discount as ordinary income over the term of the instrument even though such Fund will not yet have received payment of such amounts.
Each fund’s investments in certain debt obligations, mortgage-backed securities, asset-backed securities, and derivatives may also cause such fund to recognize taxable income in excess of the cash generated by such obligations. Thus, the funds could be required at times to liquidate other investments in order to satisfy their distribution requirements, potentially increasing the amount of capital gain dividends made to shareholders.
Exchange or Redemption of Fund Shares. Selling (redeeming) your shares may cause you to recognize capital gain or loss equal to the difference between your adjusted tax basis in the shares disposed of and the amount received for them. An exchange from one VELA Fund to another is taxable as if it were a sale. For individuals, any long-term capital gains you realize from selling fund shares are taxed at your applicable tax rate for long-term capital gains. Any capital gain or loss recognized upon the sale of shares of a fund is generally treated as long term capital gain or loss if the shares have been held for more than one year and as a short-term capital gain or loss if the shares have been held for one year or less. In certain circumstances, loss realized upon a sale of fund shares held for six months or less will be treated as long-term capital loss. Short-term capital gains are taxed at ordinary income tax rates. You or your tax adviser should track your purchases, tax basis, sales and any resulting gain or loss. If you redeem or sell fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have the deductibility of a capital loss is subject to significant limitations.
Any loss realized on a disposition of shares of a Fund may be disallowed under “wash sale” rules to the extent that the shares disposed of are replaced with other substantially identical shares of the same Fund within a period of 61 days beginning 30 days before 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 basis of the shares acquired.
52
State Taxation. Distributions and gains from the sale or exchange of your fund shares may be subject to state and local taxes, even if not subject to federal income taxes. You should consult your tax advisor regarding such taxation, which can vary from state to state.
Tax Status for Retirement Plans and Other Tax-Advantaged Accounts. When you invest in the funds through a qualified employee benefit plan, retirement plan or some other tax-advantaged account, dividend and capital gain distributions generally are not subject to current federal income taxes, but withdrawals are subject to special tax rules. In general, these plans or accounts are governed by complex tax rules. You should ask your tax adviser or plan administrator for more information about your tax situation, including possible state or local taxes.
Backup Withholding. By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). You may also be subject to withholding if the Internal Revenue Service instructs us to withhold a portion of your distributions and proceeds. When backup withholding is required, the amount is currently 24% of any distributions or proceeds paid.
Cost Basis Reporting. Federal law requires mutual fund companies to report their shareholders’ cost basis, gain/loss, and holding period to the IRS on fund shareholders’ Form 1099s when “covered” securities are sold. Covered securities generally include any regulated investment company and/or dividend reinvestment plan shares purchased on or after January 1, 2012, and sold on or after such date. The funds (or their administrative agent) generally must report to the IRS the gross proceeds from the sale of any Fund shares (regardless of whether they are covered securities).
The funds have chosen Average Cost as its standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way a fund will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing NAVs, and the entire position is not sold at one time. A fund’s standing tax lot identification method is the method covered shares will be reported on your Form 1099 if you do not select a specific tax lot identification method. You may choose a method different than a fund’s standing method and will be able to do so at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate IRS regulations or consult your tax adviser with regard to your personal circumstances.
A fund and its service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.
Return of Capital. A portion of the periodic returns distributed to a fund by entities in which it invests may be attributable to return of capital. A fund may pass through return of capital distributions received from these entities to its shareholders. The tax treatment of fund’s receipt of and distribution of return of capital to shareholders is as follows:
(1) | Return of capital received by a fund from the entities in which it invests is a tax-deferred distribution. The distribution of return of capital to a fund by an entity in which the fund invests decreases the fund’s basis in its investment in that entity. If a fund sells its investment in that entity in excess of its basis therein, the fund will incur a taxable gain that ultimately will be passed on to shareholders; |
(2) | Return of capital paid by a fund to its shareholders is also a tax-deferred distribution. The distribution of return of capital to shareholders will decrease the basis of each shareholder’s investment in a fund. If a shareholder sells its investment in a fund in excess of its basis therein, the shareholder will incur a taxable gain. |
Since any payment of return of capital to a fund by an entity in which it invests or by a fund to a shareholder decreases the fund’s basis of its investment in that entity and the shareholder’s basis in its investment in the fund, respectively, the gain incurred by the fund and the shareholder may be higher than if no return of capital had been paid.
This discussion of “Distributions and Federal Income Taxes” is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or non-U.S. tax consequences before making an investment in the fund.
HOUSEHOLDING
To reduce expenses, we mail only one copy of the funds’ Prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call the funds at 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business or contact your financial institution. On days when the NYSE closes early, the call center hours will be reduced accordingly. We will begin sending you individual copies thirty days after receiving your request.
53
DERIVATIVE ACTIONS
In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “Derivative Action”) unless each of the following conditions is met: (a) each complaining Shareholder was a Shareholder of the Series on behalf of or in the right of which the Derivative Action is proposed to be brought and a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a person who was a Shareholder at that time; (b) each complaining Shareholder was a Shareholder of the affected Series or Class at the time the written demand, as described in clause (c) of this disclosure, was made; (c) prior to the commencement of such Derivative Action, the complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class, which demand shall be executed by or on behalf of no less than three complaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, none of which shall be related to (by blood or by marriage) or otherwise affiliated with any other complaining Shareholder (other than as Shareholders of the Trust) and shall include at least (i) a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (ii) a statement to the effect that the complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the rights of the affected Series or Class and an explanation of why the complaining Shareholders believe that to be the case; (iii) a certification that the requirements of clauses (a) and (b) listed above in this disclosure have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (iv) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each complaining Shareholder at the time set forth in clauses (a), (b) and (c) of this disclosure and an undertaking that each complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the complaining Shareholders of any such Shares within three business days thereof; and (v) an acknowledgment that the Trust shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining Shareholder in any circumstances only if required by law, any attorneys’ fees so incurred by a complaining Shareholder that the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates, and a Shareholder of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust.
If the demand has been properly made under clauses (a), (b), and (c) of this disclosure, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively, or permit the complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the complaining Shareholders of any decision reached by sending written notice to each complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. A complaining Shareholder whose demand is rejected shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of the foregoing shall reimburse the Trust for the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the action if the action is dismissed on the basis of the failure to comply with the requirements listed above. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the action shall be borne by the Shareholders who commenced the action. The foregoing provisions will not apply to claims brought under the Federal securities laws.
FINANCIAL HIGHLIGHTS
The financial highlight tables are intended to help you understand the funds’ financial performance since their commencement of operations. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the funds (assuming reinvestment of all dividends and distributions). This information has been audited by Cohen & Company Ltd., the funds’ independent registered public accounting firm, whose report, along with the funds’ financial statements, are included in the annual report, which is available upon request by calling the Fund at 1-833-399-1001 or online at www.velafunds.com. As of the date of this prospectus, no financial highlights are available for the VELA Short Duration Fund due to the Fund having a limited operating history.
54
VELA
Small Cap Fund – Class A
Financial Highlights
(For a share outstanding during the year)
For the Years Ended September 30, |
||||||||||||
2023 | 2022 | 2021 | ||||||||||
Selected Per Share Data | ||||||||||||
Net asset value, beginning of year | $ | 14.21 | $ | 15.49 | $ | 10.00 | ||||||
Investment operations: | ||||||||||||
Net investment income (loss) | 0.09 | 0.05 | (0.02 | ) | ||||||||
Net realized and unrealized gain (loss) on investments | 1.91 | (1.17 | ) | 5.51 | ||||||||
Total from investment operations | 2.00 | (1.12 | ) | 5.49 | ||||||||
Less distributions to shareholders from: | ||||||||||||
Net investment income | (0.07 | ) | (0.02 | ) | - | (a) | ||||||
Net realized gains | - | (0.14 | ) | - | ||||||||
Total distributions | (0.07 | ) | (0.16 | ) | - | (a) | ||||||
Net asset value, end of year | $ | 16.14 | $ | 14.21 | $ | 15.49 | ||||||
Total Return(b) | 14.11 | % | (7.41 | )% | 54.95 | % | ||||||
Ratios and Supplemental Data: | ||||||||||||
Net assets, end of year (000 omitted) | $ | 14,620 | $ | 12,322 | $ | 8,520 | ||||||
Ratio of expenses to average net assets | 1.42 | % | 1.45 | % | 1.45 | % | ||||||
Ratio of net investment income (loss) to average net assets | 0.60 | % | 0.36 | % | (0.34 | )% | ||||||
Portfolio turnover rate(c) | 41 | % | 43 | % | 18 | % |
(a) | Rounds to less than $0.005 per share. |
(b) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. Total returns shown exclude the effect of applicable sales charges. |
(c) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
55
VELA Small Cap Fund – Class I
Financial Highlights
(For a share outstanding during the year)
For the Years Ended September 30, |
||||||||||||
2023 | 2022 | 2021 | ||||||||||
Selected Per Share Data | ||||||||||||
Net asset value, beginning of year | $ | 14.27 | $ | 15.53 | $ | 10.00 | ||||||
Investment operations: | ||||||||||||
Net investment income | 0.13 | 0.09 | 0.03 | |||||||||
Net realized and unrealized gain (loss) on investments | 1.92 | (1.18 | ) | 5.51 | ||||||||
Total from investment operations | 2.05 | (1.09 | ) | 5.54 | ||||||||
Less distributions to shareholders from: | ||||||||||||
Net investment income | (0.11 | ) | (0.03 | ) | (0.01 | ) | ||||||
Net realized gains | - | (0.14 | ) | - | ||||||||
Total distributions | (0.11 | ) | (0.17 | ) | (0.01 | ) | ||||||
Net asset value, end of year | $ | 16.21 | $ | 14.27 | $ | 15.53 | ||||||
Total Return(a) | 14.38 | % | (7.20 | )% | 55.39 | % | ||||||
Ratios and Supplemental Data: | ||||||||||||
Net assets, end of year (000 omitted) | $ | 60,805 | $ | 44,834 | $ | 43,358 | ||||||
Ratio of expenses to average net assets | 1.17 | % | 1.20 | % | 1.20 | % | ||||||
Ratio of net investment income to average net assets | 0.85 | % | 0.57 | % | 0.21 | % | ||||||
Portfolio turnover rate(b) | 41 | % | 43 | % | 18 | % |
(a) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
(b) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
56
VELA Large Cap Plus Fund – Class A
Financial Highlights
(For a share outstanding during the year)
For the Years Ended September 30, |
||||||||||||
2023 | 2022 | 2021 | ||||||||||
Selected Per Share Data | ||||||||||||
Net asset value, beginning of year | $ | 12.70 | $ | 13.70 | $ | 10.00 | ||||||
Investment operations: | ||||||||||||
Net investment loss | (0.01 | ) | (0.03 | ) | (0.05 | ) | ||||||
Net realized and unrealized gain (loss) on investments | 1.83 | (0.92 | ) | 3.76 | ||||||||
Total from investment operations | 1.82 | (0.95 | ) | 3.71 | ||||||||
Less distributions to shareholders from: | ||||||||||||
Net investment income | - | - | (0.01 | ) | ||||||||
Net realized gains | (0.24 | ) | (0.05 | ) | - | |||||||
Total distributions | (0.24 | ) | (0.05 | ) | (0.01 | ) | ||||||
Net asset value, end of year | $ | 14.28 | $ | 12.70 | $ | 13.70 | ||||||
Total Return(a) | 14.47 | % | (6.97 | )% | 37.13 | % | ||||||
Ratios and Supplemental Data: | ||||||||||||
Net assets, end of year (000 omitted) | $ | 264 | $ | 209 | $ | 99 | ||||||
Ratio of expenses to average net assets | 1.85 | %(b) | 2.15 | %(c) | 2.11 | %(d) | ||||||
Ratio of net investment loss to average net assets | (0.07 | )% | (0.48 | )% | (0.53 | )% | ||||||
Portfolio turnover rate(e) | 44 | % | 66 | % | 115 | % |
(a) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. Total returns shown exclude the effect of applicable sales charges. |
(b) | Includes dividend and interest expense of 0.39% for the period ended September 30, 2023. |
(c) | Includes dividend and interest expense of 0.70% for the period ended September 30, 2022. |
(d) | Includes dividend and interest expense of 0.66% for the period ended September 30, 2021. |
(e) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
57
VELA Large Cap Plus Fund – Class I
Financial Highlights
(For a share outstanding during the year)
For the Years Ended September 30, |
||||||||||||
2023 | 2022 | 2021 | ||||||||||
Selected Per Share Data | ||||||||||||
Net asset value, beginning of year | $ | 12.75 | $ | 13.73 | $ | 10.00 | ||||||
Investment operations: | ||||||||||||
Net investment income (loss) | 0.03 | (0.03 | ) | (0.02 | ) | |||||||
Net realized and unrealized gain (loss) on investments | 1.84 | (0.90 | ) | 3.76 | ||||||||
Total from investment operations | 1.87 | (0.93 | ) | 3.74 | ||||||||
Less distributions to shareholders from: | ||||||||||||
Net investment income | - | - | (0.01 | ) | ||||||||
Net realized gains | (0.24 | ) | (0.05 | ) | - | |||||||
Total distributions | (0.24 | ) | (0.05 | ) | (0.01 | ) | ||||||
Net asset value, end of year | $ | 14.38 | $ | 12.75 | $ | 13.73 | ||||||
Total Return(a) | 14.81 | % | (6.80 | )% | 37.46 | % | ||||||
Ratios and Supplemental Data: | ||||||||||||
Net assets, end of year (000 omitted) | $ | 55,549 | $ | 30,276 | $ | 25,206 | ||||||
Ratio of expenses to average net assets | 1.56 | %(b) | 1.84 | %(c) | 1.86 | %(d) | ||||||
Ratio of net investment income (loss) to average net assets | 0.24 | % | (0.26 | )% | (0.15 | )% | ||||||
Portfolio turnover rate(e) | 44 | % | 66 | % | 115 | % |
(a) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
(b) | Includes dividend and interest expense of 0.39% for the period ended September 30, 2023. |
(c) | Includes dividend and interest expense of 0.64% for the period ended September 30, 2022. |
(d) | Includes dividend and interest expense of 0.66% for the period ended September 30, 2021. |
(e) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
58
VELA International Fund – Class A
Financial Highlights
(For a share outstanding during the year)
For the Years Ended September 30, |
||||||||||||
2023 | 2022 | 2021 | ||||||||||
Selected Per Share Data | ||||||||||||
Net asset value, beginning of year | $ | 9.68 | $ | 12.31 | $ | 10.00 | ||||||
Investment operations: | ||||||||||||
Net investment income | 0.29 | 0.22 | 0.17 | |||||||||
Net realized and unrealized gain (loss) on investments | 2.32 | (2.81 | ) | 2.14 | ||||||||
Total from investment operations | 2.61 | (2.59 | ) | 2.31 | ||||||||
Less distributions to shareholders from: | ||||||||||||
Net investment income | (0.16 | ) | (0.04 | ) | - | |||||||
Total distributions | (0.16 | ) | (0.04 | ) | - | |||||||
Net asset value, end of year | $ | 12.13 | $ | 9.68 | $ | 12.31 | ||||||
Total Return(a) | 27.13 | % | (21.10 | )% | 23.10 | % | ||||||
Ratios and Supplemental Data: | ||||||||||||
Net assets, end of year (000 omitted) | $ | 155 | $ | 70 | $ | 119 | ||||||
Ratio of expenses to average net assets | 1.42 | % | 1.45 | % | 1.45 | % | ||||||
Ratio of net investment income to average net assets | 2.89 | % | 1.65 | % | 2.01 | % | ||||||
Portfolio turnover rate(b) | 18 | % | 23 | % | 9 | % |
(a) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. Total returns shown exclude the effect of applicable sales charges. |
(b) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
59
VELA International Fund – Class I
Financial Highlights
(For a share outstanding during the year)
For the Years Ended September 30, |
||||||||||||
2023 | 2022 | 2021 | ||||||||||
Selected Per Share Data | ||||||||||||
Net asset value, beginning of year | $ | 9.72 | $ | 12.36 | $ | 10.00 | ||||||
Investment operations: | ||||||||||||
Net investment income | 0.34 | 0.24 | 0.12 | |||||||||
Net realized and unrealized gain (loss) on investments | 2.30 | (2.80 | ) | 2.24 | ||||||||
Total from investment operations | 2.64 | (2.56 | ) | 2.36 | ||||||||
Less distributions to shareholders from: | ||||||||||||
Net investment income | (0.19 | ) | (0.08 | ) | - | |||||||
Total distributions | (0.19 | ) | (0.08 | ) | - | |||||||
Net asset value, end of year | $ | 12.17 | $ | 9.72 | $ | 12.36 | ||||||
Total Return(a) | 27.28 | % | (20.84 | )% | 23.60 | % | ||||||
Ratios and Supplemental Data: | ||||||||||||
Net assets, end of year (000 omitted) | $ | 40,508 | $ | 26,881 | $ | 27,250 | ||||||
Ratio of expenses to average net assets | 1.17 | % | 1.20 | % | 1.20 | % | ||||||
Ratio of net investment income to average net assets | 2.94 | % | 2.23 | % | 1.14 | % | ||||||
Portfolio turnover rate(b) | 18 | % | 23 | % | 9 | % |
(a) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
(b) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
60
VELA
Income Opportunities Fund – Class A
Financial Highlights
(For a share outstanding during the year)
For the Year Ended September 30, 2023 |
For the Period Ended September 30, 2022(a) |
|||||||
Selected Per Share Data | ||||||||
Net asset value, beginning of period | $ | 8.12 | $ | 10.00 | ||||
Investment operations: | ||||||||
Net investment income | 0.25 | 0.05 | ||||||
Net realized and unrealized gain (loss) on investments | 0.57 | (1.86 | ) | |||||
Total from investment operations | 0.82 | (1.81 | ) | |||||
Less distributions to shareholders from: | ||||||||
Net investment income | (0.24 | ) | (0.07 | ) | ||||
Total distributions | (0.24 | ) | (0.07 | ) | ||||
Net asset value, end of period | $ | 8.70 | $ | 8.12 | ||||
Total Return(b) | 10.07 | % | (18.15 | )%(c) | ||||
Ratios and Supplemental Data: | ||||||||
Net assets, end of year (000 omitted) | $ | 111 | $ | 88 | ||||
Ratio of expenses to average net assets | 1.17 | % | 1.20 | %(d) | ||||
Ratio of net investment income to average net assets | 2.76 | % | 0.87 | %(d) | ||||
Portfolio turnover rate(e) | 32 | % | 7 | %(c) |
(a) | For the period March 31, 2022 (commencement of operations) to September 30, 2022. |
(b) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. Total returns shown exclude the effect of applicable sales charges. |
(c) | Not annualized |
(d) | Annualized |
(e) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
61
VELA
Income Opportunities Fund – Class I
Financial Highlights
(For a share outstanding during the year)
For the Year Ended September 30, 2023 |
For the Period Ended September 30, 2022(a) |
|||||||
Selected Per Share Data | ||||||||
Net asset value, beginning of period | $ | 8.13 | $ | 10.00 | ||||
Investment operations: | ||||||||
Net investment income | 0.26 | 0.08 | ||||||
Net realized and unrealized gain (loss) on investments | 0.57 | (1.87 | ) | |||||
Total from investment operations | 0.83 | (1.79 | ) | |||||
Less distributions to shareholders from: | ||||||||
Net investment income | (0.26 | ) | (0.08 | ) | ||||
Total distributions | (0.26 | ) | (0.08 | ) | ||||
Net asset value, end of period | $ | 8.70 | $ | 8.13 | ||||
Total Return(b) | 10.22 | % | (17.91 | )%(c) | ||||
Ratios and Supplemental Data: | ||||||||
Net assets, end of year (000 omitted) | $ | 27,176 | $ | 22,052 | ||||
Ratio of expenses to average net assets | 0.92 | % | 0.95 | %(d) | ||||
Ratio of net investment income to average net assets | 3.01 | % | 2.54 | %(d) | ||||
Portfolio turnover rate(e) | 32 | % | 7 | %(c) |
(a) | For the period March 31, 2022 (commencement of operations) to September 30, 2022. |
(b) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
(c) | Not annualized |
(d) | Annualized. |
(e) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares. |
62
CUSTOMER PRIVACY NOTICE
FACTS | WHAT DO THE VELA FUNDS (the “Funds”) DO WITH YOUR PERSONAL INFORMATION? | ||
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | ||
What? |
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
| ||
■ | Social Security number | ||
■ | Assets | ||
■ | Retirement Assets | ||
■ | Transaction History | ||
■ | Checking Account Information | ||
■ | Purchase History | ||
■ | Account Balances | ||
■ | Account Transactions | ||
■ | Wire Transfer Instructions | ||
When you are no longer our customer, we continue to share your information as described in this notice. | |||
How? | All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Funds choose to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Do
the Funds share? |
Can
you limit this sharing? |
For
our everyday business purposes – Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No |
For
our marketing purposes – to offer our products and services to you |
No | We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For
our affiliates’ everyday business purposes – information about your transactions and experiences |
No | We don’t share |
For
our affiliates’ everyday business purposes – information about your creditworthiness |
No | We don’t share |
For non-affiliates to market to you | No | We don’t share |
Questions? | Call 1-833-399-1001 |
63
Who we are | |||
Who is providing this notice? |
VELA Funds Ultimus Fund Solutions, LLC (Administrator) Ultimus Fund Distributors, LLC (Distributor) | ||
What we do | |||
How do the Funds protect my personal information? |
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. | ||
How do the Funds collect my personal information? |
We collect your personal information, for example, when you
| ||
■ | Open an account | ||
■ | Provide account information | ||
■ | Give us your contact information | ||
■ | Make deposits or withdrawals from your account | ||
■ | Make a wire transfer | ||
■ | Tell us where to send the money | ||
■ | Tell us who receives the money | ||
■ | Show your government-issued ID | ||
■ | Show your driver’s license | ||
We also collect your personal information from other companies. | |||
Why can’t I limit all sharing? |
Federal law gives you the right to limit only
| ||
■ | Sharing for affiliates’ everyday business purposes – information about your creditworthiness | ||
■ | Affiliates from using your information to market to you | ||
■ | Sharing for non-affiliates to market to you | ||
State laws and individual companies may give you additional rights to limit sharing. | |||
Definitions | |||
Affiliates |
Companies related by common ownership or control. They can be financial and nonfinancial companies.
| ||
VELA Investment Management, LLC, the investment adviser to the Funds, could be deemed to be an affiliate. | |||
Nonaffiliates |
Companies not related by common ownership or control. They can be financial and nonfinancial companies
| ||
■ | The Funds do not share with non-affiliates so they can market to you. | ||
Joint marketing |
A formal agreement between non-affiliated financial companies that together market financial products or services to you.
| ||
■ | The Funds do not jointly market. |
64
APPENDIX A
Intermediary-Specific Sales Charge Waivers and Discounts
The availability of certain initial or deferred sales charge waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or hold Portfolio shares.
Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or contingent deferred (back-end) sales load (“CDSC”) waivers which are discussed below. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase fund shares directly from the fund or through another intermediary to receive these waivers or discounts.
Shareholders purchasing fund shares through a Morgan Stanley Wealth Management brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this prospectus or the Statement of Additional Information.
Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management
● | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans |
● | Morgan Stanley employee and employee-related accounts according to MSSB’s account linking rules |
● | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund |
● | Shares purchased through a Morgan Stanley self-directed brokerage account |
● | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program |
● | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days’ following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
A-1
Investment Adviser
VELA Investment Management, LLC
220 Market Street, Suite 208
New Albany, Ohio 43054
Custodian
Fifth Third Bank, N.A.
Fifth Third Center
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Independent Registered Public Accounting Firm
Cohen & Company Ltd.
1350 Euclid Ave., Suite 800
Cleveland, Ohio 44115
Legal Counsel
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, CO 80202
Distributor
Ultimus Fund Distributors, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
For Additional Information, call
VELA Funds
Toll Free 1-833-399-1001
To Learn More
Several additional sources of information are available to you. 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 reports to shareholders. The funds’ annual report contains management’s discussion of market conditions and investment strategies that significantly affected each fund’s performance during its last fiscal year.
Call the funds at 1-833-399-1001 between the hours of 8:30 a.m. and 6:00 p.m. Eastern time on days the funds are open for business to request free copies of the SAI and the funds’ annual and semi-annual reports, to request other information about the funds and to make shareholder inquiries. On days when the NYSE closes early, the call center hours will be reduced accordingly.
The funds’ SAI, annual and semi-annual reports to shareholders are also available, free of charge, on the funds’ Internet site at www.velafunds.com.
You may obtain reports and other information about the funds on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
No one has been authorized to give any information or to make any representations not contained in this Prospectus or in the funds’ SAI in connection with the offering of fund shares. Do not rely on any such information or representations as having been authorized by the funds or the Adviser. This Prospectus does not constitute an offering by the funds in any jurisdiction where such an offering is not lawful.
The Trust enters into contractual arrangements with various parties, including among others, the funds’ investment adviser, distributor, custodian, and transfer agent who provide services to the funds. Shareholders are not parties to any such contractual arrangements or intended beneficiaries of those contractual arrangements, and those contractual arrangements are not intended to create in any shareholder any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Trust. This Prospectus provides information concerning the funds that you should consider in determining whether to purchase fund shares. Neither this Prospectus nor the SAI is intended, or should be read, to be or give rise to an agreement or contract between the Trust, the Trustees, or the funds and any investor, 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.
Investment Company Act #811-23585