ck0001511699-20230430
Nuance
Concentrated Value Long-Short Fund
Institutional
Class
(Trading
Symbol: NCLSX)
Investor
Class
(Trading
Symbol: NCLIX)
Prospectus
August
28, 2023
The
SEC has not approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Nuance
Concentrated Value Long-Short Fund
A
series of Managed Portfolio Series (the “Trust”)
TABLE
OF CONTENTS
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| Nuance
Concentrated Value Long-Short
Fund |
Investment
Objective
The
objective of the Nuance Concentrated Value Long-Short Fund (the “Fund”) is to
provide long term capital appreciation.
Fees and Expenses of the
Fund
This table describes the fees and expenses that you may pay if you
buy, hold, and sell shares of the Fund. You may pay other fees, such as
brokerage commissions and other fees to financial intermediaries, which are not
reflected in the tables and example below.
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Shareholder
Fees
(fees
paid directly from your investment) |
Investor
Class |
Institutional
Class |
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None |
None |
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
Investor
Class |
Institutional
Class |
| Management
Fees |
1.00% |
1.00% |
| Distribution
and Service (12b-1) Fees |
0.25% |
0.00% |
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Shareholder
Servicing Plan Fees (1) |
0.15% |
0.15% |
| Other
Expenses |
0.14% |
0.14% |
| Dividend
and Interest Expense on Short Sales |
1.96% |
1.95% |
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Acquired
Fund Fees and Expenses (1) |
0.01% |
0.01% |
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Total
Annual Fund Operating Expenses (1) |
3.51% |
3.25% |
(1)The Total Annual
Fund Operating Expenses do not correlate to the ratio of expenses to average net
assets included in the Financial Highlights section of the Fund’s Statutory
Prospectus, which reflects the operating expenses of the Fund and does not
include available (but unused) shareholder servicing plan fees and/or acquired
fund fees and expenses ("AFFE").
Example
This Example is intended to help you compare the costs of
investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund’s operating expenses remain the same (taking into account the expense
limitation for one year). Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
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| One
Year |
Three
Years |
Five
Years |
Ten
Years |
| Investor
Class |
$354 |
$1,077 |
$1,822 |
$3,783 |
| Institutional
Class |
$328 |
$1,001 |
$1,698 |
$3,549 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Fund shares are held in a taxable account. These costs, which are not
reflected in the annual fund operating expenses or in the Example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio
turnover rate was 131% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund seeks to achieve its investment objective by taking long positions in
securities priced below, and short positions in securities priced above, their
estimated intrinsic value as determined by Nuance Investments, LLC (the
“Adviser”). Under normal market conditions, the Fund will take long positions in
15-35 companies, and will take short positions in up to 50 companies, with both
the long and short positions consisting primarily of common stocks of any
capitalization of companies organized in the United States. When the Fund takes
a long position, it purchases a stock outright. When the Fund takes a short
position, it sells, at the current market price, a stock it does not own but has
borrowed in anticipation that the market price of the stock will decline. To
complete, or close out, the short sale transaction, the Fund subsequently is
obligated to replace the security borrowed by purchasing it at the market price
at the time of replacement. Until the security is replaced, the proceeds of the
short sale are retained by the broker, and the Fund is required to pay to the
broker a negotiated portion of any dividends or interest which accrue during the
period of the loan. The Fund makes money when the market price of the borrowed
stock goes down and the Fund is able to replace it for less than it realized by
selling it earlier. Conversely, if the price of the stock goes up after the
short sale, the Fund will lose money because it will have to pay more to replace
the borrowed stock than it received when it sold the stock short.
Although
the Fund will invest primarily in companies organized or traded in the U.S., the
Fund may invest up to 25% of its long assets in non-U.S. companies that are
classified as “developed” by MSCI, Inc. (“MSCI”). Nuance utilizes MSCI to
classify its international holdings. The country classification of a company is
generally determined by the company’s country of incorporation and the primary
listing of its securities. MSCI will classify a company in the country of
incorporation if its securities have a primary listing in that country. In such
cases where a company’s securities have a primary listing outside of the country
of incorporation an additional analysis is performed to determine the company’s
country classification. In addition to the company’s country of incorporation
and the location of the primary listing, MSCI considers secondary listings, if
any, geographic distribution of shareholder base, location of headquarters,
geographic distribution of operations, company history, and the country in which
investors consider the company to be most appropriately classified. As of the
date of this prospectus, the following countries were classified as “developed”
by MSCI: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany,
Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain, Sweden, Switzerland, United Kingdom, and the United
States.
The
Adviser selects securities for the Fund’s investment portfolio by using a
classic value strategy that employs extensive quantitative screening and a
bottom-up fundamental research process. When selecting securities to hold long,
the Adviser seeks to identify leading businesses selling at a discount to fair
value, with the potential to generate above-average rates of return over time.
The Adviser searches across a range of industries and market sectors for
companies that the Adviser believes are high quality, though temporarily out of
favor. The Adviser seeks to select companies that have leading and sustainable
competitive positions and above-average financial strength that trade at a
discount to the Adviser’s internal view of intrinsic value and that also display
downside protection. When selecting securities to sell short, the Adviser seeks
to identify companies across a range of industries and sectors that have average
or below average competitive positions and unattractive risk reward profiles.
From time to time, the Fund may focus its investments in securities of companies
in the same economic sector.
The
Adviser will sell an investment held long when it achieves or surpasses the
Adviser’s proprietary view of intrinsic value or when its competitive position
or financial situation erodes beyond the Adviser’s expectations. Conversely, the
Adviser will close a short position, or buy the security to cover a short
investment, when the security no longer has an attractive risk reward profile or
when the security’s competitive position or financial situation improves beyond
the Adviser’s expectations. The Adviser expects the Fund’s active trading of
portfolio securities may result in a portfolio turnover rate in excess of 100%
on an annual basis.
The
Fund intends to maintain net exposure (the market value of long positions minus
the market value of short positions) of between 100% net long and 25% net short.
Under normal market conditions, the Fund’s long positions may range from 75% to
100% and its short positions may range from 0% to 100%.
The
Fund is “non-diversified,” meaning that a relatively high percentage of its
assets may be invested in a limited number of issuers of
securities.
Principal
Risks
As
with any mutual fund, there are risks to investing. An investment in
the Fund is not a deposit of a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation ("FDIC") or any other governmental
agency. In addition to possibly not
achieving your investment goals, you could lose all or a portion of your
investment in the Fund over short or even long periods of
time. The principal risks of investing in the Fund
are:
General
Market Risk. The
Fund’s net asset value ("NAV") and investment return will fluctuate based upon
changes in the value of its portfolio securities. Certain
securities selected for the Fund’s portfolio may be worth less than the price
originally paid for them, or less than they were worth at an earlier time.
Management
Risk. The
Fund may not meet its investment objective or may underperform the market or
other mutual funds with similar strategies if the Adviser cannot successfully
implement the Fund’s investment strategies.
Non-Diversified
Fund Risk. Because
the Fund is “non-diversified” and may invest a greater percentage of its assets
in the securities of a single issuer, a decline in the value of an investment in
a single issuer could cause the Fund’s overall value to decline to a greater
degree than if the Fund held a more diversified
portfolio.
Value-Style
Investing Risk.
The Fund’s value investments are subject to the risk that their intrinsic values
may not be recognized by the broad market or that their prices may
decline.
Equity
Securities Risk.
The equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific industries, sectors, geographic markets, or companies in which the Fund
invests.
Sector
Emphasis Risk.
The securities of companies in the same or related businesses (“industry
sectors”), if comprising a significant portion of the Fund’s portfolio, may in
some circumstances react negatively to market conditions, interest rates and
economic, regulatory or financial developments, and adversely affect the value
of the Fund’s portfolio, to a greater extent than if such securities comprised a
lesser portion of the Fund’s portfolio or the Fund’s portfolio was diversified
across a greater number of industry sectors. Some industry sectors have
particular risks that may not affect other sectors.
Large-Cap,
Mid-Cap and Small-Cap Companies Risk.
The Fund’s investment in larger companies is subject to the risk that larger
companies are sometimes unable to attain the high growth rates of successful,
smaller companies, especially during extended periods of economic
expansion. Securities of mid-cap and small-cap companies may be more
volatile and less liquid than the securities of large-cap
companies.
Foreign
Securities Risk.
Investments in securities of foreign companies involve risks not ordinarily
associated with investments in securities and instruments of U.S. companies,
including risks relating to political, social and economic developments abroad
and differences between U.S. and foreign regulatory and tax requirements and
market practices, including fluctuations in foreign currencies. There may be
less information publicly available about foreign companies than about a U.S.
company, and many foreign companies are not subject to accounting, auditing, and
financial reporting standards, regulatory framework and practices comparable to
those in the U.S.
Currency
Risk. When
the Fund buys or sells securities on a foreign stock exchange, the transaction
is undertaken in the local currency rather than in U.S. dollars, which carries
the risk that the value of the foreign currency will increase or decrease, which
may impact the value of the Fund’s portfolio holdings and your investment.
Non-U.S. countries may adopt economic policies and/or currency exchange controls
that affect its currency valuations in a disadvantageous manner for U.S.
investors and companies and restrict or prohibit the Fund’s ability to
repatriate both investment capital and income, which could place the Fund’s
assets in such country at risk of total loss.
Short
Sales Risk.
In establishing a short position in a security, the Fund is subject to the risk
that it may not always be able to borrow a security, or to close out a short
position at a particular time or at an acceptable price. If the price of the
borrowed security increases between the date of the short sale and the date on
which the Fund replaces the security or closes out the position, the Fund will
experience a loss.
Any
loss will be increased by the amount of compensation, interest or dividends, and
transaction costs that the Fund must pay to a lender of the security.
Because
the Fund may invest the proceeds of a short sale, another risk of short selling
is similar to the effect of leverage, in that it amplifies changes in the Fund’s
NAV and may increase losses and the volatility of returns. The extent of such
loss, because it stems from increases in the value of the security sold short,
is theoretically unlimited.
Portfolio
Turnover Risk.
A high portfolio turnover rate (100% or more) has the potential to result in the
realization and distribution to shareholders of higher capital gains, which may
subject you to a higher tax liability. A high portfolio turnover rate also leads
to higher transactions costs.
Epidemic
Risk.
Widespread disease, including pandemics and epidemics have been and can be
highly disruptive to economies and markets, adversely impacting individual
companies, sectors, industries, markets, currencies, interest and inflation
rates, credit ratings, investor sentiment, and other factors affecting the value
of the Fund’s investments. Given the increasing interdependence among global
economies and markets, conditions in one country, market, or region are
increasingly likely to adversely affect markets, issuers, and/or foreign
exchange rates in other countries, including the U.S. These disruptions could
prevent the Fund from executing advantageous investment decisions in a timely
manner and negatively impact the Fund’s ability to achieve its investment
objectives. Any such event(s) could have a significant adverse impact on the
value and risk profile of the Fund.
Performance
The accompanying
bar chart and table provide some indication of the risks of investing in the
Fund by showing how the Fund’s total returns have varied from year to
year. Figures shown in the bar chart are for the Fund’s
Institutional Class returns. Next to the bar chart are the Fund’s highest and
lowest quarterly returns during the period shown in the bar chart. The
performance table that follows shows the Fund’s average annual total returns
over time compared with broad-based securities market indices. Past
performance (before and after taxes) will not necessarily continue in the
future. Updated performance information is available on the
Fund’s website at https://www.nuanceinvestments.com/concentrated-value-long-short-fund
or by calling 1-855-NUANCE3 (1-855-682-6233).
Calendar Year Total Returns
as of December 31:
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Best
Quarter |
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Worst
Quarter |
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Q4 2020 9.02% |
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Q4 2021 -11.14% |
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Year-to-Date as of
June 30,
2023 |
| 7.83% |
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| Average
Annual Total Returns for the periods ended December 31,
2022 |
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| One
Year |
Five
Years |
Since
Inception
(12/31/2015) |
| Institutional
Class Shares |
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Return
Before Taxes |
4.40% |
0.83% |
2.62% |
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Return After
Taxes on Distributions |
3.66% |
-0.21% |
1.54% |
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Return After
Taxes on Distributions and Sale of Fund
Shares |
2.94% |
0.54% |
1.87% |
| Investor
Class Shares |
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Return
Before Taxes |
4.14% |
0.58% |
2.33% |
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S&P 500
Index (reflects no deduction for
fees, expenses or taxes) |
-18.11% |
9.42% |
11.48% |
After tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
The “Return After Taxes on
Distributions and Sale of Fund Shares” may be higher than other return figures
because when a capital loss occurs upon redemption of portfolio shares, a tax
deduction is provided that benefits the investor. Actual
after-tax returns depend on your situation and may differ from those shown.
After-tax returns are shown
only for the Institutional Class; after-tax returns for the Investor Class will
vary to the extent it has different expenses. Furthermore, the after-tax
returns shown are not relevant to those investors who hold their shares through
tax-advantaged arrangements such as 401(k) plans or individual retirement
accounts (“IRAs”).
Management
Investment
Adviser
Nuance
Investments, LLC is the Fund’s investment adviser.
Portfolio
Manager
Scott
A. Moore, CFA, President and Co-Chief Investment Officer of the Adviser since
November 2008, is the co-portfolio manager responsible for the day-to-day
management of the Fund. He has managed the Fund since its inception in December
2015.
Chad
Baumler, CFA, Vice President and Co-Chief Investment Officer, is the
co-portfolio manager responsible for the day-to-day management of the Fund. He
has managed the Fund since its inception in December 2015.
Darren
Schryer, CFA, CPA, Portfolio Manager is the co-portfolio manager responsible for
the day-to-day management of the Fund. He has managed the Fund since January
2020.
Jack
Meurer, CFA, Associate Portfolio Manager is the co-portfolio manager responsible
for the day-to-day management of the Fund. He has managed the Fund since July
2022.
Purchase
and Sale of Fund Shares
You
may purchase or redeem Fund shares on any day that the New York Stock Exchange
(“NYSE”) is open for business by written request via mail (Nuance Concentrated
Value Long-Short Fund, c/o U.S. Bank Global Fund Services, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701), by contacting the Fund by telephone at
1-855-NUANCE3 (1-855-682-6233), by wire transfer, or through a financial
intermediary. The minimum initial and subsequent investment amounts for each
share class are shown below. The Adviser may reduce or waive the
minimums.
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| Investor
Class |
Institutional
Class |
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Minimum
Initial Investment |
$2,500 |
$10,000 |
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Subsequent
Minimum Investment |
$100 |
$100 |
Tax
Information
The
Fund’s distributions are generally taxable, and will be taxed as ordinary income
or capital gains, unless you are a tax-exempt organization or are investing
through a tax-advantaged arrangement such as a 401(k) plan or IRA. Distributions
on investments made through tax-advantaged arrangements may be taxed as ordinary
income when withdrawn from those accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase Fund shares through a broker-dealer or other financial intermediary
(such as a bank or financial advisor), the Fund and/or its Adviser may pay the
intermediary for the sale of Fund shares and related services. These payments
may create conflicts of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
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| Investment
Objective, Strategies, Risks and Disclosure of Portfolio
Holdings |
The
Fund’s investment objective is to seek to provide long-term capital
appreciation. The Fund’s investment objective is not fundamental and may be
changed without the approval of the Fund’s shareholders upon 60 days’ prior
written notice to shareholders.
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| Principal
Investment Strategies |
The
Fund seeks to achieve its investment objective by taking long and short
positions in securities that are selected using a classic value strategy. To
establish long positions for the Fund, the Adviser seeks to identify leading
businesses that have above-average returns on capital and above-average
financial strength, while being priced materially below the Adviser’s
proprietary calculation of intrinsic value and also displaying downside
protection. When the Fund takes a long position, it purchases a stock
outright.
To
establish short positions for the Fund, the Adviser seeks to identify businesses
that have average to below-average returns on capital and average to
below-average financial strength, while being priced materially above the
Adviser’s proprietary calculation of intrinsic value. When the Fund takes a
short position, it sells, at the current market price, a stock it does not own
but has borrowed in anticipation that the market price of the stock will
decline. To complete, or close out, the short sale transaction, the Fund
subsequently is obligated to replace the security borrowed by purchasing it at
the market price at the time of replacement. The Fund is said to have a “short
position” in the securities sold until it delivers them to the broker. The
period during which the Fund has a short position can range from as little as
one day to more than a year. The Fund makes money when the market price of the
borrowed stock goes down and the Fund is able to replace it for less than it
realized by selling it earlier. Conversely, if the price of the stock goes up
after the short sale, the Fund will lose money because it will have to pay more
to replace the borrowed stock than it received when it sold the stock short.
Until the security is replaced, the proceeds of the short sale are retained by
the broker, and the Fund is required to pay to the broker a negotiated portion
of any dividends or interest which accrue during the period of the loan. To meet
current margin requirements, the Fund is also required to deposit with the
broker cash or securities in excess of the current market value of the
securities sold short as security for its obligation to cover its short
position. The Fund is also required to segregate or earmark liquid assets on its
books to cover its obligation to return the security.
Using
proprietary quantitative fundamental data (e.g. normalized returns on assets,
normalized returns on equity, net debt to total capital) and proprietary
valuation statistics (e.g. normalized price to earnings, normalized cash flow),
the Adviser identifies a universe of companies in which the Fund may potentially
invest. From this universe, the Adviser utilizes fundamental research to
determine which companies to monitor for potential investments. The Adviser
reviews each company on its own investment merits using company reports,
regulatory filings, research reports, and interviews with company executives,
investment analysts, suppliers, and competitors. The Adviser then assesses the
current and prospective competitive situation of the business, the current and
sustainable returns on capital of the business, and the current and prospective
financial strength and flexibility of the business. The goal of the Adviser’s
research process is to assess the relative attractiveness or unattractiveness of
the company being studied, and determine whether it has a strong and stable
market share position, strong and sustainable returns on capital, and an
appropriate level of financial strength to enable the business to maintain its
level of competitiveness.
The
Fund will typically establish 15 to 35 long positions in companies of any
capitalization that provide a greater potential for return on capital than other
available market opportunities, consistent with reasonable investment risk, and
establish up to 50 short positions in companies that have average or below
average competitive positions and unattractive risk reward profiles. The Fund
intends to maintain net exposure (the market value of long positions minus the
market value of short positions) of between 100% net long and 25% net short.
Under normal market conditions, the Fund’s long positions may range from 75% to
100% and its short positions may range from 0% to 100%. From time to time, the
Fund may focus its investments in securities of companies in the same economic
sector.
The
Fund will sell an investment held long, and close or cover an investment sold
short, when it no longer represents an asymmetrical risk reward compared with
other market opportunities. The Fund will also sell a security held long when
the security achieves or surpasses the Adviser’s proprietary view of intrinsic
value, or when the security’s competitive position or financial situation erodes
beyond the Adviser’s expectations. Conversely, the Fund will close or cover a
short position when the security no longer offers a compelling risk reward
profile or when a company’s competitive position or financial situation improves
beyond the Adviser’s expectations. The Adviser expects the Fund’s active trading
of portfolio securities may result in a portfolio turnover rate in excess of
100% on an annual basis.
Although
the Fund will invest primarily in companies organized or traded in the U.S., the
Fund may invest up to 25% of its long assets in non-U.S. companies that are
classified as “developed” by MSCI. Nuance utilizes MSCI to classify its
international holdings. The country classification of a company is generally
determined by the company’s country of incorporation and the primary listing of
its securities. MSCI will classify a company in the country of incorporation if
its securities have a primary listing in that country. In such cases where a
company’s securities have a primary listing outside of the country of
incorporation, an additional analysis is performed to determine the company’s
country classification. As of the date of this prospectus, the following
countries were classified as “developed” by MSCI: Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy,
Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland, United Kingdom, and the United States.
In
considering whether to establish a position in the securities of a foreign
company, the Adviser considers such factors as the characteristics of the
particular company, differences between economic trends and the performance of
securities markets within the U.S. and those within other countries, and also
factors relating to the general economic, governmental and social conditions of
the country or countries where the company is located. The extent to which the
Fund invests in foreign companies will fluctuate from time to time depending on
the Adviser’s assessment of prevailing market, economic and other
conditions.
Cash
or Similar Investments and Temporary Strategies of the Fund.
At the Adviser’s discretion, the Fund may invest in high-quality, short-term
debt securities and money market instruments for (i) temporary defensive
purposes in amounts up to 100% of the Fund’s assets in response to adverse
market, economic, or political conditions and (ii) retaining flexibility in
meeting redemptions, paying expenses, and identifying and assessing investment
opportunities. These short-term debt securities and money market instruments
include cash, shares of other mutual funds, commercial paper, certificates of
deposit, bankers’ acceptances, U.S. government securities, and repurchase
agreements. To the extent that the Fund invests in money market mutual funds for
its cash position, there will be some duplication of expenses because the Fund
will bear its pro rata portion of such money market fund's management fees and
operational expenses. Taking a temporary defensive position may result in the
Fund not achieving its investment objective.
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| Principal
Risks of Investing in the Fund |
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. An investment in the Fund is not a deposit of a
bank and is not insured or guaranteed by the FDIC or any other governmental
agency. There can be no assurance that the Fund will achieve its investment
objective. Remember, in addition to possibly not achieving your investment
goals, you
could lose all or a portion of your investment in the Fund.
The principal risks of investing in the Fund are:
General
Market Risk. The
NAV and investment return of the Fund will fluctuate based upon changes in the
value of the Fund’s portfolio securities. The market value of a security may
move up or down, sometimes rapidly and unpredictably. These fluctuations may
cause a security to be worth less than the price originally paid for it, or less
than it was worth at an earlier time. Market risk may affect a single issuer,
industry, sector of the economy or the market as a whole. U.S. and international
markets have experienced, and may continue to experience, volatility, which may
increase risks associated with an investment in the Fund. Certain social,
political, economic, environmental and other conditions and events (such as
natural disasters and weather-related phenomena generally, epidemics and
pandemics, terrorism, conflicts and social unrest) may adversely interrupt the
global economy and result in prolonged periods of significant market volatility.
The market value of securities in which the Fund invests is based upon the
market’s perception of value and is not necessarily an objective measure of the
securities’ value. In some cases, for example, the stock prices of individual
companies have been negatively affected even though there may be little or no
apparent degradation in the financial condition or prospects of the issuers.
Similarly, the debt markets have experienced substantially lower valuations,
reduced liquidity, price volatility, credit downgrades, increased likelihood of
default, and valuation difficulties. As a result of this significant volatility,
many of the following risks associated with an investment in the Fund may be
increased. Continuing market volatility may have adverse effects on the
Fund.
Management
Risk. The
ability of the Fund to meet its investment objective is directly related to the
Adviser’s investment strategies for the Fund. The value of your investment in
the Fund may vary with the effectiveness of the Adviser’s research, analysis and
asset allocation among portfolio securities. If the Adviser’s investment
strategies do not produce the expected results, the value of your investment
could be diminished or even lost entirely and the Fund could underperform the
market or other mutual funds with similar investment objectives.
Non-Diversified
Fund Risk. The
Fund is “non-diversified” and therefore is not required to meet certain
diversification requirements under federal laws. The Fund may invest a greater
percentage of its assets in the securities of a single issuer and may have fewer
holdings than other mutual funds. As a result, a decline in the value of an
investment in a single issuer could cause the Fund’s overall value to decline to
a greater degree than if the Fund held a more diversified
portfolio.
Value-Style
Investing Risk.
The Fund’s investments in value stocks may react differently to issuer,
political, market, and economic developments than the general market and other
types of stocks. Value stocks tend to be inexpensive relative to their earnings
or assets compared to other types of stocks. However, value stocks may continue
to be inexpensive for long periods of time and may not ever realize their full
value. Also, if the market does not consider a stock to be undervalued, then the
value of the stock may decline even if stock prices are generally
rising.
Equity
Securities Risk. The
Fund’s investments in equity securities are susceptible to general stock market
fluctuations and to volatile increases and decreases in value as market
confidence in and perceptions of their issuers change. These investor
perceptions are based on various and unpredictable factors including:
expectations regarding government, economic, monetary and fiscal policies;
inflation and interest rates; economic expansion or contraction; global and/or
regional political, economic and banking crises; and factors affecting specific
industries, sectors or companies in which the Fund invests. The Fund’s NAV and
investment return will fluctuate based upon changes in the value of its
portfolio securities.
Sector
Emphasis Risk.
The securities of companies in the same or related businesses (“industry
sectors”), if comprising a significant portion of either Fund’s portfolio, may
in some circumstances react negatively to market conditions, interest rates and
economic, regulatory or financial developments and adversely affect the value of
the Fund’s portfolio to a greater extent than if such securities comprised a
lesser portion of the Fund’s portfolio or the Fund’s portfolio was diversified
across a greater number of industry sectors. Some industry sectors have
particular risks that may not affect other sectors.
Large-Cap
Company Risk. The
Fund’s investments in larger, more established companies are subject to the risk
that larger companies are sometimes unable to attain the high growth rates of
successful, smaller companies, especially during extended periods of economic
expansion. Larger, more established companies may be unable to respond quickly
to new competitive challenges such as changes in consumer tastes or innovative
smaller competitors potentially resulting in lower markets for their common
stock.
Mid-Cap
and Small-Cap Companies Risk. The
Fund invests in mid-cap and small-cap companies. These companies may not have
the management experience, financial resources, product or business
diversification and competitive strengths of large-cap companies. Therefore,
their securities may have more price volatility and be less liquid than the
securities of larger, more established companies. Their stocks may also be
bought and sold less often and in smaller amounts than larger company stocks.
Because of this, if the Adviser wants to sell a large quantity of a mid-cap or
small-cap company stock, it may have to sell at a lower price than it might
prefer, or it may have to sell in smaller than desired quantities over a period
of time. Analysts and other investors may follow these companies less actively
and therefore information about these companies may not be as readily available
as that for large-cap companies.
Foreign
Securities Risk. The
risks of investing in securities of foreign companies involves risks not
generally associated with investments in securities of U.S. companies, including
risks relating to political, social and economic developments abroad and
differences between U.S. and foreign regulatory and tax requirements and market
practices. Securities that are denominated in foreign currencies are subject to
the further risk that the value of the foreign currency will fall in relation to
the U.S. dollar and/or will be affected by volatile currency markets or actions
of U.S. and foreign governments or central banks. Foreign securities may be
subject to greater fluctuations in price than securities of U.S. companies
because foreign markets may be smaller and less liquid than U.S. markets. There
may be less information publicly available about foreign companies than about a
U.S. company, and many foreign companies are not subject to accounting,
auditing, and financial reporting standards, regulatory framework and practices
comparable to those in the U.S. Ongoing concerns regarding the economies of
certain European countries and/or their sovereign debt, as well as the
possibility that one or more countries might leave the European Union (the
“EU”), create risks for investing in the EU. In 2020, the United Kingdom (the
“UK”) withdrew from the EU (known as “Brexit”). As a result of Brexit, the
financial markets experienced high levels of volatility and there is
considerable uncertainty as to the arrangements that will apply to the UK’s
relationship with the EU and other countries going forward. This prolonged
uncertainty may affect other countries in the EU and elsewhere. The exit by the
UK or other member states will likely result in increased uncertainty,
volatility, illiquidity and potentially lower economic growth in the affected
markets.
Currency
Risk.
When the Fund buys or sells securities on a foreign stock exchange, the
transaction is undertaken in the local currency rather than in U.S. dollars. In
purchasing or selling local currency to execute transactions on foreign
exchanges, the Fund will be exposed to the risk that the value of the foreign
currency will increase or decrease, which may impact the value of the Fund’s
portfolio holdings. Some countries have and may continue to adopt internal
economic policies that affect its currency valuations in a manner that may be
disadvantageous for U.S. investors or U.S. companies seeking to do business in
those countries. In addition, a country may impose formal or informal currency
exchange controls. These controls may restrict or prohibit the Fund’s ability to
repatriate both investment capital and income, which could undermine the value
of the Fund’s portfolio holdings and potentially place the Fund’s assets at risk
of total loss.
Short
Sales Risk. Short
sales by the Fund create opportunities to increase the Fund’s return but, at the
same time, involve specific risk considerations. Since the Fund in effect
profits from a decline in the price of the securities sold short without the
need to invest the full purchase price of the securities on the date of the
short sale, the Fund’s NAV will tend to increase more when the securities it has
sold short decrease in value, and to decrease more when the securities it has
sold short increase in value, than would otherwise be the case if it had not
engaged in such short sales. The amount of any gain will be decreased, and the
amount of any loss increased, by the amount of any premium, dividends or
interest the Fund may be required to pay in connection with the short sale.
Furthermore, under adverse market conditions, the Fund might have difficulty
purchasing securities to meet its short sale delivery obligations, and might
have to sell portfolio securities to raise the capital necessary to meet its
short sale obligations at a time when fundamental investment considerations
would not favor such sales. Because the Fund may invest the proceeds of a short
sale, another effect of short selling on the Fund is similar to the effect of
leverage, in that it amplifies changes in the Fund’s NAV since it increases the
exposure of the Fund to the market and may increase losses and the volatility of
returns. In addition, because the fund’s loss on a short sale stems from
increases in the value of the security sold short, the extent of such loss, like
the price of the security sold short, is theoretically unlimited. By contrast, a
fund’s loss on a long position arises from decreases in the value of the
security and therefore is limited by the fact that a security’s value cannot
drop below zero.
Portfolio
Turnover Risk.
The Fund may experience high portfolio turnover. A high portfolio turnover rate
(100% or more) has the potential to result in the realization and distribution
to shareholders of higher capital gains. This may subject you to a higher tax
liability. Distributions to shareholders of short-term capital gains are taxed
as ordinary income under Federal tax laws. A high portfolio turnover rate also
leads to higher transactions costs, which could negatively affect the Fund’s
performance.
Epidemic
Risk.
Widespread disease, including pandemics and epidemics have been and can be
highly disruptive to economies and markets, adversely impacting individual
companies, sectors, industries, markets, currencies, interest and inflation
rates, credit ratings, investor sentiment, and other factors affecting the value
of the Fund’s investments. Given the increasing interdependence among global
economies and markets, conditions in one country, market, or region are
increasingly likely to adversely affect markets, issuers, and/or foreign
exchange rates in other countries, including the U.S. These disruptions could
prevent the Fund from executing advantageous investment decisions in a timely
manner and negatively impact the Fund’s ability to achieve its investment
objectives. Any such event(s) could have a significant adverse impact on the
value and risk profile of the Fund.
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio holdings is available in the Fund’s Statement of
Additional Information (“SAI”).
The
Fund has entered into an investment advisory agreement (“Advisory Agreement”)
with Nuance Investments, LLC, located at 4900 Main Street, Suite 220, Kansas
City, Missouri 64112. Established in 2008, the Adviser is an SEC-registered
investment adviser that provides investment advisory services to private clients
and institutions. As of June 30, 2023, the Adviser had about $5.51 billion in
assets under management. The Adviser is indirectly majority-owned by Scott
Moore. Under the Advisory Agreement, the Adviser manages the Fund’s investments
subject to the supervision of the Board of Trustees.
The
Adviser has overall supervisory responsibility for the general management and
investment of the Fund’s securities portfolio. The Adviser also furnishes the
Fund with office space and certain administrative services and provides most of
the personnel needed to fulfill its obligations under its advisory agreement.
For its services, the Fund pays the Adviser a monthly management fee that is
calculated at the annual rate of 1.00% of the Fund’s average daily net
assets.
Fund
Expenses.
The Fund is responsible for its own operating expenses. Pursuant to an Operating
Expenses Limitation Agreement between the Adviser and the Trust, on behalf of
the Fund, the Adviser has contractually agreed to waive its management fees, and
pay Fund expenses, in order to ensure that Total Annual Fund Operating Expenses
(excluding AFFE, leverage/borrowing interest, interest expense, dividends paid
on short sales, taxes, brokerage commissions, and extraordinary expenses) do not
exceed 1.55% of the average daily net assets of the Investor Class and 1.30% of
the average daily net assets of the Institutional Class. Fees waived and
expenses paid by the Adviser may be recouped by the Adviser for a period of 36
months following the month during which such waiver and/or expense payment was
made if such recoupment can be achieved without exceeding the expense limit in
effect at the time the fee waiver and/or expense payment occurred and the
expense limit in place at the time of recoupment. The Operating Expenses
Limitation Agreement is indefinite in term and cannot be terminated through at
least August 28, 2024. Thereafter, the agreement may be terminated at any time
upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or
the Adviser, with the consent of the Board.
As
a result of the Operating Expenses Limitation Agreement the Adviser has with the
Fund, and the recoupment permitted under the agreement, the Adviser was
effectively paid a management fee equal to 1.02% of the Fund’s average daily net
assets for the fiscal year ended April 30, 2023.
A
discussion regarding the basis of the Board of Trustees’ approval of the
Advisory Agreement is available in the Fund’s annual report to shareholders for
the year ended April 30, 2023.
The
Fund, as a series of the Trust, does not hold itself out as related to any other
series of the Trust for purposes of investment and investor services, other than
the Nuance Concentrated Value Fund and the Nuance Mid Cap Value Fund
(collectively with the Fund, the “Nuance Funds”), nor does it share the same
investment adviser with any other series other than the Nuance
Funds.
Scott
A. Moore, CFA®
Mr.
Moore is the President and Co-Chief Investment Officer of the Adviser. Mr. Moore
has 32 years of investment experience and 24 years of portfolio management
experience using a classic value approach. Prior to founding Nuance Investments,
LLC in 2008, Mr. Moore served as Vice President and Senior Portfolio Manager at
American Century Investments (ACI) from 1999 to 2008. At ACI, he managed more
than $10 billion in institutional, intermediary, and mutual fund assets. During
his ten-year portfolio management tenure at ACI, Mr. Moore was the lead manager
of the American Century Mid Cap Value Fund, co-manager of the American Century
Equity Income Fund, and co-manager of the American Century Value Fund. Prior to
becoming a Portfolio Manager at ACI, Mr. Moore was an Investment Analyst at ACI
from 1996 to 1999, specializing in the Telecommunications, Utilities, and
Industrials sectors. Mr. Moore also worked at Boatmen’s Trust Company in St.
Louis as an Investment Analyst from 1995 to 1996, and at ACI as a Fixed Income
Investment Analyst from 1993 to 1995. Mr. Moore holds a Master of Business
Administration (MBA) with an emphasis in Finance from the University of
Missouri, and a Bachelor of Science (BS) with an emphasis in Finance from
Southern Illinois University. He is a CFA ® charterholder and a member of the
CFA institute.
Chad
Baumler, CFA®
Mr.
Baumler is a Vice President and Co-Chief Investment Officer with the Adviser,
co-managing the Nuance Concentrated Value, Nuance Concentrated Value Long-Short
and Nuance Mid Cap Value products. He also focuses his analytical skills on the
Energy, Financials and Real Estate sectors. Mr. Baumler has over 16 years of
investment analyst experience, and 11 years of portfolio management experience
using a classic value approach.
Before
joining Nuance in 2014, Mr. Baumler was a Portfolio Manager for American Century
Investments (ACI) from 2013-2014 where he co-managed the American Century Value
Fund and the American Century Market Neutral Fund. Prior to becoming a Portfolio
Manager, from 2007-2013, he spent six years as an Investment Analyst at ACI
specializing in the Energy and Financials sectors. Mr. Baumler also has
experience working in the commercial real estate industry at CB Richard Ellis,
Inc. in Kansas City, Missouri.
Mr.
Baumler holds a Bachelor of Arts (BA) in Finance from the University of Northern
Iowa and a Master of Business Administration (MBA) with a concentration in
Finance from the University of Texas, McCombs School of Business. He is a CFA ®
charterholder and a member of the CFA institute.
Darren
Schryer, CFA®,
CPA
Mr.
Schryer is a Portfolio Manager with the Adviser, advising on the Nuance
Concentrated Value, Nuance Mid Cap Value and Nuance Concentrated Value
Long-Short products. He also focuses his analytical skills on the Health Care,
Communication Services, and Information Technology sectors.
Before
joining Nuance in 2016, Mr. Schryer was a Managing Director and Portfolio
Manager for the MBA Investment Fund at the University of Texas, McCombs School
of Business. He also spent three years as a Financial Advisor with Bluestone
Financial Advisors in Bethesda, Maryland. Prior to working for Bluestone, he
worked as an Audit & Tax Associate for the Reznick Group. Mr. Schryer holds
Bachelor of Science (BS) degrees in both Finance and Accounting from the
University of Maryland and a Master of Business Administration (MBA) degree with
a concentration in Investment Management from the University of Texas, McCombs
School of Business. He is a CFA® charterholder and a member of the CFA
Institute.
Jack
Meurer, CFA®
Mr.
Meurer is an Associate Portfolio Manager with the Adviser, advising on the
Nuance Concentrated Value, Nuance Mid Cap Value and Nuance Concentrated Value
Long-Short products. He also focuses his analytical skills on the Industrials,
Energy, and Utilities sectors. Mr. Meurer joined the Adviser in
2017.
During
Mr. Meurer’s tenure in the University of Wisconsin-Madison's Applied Security
Analysis Program from 2016 - 2017, he was an Analyst and Portfolio Manager for
one of the program's equity investment funds. Mr. Meurer holds a Bachelor of
Business Administration (BBA) degree in Finance from the University of
Wisconsin-Madison and a Master of Science (MS) degree in Finance from the
University of Wisconsin-Madison’s Applied Security Analysis Program. He is a
CFA® charterholder and a member of the CFA institute.
The
Fund’s SAI provides additional information about the portfolio managers’
compensation, other accounts managed by the portfolio managers and each
portfolio manager’s ownership of Fund shares.
The
price of each class of the Fund’s shares is based on its NAV. The NAV of each
class is calculated by dividing its total assets, less the liabilities, by the
number of its shares outstanding. The NAV of each class is calculated at the
close of regular trading of the NYSE, which is generally 4:00 p.m., Eastern
Time. The NAV will not be calculated, nor may investors purchase or redeem Fund
shares, on days that the NYSE is closed for trading, even though certain Fund
securities (i.e., foreign or debt securities) may trade on days the NYSE is
closed, and such trading may materially affect the Fund’s NAV.
The
Fund’s assets are generally valued at their market price using valuations
provided by independent pricing services. If market quotations are not readily
available, securities will be valued at their fair market value as determined
using the “fair value” procedures approved by the Board. The Board reviews, no
less frequently than annually, the adequacy of the policies and procedures of
the Fund and the effectiveness of their implementation. These fair value pricing
procedures will also be used to price a security when corporate events, events
in the securities market and/or world events cause the Adviser to believe that a
security’s last sale price may not reflect its actual market value. The intended
effect of using fair value pricing procedures is to ensure that the Fund is
accurately priced. The Board will regularly evaluate whether the Trust’s fair
value pricing procedures continue to be appropriate in light of the specific
circumstances of the Fund and the quality of prices obtained through the
application of such procedures.
When
fair value pricing is employed, the security prices that the Fund uses to
calculate its NAV may differ from quoted or published prices for the same
securities. Due to the subjective and variable nature of fair value pricing, it
is possible that the fair value determined for a particular security may be
materially different (higher or lower) than the price of the security quoted or
published by others, the value when trading resumes, and/or the value realized
upon the security’s sale. Therefore, if a shareholder purchases or redeems Fund
shares when the Fund holds securities priced at a fair value, the number of
shares purchased or redeemed may be higher or lower than it would be if the Fund
was using market value pricing.
Certain
foreign securities may be valued at intraday market values in such foreign
markets. Additionally, in the case of foreign securities, the occurrence of
certain events (such as a significant surge or decline in the U.S. or other
markets) after the close of foreign markets, but prior to the time the Fund’s
NAV is calculated will often result in an adjustment to the trading prices of
foreign securities when foreign markets open on the following business day. If
such events occur, the Fund will value foreign securities at fair value, taking
into account such events, in calculating the NAV. In such cases, use of fair
valuation can reduce an investor’s ability to profit by estimating the Fund’s
NAV in advance of the time the NAV is calculated. In addition, the Fund’s
investments in smaller or medium capitalization companies is more likely to
require a fair value determination because they may be more thinly traded and
less liquid than securities of larger companies. The Trust anticipates that the
Fund’s portfolio holdings will be fair valued only if market quotations for
those holdings are unavailable or considered unreliable.
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| How
to Purchase Fund Shares |
Shares
of the Fund are purchased at the NAV per share next calculated after your
purchase order is received in good order by the Fund (as defined below). Shares
may be purchased directly from the Fund or through a financial intermediary,
including but not limited to, certain brokers, financial planners, financial
advisors, banks, insurance companies, retirement, benefit and pension plans or
certain packaged investment products.
Shares
of the Fund have not been registered and are not offered for sale outside of the
United States. The Fund generally does not sell shares to investors residing
outside the United States, even if they are United States citizens or lawful
permanent residents, except to investors with United States military APO or FPO
addresses or in certain other circumstances where the Chief Compliance Officer
and Anti-Money Laundering Officer for the Trust conclude that such sale is
appropriate and is not in contravention of U.S. law.
A
service fee, currently $25, as well as any loss sustained by the Fund, will be
deducted from a shareholder’s account for any purchases that do not clear. The
Fund and U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global
Fund Services, the Fund’s transfer agent (the “Transfer Agent”), will not be
responsible for any losses, liability, cost or expense resulting from rejecting
any purchase order. Your initial order will not be accepted until a completed
account application (an “Account Application”) is received by the Fund or the
Transfer Agent.
Investment
Minimums.
The minimum initial investment amount is $2,500 for the Investor Class shares
and $10,000 for the Institutional Class shares. The minimum investment amount
for subsequent investments is $100 for all classes. The Adviser reserves the
right to waive the minimum initial or subsequent investment. Shareholders will
be given at least 30 days’ written notice of any increase in the minimum dollar
amount of initial or subsequent investments.
Purchases
through Financial Intermediaries.
For share purchases through a financial intermediary, you must follow the
procedures established by your financial intermediary. Your financial
intermediary is responsible for sending your purchase order and payment to the
Fund’s Transfer Agent. Your financial intermediary holds the shares in your name
and receives all confirmations of purchases and sales from the Fund. Your
financial intermediary may charge for the services that it provides to you in
connection with processing your transaction order or maintaining an account with
it.
If
you place an order for the Fund’s shares through a financial intermediary that
is authorized by the Fund to receive purchase and redemption orders on its
behalf (an “Authorized Intermediary”), your order will be processed at the
applicable price calculated after receipt by the Authorized Intermediary,
consistent with applicable laws and regulations. Authorized Intermediaries are
authorized to designate other Authorized Intermediaries to receive purchase and
redemption orders on the Fund’s behalf.
If
your financial intermediary is not an Authorized Intermediary, your order will
be processed at the applicable price next calculated after the Transfer Agent
receives your order from your financial intermediary. Your financial
intermediary must agree to send to the Transfer Agent immediately available
funds in the amount of the purchase price in accordance with the Transfer
Agent’s procedures. If payment is not received in a timely manner, the Transfer
Agent may rescind the transaction and your financial intermediary will be held
liable for any resulting fees or losses. Financial intermediaries that are not
Authorized Intermediaries may set cut-off times for the receipt of orders that
are earlier than the cut-off times established by the Fund.
Purchase
Requests Must be Received in Good Order
Your
share price will be based on the next NAV per share, calculated after the
Transfer Agent or your Authorized Intermediary receives your purchase request in
good order. “Good order” means that your purchase request includes:
•The
name of the Fund to be purchased;
•The
class of shares to be purchased;
•The
dollar amount of shares to be purchased;
•Your
account application; and
•A
check payable to the name of the Fund or a wire transfer received by the
Fund.
An
Account Application or subsequent order to purchase Fund shares is subject to
acceptance by the Fund and is not binding until so accepted. The Fund reserves
the right to reject any Account Application or purchase order if, in its
discretion, it is in the Fund’s best interest to do so. For example, a purchase
order may be refused if it appears so large that it would disrupt the management
of the Fund. Purchases may also be rejected from persons believed to be
“market-timers,” as described under “Tools to Combat Frequent Transactions,”
below. Accounts opened by entities, such as credit unions, corporations, limited
liability companies, partnerships or trusts, will require additional
documentation. Please note that if any information listed above is missing, your
Account Application will be returned and your account will not be
opened.
Upon
acceptance by the Fund, all purchase requests received in good order before the
close of the NYSE (generally 4:00 p.m., Eastern Time) will be processed at
the applicable price next calculated after receipt. Purchase requests received
after the close of the NYSE will be priced on the next business
day.
Purchase
by Mail. To
purchase the Fund’s shares by mail, simply complete and sign the Account
Application and mail it, along with a check made payable to the Fund,
to:
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| Regular
Mail |
| Overnight
or Express Mail |
| Nuance
Concentrated Value Long-Short Fund |
| Nuance
Concentrated Value Long-Short Fund |
| c/o
U.S. Bank Global Fund Services |
| c/o
U.S. Bank Global Fund Services |
| P.O.
Box 701 |
| 615
East Michigan Street, 3rd Floor |
| Milwaukee,
WI 53201-0701 |
| Milwaukee,
WI 53202 |
The
Fund does not consider the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, a deposit in the mail or with such
services, or receipt at the U.S. Bancorp Fund Services, LLC post office box, of
purchase orders or redemption requests does not constitute receipt by the Fund’s
Transfer Agent. Receipt of purchase orders or redemption requests is determined
as of the time the order is received at the Transfer Agent’s offices. All
purchase checks must be in U.S. dollars drawn on a domestic financial
institution. The Fund will not accept payment in cash or money orders. To
prevent check fraud, the Fund will not accept third party checks, Treasury
checks, credit card checks, traveler’s checks or starter checks for the purchase
of shares. The Fund is unable to accept post-dated checks or any conditional
order or payment.
Purchase
by Wire. If
you are making your first investment in the Fund, the Transfer Agent must have a
completed Account Application before you wire the funds. You can mail or use an
overnight service to deliver your Account Application to the Transfer Agent at
the above address. Upon receipt of your completed Account Application, the
Transfer Agent will establish an account for you. Once your account has been
established, you may instruct your bank to send the wire. Prior to sending the
wire, please call the Transfer Agent at 1-855-NUANCE3 (1-855-682-6233) to advise
them of the wire and to ensure proper credit upon receipt. Your bank must
include the name of the Fund, your name and your account number so that your
wire can be correctly applied. Your bank should transmit immediately available
funds by wire to:
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| Wire
to: |
| U.S.
Bank, N.A. |
| ABA
Number: |
| 075000022 |
| Credit: |
| U.S.
Bancorp Fund Services, LLC |
| Account: |
| 112-952-137 |
| Further
Credit: |
| Nuance
Concentrated Value Long-Short Fund |
|
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| (Class
of shares to be purchased) |
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| (Shareholder
Name/Account Registration) |
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| (Shareholder
Account Number) |
Wired
funds must be received prior to the close of the NYSE (generally 4:00 p.m.,
Eastern Time) to be eligible for same day pricing. The Fund and U.S. Bank, N.A.,
the Fund’s custodian, are not responsible for the consequences of delays
resulting from the banking or Federal Reserve wire system, or from incomplete
wiring instructions.
Investing
by Telephone.
You
may not make initial purchases of Fund shares by telephone.
If
you accepted telephone transactions on your Account Application or have been
authorized to perform telephone transactions by subsequent arrangement in
writing with the Fund and your account has been open for at least 7 business
days, you may purchase additional shares by telephoning the Fund toll free at
1-855-NUANCE3 (1-855-682-6233). This option allows investors to move money from
their bank account to their Fund account upon request. Only bank accounts held
at domestic financial institutions that are Automated Clearing House (“ACH”)
members may be used for telephone transactions. The minimum telephone purchase
amount is $100. If your order is received prior to the close of the NYSE
(generally 4:00 p.m., Eastern Time), shares will be purchased in your account at
the applicable price determined on the day your order is placed. Shareholders
may encounter higher than usual call waiting times during periods of high market
activity. Please allow sufficient time to place your telephone transaction. The
Fund is not responsible for delays due to communications or transmission outages
or failure. Once a telephone transaction has been placed, it cannot be canceled
or modified after the close of regular trading on the NYSE (generally 4:00 p.m.,
Eastern Time).
Subsequent
Investments. Subject
to the minimum subsequent investment amount described above, you may add to your
account at any time by purchasing shares by mail, telephone or wire. You must
call to notify the Fund at 1-855-NUANCE3 (1-855-682-6233) before wiring. An
Invest by Mail form, which is attached to your most recent confirmation
statement, should accompany any investments made through the mail. If you do not
have the Invest by Mail form from your confirmation statement, include your
name, address, Fund name and account number on a separate piece of
paper.
Automatic
Investment Plan.
For your convenience, the Fund offers an Automatic Investment Plan (“AIP”).
Under the AIP, after your initial investment, you may authorize the Fund to
automatically withdraw any amount of at least $100, on a monthly or quarterly
basis, from your personal checking or savings account that you wish to invest in
the Fund. In order to participate in the AIP, your bank must be a member of the
ACH network. If you wish to enroll in the AIP, complete the appropriate section
in the Account Application. The Fund may terminate or modify this privilege at
any time. You may terminate your participation in the AIP at any time by
notifying the Transfer Agent five days prior to the next scheduled investment. A
fee will be charged if your bank does not honor the AIP draft for any
reason.
Anti-Money
Laundering Program. The
Trust has established an Anti-Money Laundering Compliance Program (the
“Program”) as required by the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the
“USA PATRIOT Act”) and related anti-money laundering laws and regulations. To
ensure compliance with these laws, the Account Application asks for, among other
things, the following information for all “customers” seeking to open an
“account” (as those terms are defined in rules adopted pursuant to the USA
PATRIOT Act):
•Full
name;
•Date
of birth (individuals only);
•Social
Security or taxpayer identification number; and
•Permanent
street address (a P.O. Box number alone is not acceptable).
In
compliance with the USA PATRIOT Act and other applicable anti-money laundering
laws and regulations, the Transfer Agent will verify the information on your
Account Application as part of the Program. As requested on the Account
Application, you must supply your full name, date of birth, social security
number and permanent street address. If you are opening the account in the name
of a legal entity (e.g., partnership, limited liability company, business trust,
corporation, etc.), you must also supply the identity of the beneficial owners.
Mailing addresses containing only a P. O. Box will not be accepted. The Fund
reserves the right to request additional clarifying information and may close
your account if such clarifying information is not received by the Fund within a
reasonable time of the request or if the Fund cannot form a reasonable belief as
to your true identity. If you require additional assistance when completing your
application, please contact the Transfer Agent at 1-855-NUANCE3
(1-855-682-6233).
Cancellations
and Modifications.
The Fund will not accept a request to cancel or modify a written transaction
once processing has begun. Please exercise care when placing a transaction
request.
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| How
to Redeem Fund Shares |
In
general, orders to sell or “redeem” shares may be placed directly with the Fund
or through a financial intermediary. You may redeem all or part of your
investment in the Fund’s shares on any business day that the Fund calculates its
NAV.
However,
if you originally purchased your shares through a financial intermediary, your
redemption order must be placed with the same financial intermediary in
accordance with their established procedures. Your financial intermediary is
responsible for sending your order to the Transfer Agent and for crediting your
account with the proceeds. Your financial intermediary may charge for the
services that it provides to you in connection with processing your transaction
order or maintaining an account with it.
Shareholders
who have an IRA or other retirement plan must indicate on their written
redemption request whether to withhold federal income tax. Redemption requests
failing to indicate an election not to have tax withheld will generally be
subject to 10% withholding. Shares held in IRA or other retirement plan accounts
may be redeemed by telephone at 1-855-NUANCE3 (1-855-682-6233). Investors
redeeming by telephone will be asked whether or not to withhold taxes from any
distribution.
Payment
of Redemption Proceeds.
You may redeem your Fund shares at the NAV per share next determined after the
Transfer Agent or an Authorized Intermediary receives your redemption request in
good order. Your redemption request cannot be processed on days the NYSE is
closed. All requests received by the Fund in good order after the close of the
regular trading session of the NYSE (generally 4:00 p.m., Eastern Time) will be
processed on the next business day. Under normal circumstances, the Fund expects
to meet redemption requests through the sale of investments held in cash or cash
equivalents. In situations in which investment holdings in cash or cash
equivalents are not sufficient to meet redemption requests, the Fund may choose
to sell portfolio assets for the purpose of meeting such requests. The Fund
further reserves the right to distribute “in-kind” securities from the Fund’s
portfolio in lieu (in whole or in part) of cash under certain circumstances,
including under stressed market conditions. Redemptions-in-kind are discussed in
greater detail below.
A
redemption request will be deemed in “good order” if it includes:
•The
shareholder’s name;
•The
name of the Fund to be redeemed;
•The
class of shares to be redeemed;
•The
account number;
•The
share or dollar amount to be redeemed; and
•Signatures
by all shareholders on the account and signature guarantee(s), if
applicable.
Additional
documents are required for certain types of redemptions, such as redemptions
from accounts held by credit unions, corporations, limited liability companies,
or partnerships, or from accounts with executors, trustees, administrators or
guardians. Please contact the Transfer Agent to confirm the requirements
applicable to your specific redemption request.
Redemption
requests that do not have the required documentation will be
rejected.
While
redemption proceeds may be paid by check sent to the address of record, the Fund
is not responsible for interest lost on such amounts due to lost or misdirected
mail. Redemption proceeds may be wired to your pre-established bank account or
proceeds may be sent via electronic funds transfer through the ACH network using
the bank instructions previously established for your account. The Fund
typically sends the redemption proceeds on the next business day (a day when the
NYSE is open for normal business) after the redemption request is received in
good order and prior to market close, regardless of whether the redemption
proceeds are sent via check, wire, or automated clearing house (ACH) transfer.
Wires are subject to a $15 fee. There is no charge to have proceeds sent via
ACH; however, funds are typically credited to your bank within two to three days
after redemption. Except as set forth below, proceeds will be paid within seven
calendar days after the Fund receives your redemption request. Under unusual
circumstances, the Fund may suspend redemptions, or postpone payment for up to
seven days, as permitted by federal securities law.
Please
note that if the Transfer Agent has not yet collected payment for the shares you
are redeeming, it may delay sending the proceeds until the payment is collected,
which may take up to 12 calendar days from the purchase date. This delay will
not apply if you purchased your shares via wire payment. Furthermore, there are
certain times when you may be unable to sell Fund shares or receive proceeds.
Specifically, the Fund may suspend the right to redeem shares or postpone the
date of payment upon redemption for more than seven calendar days: (1) for
any period during which the NYSE is closed (other than customary weekend or
holiday closings) or trading on the NYSE is restricted; (2) for any period
during which an emergency exists as a result of which disposal by the Fund of
its securities is not reasonably practicable or it is not reasonably practicable
for the Fund to fairly determine the value of its net assets; or (3) for
such other periods as the SEC may by order permit for the protection of
shareholders. Your ability to redeem shares by telephone will be restricted for
15 calendar days after you change your address. You may change your address at
any time by telephone or written request, addressed to the Transfer Agent.
Confirmations of an address change will be sent to both your old and new
address.
Signature
Guarantee. Redemption
proceeds will be sent to the address of record. The Transfer Agent may require a
signature guarantee for certain redemption requests. A signature guarantee
assures that your signature is genuine and protects you from unauthorized
account redemptions. Signature guarantees can be obtained from domestic banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations, as well as
from participants in the New York Stock Exchange Medallion Signature Program and
the Securities Transfer Agents Medallion Program (“STAMP”), but
not from a notary public.
A signature guarantee, from either a Medallion program member or a non-Medallion
program member, is required of each owner in the following
situations:
•If
ownership is being changed on your account;
•When
redemption proceeds are payable or sent to any person, address or bank account
not on record;
•When
a redemption is received by the Transfer Agent and the account address has
changed within the last 15 calendar days;
•For
all redemptions in excess of $100,000 from any shareholder account.
Non-financial
transactions, including establishing or modifying the ability to purchase and
redeem Fund shares by telephone and certain other services on an account, may
require a signature guarantee, signature verification from a Signature
Validation Program member, or other acceptable form of authentication from a
financial institution source.
In
addition to the situations described above, the Fund and/or the Transfer Agent
reserve(s) the right to require a signature guarantee or other acceptable
signature verification in other instances based on the circumstances relative to
the particular situation.
Redemption
by Mail.
You may execute most redemptions by furnishing an unconditional written request
to the Fund to redeem your shares at the next calculated NAV per share upon
receipt by the Fund of such request. Written redemption requests should be sent
to the Transfer Agent at:
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| |
| Regular
Mail |
| Overnight
or Express Mail |
| Nuance
Concentrated Value Long-Short Fund |
| Nuance
Concentrated Value Long-Short Fund |
| c/o
U.S. Bank Global Fund Services |
| c/o
U.S. Bank Global Fund Services |
| P.O.
Box 701 |
| 615
East Michigan Street, 3rd Floor |
| Milwaukee,
WI 53201-0701 |
| Milwaukee,
WI 53202 |
The
Fund does not consider the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, a deposit in the mail or with such
services, or receipt at the U.S. Bancorp Fund Services, LLC post office box, of
purchase orders or redemption requests does not constitute receipt by the
Transfer Agent of the Fund. Receipt of purchase orders or redemption requests is
based on when the order is received at the Transfer Agent’s
offices.
Wire
Redemption. Wire
transfers may be arranged to redeem shares. However, the Transfer Agent charges
a fee, currently $15, per wire redemption against your account on dollar
specific trades, and from proceeds on complete redemptions and share-specific
trades.
Telephone
Redemption. If
you have accepted telephone transactions on your Account Application or have
been authorized to perform telephone transactions by subsequent arrangement in
writing with the Fund, you may redeem shares, in amounts of $100,000 or less, by
instructing the Fund by telephone at 1-855-NUANCE3 (1-855-682-6233). Investors
in an IRA or other retirement plan will be asked whether or not to withhold
federal income tax.
In
order to qualify for, or to change, telephone redemption privileges on an
existing account, a signature guarantee, signature verification from a Signature
Validation Program member, or other acceptable form of authentication from a
financial institution source may be required of all shareholders. Telephone
redemptions will not be made if you have notified the Transfer Agent of a change
of address within 15 calendar days before the redemption request. Shareholders
may encounter higher than usual call waiting times during periods of high market
activity. Please allow sufficient time to place your telephone transaction. The
Fund is not responsible for delays due to communication or transmission outages
or failures.
Note:
Neither the Fund nor any of its service providers will be liable for any loss or
expense in acting upon instructions that are reasonably believed to be genuine.
To confirm that all telephone instructions are genuine, the Fund will use
reasonable procedures, such as requesting that you correctly state:
•Your
Fund account number;
•The
name in which your account is registered; and/or
•The
Social Security or taxpayer identification number under which the account is
registered.
If
an account has more than one owner or person authorized to perform transactions,
the Fund will accept telephone instructions from any one owner or authorized
person.
Systematic
Withdrawal Program.
The Fund offers a systematic withdrawal plan (“SWP”) whereby shareholders or
their representatives may request a redemption in any specific dollar amount of
at least $100 be sent to them each month, calendar quarter or annually.
Investors may choose to have a check sent to the address of record, or proceeds
may be sent to a pre-designated bank account via the ACH network. To start this
program, your account must have Fund shares with a value of at least $10,000.
This program may be terminated or modified by the Fund at any time. Any request
to change or terminate your SWP should be communicated in writing or by
telephone to the Transfer Agent no later than five days before the next
scheduled withdrawal. A withdrawal under the SWP involves redemption of Fund
shares, and may result in a gain or loss for federal income tax purposes. In
addition, if the amount requested to be withdrawn exceeds the rate of growth of
assets in your account, including any dividends credited to your account, the
account will ultimately be depleted. To establish the SWP, complete the SWP
section of the Account Application. Please call 1-855-NUANCE3 (1-855-682-6233)
for additional information regarding the SWP.
The
Fund’s Right to Redeem an Account.
The Fund reserves the right to redeem the shares of any shareholder whose
account balance is less than $2,500, other than as a result of a decline in the
NAV of the Fund. The Fund will provide a shareholder with written notice 30 days
prior to redeeming the shareholder’s account.
Redemption-in-Kind.
The Fund generally pays redemption proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Fund’s remaining shareholders), the Fund may pay all or part of a shareholder’s
redemption proceeds in portfolio securities with a market value equal to the
redemption price (redemption-in-kind).
Specifically,
if the amount you are redeeming from the Fund during any 90-day period is in
excess of the lesser of $250,000 or 1% of the Fund’s net assets, valued at the
beginning of such period, the Fund has the right to redeem your shares by giving
you the amount that exceeds this threshold in securities instead of cash. If the
Fund pays your redemption proceeds by a distribution of securities, you could
incur brokerage or other charges in converting the securities to cash, and you
may incur a taxable capital gain or loss as a result of the distribution. In
addition, you will bear any market risks associated with such securities until
they are converted into cash.
Cancellations
and Modifications.
The Fund will not accept a request to cancel or modify a written transaction
once processing has begun. Please exercise care when placing a transaction
request.
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| How
to Exchange Fund Shares |
You
may exchange all or a portion of your investment from the Fund to the other
funds in the Trust that the Adviser manages within the same class. Be sure to
confirm with the Transfer Agent that the fund into which you exchange is
available for sale in your state. Not all funds available for exchange may be
available for purchase in your state. Any new account established through an
exchange will be subject to the minimum investment requirements described above
under “How to Purchase Fund Shares,” unless the account qualifies for a waiver
of the initial investment requirement. Exchanges will be executed on the basis
of the relative NAV of the shares exchanged, including applicable sales charges.
An exchange is considered to be a redemption of shares for federal income tax
purposes on which you may realize a taxable capital gain or loss.
You
may make exchanges only between identically registered accounts (name(s),
address, and taxpayer ID number). There is currently no limit on exchanges, but
the Fund reserves the right to limit exchanges (See “Tools to Combat Frequent
Transactions”).
Exchanges
by Mail.
To exchange Fund shares by mail, simply complete a written request and mail it
to the Fund:
|
|
|
|
|
|
|
|
| |
| Regular
Mail |
| Overnight
or Express Mail |
| Nuance
Concentrated Value Long-Short Fund |
| Nuance
Concentrated Value Long-Short Fund |
| c/o
U.S. Bank Global Fund Services |
| c/o
U.S. Bank Global Fund Services |
| P.O.
Box 701 |
| 615
East Michigan Street, 3rd Floor |
| Milwaukee,
WI 53201-0701 |
| Milwaukee,
WI 53202 |
The
written request must contain the following information:
•Your
account number;
•The
name of the Fund and Share Class you are exchanging;
•The
dollar amount or number of shares you want to sell (and exchange);
and
•A
completed Account Application for the other funds in the Trust that the Adviser
manages into which you want to exchange, if you desire different account
privileges than those currently associated with your current Fund
account.
The
Fund does not consider the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, a deposit in the mail or with such
services, or receipt at the U.S. Bancorp Fund Services, LLC post office box, of
purchase orders or redemption requests does not constitute receipt by the
Transfer Agent of the Fund.
Receipt
of purchase orders, redemption or exchange request is determined as of the time
the order is received at the Transfer Agent’s offices.
Exchanges
by Telephone.
If you accepted telephone transactions on your Account Application or have been
authorized to perform telephone transactions by subsequent arrangement in
writing with the Fund, you may exchange your Fund shares by telephone at
1-855-NUANCE3 (1-855-682-6233). During periods of high market activity,
shareholders may encounter higher than usual call waiting times. Please allow
sufficient time to place your telephone transaction. The Fund is not responsible
for delays due to communications or transmission outages or
failure.
Note:
Neither the Fund nor any of its service providers will be liable for any loss or
expense in acting upon instructions that are reasonably believed to be genuine.
To confirm that all telephone instructions are genuine, the Fund will use
reasonable procedures, such as requesting that you correctly state:
•Your
Fund account number(s);
•The
name in which your account is registered; and/or
•The
social security or taxpayer identification number under which the account is
registered.
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| Dividends
and Distributions |
The
Fund will make distributions, if any, of net investment income quarterly. The
Fund will also distribute net capital gains, if any, at least annually,
typically during the month of December. The Fund may make additional
distributions if deemed to be desirable at other times during the
year.
All
distributions will be reinvested in Fund shares unless you choose one of the
following options: (1) receive distributions of net capital gains in cash,
while reinvesting net investment income distributions in additional Fund shares;
(2) receive all distributions in cash; or (3) reinvest net capital gain
distributions in additional Fund shares, while receiving distributions of net
investment income in cash.
If
you wish to change your distribution option, write or call the Transfer Agent in
advance of the payment date of the distribution. However, any such change will
be effective only as to distributions for which the record date is five or more
calendar days after the Transfer Agent has received your request.
If
you elect to receive distributions in cash and the U.S. Postal Service is unable
to deliver your check, or if a check remains uncashed for six months, the Fund
reserves the right to reinvest the distribution check in your account at the
Fund’s then current NAV per share and to reinvest all subsequent
distributions.
The
Trust has adopted a multiple class plan that allows the Fund to offer one or
more classes of shares of the Fund. The Fund offers two classes of shares –
Investor Class and Institutional Class. This Prospectus offers both the Investor
Class and Institutional Class. The different classes of shares represent
investments in the same portfolio of securities, but the classes are subject to
different expenses.
Investor
Class
shares are charged a 0.25% Rule 12b-1 distribution and service fee. Investor
Class shares may pay a shareholder servicing plan fee of up to 0.15% of the
average daily net assets of the Investor Class.
Institutional
Class
shares do not have a Rule 12b-1 distribution and service fee. Institutional
Class shares may pay a shareholder servicing plan fee of up to 0.15% of the
average daily net assets of the Institutional Class.
Additionally,
Investor Class shares may be eligible to be converted to Institutional Class
shares of the same Fund, provided you meet the requirements for investing in
Institutional Class shares and subject to other conditions. If your shares are
converted, the transaction will be based on the respective net asset value of
each class as of the trade date of the conversion. Consequently, you may receive
fewer shares or more shares than originally owned, depending on that day’s net
asset values. Your total value of the initially held shares, however, will equal
the total value of the converted shares. A conversion between classes of the
Fund is not expected to result in realization of a capital gain or loss for
federal income tax purposes. Please contact your financial intermediary or the
Transfer Agent if you believe you qualify for a conversion of your shares, or
for additional information regarding your eligibility for and the tax
consequences of any conversion. In addition to the foregoing, consistent with
their policies or their agreement with the Fund, financial intermediaries may
convert shares of one class of the Fund into another class of the same Fund.
Please contact your financial intermediary for information regarding share class
conversions.
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| Tools
to Combat Frequent Transactions |
The
Fund is intended for long-term investors. Short-term “market-timers” who engage
in frequent purchases and redemptions may disrupt the Fund’s investment program
and create additional transaction costs that are borne by all of the Fund’s
shareholders. The Board has adopted policies and procedures that are designed to
discourage excessive, short-term trading and other abusive trading practices
that may disrupt portfolio management strategies and harm performance. The Fund
takes steps to reduce the frequency and effect of these activities in the Fund.
These steps include, among other things, monitoring trading activity and using
fair value pricing. Although these efforts are designed to discourage abusive
trading practices, these tools cannot eliminate the possibility that such
activity will occur. The Fund seeks to exercise judgment in implementing these
tools to the best of its abilities in a manner that it believes is consistent
with shareholder interests. Except as noted herein, the Fund applies all
restrictions uniformly in all applicable cases.
Monitoring
Trading Practices.
The Fund monitors selected trades in an effort to detect excessive short-term
trading activities. If, as a result of this monitoring, the Fund believes that a
shareholder has engaged in excessive short-term trading, it may, in its
discretion, ask the shareholder to stop such activities or refuse to process
purchases in the shareholder’s accounts. In making such judgments, the Fund
seeks to act in a manner that it believes is consistent with the best interests
of its shareholders. The Fund uses a variety of techniques to monitor for and
detect abusive trading practices. These techniques may change from time to time
as determined by the Fund in its sole discretion. To minimize harm to the Fund
and its shareholders, the Fund reserves the right to reject any purchase order
(but not a redemption request), in whole or in part, for any reason and without
prior notice. The Fund may decide to restrict purchase and sale activity in its
shares based on various factors, including whether frequent purchase and sale
activity will disrupt portfolio management strategies and adversely affect Fund
performance.
Fair
Value Pricing.
The Fund employs fair value pricing selectively to ensure greater accuracy in
its daily NAV and to prevent dilution by frequent traders or market timers who
seek to take advantage of temporary market anomalies. The Board has developed
procedures that utilize fair value pricing when reliable market quotations are
not readily available or when corporate events, events in the securities market
and/or world events cause the Adviser to believe that a security’s last sale
price may not reflect its actual market value. Valuing securities at fair value
involves reliance on judgment. Fair value determinations are made in good faith
in accordance with procedures adopted by the Board. There can be no assurance
that the Fund will obtain the fair value assigned to a security if it were to
sell the security at approximately the time at which the Fund determines its NAV
per share. More detailed information regarding fair value pricing can be found
in this Prospectus under the heading entitled “Pricing of Fund
Shares.”
Due
to the complexity and subjectivity involved in identifying abusive trading
activity and the volume of shareholder transactions the Fund handles, there can
be no assurance that the Fund’s efforts will identify all trades or trading
practices that may be considered abusive. In particular, since the Fund receives
purchase and sale orders through Authorized Intermediaries that use group or
omnibus accounts, the Fund cannot always detect frequent trading. However, the
Fund will work with Authorized Intermediaries as necessary to discourage
shareholders from engaging in abusive trading practices and to impose
restrictions on excessive trades. In this regard, the Fund has entered into
information sharing agreements with Authorized Intermediaries pursuant to which
these intermediaries are required to provide to the Fund, at the Fund’s request,
certain information relating to its customers investing in the Fund through
non-disclosed or omnibus accounts. The Fund will use this information to attempt
to identify abusive trading practices. Authorized Intermediaries are
contractually required to follow any instructions from the Fund to restrict or
prohibit future purchases from shareholders that are found to have engaged in
abusive trading in violation of the Fund’s policies. However, the Fund cannot
guarantee the accuracy of the information provided to it from Authorized
Intermediaries and cannot ensure that it will always be able to detect abusive
trading practices that occur through non-disclosed and omnibus accounts. As a
result, the Fund’s ability to monitor and discourage abusive trading practices
in non-disclosed and omnibus accounts may be limited.
Distributions
of the Fund’s net investment company taxable income (which includes, but is not
limited to, interest, dividends, net short-term capital gains, and net gains
from foreign currency transactions), if any, are generally taxable to the Fund’s
shareholders as ordinary income. To the extent that the Fund’s distributions of
net investment company taxable income are designated as attributable to
“qualified dividend” income, such income may be subject to tax at the reduced
rate of federal income tax applicable to non-corporate shareholders for net
long-term capital gains, if certain holding period requirements have been
satisfied by the shareholder. To the extent the Fund’s distributions of net
investment company taxable income are attributable to net short-term capital
gains, such distributions will be treated as ordinary dividend income for the
purposes of income tax reporting and will not be available to offset a
shareholder’s capital losses from other investments.
Distributions
of net capital gains (net long-term capital gains less net short-term capital
losses) are generally taxable as long-term capital gains (currently at a maximum
rate of 20% for individual shareholders in the highest income tax bracket)
regardless of the length of time that a shareholder has owned Fund shares,
unless you are a tax-exempt organization or are investing through a
tax-advantaged arrangement such as a 401(k) plan or IRA. Distributions by the
Fund that are not paid from its earnings and profits will be treated as a return
of capital, which is applied against and will reduce the adjusted tax basis of
your shares (but not below zero) and, after such adjusted tax basis is reduced
to zero, be treated as a gain from the sale or exchange of shares.
A
3.8% Medicare tax on net investment income (including capital gains and
dividends) will also be imposed on individuals, estates and trusts, subject to
certain income thresholds.
You
will be taxed in the same manner whether you receive your distributions (whether
of net investment company taxable income or net capital gains) in cash or
reinvest them in additional Fund shares. Distributions are generally taxable
when received. However, distributions declared in October, November or December
to shareholders of record on a date in such a month and paid the following
January are taxable as if received on December 31.
Shareholders
who sell, or redeem, shares generally will have a capital gain or loss from the
sale or redemption. The amount of the gain or loss and the applicable rate of
federal income tax will depend generally upon the amount paid for the shares,
the amount of reinvested taxable distributions, if any, the amount received from
the sale or redemption and how long the shares were held by a shareholder. Any
loss arising from the sale or redemption of shares held for six months or less,
however, is treated as a long-term capital loss to the extent of any amounts
treated as distributions of net capital gain received on such shares. In
determining the holding period of such shares for this purpose, any period
during which your risk of loss is offset by means of options, short sales or
similar transactions is not counted. If you purchase Fund shares within 30 days
before or after redeeming other Fund shares at a loss, all or part of that loss
will not be deductible and will instead increase the basis of the newly
purchased shares.
Shareholders
will be advised annually as to the federal tax status of all distributions made
by the Fund for the preceding year. Distributions by the Fund and gains from the
sale of Fund shares may also be subject to state and local taxes. Additional tax
information may be found in the SAI.
This
section assumes you are a U.S. shareholder and is not intended to be a full
discussion of federal tax laws and the effect of such laws on you. There may be
other federal, state, foreign or local tax considerations applicable to a
particular investor. You are urged to consult your own tax advisor.
Telephone
Transactions. If
you accepted telephone transactions on your Account Application or have been
authorized to perform telephone transactions by subsequent arrangement in
writing with the Fund, you may be responsible for fraudulent telephone orders
made to your account as long as the Fund has taken reasonable precautions to
verify your identity. In addition, once you place a telephone transaction
request, it cannot be canceled or modified after the close of regular trading on
the NYSE (generally, 4:00 p.m. Eastern Time).
During
periods of significant economic or market change, telephone transactions may be
difficult to complete. If you are unable to contact the Fund by telephone, you
may also mail the requests to the Fund at the address listed previously in the
“How to Purchase Fund Shares” section.
Telephone
trades must be received by or prior to the close of the NYSE (generally 4:00
p.m., Eastern Time). Please allow sufficient time to ensure that you will be
able to complete your telephone transaction prior to the close of the
NYSE.
Policies
of Other Financial Intermediaries. Financial
intermediaries may establish policies that differ from those of the Fund. For
example, the institution may charge transaction fees, set higher minimum
investments or impose certain limitations on buying or selling shares in
addition to those identified in this Prospectus. Please contact your financial
intermediary for details.
Closing
the Fund.
The Board retains the right to close (or partially close) the Fund to new
purchases if it is determined to be in the best interest of the Fund’s
shareholders. Based on market and Fund conditions, and in consultation with the
Adviser, the Board may decide to close the Fund to new investors, all investors,
or certain classes of investors (such as fund supermarkets) at any time. If the
Fund is closed to new purchases, it will continue to honor redemption requests,
unless the right to redeem shares has been temporarily suspended as permitted by
federal law.
Householding.
In an effort to decrease costs, the Fund intends to reduce the number of
duplicate prospectuses and other similar documents you receive by sending only
one copy of each to those addresses shared by two or more accounts and to
shareholders the Fund reasonably believes are from the same family or household.
If you would like to discontinue householding for your accounts, please call
toll-free at 1-855-NUANCE3 (1-855-682-6233) to request individual copies of
these documents. Once the Fund receives notice to stop householding, the Fund
will begin sending individual copies 30 days after receiving your request. This
policy does not apply to account statements.
Lost
Shareholders, Inactive Accounts and Unclaimed Property.
It is important that the Fund maintains a correct address for each shareholder.
An incorrect address may cause a shareholder’s account statements and other
mailings to be returned to the Fund. Based upon statutory requirements for
returned mail, the Fund will attempt to locate the shareholder or rightful owner
of the account. If the Fund is unable to locate the shareholder, then it will
determine whether the shareholder’s account can legally be considered abandoned.
Your mutual fund account may be transferred to the state government of your
state of residence if no activity occurs within your account during the
“inactivity period” specified in your state’s abandoned property laws. The Fund
is legally obligated to escheat (or transfer) abandoned property to the
appropriate state’s unclaimed property administrator in accordance with
statutory requirements. The shareholder’s last known address of record
determines which state has jurisdiction. Please proactively contact the Transfer
Agent toll-free at 855-824-1355 at least annually to ensure your account remains
in active status.
If
you are a resident of the state of Texas, you may designate a representative to
receive notifications that, due to inactivity, your mutual fund account assets
may be delivered to the Texas Comptroller. Please contact the Transfer Agent if
you wish to complete a Texas Designation of Representative form.
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| Distribution
of Fund Shares |
Quasar
Distributors, LLC (the “Distributor”) is located at 111 E Kilbourn Avenue, Suite
2200, Milwaukee, Wisconsin 53202, and serves as distributor and principal
underwriter to the Fund. The Distributor is a registered broker-dealer and
member of the Financial Industry Regulatory Authority, Inc. Shares of the Fund
are offered on a continuous basis.
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| Shareholder
Service Plan Fees |
The
Trust has adopted a Shareholder Service Plan under which the Fund may pay a fee
of up to 0.15% of the average daily net assets of the Fund’s Investor Class and
Institutional for services provided to the Fund by financial institutions,
including the Adviser or its affiliates.
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| Rule
12b-1 Distribution Fees |
The
Trust has adopted a Rule 12b-1 plan under which the Fund is authorized to
pay to the Distributor or such other entities as approved by the Board of
Trustees, as compensation for the distribution-related services provided by such
entities, an aggregate fee of 0.25% of the average daily net assets of the
Investor Class. The Distributor may pay any or all amounts received under the
Rule 12b-1 Plan to other persons, including the Adviser or its affiliates,
for any distribution service or activity designed to retain Fund shareholders.
Because
the distribution and shareholder service plan fees are paid on an ongoing basis,
your investment cost over time may be higher than paying other types of sales
charges.
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| Payments
to Financial Intermediaries |
The
Fund may pay service fees to intermediaries, such as banks, broker-dealers,
financial advisors or other financial institutions, including affiliates of the
Adviser, for sub-administration, sub-transfer agency and other shareholder
services associated with shareholders whose shares are held of record in omnibus
accounts, other group accounts or accounts traded through registered securities
clearing agents.
The
Adviser, out of its own resources and without additional cost to the Fund or its
shareholders, may provide additional cash payments to intermediaries who sell
shares of the Fund. These payments and compensation are in addition to service
fees paid by the Fund, if any. Payments are generally made to intermediaries
that provide shareholder servicing, marketing support or access to sales
meetings, sales representatives and management representatives of the
intermediary. Payments may also be paid to intermediaries for inclusion of the
Fund on a sales list, including a preferred or select sales list or in other
sales programs. Compensation may be paid as an expense reimbursement in cases in
which the intermediary provides shareholder services to the Fund. The Adviser
may also pay cash compensation in the form of finder’s fees that vary depending
on the dollar amount of the shares sold.
The
financial highlights in the following tables are intended to help you understand
the financial performance of the Fund’s Institutional Class shares and Investor
Class shares for the fiscal periods indicated. Certain information reflects
financial results for a single Fund share. The total return in each table
represents the rate that an investor would have earned or lost on an investment
in the Institutional Class shares or Investor Class shares of the Fund (assuming
reinvestment of all dividends and distributions). The information in the tables
below for the Fund’s fiscal period indicated has been derived from the financial
statements audited by Cohen & Company, Ltd., the Fund’s independent
registered public accounting firm, whose report, along with the Fund’s financial
statements, are included in the annual report, which is available upon request
or on the Fund’s website at https://www.nuanceinvestments.com/funds.
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Concentrated
Value Long-Short Fund
Institutional Class |
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| For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
Year
Ended
April 30, 2019 |
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| PER
SHARE DATA: |
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| Net
asset value, beginning of year |
$9.76 |
$10.66 |
$11.82 |
$10.81 |
$10.99 |
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| INVESTMENT
OPERATIONS: |
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| Net
investment gain (loss) |
0.16 |
(0.17) |
(0.17) |
(0.01) |
(0.00)(1)(2) |
| Net
realized and unrealized gain (loss) on investments |
0.45 |
(0.36) |
(0.45)(3) |
1.19 |
0.56 |
|
Total
from investment operations |
0.61 |
(0.53) |
(0.62) |
1.18 |
0.56 |
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| LESS
DISTRIBUTIONS: |
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Distributions
from net investment income |
— |
— |
— |
(0.02) |
— |
|
Distributions
from net realized gains |
(0.24) |
(0.37) |
(0.54) |
(0.15) |
(0.74) |
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Total
distributions |
(0.24) |
(0.37) |
(0.54) |
(0.17) |
(0.74) |
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| Net
asset value, end of year |
$10.13 |
$9.76 |
$10.66 |
$11.82 |
$10.81 |
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| TOTAL
RETURN |
6.47% |
(4.77)% |
(5.33)% |
11.10% |
5.30% |
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| SUPPLEMENTAL
DATA AND RATIOS: |
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| Net
assets, end of year (in millions) |
$163.0 |
$126.5 |
$118.0 |
$56.9 |
$29.5 |
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| Ratio
of expenses to average net assets: |
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Before
expense waiver/recoupment |
3.22% |
3.30% |
3.40% |
3.39% |
3.69% |
|
After
expense waiver/recoupment |
3.24% |
3.33% |
3.42% |
3.33% |
3.33% |
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| Ratio
of expenses excluding dividend expense and broker interest/expense to
average net assets: |
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|
Before
expense waiver/recoupment |
1.27% |
1.27% |
1.28% |
1.36% |
1.66% |
|
After
expense waiver/recoupment |
1.29% |
1.30% |
1.30% |
1.30% |
1.30% |
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| Ratio
of net investment income (loss) to average net assets: |
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|
Before
expense waiver/recoupment |
1.74% |
(1.35)% |
(1.94)% |
(0.21)% |
(0.37)% |
|
After
expense waiver/recoupment |
1.72% |
(1.38)% |
(1.96)% |
(0.15)% |
(0.01)% |
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| Portfolio
turnover rate |
131% |
125% |
154% |
156% |
123% |
(1)Per
share amounts calculated using the average shares method.
(2)Amount
rounds to less than $(0.01).
(3)Realized
and unrealized gains (losses) per share in this caption are balancing amounts
necessary to reconcile the change in net asset value per share for the period,
and may not reconcile with the aggregate gains on the Statement of Operations
due to share transactions for the period.
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Concentrated
Value Long-Short Fund
Investor Class |
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| For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
Year
Ended
April 30, 2019 |
| PER
SHARE DATA: |
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| Net
asset value, beginning of year |
$9.58 |
$10.50 |
$11.68 |
$10.68 |
$10.90 |
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| INVESTMENT
OPERATIONS: |
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| Net
investment gain (loss) |
0.13 |
(0.18) |
(0.28) |
(0.02) |
(0.03)(1) |
| Net
realized and unrealized gain (loss) on investments |
0.44 |
(0.37) |
(0.36)(2) |
1.17 |
0.55 |
|
Total
from investment operations |
0.57 |
(0.55) |
(0.64) |
1.15 |
0.52 |
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| LESS
DISTRIBUTIONS: |
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Distributions
from net realized gains |
(0.24) |
(0.37) |
(0.54) |
(0.15) |
(0.74) |
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Total
distributions |
(0.24) |
(0.37) |
(0.54) |
(0.15) |
(0.74) |
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| Net
asset value, end of year |
$9.91 |
$9.58 |
$10.50 |
$11.68 |
$10.68 |
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| TOTAL
RETURN |
6.17% |
(5.04)% |
(5.49)% |
10.91% |
4.96% |
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| SUPPLEMENTAL
DATA AND RATIOS: |
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| Net
assets, end of year (in millions) |
$3.5 |
$3.9 |
$3.8 |
$7.5 |
$2.6 |
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| Ratio
of expenses to average net assets: |
|
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| Before
expense waiver/recoupment |
3.50% |
3.57% |
3.60% |
3.71% |
4.16% |
| After
expense waiver/recoupment |
3.51% |
3.58% |
3.58% |
3.59% |
3.60% |
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| Ratio
of expenses excluding dividend expense and broker interest/expense to
average net assets: |
|
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| Before
expense waiver/recoupment |
1.54% |
1.54% |
1.57% |
1.67% |
2.11% |
| After
expense waiver/recoupment |
1.55% |
1.55% |
1.55% |
1.55% |
1.55% |
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| Ratio
of net investment income (loss) to average net assets: |
|
|
|
| |
| Before
expense waiver/recoupment |
1.45% |
(1.62)% |
(2.14)% |
(0.53)% |
(0.84)% |
| After
expense waiver/recoupment |
1.44% |
(1.63)% |
(2.12)% |
(0.41)% |
(0.28)% |
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Portfolio
turnover rate |
131% |
125% |
154% |
156% |
123% |
(1)Per
share amounts calculated using the average shares method.
(2)Realized
and unrealized gains (losses) per share in this caption are balancing amounts
necessary to reconcile the change in net asset value per share for the period,
and may not reconcile with the aggregate gains on the Statement of Operations
due to share transactions for the period.
Investment
Adviser
Nuance
Investments, LLC
4900
Main Street, Suite 220
Kansas
City, Missouri 64112
Independent
Registered Public Accounting Firm
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202
Legal
Counsel
Stradley
Ronon Stevens & Young, LLP
2005
Market Street, Suite 2600
Philadelphia,
Pennsylvania 19103
Custodian
U.S.
Bank N.A.
Custody
Operations
1555
North RiverCenter Drive, Suite 302
Milwaukee,
Wisconsin 53212
Transfer
Agent, Fund Accountant and Fund Administrator
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
Wisconsin 53202
Distributor
Quasar
Distributors, LLC
111
E Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202
The
Fund collects only relevant information about you that the law allows or
requires it to have in order to conduct its business and properly service
you. The Fund collects financial and personal information about you
(“Personal Information”) directly (e.g., information on account applications and
other forms, such as your name, address, and social security number, and
information provided to access account information or conduct account
transactions online, such as password, account number, e-mail address, and
alternate telephone number), and indirectly (e.g., information about your
transactions with us, such as transaction amounts, account balance and account
holdings).
The
Fund does not disclose any non-public personal information about its
shareholders or former shareholders other than for everyday business purposes
such as to process a transaction, service an account, respond to court orders
and legal investigations or as otherwise permitted by law. Third
parties that may receive this information include companies that provide
transfer agency, technology and administrative services to the Fund, as well as
the Fund’s investment adviser who is an affiliate of the Fund. If you
maintain a retirement/educational custodial account directly with the Fund, we
may also disclose your Personal Information to the custodian for that account
for shareholder servicing purposes. The Fund limits access to your
Personal Information provided to unaffiliated third parties to information
necessary to carry out their assigned responsibilities to the
Fund. All shareholder records will be disposed of in accordance with
applicable law. The Fund maintains physical, electronic and procedural
safeguards to protect your Personal Information and requires its third-party
service providers with access to such information to treat your Personal
Information with the same high degree of confidentiality.
In
the event that you hold shares of the Fund through a financial intermediary,
including, but not limited to, a broker-dealer, bank, credit union or trust
company, the privacy policy of your financial intermediary governs how your
non-public personal information is shared with unaffiliated third
parties.
Nuance
Concentrated Value Long-Short Fund
A
series of Managed Portfolio Series
You
can find more information about the Fund in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the Fund
and certain other additional information. A current SAI is on file with the SEC
and is incorporated into this Prospectus by reference. This means that the SAI
is legally considered a part of this Prospectus even though it is not physically
within this Prospectus.
Annual
and Semi-Annual Reports
The
Fund’s annual and semi-annual reports provide additional information about the
Fund’s investments. The annual reports contain a discussion of the market
conditions and investment strategies that affected the Fund’s performance during
the Fund’s prior fiscal period.
You
can obtain a free copy of these documents and the SAI, request other
information, or make general inquiries about the Fund by calling the Fund
(toll-free) at 1-855-NUANCE3 (1-855-682-6233), by visiting the Fund’s website at
https://www.nuanceinvestments.com/funds or by writing to:
Nuance
Concentrated Value Long-Short Fund
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
You
can review and copy information, including the Fund’s reports and
SAI:
•Free
of charge from the SEC’s EDGAR database on the SEC’s Internet website at
https://www.sec.gov; or
•For
a fee, by electronic request at the following e-mail address:
[email protected].
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| (The
Trust’s SEC Investment Company Act of 1940 file number is
811-22525) |
