ck0001511699-20240430
Nuance
Concentrated Value Fund
Institutional
Class Shares
(Trading
Symbol: NCVLX)
Investor
Class Shares
(Trading
Symbol: NCAVX)
Nuance
Mid Cap Value Fund
Institutional
Class Shares
(Trading
Symbol: NMVLX)
Investor
Class Shares
(Trading
Symbol: NMAVX)
Z
Class Shares
(Trading
Symbol: NMVZX)
Prospectus
August
28, 2024
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
Funds
Series
of Managed Portfolio Series (the “Trust”)
TABLE
OF CONTENTS
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Nuance
Concentrated Value Fund |
Investment
Objective
The
Nuance Concentrated Value Fund (the “Fund” or “Concentrated Value Fund”) seeks
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. You may qualify for sales charge discounts
if you and your family invest, or agree to invest in the future, at least
$50,000 in the Fund. Sales loads and
waivers may vary by financial intermediary. For more information on specific
financial intermediary sales loads and waivers, see Appendix A to the statutory
Prospectus. More information about these and other discounts is available
from your financial professional and in “Shareholder Information - Class
Descriptions” of the Fund’s statutory Prospectus on page
32.
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Shareholder
Fees
(fees
paid directly from your investment) |
Investor Class |
Institutional Class |
Maximum
Front-End Sales Charge (Load) Imposed on Purchases (as a percentage of
the offering price) |
5.00% |
None |
Maximum
Deferred Sales Charge (Load) (as a percentage of the initial
investment or the value of the investment at redemption, whichever is
lower) |
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 |
0.85% |
0.85% |
Distribution
and Service (12b-1) Fees |
0.25% |
0.00% |
Shareholder
Servicing Plan Fees (1) |
0.15% |
0.15% |
Other
Expenses |
0.12% |
0.12% |
Acquired
Fund Fees and Expenses (1) |
0.01% |
0.01% |
Total
Annual Fund Operating Expenses (1) |
1.38% |
1.13% |
Less:
Fee Waiver (2) |
-0.09% |
-0.09% |
Total
Annual Fund Operating Expenses After Fee Waiver
(1)(2) |
1.29% |
1.04% |
(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”).
(2)Nuance
Investments, LLC (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 any front-end or contingent deferred loads, AFFE,
leverage/borrowing, interest, interest expense, dividends paid on short sales,
taxes, brokerage commissions and extraordinary expenses) do not exceed 1.28% of
the average daily net assets of the Investor Class and 1.03% 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 fee waiver and expense payment was made, if such
recoupment can be achieved without exceeding the expense limit in effect at the
time the waiver and payment occurred and at the expense limit in effect at the
time of recoupment. The Operating Expenses Limitation Agreement is indefinite in
term and cannot be terminated through at least August 28,
2025. 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.
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 |
$625 |
$907 |
$1,209 |
$2,067 |
Institutional
Class |
$106 |
$350 |
$614 |
$1,367 |
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 88% of the average value of its
portfolio.
Principal Investment
Strategies
The Fund
invests primarily in equity securities of companies that Nuance Investments, LLC
(the “Adviser”) believes are high quality, though temporarily out of
favor. The Fund typically invests in a portfolio of 15 to 35
companies of various market capitalizations and is considered an all-cap
strategy. Although the Fund will invest primarily in companies organized or
traded in the U.S., the Fund may invest up to 25% of its assets in non-U.S.
companies in countries that are classified as “developed” by MSCI Inc. (“MSCI”).
Nuance utilizes FactSet's country assignments for individual companies. 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 an
extensive quantitative screening and fundamental research process that aims to
identify leading businesses selling at a discount to fair value with the
potential to generate above-average rates of returns over time. The Adviser
seeks to identify companies across a range of industries and market sectors that
have leading and sustainable market share positions, above-average financial
strength, and are trading at a discount to the Adviser’s internal view of
intrinsic value. The Adviser may sell an investment when it achieves or
surpasses the Adviser’s proprietary view of intrinsic value or when a security’s
competitive position or financial situation erodes beyond the Adviser’s
expectations. The Fund’s annual portfolio turnover rate may be 100% or greater.
From time to time, the Fund may focus its investments in securities of companies
in the same economic sector.
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.
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.
Performance
The accompanying
bar chart and performance 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 shares. 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. Investor Class returns shown in
the performance table reflect the maximum sales charge of 5.00%.
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-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 |
Q4 2020 15.21% |
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Q1 2020 -20.15% |
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Year-to-Date as of
June 30,
2024 |
-1.67% |
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Average Annual
Total Returns for the periods ended December 31,
2023 |
| One
Year |
Five
Years |
Ten
Years |
Since
Inception (May
31, 2011) |
Institutional
Class |
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Return Before
Taxes |
9.99% |
8.61% |
7.18% |
9.07% |
Return After
Taxes on Distributions |
9.50% |
6.51% |
5.08% |
7.02% |
Return After
Taxes on Distributions and Sale of Fund
Shares |
6.23% |
6.49% |
5.17% |
6.83% |
Investor
Class (1) |
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Return Before
Taxes |
4.18% |
7.21% |
6.33% |
8.33% |
Russell 3000
Value Index (reflects no deduction for
fees, expenses or taxes) |
11.66% |
10.84% |
8.28% |
9.67% |
S&P 500
Index (reflects no deduction for fees, expenses or
taxes) |
26.29% |
15.69% |
12.03% |
12.75% |
(1)The
Institutional Class commenced operations on May 31,
2011 and Investor Class
commenced operations on July 31, 2012. The
“Since Inception” performance shown for the Investor Class prior to its
inception on July 31, 2012 is based on the performance of the Institutional
Class, adjusted for the higher expenses applicable to the Investor
Class.
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
Managers
Scott
A. Moore, CFA, President and Chief Investment Officer of the Adviser, is the
co-portfolio manager responsible for the day-to-day management of the Fund. He
has managed the Fund since its inception in May 2011.
Darren
Schryer, CFA, CPA, Vice President and 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, Vice President and 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.
Adam
West, CFA, Vice President and Portfolio Manager is the co-portfolio manager
responsible for the day-to-day management of the Fund. He has managed the Fund
since July 2024.
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 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 |
Minimum
Initial Investment |
$2,500 |
$10,000 |
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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Nuance
Mid Cap Value Fund |
Investment
Objective
The
Nuance Mid Cap Value Fund (the “Fund” or “Mid Cap Value Fund”) seeks 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. You may qualify for sales
charge discounts if you and your family invest, or agree to invest in the
future, at least $50,000 in the Fund. Sales loads and
waivers may vary by financial intermediary. For more information on specific
financial intermediary sales loads and waivers, see Appendix A to the statutory
Prospectus. More information about these and other discounts is available
from your financial professional and in “Shareholder Information - Class
Descriptions” of the Fund’s statutory Prospectus on page 32. You may be required
to pay brokerage commissions on your purchases and sales of Z Class shares of
the Fund, which are not reflected in this table.
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Shareholder
Fees
(fees
paid directly from your investment) |
Investor Class |
Institutional Class |
Z
Class |
Maximum
Front-End Sales Charge (Load) Imposed on Purchases (as a percentage of the
offering price) |
5.00% |
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 |
Z
Class |
Management
Fees |
0.75% |
0.75% |
0.75% |
Distribution
and Service (12b-1) Fees |
0.25% |
0.00% |
0.00% |
Shareholder
Service Plan Fees (1) |
0.15% |
0.15% |
0.00% |
Other
Expenses |
0.08% |
0.08% |
0.08% |
Acquired
Fund Fees and Expenses (1) |
0.01% |
0.01% |
0.01% |
Total
Annual Fund Operating Expenses (1) |
1.24% |
0.99% |
0.84% |
Less:
Fee Waiver
(2) |
-0.05% |
-0.05% |
-0.05% |
Total
Annual Fund Operating Expenses After Fee Waiver (1)(2) |
1.19% |
0.94% |
0.79% |
(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") .
(2)
Nuance Investments, LLC
(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 any front-end or contingent deferred loads, AFFE, leverage/borrowing,
interest, interest expense, dividends paid on short sales, taxes, brokerage
commissions and extraordinary expenses) do not exceed 1.18% of the average daily
net assets of the Investor Class, 0.93% of the average daily net assets of the
Institutional Class and 0.78% of the average daily net assets of the Z 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 fee waiver and
expense payment was made, if such recoupment can be achieved without exceeding
the expense limit in effect at the time the fee waiver and 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,
2025. 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.
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). You may be required to pay brokerage commissions on
your purchases and sales of Z Class shares of the Fund, which are not reflected
in the example. 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 Shares |
$615 |
$869 |
$1,142 |
$1,921 |
Institutional
Class Shares |
$96 |
$310 |
$542 |
$1,208 |
Z
Class Shares |
$81 |
$263 |
$461 |
$1,033 |
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 78% of the average value of its
portfolio.
Principal Investment
Strategies
The
Fund invests primarily in equity securities of companies that Nuance
Investments, LLC (the "Adviser") believes are high quality, though temporarily
out of favor. Under normal
market conditions, the Fund invests at least 80% of its net assets (plus any
borrowings for investment purposes) in securities issued by mid-capitalization
companies. The Adviser defines mid- capitalization companies as companies within
the range of the capitalization of companies constituting the Russell
Midcap® Index. The Adviser intends to manage the Fund so
that the average weighted market capitalization of its portfolio (derived from
FactSet and excluding short-term investments) falls within the range of the
smallest and largest members of the Russell Midcap®
Index, as determined by averaging the smallest and largest members’ month end
market capitalization over the last 12 months. As of June 30, 2024, the trailing
twelve-month capitalization range of the Russell Midcap®
Index was between approximately $602.2 million and $73.0 billion. The Fund’s
investments may include preferred or convertible preferred stocks. The
Fund typically invests in a portfolio of 50 to 90 companies.
Although
the Fund will invest primarily in companies organized or traded in the U.S., the
Fund may invest up to 15% of its assets in non-U.S. companies in countries that
are classified as “developed” by MSCI, Inc. (“MSCI”). Nuance utilizes FactSet's
country assignments for individual companies. 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 an
extensive quantitative screening and fundamental research process that aims to
identify leading businesses selling at a discount to fair value with the
potential to generate above-average rates of returns over time. The Adviser
seeks to identify companies across a range of industries and market sectors that
have leading and sustainable market share positions, above-average financial
strength, and are trading at a discount to the Adviser’s internal view of
intrinsic value. The Adviser may sell an investment when it achieves or
surpasses the Adviser’s proprietary view of intrinsic value or when a security’s
competitive position or financial situation erodes beyond the Adviser’s
expectations. The Fund’s annual portfolio turnover rate will generally be 100%
or greater. From time to time, the Fund may focus its investments in securities
of companies in the same economic sector.
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.
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.
Preferred
Securities Risk. Preferred securities may pay fixed or adjustable rates of return and
are subject to many of the risks associated with debt securities (e.g., interest
rate risk, call risk and extension risk). In addition, preferred securities are
subject to issuer-specific and market risks applicable generally to equity
securities. Because many preferred securities allow the issuer to convert their
preferred stock into common stock, preferred securities are often sensitive to
declining common stock values.
Convertible
Securities Risk.
The market values of convertible securities tend to decline as interest rates
increase and, conversely, to increase as interest rates decline. A convertible
security’s market value, however, also tends to reflect the market price of the
common stock of the issuing company when that stock price approaches or is
greater than the convertible security’s “conversion price.” The conversion price
is defined as the predetermined price at which the convertible security could be
exchanged for the associated stock. As the market price of the underlying common
stock declines, the price of the convertible security tends to be influenced
more by the yield of the convertible security.
Sector
Emphasis Risk. The securities of companies in the same or related businesses
(“industry sector”), 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.
Mid-Cap
Companies Risk.
Securities of mid-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 generally
associated with investments in the 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,
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.
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.
Performance
The accompanying
bar chart and performance 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 shares. 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. Investor Class returns shown in
the performance table reflect the maximum sales charge of 5.00%.
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/mid-cap-value-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 |
Q4 2020 15.31% |
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Q1 2020 -19.25% |
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Year-to-Date as of
June 30,
2024 |
-2.33% |
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Average
Annual Total Returns for the periods ended December 31,
2023 |
| One
Year |
Five
Years |
Ten
Years |
Since
Inception
(12/31/2013) |
Institutional
Class Shares |
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|
| |
Return Before
Taxes |
6.73% |
9.17% |
8.45% |
8.45% |
Return After
Taxes on Distributions |
6.19% |
7.48% |
6.65% |
6.65% |
Return After
Taxes on Distributions and Sale of Fund
Shares |
4.33% |
6.99% |
6.27% |
6.27% |
Investor
Class Shares |
|
|
| |
Return Before
Taxes |
1.15% |
7.77% |
7.60% |
7.60% |
Z
Class Shares (1) |
|
|
| |
Return Before
Taxes |
6.84% |
9.30% |
8.54% |
8.54% |
Russell
Midcap Value Index (reflects no deduction for
fees, expenses or taxes) |
12.71% |
11.16% |
8.26% |
8.26% |
S&P 500
Index (reflects no deduction for
fees, expenses or taxes) |
26.29% |
15.69% |
12.03% |
12.03% |
(1)The
Z Class commenced operations on May 8, 2017 and the
Institutional Class and Investor Class commenced operations on December 31,
2013. The
performance shown for the Z Class prior to its inception on May 8, 2017 is based
on the performance of the Institutional Class, adjusted for the lower expenses
applicable to the Z Class.
After tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
Actual after-tax returns depend on 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 or Z
Class will vary to the extent they have 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
Managers
Scott
A. Moore, CFA, President and Chief Investment Officer of the Adviser, 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 2013.
Darren
Schryer, CFA, CPA, Vice President and 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, Vice President and 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.
Adam
West, CFA, Vice President and Portfolio Manager is the co-portfolio manager
responsible for the day-to-day management of the Fund. He has managed the Fund
since July 2024.
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 Mid Cap Value
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 |
Z
Class |
Minimum
Initial Investment |
$2,500 |
$10,000 |
$2,500 |
Subsequent
Minimum Investment |
$100 |
$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 |
Each
Fund's investment objective is to seek long-term capital appreciation. Each
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
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. Using
quantitative fundamental data (e.g. normalized returns on assets, normalized
returns on equity, net debt to total capital) and valuation statistics (e.g.
normalized price to earnings, normalized cash flow), the Adviser identifies a
universe of companies in which the Funds 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
determine if the company being studied 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
Adviser attempts to invest the Concentrated Value Fund in approximately 15 to 35
companies, and the Mid Cap Value Fund in approximately 50 to 90 companies, that
provide a greater potential for return on capital than other available market
opportunities, consistent with reasonable investment risk. The Funds will sell
an investment when the investment’s risk reward is no longer favorable compared
with other market opportunities. The Funds will also sell an investment when it
achieves or surpasses the Adviser’s proprietary view of intrinsic value or when
a security’s competitive position or financial situation erodes beyond the
Adviser’s expectations. The annual portfolio turnover rate will generally be
100% or greater for the Mid Cap Value Fund and may be 100% or greater for the
Concentrated Value Fund.
Although
the Funds will invest primarily in companies organized or traded in the U.S.,
the Concentrated Value Fund and the Mid Cap Value Fund may invest up to 25% and
15%, respectively, of their assets in non-U.S. companies in countries that are
classified as “developed” by MSCI. Nuance utilizes FactSet's country assignments
for individual companies. 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 invest 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 Funds invest 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 Funds 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 a 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 funds’ management fees and
operational expenses. Taking a temporary defensive position may result in the
Fund not achieving its investment objective.
In
addition, the Mid Cap Value Fund, under normal market conditions, invests at
least 80% of its net assets (plus any borrowings for investment purposes) in
securities issued by mid-capitalization companies. The Adviser intends to manage
the Mid Cap Value Fund so that the average weighted market capitalization of its
portfolio (derived from FactSet and excluding short-term investments) falls
within the range of the smallest and largest members of the Russell
Midcap®
Index, as determined by averaging the month end market capitalization over the
last 12 months. The Adviser defines mid-capitalization companies as companies
within the range of the capitalization of companies constituting the Russell
Midcap®
Index. As of June 30, 2024, the trailing twelve-month capitalization range of
the Russell Midcap®
Index was between approximately $602.2 million and $73.0 billion. The Mid Cap
Value Fund may invest in preferred or convertible preferred securities.
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Principal
Risks of Investing in the Fund |
Before
investing in the Funds, 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 Funds.
The principal risks of investing in the Funds are:
General
Market Risk.
The NAV and investment return of each Fund will fluctuate based upon changes in
the value of the Funds’ 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 a 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 a 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 Funds may be
increased. Continuing market volatility may have adverse effects on the
Funds.
Management
Risk.
The ability of a Fund to meet its investment objective is directly related to
the Adviser’s investment strategies for the Fund. The value of your investment
in a 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 a Fund could underperform the
market or other mutual funds with similar investment objectives.
Non-Diversified
Fund Risk.
The Concentrated Value Fund is “non-diversified” and therefore is not required
to meet certain diversification requirements under federal laws. The
Concentrated Value 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 Concentrated Value Fund’s overall value to decline to a greater
degree than if the Concentrated Value Fund held a more diversified
portfolio.
Value-Style
Investing Risk.
The Funds’ 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 Funds’ 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 Funds invest. Each Fund’s net
asset value and investment return will fluctuate based upon changes in the value
of its portfolio securities.
Preferred
Securities Risk.
The Mid-Cap Value Fund may be subject to preferred securities risk. Preferred
securities may pay fixed or adjustable rates of return and are subject to many
of the risks associated with debt securities (e.g., interest rate risk, call
risk and extension risk). In addition, preferred securities are subject to
issuer-specific and market risks applicable generally to equity securities.
Because many preferred securities allow the issuer to convert their preferred
stock into common stock, preferred securities are often sensitive to declining
common stock values. A company’s preferred securities generally pay dividends
only after the company makes required payments to holders of its bonds and other
debt. For this reason, the value of preferred securities will usually react more
strongly than bonds and other debt to actual or perceived changes in the
company’s financial condition or prospects. Preferred securities of smaller
companies may be more vulnerable to adverse developments than preferred stock of
larger companies.
Convertible
Securities Risk.
The Mid-Cap Value Fund may be subject to convertible securities risk.
Convertible securities are fixed income securities, preferred stocks or other
securities that are convertible into or exercisable for common stock of the
issuer (or cash or securities of equivalent value) at either a stated price or a
stated rate. The market values of convertible securities tend to decline as
interest rates increase and, conversely, to increase as interest rates decline.
A convertible security’s market value, however, tends to reflect the market
price of the common stock of the issuing company when that stock price
approaches or is greater than the convertible security’s “conversion price.” The
conversion price is defined as the predetermined price at which the convertible
security could be exchanged for the associated stock. As the market price of the
underlying common stock declines, the price of the convertible security tends to
be influenced more by the yield of the convertible security. Thus, it may not
decline in price to the same extent as the underlying common stock. In the event
of a liquidation of the issuing company, holders of convertible securities would
be paid before the company’s common stockholders but after holders of any senior
debt obligations of the company. Consequently, the issuer’s convertible
securities generally entail less risk than its common stock but more risk than
its debt obligations.
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 Concentrated Value 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
Concentrated Value Fund invests in mid-cap and small-cap companies and the Mid
Cap Value Fund invests in mid-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
a 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, a 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 a 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.
Portfolio
Turnover Risk.
The Funds 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 Funds'
performance.
A
description of the Funds’ policies and procedures with respect to the disclosure
of the Funds’ portfolio holdings is available in the Funds’ Statement of
Additional Information (“SAI”).
The
Funds have 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, 2024, the Adviser had about $3.95 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 each Fund’s securities portfolio. The Adviser also furnishes the
Funds 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 Funds pay the Adviser a monthly management fee that is
calculated at the annual rate of 0.85% of the Concentrated Value Fund’s average
daily net assets and 0.75% of the Mid Cap Value Fund’s average daily net
assets.
Fund
Expenses.
Each Fund is responsible for its own operating expenses. Pursuant to an
Operating Expenses Limitation Agreement between the Adviser and the Trust, on
behalf of each class of the Funds, 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 any front-end or contingent deferred loads,
AFFE, leverage/borrowing interest, interest expense, dividends paid on short
sales, taxes, brokerage commissions, and extraordinary expenses) do not exceed
1.28% of the average daily net assets of the Investor Class and 1.03% of the
average daily net assets of the Institutional Class for the Concentrated Value
Fund and 1.18% of the average daily net assets of the Investor Class, 0.93% of
the average daily net assets of the Institutional Class and 0.78% of the average
daily net assets of the Z Class for the Mid Cap Value Fund. 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, 2025. 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
Funds, the Adviser was effectively paid a management fee equal to 0.80% of the
Concentrated Value Fund’s average daily net assets for the fiscal year ended
April 30, 2024, and 0.74% of the Mid Cap Value Fund’s average daily net
assets for the fiscal year ended April 30, 2024.
A
discussion regarding the basis of the Board of Trustees’ approval of the
Advisory Agreement with respect to the Funds is available in each Fund’s annual
report to shareholders for the period ended April 30, 2024.
The
Funds, as series of the Trust, do not hold themselves out as related to any
other series of the Trust for purposes of investment and investor services, nor
do they share the same investment adviser with any other series other than the
Nuance Funds.
Scott
A. Moore, CFA®
Mr.
Moore is the President and Chief Investment Officer of the Adviser. Mr. Moore
has 33 years of investment experience and 25 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.
Darren
Schryer, CFA®,
CPA
Mr.
Schryer is a Vice President and Portfolio Manager with the Adviser, advising on
the Nuance Concentrated Value and Nuance Mid Cap Value 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 a Vice President and Portfolio Manager with the Adviser, advising on
the Nuance Concentrated Value and Nuance Mid Cap Value products. He also focuses
his analytical skills on the Industrials, Energy, and Real Estate 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.
D.
Adam West, CFA®
Mr.
West is a Vice President and Portfolio Manager with Nuance, advising on the
Nuance Concentrated Value and Nuance Mid Cap Value products. He also focuses his
analytical skills on the Information Technology, Consumer Discretionary and
Consumer Staples sectors. Mr. West has 18 years of investment experience and 14
years of experience using a classic value approach.
Prior
to joining Nuance, Mr. West spent more than 4 years as an Investment Analyst at
Commerce Trust Company. Mr. West holds a Bachelor of Science in Business
Administration (BSBA) with an emphasis in Finance from the University of
Missouri and a Master of Business Administration (MBA)
from
the University of North Carolina, Kenan-Flagler Business School. He is a CFA®
charterholder and a member of the CFA Institute.
The
Funds’ 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 a Fund’s shares is based on its net asset value (“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 a Fund’s
NAV.
Each
Fund’s assets are generally valued at their market price using valuations
provided by independent pricing services. When market quotations are not readily
available, a security or other asset is valued at its fair value as determined
under fair value pricing procedures approved by the Board of Trustees. The Board
reviews, no less frequently than annually, the adequacy of the policies and
procedures of the Funds 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 a 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 Funds and the quality of prices
obtained through the application of such procedures.
When
fair value pricing is employed, the security prices that a 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) from 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 a 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, a 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, a 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 a
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 each 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), plus
any applicable sales charge and before imposition of a commission, if any, on Z
Class shares. Shares may be purchased directly from the Funds 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 Funds have not been registered and are not offered for sale outside of
the United States. The Funds generally do 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 a Fund, will be
deducted from a shareholder’s account for any purchases that do not clear. The
Funds and U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global
Fund Services, the Funds’ 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 Investor Class and Z Class
shares and $10,000 for 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 amounts.
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
Funds’ Transfer Agent. Your financial intermediary holds the shares in your name
and receives all confirmations of purchases and sales from the Funds. 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 a 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 Funds’ 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 Funds.
Purchase
Requests Must be Received in Good Order
Your
share price will be based on the next NAV per share, plus any applicable sales
charge, and before imposition of a commission on Z Class shares, if any,
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(s) 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(s) or a wire transfer received by the
Fund(s).
An
Account Application or subsequent order to purchase Fund shares is subject to
acceptance by a Fund and is not binding until so accepted. Each 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 a 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 a 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 a 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 |
[Name
of the Fund(s)] |
| [Name
of the Fund(s)] |
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
Funds do not consider the U.S. Postal Service or other independent delivery
services to be their 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 Funds’
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 Funds will not accept payment in cash or money orders. To
prevent check fraud, the Funds will not accept third party checks, Treasury
checks, credit card checks, traveler’s checks or starter checks for the purchase
of shares. The Funds are unable to accept post-dated checks or any conditional
order or payment.
Purchase
by Wire. If
you are making your first investment in a 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(s), 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: |
[Name
of the Fund(s)] |
| (Class
of shares to be purchased) |
| (Shareholder
Name/Account Registration) |
| (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 Funds and U.S. Bank,
N.A., the Funds’ 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 Funds and your account has been open for at least 7 business
days, you may purchase additional shares by telephoning the Funds 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
Funds are 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 Funds 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, each Fund offers an Automatic Investment Plan (“AIP”).
Under the AIP, after your initial investment, you may authorize a 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. A 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 Funds
reserve the right to request additional clarifying information and may close
your account if such clarifying information is not received by the Funds within
a reasonable time of the request or if the Funds 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 Funds 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 Funds
or through a financial intermediary. You may redeem all or part of your
investment in a 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, before imposition of a
commission on Z Class shares, if any, 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 a Fund in good order after the close of the regular trading
session of the NYSE (generally 4:00 p.m., Eastern Time) will usually be
processed on the next business day. Under normal circumstances, the Funds expect
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 Funds may choose
to sell portfolio assets for the purpose of meeting such requests. Each 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
Funds are 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
Funds typically send 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 a Fund receives your redemption request. Under
unusual circumstances, the Funds 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, a 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, each 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 Funds 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 |
[Name
of the Fund(s)] |
| [Name
of the Fund(s)] |
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
Funds do not consider the U.S. Postal Service or other independent delivery
services to be their 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 Funds. 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 Funds, you may redeem shares, in amounts of $100,000 or less,
by instructing the Funds 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
Funds are not responsible for delays due to communication or transmission
outages or failures.
Note:
Neither the Funds nor any of their 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 Funds 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 Funds will accept telephone instructions from any one owner or authorized
person.
Systematic
Withdrawal Program.
Each 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 a 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
Funds’ Right to Redeem an Account.
Each 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 a Fund. The Fund will provide a shareholder with written notice 30 days
prior to redeeming the shareholder’s account.
Redemption-in-Kind.
Each 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), a 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 a 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 Funds 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 a Fund to the other funds
in the Trust that the Adviser manages within the same share 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. The exchange
privilege is not available for Z Class shares.
You
may make exchanges only between identically registered accounts (name(s),
address, and taxpayer ID number). There is currently no limit on exchanges, but
each 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 Funds:
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Regular
Mail |
| Overnight
or Express Mail |
[Name
of the Fund(s)] |
| [Name
of the Fund(s)] |
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
names of each 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
Funds do not consider the U.S. Postal Service or other independent delivery
services to be their 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 Funds.
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 Funds, 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 Funds are not
responsible for delays due to communications or transmission outages or
failure.
Note:
Neither the Funds nor any of their 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 Funds 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 |
Each
Fund will make distributions, if any, of net investment income quarterly. Each
Fund will also distribute net capital gains, if any, at least annually,
typically during the month of December. The Funds 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, each Fund
reserves the right to reinvest the distribution check in your account at such
Fund’s then current NAV per share and to reinvest all subsequent
distributions.
The
Concentrated Value Fund offers two different share classes — Investor Class
shares and Institutional Class shares. The Mid Cap Value Fund offers three
different share classes - Investor Class shares, Institutional Class shares and
Z Class shares. All of the Funds’ share classes are available directly through
the Funds’ Transfer Agent, and certain share classes may also be available
through select financial intermediaries. The Investor Class is generally
available to retail investors through selected securities dealers and other
financial intermediaries, or directly from the Funds.
The
Institutional Class is generally limited to institutional investors or certain
programs, including the following:
•Investors
making purchases through financial intermediaries that aggregate customer
accounts to accumulate the minimum initial investment;
•Clients
of financial intermediaries that have an agreement in place with Quasar
Distributors, LLC, the Funds’ distributor (the “Distributor”) or its affiliates
who charge clients an ongoing fee for advisory, investment, consulting, or
similar services, or who charge clients transaction fees with respect to their
investments in the Funds;
•Financial
intermediaries with clients of a registered investment adviser (“RIA”)
purchasing fund shares in fee based advisory accounts, through certain
broker-dealers utilizing omnibus accounts;
•Individuals
and institutional investors, such as financial institutions, corporations,
trusts, defined benefit plans, foundations, endowments, estates, and
educational, religious, and charitable organizations;
•Institutions
and individuals that use trust departments or family/multi-family offices that
exercise investment discretion;
•Institutions
and individuals that use trust departments or family/multi-family offices that
exercise investment discretion;
•Certain
retirement and benefit plans, including pension plans and employer sponsored
retirement plans established under Section 403(b) or Section 457, or qualified
under Section 401, of the Internal Revenue Code, as amended, (the
“Code”);
•Certain
qualified plans under Section 529 of the Code;
•Certain
insurance related products that have an agreement in place with the Distributor
or its affiliates;
•Certain
advisory accounts of the Adviser or its affiliates;
•Trustees
and officers of the Trust; directors, officers and employees of the Adviser and
its affiliates (including the spouse, life partner, or minor children under 21
of any such person); any trust or individual retirement account or self-employed
retirement plan for the benefit of any such person; or the estate of any such
person; and
•Employee
retirement plans sponsored by the Adviser or its affiliates.
At
the time you purchase shares of a Fund, you must inform your financial
intermediary or the Transfer Agent of your qualifications to invest in
Institutional Class shares. Institutional Class shares may also be offered
through financial intermediaries that charge their customers transaction or
other distribution or service fees with respect to their customers’ investments
in the Funds. As indicated in the table below, the minimum initial investment
for Institutional Class shares may be waived or reduced by the Funds at any
time. In addition, the Adviser may accept investment in Institutional Class
shares from purchasers not listed above.
Z
Class shares may be purchased directly from the Fund or through fee-based
programs of financial intermediaries that have special agreements with the
Distributor, through financial intermediaries that have been approved by, and
that have special agreements with the Distributor to offer shares to
self-directed investment brokerage accounts that may charge a transaction fee,
and through other financial intermediaries approved by the Distributor. Z Class
shares may also be available on brokerage platforms of firms that have
agreements with the Distributor to offer such shares solely when acting as an
agent for the investor. An investor transacting in Z Class shares in these
programs may be required to pay a commission and/or other forms of compensation
to the broker. Shares of the Mid Cap Value Fund are available in other share
classes that have different fees and expenses.
The
following table lists the key features of the Funds’ share classes.
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| Investor
Class |
Institutional
Class |
Z
Class Shares |
Minimum
Initial Investment |
$2,500 |
$10,000 |
$2,500 |
Subsequent
Minimum Investment |
$100 |
$100 |
$100 |
Waiver/Reduction
of Investment Minimums |
At
the Adviser's discretion |
Although
not limited to the list below, the Adviser may waive or reduce the initial
or subsequent minimum investment amounts in any of the following
circumstances:
• Certain
retirement, defined benefit, and pension plans, and certain qualified
tuition programs;
• Bank
or trust companies investing for their own accounts or acting in a
fiduciary or similar capacity;
• Institutional
clients of the Adviser;
• Employees,
Directors/Trustees, and Officers (including the immediate family members
of each) of the Trust, the Adviser, and their affiliates; and
• Employee
retirement plans sponsored by, and affiliates of, the
Adviser. |
At
the Adviser's discretion. |
Front-End
Sales Charge (Load) |
5.00%
or less, with lower sales charges available for larger investments.
Additionally, Investor Class shares may be purchased at NAV by certain
investors. See “Elimination of Initial Sales Load” below for additional
information. |
None |
None |
Contingent
Deferred Sales Charge |
None |
None |
None |
Ongoing
Distribution/Shareholder Service Plan Fees |
Shareholder
Service Plan fee of up to 0.15% and Distribution (12b-1) fee of
0.25%
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Shareholder
Service Plan fee of up to 0.15% |
None |
Annual
Expenses |
Higher
expense ratio than Institutional Class shares and Z Class shares because
Investor Class shares pay distribution fees. |
Lower
expense ratio than Investor Class shares because Institutional Class
shares do not pay distribution fees. Higher expense ratio than Z Class
shares because Z Class shares do not pay shareholder service plan
fees. |
Lower
expense ratio than Institutional Class shares because Z Class share do not
pay distribution or shareholder service plan
fees. |
Additionally,
Investor Class shares may be eligible to be converted to Institutional Class or
Z Class shares of the same Fund, provided you meet the requirements for
investing in Institutional Class or Z Class shares and subject to other
conditions. In addition, Institutional Class shares may be eligible to be
converted to Z Class shares of the same Fund provided you meet the requirements
for investing in Z Class shares. 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. 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 a Fund, financial intermediaries may convert shares of
one class of a Fund into another class of the same Fund. Please contact your
financial intermediary for information regarding share class conversions.
Sales
charges and fees vary considerably between each Fund’s classes. You should
carefully consider the differences in the fee and sales charge structures as
well as the length of time you wish to invest in a Fund before choosing which
class to purchase. Please review the Shareholder Fees table and sales charge
schedules of the Funds before investing. You may also want to consult with a
financial adviser to help you determine which class is most appropriate for
you.
Investor
Class Shares
Sales
Charges.
The following sub-sections summarize information you should know regarding sales
charges applicable to purchases of Investor Class shares of the Funds. Sales
charge information is not separately posted on the Adviser’s website located at
www.nuanceinvestments.com because a copy of this Prospectus containing such
information is already available for review, free of charge, on the Funds’
website. Investor Class shares may be available for purchase by clients of
certain financial intermediaries without the application of a front-end sales
load as described in Appendix A to this Prospectus.
Your
purchase of Fund shares may be subject to a front-end sales charge (“sales
load”). If applicable, a sales load will be deducted from purchases of less than
$1 million of Investor Class shares.
The
table below shows the percentage sales load that you will pay, which decreases
as the amount of your current purchase reaches certain breakpoints. Your sales
load is included in the public offering price of your purchase and reduces the
net asset value of your resulting investment. As a result, the sales load
expressed as a percentage of the net amount invested, or net asset value, is
higher than the sales load expressed as a percentage of the public offering
price. You may be eligible, under certain circumstances, to aggregate existing
and future investments in the Funds with your current purchase in order to
achieve a more favorable sales load on your current purchase (see “Reduced Sales
Load” below). No sales load is imposed on the reinvestment of
distributions.
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Sales
Load as % of: |
Amount
of Purchase |
Public Offering Price |
Net Amount
Invested
(1) |
Dealer Reallowance % |
$0
but less than $50,000 |
5.00% |
5.26% |
5.00% |
$50,000
but less than $100,000 |
3.75% |
3.90% |
3.75% |
$100,000
but less than $250,000 |
2.75% |
2.83% |
2.75% |
$250,000
but less than $500,000 |
2.00% |
2.04% |
2.00% |
$500,000
but less than $1 million |
1.50% |
1.52% |
1.50% |
$1
million |
0.00% |
0.00% |
0.00% |
(1)
Percentages may vary slightly for particular investors as a result of
rounding.
The
sales load is paid to the broker-dealer of record for the transaction. The
Distributor will receive all sales loads on accounts without a dealer of record.
Reduced
Sales Load. You
may qualify for a reduced sales load on purchases of Investor Class shares
under rights of accumulation (“ROA”) or a letter of intent
(“LOI”). To receive a sales load reduction, you must, at the time of
purchase, inform your financial intermediary or the Transfer Agent (for
purchases made directly from the Funds) that you believe you qualify for a
reduced sales load. You will also need to provide your financial intermediary or
the Transfer Agent with the information necessary to verify your eligibility for
a reduced sales load. Failure to provide such notification may result in you not
receiving the sales load reduction to which you are otherwise entitled. The
transaction processing procedures maintained by certain financial institutions
may restrict the universe of accounts considered for purposes of calculating a
reduced sales load under ROA or LOI. Please contact your financial
institution before investing to determine the process used to identify accounts
for ROA and LOI purposes.
ROA. Upon
your request, your financial intermediary or the Transfer Agent will determine
the applicable reduced sales load under ROA by combining the value of your
current Investor Class purchase in the Nuance Concentrated Value Fund or Nuance
Mid Cap Value Fund with the collective value of Investor Class shares in the
Nuance Concentrated Value Fund and/or Nuance Mid Cap Value Fund (as of each
fund’s current day public offering price) that were purchased previously for
accounts (1) in your name, (2) in the name of your spouse, (3) in
the name of you and your spouse, (4) in the name of your child under the
age of 21, and (5) sharing the same mailing address (“Accounts”).
You
must, at the time of purchase, provide your financial intermediary or the
Transfer Agent, with your account number(s) and, if applicable, the account
numbers for your spouse, children (provide the children’s ages), or other
household members.
The
Funds may amend or terminate this right of accumulation at any
time.
LOI. You
may also enter into an LOI, which expresses your intent to invest $50,000 or
more in the Funds’ Investor Class shares within the next thirteen
months. Under an LOI, your individual purchases will be assessed the
sales load applicable to the amount you intend to invest over the thirteen-month
period. Any shares purchased within 90 days prior to the date you
sign the letter of intent may be used as credit toward your commitment, but the
reduced sales load will only apply to new purchases made on or after the date
you sign your LOI. Purchases resulting from the reinvestment of
dividends and capital gains do not apply toward fulfillment of the
LOI. Shares equal to 5.00% of the amount of the LOI will be held in
escrow during the thirteen-month period. If at the end of that time
the total amount of purchases made is less than the amount intended, you will be
required to pay the difference between the reduced sales load and the sales load
applicable to the individual purchases had the LOI not been in
effect. This amount will be obtained from redemption of the escrow
shares. Any remaining escrow shares will be released to you.
If
you establish an LOI, you can aggregate your accounts as well as the accounts of
your immediate family members. You will need to submit to your
financial intermediary or the Transfer Agent from which you established your LOI
(1) written instruction with respect to the other accounts whose purchases
should be considered in fulfillment of the LOI and (2) all subsequent
purchases.
Elimination
of Initial Sales Load.
Certain investors are eligible to purchase or redeem Investor Class shares
without a sales load, but Fund shares so purchased may not be resold except to
the Funds. You must notify your financial intermediary or the
Transfer Agent from which you make your purchase of your eligibility, in
addition to providing appropriate proof of your eligibility. Failure to provide
such notification and proof may result in assessment of a sales load. No sales
load is assessed on purchases or redemptions made for investment purposes
by:
•A
qualified retirement plan under Section 401(a) of the Code, a plan
operating consistent with Section 403(b) of the Code, or certain qualified
plans offered through a recordkeeping platform (financial intermediaries need to
have an agreement in place with respect to such purchases with the Distributor
or its affiliates in order for its clients to qualify);
•Any
bank, trust company, savings institution, registered investment adviser,
financial planner or securities dealer on behalf of an account for which it
provides advisory or fiduciary services pursuant to an account management fee
(financial intermediaries need to have an agreement in place with respect to
such purchases with the Distributor or its affiliates in order for its clients
to qualify);
•The
Adviser and its affiliates;
•Trustees
and officers of the Trust; directors, officers and full-time employees of the
Adviser and its affiliates; the spouse, life partner, or children under 21 of
any such person; any trust or individual retirement account or self-employed
retirement plan for the benefit of any such person; or the estate of any such
person;
•Shareholders
buying through select platforms and fund supermarkets where the broker/dealers,
that have an agreement in place with respect to such purchases with the
Distributor or its affiliates, customarily sell mutual funds without sales
charges (check with your broker/dealer for availability and transaction charges
and other fees that may be charged by the broker/dealer sponsoring the fund
supermarket);
•Financial
intermediaries who have an agreement in place with respect to such purchases
with the Distributor or its affiliates to offer shares to self-directed
investment brokerage accounts that may or may not charge a transaction fee to
its customers; and
•Reinvestment
of all or part of the proceeds of redemption of your Investor Class shares into
the same Fund and account from which it had been redeemed, if the reinvestment
is made within 60 calendar days of the receipt of your redemption
request.
Z
Class Shares
Sales
Charges. The
Mid Cap Value Fund does not subject purchases of Z Class shares to a front-end
sales charge (“sales load”). The financial intermediaries that have an agreement
with the Distributor to sell Z Class shares may impose a transaction fee and
other ongoing fees on shareholders purchasing Z Class Shares. An investor
transacting in Z Class shares may be required to pay a commission to a broker.
Shares of the Fund are available in other share classes that have different fees
and expenses. Consult a representative of your financial intermediary regarding
transaction fees and other ongoing fees that may be imposed by your financial
intermediary and waivers of transaction fees that may be available from your
financial intermediary.
Rule
12b-1 Distribution Fees and Shareholder Service Plan Fees
The
Trust has adopted a Rule 12b-1 plan under which each 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 and/or shareholder
services provided by such entities, an aggregate fee of up to 0.25% of the
average daily net assets of the Fund’s Investor Class shares. 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.
The
Trust has adopted a Shareholder Service Plan under which each Fund may pay a fee
of up to 0.15% of the average daily net assets of the Fund’s Investor Class
shares and the Institutional Class shares for services provided to the Fund by
financial institutions, including the Adviser or its affiliates.
Because
the distribution and shareholder service plan fee is paid on an ongoing basis,
your investment cost over time may be higher than paying other types of sales
charges.
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Tools
to Combat Frequent Transactions |
The
Funds are intended for long-term investors. Short-term “market-timers” who
engage in frequent purchases and redemptions may disrupt a Fund’s investment
program and create additional transaction costs that are borne by all of the
Funds’ 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 Funds take steps to reduce the frequency and effect of these activities in
the Funds. 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. Each Fund seeks to exercise judgment in implementing
these tools to the best of their abilities in a manner that they believe is
consistent with shareholder interests. Except as noted herein, the Funds apply
all restrictions uniformly in all applicable cases.
Monitoring
Trading Practices.
The Funds monitor selected trades in an effort to detect excessive short-term
trading activities. If, as a result of this monitoring, a 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, each Fund
seeks to act in a manner that it believes is consistent with the best interests
of its shareholders. The Funds use a variety of techniques to monitor for and
detect abusive trading practices. These techniques may change from time to time
as determined by the Funds in their sole discretion. To minimize harm to the
Funds and their shareholders, each 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. A 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.
Each 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 a 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 each Fund handles, there can
be no assurance that a Fund’s efforts will identify all trades or trading
practices that may be considered abusive. In particular, since each Fund
receives purchase and sale orders through Authorized Intermediaries that use
group or omnibus accounts, a Fund cannot always detect frequent trading.
However, the Funds 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, each 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 their customers investing in the Fund through
non-disclosed or omnibus accounts. The Funds will use this information to
attempt to identify abusive trading practices. Authorized Intermediaries are
contractually required to follow any instructions from a Fund to restrict or
prohibit future purchases from shareholders that are found to have engaged in
abusive trading in violation of the Funds’ policies. However, a 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 Funds’ ability to monitor and discourage abusive trading practices
in non-disclosed and omnibus accounts may be limited.
Distributions
of each 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 a 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 a 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 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 each Fund for the preceding year. Distributions by the Funds 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 a 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 Funds. 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. The sales loads and waiver
variations of certain financial intermediaries are described in Appendix
A
to this Prospectus. Please contact your financial intermediary for
details.
Closing
the Funds.
The Board retains the right to close (or partially close) a 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 a Fund to new investors, all investors,
or certain classes of investors (such as fund supermarkets) at any time. If a
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 Funds intend 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 Funds reasonably believe 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 Funds receive notice to stop householding, the Funds
will begin sending individual copies 30 days after receiving your request. This
Householding policy does not apply to account statements.
Lost
Shareholders, Inactive Accounts and Unclaimed Property.
It is important that the Funds maintain a correct address for each shareholder.
An incorrect address may cause a shareholder’s account statements and other
mailings to be returned to the Funds. Based upon statutory requirements for
returned mail, the Funds will attempt to locate the shareholder or rightful
owner of the account. If a Fund is unable to locate the shareholder, then they
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 Funds
are legally obligated to escheat (or transfer) abandoned property to the
appropriate state’s unclaimed property administrator in accordance with
statutory requirements. The shareholder’s last known address of record
determines which state has jurisdiction. Please proactively contact the Transfer
Agent 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.
|
| |
Distribution
of Fund Shares |
Quasar
Distributors, LLC (the “Distributor”) is located at 3 Canal Plaza, Suite 100,
Portland, ME 04101, and serves as distributor and principal underwriter to the
Funds. The Distributor is a registered broker-dealer and member of the Financial
Industry Regulatory Authority, Inc. Shares of the Funds are offered on a
continuous basis.
|
| |
Payments
to Financial Intermediaries |
Except
with respect to Z Class shares, a 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. Z Class shares
are not subject to sub-administration or sub-transfer agency fees.
The
Adviser, out of its own resources and without additional cost to any Fund or its
shareholders, may provide additional cash payments to intermediaries who sell
shares of the Funds. These payments and compensation are in addition to service
fees paid by the Funds, 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 a
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 a 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 each Fund's 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 a Fund (assuming reinvestment of all
dividends and distributions). The information in the tables below has been
derived from the financial statements audited by Cohen & Company, Ltd., the
Funds’ independent registered public accounting firm, whose report, along with
the Funds’ financial statements, are included in the annual report, which is
available upon request or on the Funds’ website at
https://www.nuanceinvestments.com/funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Concentrated
Value Fund Institutional Class |
|
|
|
| |
For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2024 |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
PER
SHARE DATA: |
|
|
|
| |
|
|
|
|
| |
Net
asset value, beginning of year |
$12.73 |
$13.50 |
$16.21 |
$12.53 |
$14.23 |
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
| |
Net
investment income |
0.22 |
0.17 |
0.15 |
0.07 |
0.16 |
Net
realized and unrealized gain (loss) on investments |
(0.32) |
0.72 |
(0.47) |
3.71 |
(0.71) |
Total
from investment operations |
(0.10) |
0.89 |
(0.32) |
3.78 |
(0.55) |
|
|
|
|
| |
LESS
DISTRIBUTIONS: |
|
|
|
| |
Distributions
from net investment income |
(0.22) |
(0.12) |
(0.13) |
(0.10) |
(0.16) |
Distributions
from net realized gains |
— |
(1.54) |
(2.26) |
— |
(0.99) |
Total
distributions |
(0.22) |
(1.66) |
(2.39) |
(0.10) |
(1.15) |
|
|
|
|
| |
Net
asset value, end of year |
$12.41 |
$12.73 |
$13.50 |
$16.21 |
$12.53 |
|
|
|
|
| |
TOTAL
RETURN |
(0.74)% |
7.78% |
(2.09)% |
30.30% |
(4.85)% |
|
|
|
|
| |
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
| |
Net
assets, end of year (in millions) |
$189.1 |
$270.7 |
$406.6 |
$488.2 |
$381.3 |
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.08% |
1.06% |
1.04% |
1.04% |
1.05% |
After
expense waiver/recoupment |
1.03% |
1.03% |
1.03% |
1.03% |
1.03% |
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.66% |
1.19% |
0.97% |
0.45% |
1.13% |
After
expense waiver/recoupment |
1.71% |
1.22% |
0.98% |
0.46% |
1.15% |
|
|
|
|
| |
Portfolio
turnover rate |
88% |
67% |
68% |
87% |
130% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Concentrated
Value Fund Investor Class |
|
|
|
| |
For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2024 |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
PER
SHARE DATA: |
|
|
|
| |
|
|
|
|
| |
Net
asset value, beginning of year |
$12.72 |
$13.48 |
$16.18 |
$12.49 |
$14.17 |
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
| |
Net
investment income |
0.25 |
0.13 |
0.14 |
0.05 |
0.13 |
Net
realized and unrealized gain (loss) on investments |
(0.37) |
0.73 |
(0.50) |
3.68 |
(0.70) |
Total
from investment operations |
(0.12) |
0.86 |
(0.36) |
3.73 |
(0.57) |
|
|
|
|
| |
LESS
DISTRIBUTIONS: |
|
|
|
| |
Distributions
from net investment income |
(0.19) |
(0.08) |
(0.08) |
(0.04) |
(0.12) |
Distributions
from net realized gains |
— |
(1.54) |
(2.26) |
— |
(0.99) |
Total
distributions |
(0.19) |
(1.62) |
(2.34) |
(0.04) |
(1.11) |
|
|
|
|
| |
Net
asset value, end of year |
$12.41 |
$12.72 |
$13.48 |
$16.18 |
$12.49 |
|
|
|
|
| |
TOTAL
RETURN
(1) |
(0.89)% |
7.47% |
(2.35)% |
29.96% |
(5.02)% |
|
|
|
|
| |
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
| |
Net
assets, end of year (in millions) |
$8.8 |
$15.4 |
$17.4 |
$27.7 |
$52.4 |
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.37% |
1.35% |
1.33% |
1.33% |
1.34% |
After
expense waiver/recoupment |
1.28% |
1.28% |
1.28% |
1.28% |
1.28% |
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.37% |
0.90% |
0.67% |
0.16% |
0.84% |
After
expense waiver/recoupment |
1.46% |
0.97% |
0.72% |
0.21% |
0.90% |
|
|
|
|
| |
Portfolio
turnover rate |
88% |
67% |
68% |
87% |
130% |
(1)Total
return does not reflect sales charges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Mid
Cap Value Fund Institutional Class |
|
|
|
| |
For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2024 |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
PER
SHARE DATA: |
|
|
|
| |
|
|
|
|
| |
Net
asset value, beginning of year |
$12.71 |
$13.39 |
$15.36 |
$11.81 |
$12.80 |
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
| |
Net
investment income |
0.23 |
0.22 |
0.16 |
0.10 |
0.17 |
Net
realized and unrealized gain (loss) on investments |
(0.39) |
0.35 |
(0.40) |
3.55 |
(0.31) |
Total
from investment operations |
(0.16) |
0.57 |
(0.24) |
3.65 |
(0.14) |
|
|
|
|
| |
LESS
DISTRIBUTIONS: |
|
|
|
| |
Distributions
from net investment income |
(0.21) |
(0.19) |
(0.14) |
(0.10) |
(0.18) |
Distributions
from net realized gains |
— |
(1.06) |
(1.59) |
— |
(0.67) |
Total
distributions |
(0.21) |
(1.25) |
(1.73) |
(0.10) |
(0.85) |
|
|
|
|
| |
Net
asset value, end of year |
$12.34 |
$12.71 |
$13.39 |
$15.36 |
$11.81 |
|
|
|
|
| |
TOTAL
RETURN |
(1.15)% |
4.82% |
(1.71)% |
31.09% |
(1.85)% |
|
|
|
|
| |
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
| |
Net
assets, end of year (in millions) |
$2,066.5 |
$2,702.4 |
$3,033.8 |
$3,284.4 |
$1,474.8 |
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
0.90% |
0.89% |
0.88% |
0.91% |
0.92% |
After
expense waiver/recoupment |
0.90% |
0.89% |
0.88% |
0.92% |
0.93% |
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.84% |
1.72% |
1.08% |
0.80% |
1.29% |
After
expense waiver/recoupment |
1.84% |
1.72% |
1.08% |
0.79% |
1.28% |
|
|
|
|
| |
Portfolio
turnover rate |
78% |
62% |
61% |
76% |
124% |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Mid
Cap Value Fund Investor Class |
|
|
|
| |
For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2024 |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
PER
SHARE DATA: |
|
|
|
| |
|
|
|
|
| |
Net
asset value, beginning of year |
$12.73 |
$13.40 |
$15.36 |
$11.81 |
$12.80 |
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
| |
Net
investment income |
0.25 |
0.19 |
0.13 |
0.07 |
0.12 |
Net
realized and unrealized gain (loss) on investments |
(0.44) |
0.35 |
(0.42) |
3.55 |
(0.30) |
Total
from investment operations |
(0.19) |
0.54 |
(0.29) |
3.62 |
(0.18) |
|
|
|
|
| |
LESS
DISTRIBUTIONS: |
|
|
|
| |
Distributions
from net investment income |
(0.18) |
(0.15) |
(0.08) |
(0.07) |
(0.14) |
Distributions
from net realized gains |
— |
(1.06) |
(1.59) |
— |
(0.67) |
Total
distributions |
(0.18) |
(1.21) |
(1.67) |
(0.07) |
(0.81) |
|
|
|
|
| |
Net
asset value, end of year |
$12.36 |
$12.73 |
$13.40 |
$15.36 |
$11.81 |
|
|
|
|
| |
TOTAL
RETURN(1) |
(1.41)% |
4.51% |
(2.07)% |
30.77% |
(2.12)% |
|
|
|
|
| |
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
| |
Net
assets, end of year (in millions) |
$37.3 |
$68.3 |
$78.1 |
$117.1 |
$94.3 |
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.23% |
1.22% |
1.22% |
1.23% |
1.24% |
After
expense waiver/recoupment |
1.18% |
1.18% |
1.18% |
1.18% |
1.18% |
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.51% |
1.39% |
0.74% |
0.48% |
0.96% |
After
expense waiver/recoupment |
1.56% |
1.43% |
0.78% |
0.53% |
1.02% |
|
|
|
|
| |
Portfolio
turnover rate |
78% |
62% |
61% |
76% |
124% |
(1)Total
return does not reflect sales charges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Mid
Cap Value Fund Z Class |
|
|
|
| |
For
a Fund share outstanding throughout the year. |
Year
Ended April 30, 2024 |
Year
Ended April 30, 2023 |
Year
Ended April 30, 2022 |
Year
Ended April 30, 2021 |
Year
Ended April 30, 2020 |
PER
SHARE DATA: |
|
|
|
| |
|
|
|
|
| |
Net
asset value, beginning of year |
$12.77 |
$13.45 |
$15.42 |
$11.84 |
$12.83 |
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
| |
Net
investment income |
0.25 |
0.24 |
0.17 |
0.12 |
0.18 |
Net
realized and unrealized gain (loss) on investments |
(0.39) |
0.34 |
(0.40) |
3.57 |
(0.32) |
Total
from investment operations |
(0.14) |
0.58 |
(0.23) |
3.69 |
(0.14) |
|
|
|
|
| |
LESS
DISTRIBUTIONS: |
|
|
|
| |
Distributions
from net investment income |
(0.22) |
(0.20) |
(0.15) |
(0.11) |
(0.18) |
Distributions
from net realized gains |
— |
(1.06) |
(1.59) |
— |
(0.67) |
Total
distributions |
(0.22) |
(1.26) |
(1.74) |
(0.11) |
(0.85) |
|
|
|
|
| |
Net
asset value, end of year |
$12.41 |
$12.77 |
$13.45 |
$15.42 |
$11.84 |
|
|
|
|
| |
TOTAL
RETURN |
(1.01)% |
4.87% |
(1.62)% |
31.34% |
(1.78)% |
|
|
|
|
| |
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
| |
Net
assets, end of year (in millions) |
$285.7 |
$362.4 |
$395.3 |
$409.5 |
$254.2 |
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
0.83% |
0.82% |
0.82% |
0.83% |
0.84% |
After
expense waiver/recoupment |
0.78% |
0.78% |
0.78% |
0.78% |
0.78% |
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
| |
Before
expense waiver/recoupment |
1.91% |
1.79% |
1.15% |
0.88% |
1.36% |
After
expense waiver/recoupment |
1.96% |
1.83% |
1.19% |
0.93% |
1.42% |
|
|
|
|
| |
Portfolio
turnover rate |
78% |
62% |
61% |
76% |
124% |
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
3
Canal Plaza, Suite 100
Portland,
ME 04101
The
Funds collect only relevant information about you that the law allows or
requires them to have in order to conduct their business and properly service
you. The Funds collect 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
Funds do not disclose any non-public personal information about their
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 Funds, as well as the Funds’
investment adviser who is an affiliate of the Funds. If you maintain a
retirement/educational custodial account directly with the Funds, we may also
disclose your Personal Information to the custodian for that account for
shareholder servicing purposes. The Funds limit access to your Personal
Information provided to unaffiliated third parties to information necessary to
carry out their assigned responsibilities to the Funds. All shareholder records
will be disposed of in accordance with applicable law.
The
Funds maintain physical, electronic and procedural safeguards to protect your
Personal Information and requires their 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 Funds 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.
Appendix
A – Financial Intermediary-Specific Sales Charge Waivers and
Discounts
Morgan
Stanley Wealth Management
Effective
July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley
Wealth Management transactional brokerage account will be eligible only for the
following front-end sales charge waivers with respect to Investor Class shares,
which may differ from and may be more limited than those disclosed elsewhere in
this Fund’s Prospectus or SAI.
.
•Employer-sponsored
retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b)
plans, profit sharing and money purchase pension plans and defined benefit
plans). For purposes of this provision, employer-sponsored retirement plans do
not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
•Morgan
Stanley employee and employee-related accounts according to Morgan Stanley’s
account linking rules
•Shares
purchased through reinvestment of dividends and capital gains distributions when
purchasing shares of the same fund
•Shares
purchased through a Morgan Stanley self-directed brokerage account
•If
Class C (i.e., level-load) shares are offered, such shares that are no longer
subject to a contingent deferred sales charge and are converted to Investor
Class shares of the same fund pursuant to Morgan Stanley Wealth Management’s
share class conversion program
Shares
purchased from the proceeds of redemptions within the same fund family, provided
(i) the repurchase occurs within 90 days following the redemption, (ii) the
redemption and purchase occur in the same account, and (iii) redeemed shares
were subject to a front-end or deferred sales charge.
Raymond
James & Associates, Inc., Raymond James Financial Services, Inc. &
Raymond James affiliates (“Raymond James”)
Intermediary-Defined
Sales Charge Waiver Policies
The
availability of certain initial or deferred sales charge waivers and discounts
may depend on the particular financial intermediary or type of account through
which you purchase or hold Fund shares.
Intermediaries
may have different policies and procedures regarding the availability of
front-end sales load waivers or contingent deferred (back-end) sales load
(“CDSC”) waivers, which are discussed below. In all instances, it is the
purchaser’s responsibility to notify the Funds or the purchaser’s financial
intermediary at the time of purchase of any relationship or other facts
qualifying the purchaser for sales charge waivers or discounts. For waivers and
discounts not available through a particular intermediary, shareholders will
have to purchase Fund shares directly from the Funds or through another
intermediary to receive these waivers or discounts.
Effective
March 1, 2019, shareholders purchasing Fund shares through a Raymond James
platform or account will be eligible only for the following load waivers
(front-end sales charge waivers and contingent deferred, or back-end, sales
charge waivers) and discounts, which may differ from those disclosed elsewhere
in this Funds’ prospectus or SAI.
Front-end
sales load waivers on Investor Class shares available at Raymond
James
•Shares
purchased in an investment advisory program.
•Shares
purchased through reinvestment of capital gains distributions and dividend
reinvestment when purchasing shares of the same Fund (but not any other fund
within the fund family).
•Employees
and registered representatives of Raymond James or its affiliates and their
family members as designated by Raymond James.
•Shares
purchased from the proceeds
of
redemptions within the same fund family, provided (1) the repurchase occurs
within 90 days following the redemption, (2) the redemption and purchase occur
in the same account, and (3) redeemed shares were subject to a front-end or
deferred sales load (known as Rights of Reinstatement).
Front-end
load discounts available at Raymond James: breakpoints, and/or rights of
accumulation
•Breakpoints
as
described
in this prospectus.
•Rights
of accumulation which entitle shareholders to breakpoint discounts will be
automatically calculated based on the aggregated holding of fund family assets
held by accounts within the purchaser’s household at Raymond James. Eligible
fund family assets not held at Raymond James may be included in the rights of
accumulation calculation only if the shareholder notifies his or her financial
advisor about such assets.
Nuance
Funds
Series
of Managed Portfolio Series
You
can find more information about the Funds in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the
Funds 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
Funds’ annual and semi-annual reports and Form N-CSR provide additional
information about the Funds’ investments. The annual reports contain a
discussion of the market conditions and investment strategies that affected the
Funds’ performance during the Funds’ prior fiscal period. In Form N-CSR, you
will find the Fund's annual and semi-annual financial statements.
You
can obtain a free copy of these documents and the SAI, request other
information, or make general inquiries about the Funds by calling the Funds
(toll-free) at 1-855-NUANCE3 (1-855-682-6233) , by visiting the Funds’ website
at https://www.nuanceinvestments.com/ or by writing to:
Nuance
Funds
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
You
can review and copy information, including the Funds’ 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) |