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SUMMARY
SECTION
Shenkman Capital Floating Rate High Income
Fund (the “Floating Rate Fund” or “Fund”)
Investment Objective
The Floating Rate Fund seeks
to generate a high level of current income.
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 Floating
Rate Fund. You may pay other fees, such as brokerage commissions and other fees
to financial intermediaries, which are not reflected in the tables and examples
below. You may qualify for sales charge discounts
if you and your family invest, or agree to invest in the future, at least
$100,000 in the Fund’s Class A shares.
Certain financial intermediaries also may offer variations in Fund sales charges
to their customers as described in Appendix A to the Prospectus. More
information about these and other discounts is available from your financial
professional and in the “Your Account with a Fund” section on page 32 of the
Fund’s Prospectus, the “Class A Shares Sales Charge Reductions and Waivers”
section beginning on page 34 of the Fund’s Prospectus, Appendix A to the
Prospectus and the “Breakpoints/Volume Discounts and Sales Charge Waivers”
section on page 47 of the Fund’s Statement of Additional Information (“SAI”). In
addition to the fees and expenses described below, you may also be required to
pay brokerage commissions on your purchases and sales of Institutional Class
shares of the Fund by certain financial intermediaries.
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SHAREHOLDER
FEES
(fees
paid directly from your investment) |
Class
A |
Class
C |
Class
F |
Institutional Class |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price) |
3.00% |
None |
None |
None |
Maximum
Deferred Sales Charge (Load) (as a percentage of original purchase price
or redemption price, whichever is less) |
None |
1.00% |
None |
None |
Redemption
Fee (as a percentage of amount redeemed on shares held for 30 days or
less) |
1.00% |
1.00% |
1.00% |
1.00% |
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ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.50 |
% |
| 0.50% |
| 0.50% |
0.50% |
Distribution
and Service (Rule 12b-1) Fees |
0.25 |
% |
| 1.00% |
| None |
None |
Other
Expenses (includes Shareholder Servicing Plan Fee) |
0.31 |
% |
(1) |
0.31% |
(1) |
0.31% |
0.21% |
Shareholder
Servicing Plan Fee |
0.10% |
| 0.10% |
| 0.10% |
None |
Total
Annual Fund Operating Expenses(2) |
1.06 |
% |
| 1.81% |
| 0.81% |
0.71% |
Less:
Fee Waiver(3) |
-0.17 |
% |
| -0.17% |
| -0.17% |
-0.17% |
Total
Annual Fund Operating Expenses After Fee Waiver |
0.89 |
% |
| 1.64% |
| 0.64% |
0.54% |
(1)Other expenses are based
on estimated amounts for the current fiscal
year.
(2)Total Annual Fund
Operating Expenses reflect the maximum Rule 12b-1 fee and/or Shareholder
Servicing Plan fee allowed while the Expense Ratios in the Financial Highlights
reflect actual expenses.
(3)Shenkman Capital Management,
Inc. (the “Advisor”) has contractually agreed to waive a portion or all of its
management fees and pay Floating Rate Fund expenses in order to limit Total
Annual Fund Operating Expenses (excluding AFFE, taxes, interest expense,
dividends on securities sold short, extraordinary expenses, Rule 12b-1 fees,
shareholder servicing fees and any other class-specific expenses) to 0.54% of
average daily net assets of the Fund (the “Expense Cap”). The Expense Cap
will
remain in effect through at least January 27,
2024, and may be terminated only by the Trust’s Board of
Trustees (the “Board”). The Advisor may request recoupment of previously waived
fees and paid expenses from the Fund for 36 months from the date they were
waived or paid, subject to the Expense Cap.
Example
This Example is
intended to help you compare the cost of investing in the Floating Rate 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 Cap only in the first year).
You may be required to pay brokerage commissions on your purchases and sales of
Institutional Class shares of the Fund, which are not reflected in this Example.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:
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| 1
Year |
3 Years |
5 Years |
10 Years |
Class
A (if you redeem your shares at the
end of the period) |
$388 |
$611 |
$851 |
$1,540 |
Class
C (if you redeem your shares at the end of the period) |
$267 |
$553 |
$964 |
$2,113 |
Class
F (if you redeem your shares at the end of the period) |
$65 |
$242 |
$433 |
$986 |
Institutional
Class (if you redeem your shares at the end of the period) |
$55 |
$210 |
$378 |
$867 |
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Class
C (if you do
not
redeem your shares at the end of the
period) |
$167 |
$553 |
$964 |
$2,113 |
Portfolio Turnover
The Floating Rate Fund pays
transaction costs, such as commissions, when it buys and sells securities (or
“turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the Example, affect the Fund’s performance. During the
most recent fiscal year, the Fund’s portfolio turnover rate was 39% of the average value of its
portfolio.
Principal Investment Strategies of the Floating Rate
Fund
Under
normal market conditions, the Floating Rate Fund invests at least 80% of its net
assets (plus any borrowings for investment purposes) in a diversified portfolio
of senior secured and unsecured floating rate bank loans and other floating rate
instruments. The Fund seeks to provide a high level of current income through
comprehensive fundamental analysis and compounding interest income. The Fund
also seeks to preserve capital by avoiding defaults and minimizing both interest
rate volatility and credit risk.
The
loans and other instruments in which the Floating Rate Fund invests include bank
loans (i.e.,
loan assignments and participations) to corporate borrowers, traditional
corporate bonds, notes, debentures, zero-coupon bonds, collateralized loan
obligations (“CLOs”) and other corporate debt instruments, and obligations of
the U.S. Government and government-sponsored entities. A substantial portion of
the Floating Rate Fund’s net assets may be comprised of covenant lite loans. The
Fund may invest in corporate fixed-income instruments and loans of any maturity
or credit quality. The Fund may invest without limit in loans, bonds or other
debt obligations rated lower than Baa by Moody’s Investors Service, Inc.
(“Moody’s”) or BBB by S&P Global Ratings (“S&P”) (i.e.,
“junk” bonds and loans), and may also invest without limit in Rule 144A and
restricted fixed-income securities; provided, however, that the Floating Rate
Fund may only invest up to 20% of its total assets in fixed-income instruments.
The Fund generally invests in high yield instruments rated Caa or better by
Moody’s or CCC or better by S&P, but retains the discretion to invest in
even lower-rated instruments.
The Floating Rate Fund may
invest up to 20% of its total assets in foreign fixed-income instruments,
including those denominated in U.S. dollars, such as Yankee bonds, or other
currencies, and may also invest up to 20% of its total assets in initial public
offerings (“IPOs”) and other unseasoned companies. Additionally, the Fund may
invest up to 15% of its total assets in convertible bonds, up to 15% of its
total assets in other investment companies, including mutual funds and
exchange-traded funds (“ETFs”), up to 10% of its total assets in preferred
stocks, and up to 10% of its total assets in when-issued securities. The Fund
may also utilize leverage of no more than 33% of the Fund’s total assets as part
of the portfolio management process. Leverage is the practice of borrowing money
to purchase investments, for instance, by borrowing money against a line of
credit. The Fund may also create leverage by borrowing money against a margin
account where the Fund’s portfolio holdings and cash serve as collateral for the
loan. Additionally, the Fund may hold from time to time equity positions
received as a result of a restructuring of a debt instrument held by the Fund.
The Floating Rate Fund may invest up to
100% of its net assets in high-quality, short-term debt securities and money
market instruments for temporary defensive purposes.
Principal Investment Risks
Losing all or a portion of your investment is a risk of
investing in the Floating Rate Fund. The success of the Fund
cannot be guaranteed. There are risks associated with investments in the types
of instruments in which the Fund invests. These risks include:
•General
Market Risk. Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in the Fund’s portfolio may underperform in comparison to
securities in general financial markets, a particular financial market or other
asset classes due to a number of factors, including: inflation (or expectations
for inflation); interest rates; global demand for particular products or
resources; natural disasters or events; pandemic diseases; terrorism; regulatory
events; and government controls. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including the impact of COVID-19 as
a global pandemic, which has resulted in a public health crisis, disruptions to
business operations and supply chains, stress on the global healthcare system,
growth concerns in the U.S. and overseas, staffing shortages and the inability
to meet consumer demand, and widespread concern and uncertainty. The global
recovery from COVID-19 is proceeding at slower than expected rates due to the
emergence of variant strains and may last for an extended period of time.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
•Bank
Loan Risk.
The Floating Rate Fund’s investments in secured and unsecured assignments of (or
participations in) bank loans may create substantial risk. In making investments
in bank loans, which are made by banks or other financial intermediaries to
borrowers, the Fund will depend primarily upon the creditworthiness of the
borrower, whose financial condition may be troubled or highly leveraged, for
payment of principal and interest. When the Fund is a participant in a loan, the
Fund has no direct claim on the loan and would be a creditor of the lender, and
not the borrower, in the event of a borrower’s insolvency or default.
Transactions involving floating rate loans have significantly longer settlement
periods (e.g.,
longer than seven days) than more traditional investments and, as a result, sale
proceeds related to the sale of loans may not be available to make additional
investments or to meet the Fund’s redemption obligations until potentially a
substantial
period
after the sale of the loans. In addition, loans are not registered under the
federal securities laws like stocks and bonds, so investors in loans have less
protection against improper practices than investors in registered securities.
•Covenant
Lite Loan Risk.
Some covenant lite loans tend to have fewer or no financial maintenance
covenants and restrictions. A covenant lite loan typically contains fewer
clauses which allow an investor to proactively enforce financial covenants
or prevent undesired actions by the borrower/issuer. Covenant lite loans also
generally provide fewer investor protections if certain criteria are breached.
The Fund may experience losses or delays in enforcing its rights on its holdings
of covenant lite loans.
•LIBOR
Risk.
The Floating Rate Fund invests in certain debt securities or other financial
instruments that utilize the London Inter-bank Offered Rate, or “LIBOR,” as a
“benchmark” or “reference rate” for variable interest rate calculations. The
United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced a
desire to phase out the use of LIBOR by the end of 2021. On November 30, 2020,
the administrator of LIBOR announced a delay in the phase out of a majority of
the U.S. dollar LIBOR publications until June 30, 2023, with the remainder of
LIBOR publications already phased out at the end of 2021. Although financial
regulators and industry working groups have suggested alternative reference
rates, global consensus is lacking and the process for amending existing
contracts or instruments to transition away from LIBOR remains unclear.
Uncertainty and risk also remain regarding the willingness and ability of
issuers and lenders to include enhanced provisions in new and existing contracts
or instruments. Consequently, the transition away from LIBOR may lead to
increased volatility and illiquidity in markets that are tied to LIBOR,
decreased values of LIBOR-related investments or investments in issuers that
utilize LIBOR, increased difficulty in borrowing or refinancing and diminished
effectiveness of hedging strategies, adversely affecting the Fund’s performance
or net asset value. Uncertainty and volatility arising from the transition may
result in a reduction in the value of certain LIBOR-based instruments held by
the Fund or reduce the effectiveness of related transactions. Any such effects
of the transition away from LIBOR, as well as other unforeseen effects, could
result in losses to the Fund and may adversely affect the Fund’s performance or
net asset value.
•Collateralized
Loan Obligation Risk.
The risks of an investment in a collateralized loan obligation depend largely on
the type of the collateral securities and the class of the debt obligation in
which the Fund invests. Collateralized loan obligations are generally subject to
credit, interest rate, valuation, liquidity, prepayment and extension risks.
These securities also are subject to risk of default on the underlying asset,
particularly during periods of economic downturn. Collateralized loan
obligations carry additional risks including, but not limited to, (i) the
possibility that distributions from collateral securities will not be adequate
to make interest or other payments, (ii) the collateral may decline in value or
default, (iii) the Fund may invest in obligations that are subordinate to other
classes, and (iv) the complex structure of the security may not be fully
understood at the time of investment and produce disputes with the issuer or
unexpected investment results.
•High
Yield Risk.
High yield debt obligations, including bonds and loans, rated below BBB by
S&P or Baa by Moody’s (commonly referred to as “junk bonds”) typically carry
higher coupon rates than investment grade securities, but also are described as
speculative by both S&P and Moody’s and may be subject to greater market
price fluctuations, less liquidity and greater risk of loss of income or
principal including greater possibility of default and bankruptcy of the issuer
of such instruments than more highly rated bonds and loans.
•Counterparty
Risk.
Counterparty risk arises upon entering into borrowing arrangements and is the
risk from the potential inability of counterparties to meet the terms of their
contracts.
•Credit
Risk.
The issuers of the bonds and other debt instruments held by the Floating Rate
Fund may not be able to make interest or principal payments.
•Impairment
of Collateral Risk. The
value of any collateral securing a bond or loan can decline, and may be
insufficient to meet the borrower’s obligations or difficult to liquidate. In
addition, the Floating Rate Fund’s access to collateral may be limited by
bankruptcy or other insolvency laws.
•Interest
Rate Risk. The
Fund’s investments in fixed-income instruments will change in value based on
changes in interest rates. When interest rates decline, the value of a portfolio
invested in fixed-rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a portfolio investment in fixed-rate
obligations can be expected to decline. Although the value of the Fund’s
investments will vary, the Fund invests primarily in floating rate instruments,
which should minimize fluctuations in value as a result of changes in market
interest rates. However, because floating rates on loans and other instruments
only reset periodically, changes in prevailing interest rates can still be
expected to cause some fluctuation in the value of the Fund.
•Investment
Risk. The
Floating Rate Fund is not a complete investment program and you may lose money
by investing in the Fund. The Fund invests primarily in high yield debt
obligations issued by companies that may have significant risks as a result of
business, financial, market or legal uncertainties. There can be no assurance
that the Advisor will correctly evaluate the nature and magnitude of the various
factors that could affect the value of, and return on, the Fund’s investments.
•Leverage
Risk.
Leverage can increase the investment returns of the Floating Rate Fund if the
securities purchased increase in value in an amount exceeding the cost of the
borrowing. However, if the securities decrease in value, the Fund
will suffer a greater loss than would have resulted without the use of leverage.
•Liquidity
Risk.
Low or lack of trading volume may make it difficult to sell instruments held by
the Fund at quoted market prices. The Floating Rate Fund’s investments may at
any time consist of significant amounts of positions that are thinly traded or
for which no market exists. For example, the investments held by the Fund may
not be liquid in all circumstances so that, in volatile markets, the Advisor may
not be able to close out a position without incurring a loss. The foregoing
risks may be accentuated when the Fund is required to liquidate positions to
meet withdrawal requests. Additionally, floating rate loans generally are
subject to legal or contractual restrictions on resale, may trade infrequently,
and their value may be impaired when the Fund needs to liquidate such loans.
High yield bonds and loans generally trade only in the over-the-counter market
rather than on an organized exchange and may be more difficult to purchase or
sell at a fair price, which could have a negative impact on the Fund’s
performance.
•Initial
Public Offering (“IPO”) and Unseasoned Company Risk.
The market value of IPO shares may fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the small number of
shares available for trading and limited information about the issuer.
Additionally, investments in unseasoned companies may involve greater risks, in
part because they have limited product lines, markets and financial or
managerial resources. In addition, less frequently-traded securities may be
subject to more abrupt price movements than securities of larger capitalized
companies.
•Convertible
Bond Risk.
Convertible bonds are hybrid securities that have characteristics of both bonds
and common stocks and are therefore subject to both debt security risks and
equity risk. Convertible bonds are subject to equity risk especially when their
conversion value is greater than the interest and principal value of the bond.
The prices of equity securities may rise or fall because of economic or
political changes and may decline over short or extended periods of
time.
•Foreign
Instruments Risk.
Investments in foreign instruments involve certain risks not associated with
investments in U.S. companies. Foreign instruments in the Floating Rate Fund’s
portfolio subject the Fund to the risks associated with investing in the
particular country, including the political, regulatory, economic, social and
other conditions or events occurring in the country, as well
as
fluctuations in its currency, foreign currency exchange controls, foreign tax
issues and the risks associated with less developed custody and settlement
practices.
•Management
Risk.
The Floating Rate Fund is an actively managed portfolio. The Advisor’s
management practices and investment strategies may not work to produce the
desired results. The success of the Fund is largely dependent upon the ability
of the Advisor to manage the Fund and implement the Fund’s investment program.
If the Fund were to lose the services of the Advisor or its senior officers, the
Fund may be adversely affected. Additionally, if the Fund or any of the other
accounts managed by the Advisor were to incur substantial losses or were subject
to an unusually high level of redemptions or withdrawals, the revenues of the
Advisor may decline substantially. Such losses and/or withdrawals may impair the
Advisor’s ability to retain employees and its ability to provide the same level
of service to the Fund as it has in the past and continue operations.
•Preferred
Stock Risk. Preferred
stocks may be more volatile than fixed-income securities and are more
correlated with the issuer’s underlying common stock than fixed-income
securities. Additionally, the dividend on a preferred stock may be
changed or omitted by the issuer.
•Rule
144A Securities Risk. The
market for Rule 144A securities typically is less active than the market for
publicly-traded securities. Rule 144A securities carry the risk that the
liquidity of these securities may become impaired, making it more difficult for
the Floating Rate Fund to sell these bonds.
•U.S.
Government Obligations Risk.
Certain
U.S. government securities are supported by the full faith and credit of the
United States; others are supported by the right of the issuer to borrow from
the U.S. Treasury; others are supported by the discretionary authority of the
U.S. government to purchase the agency’s obligations; and still others are
supported only by the credit of the issuing agency, instrumentality, or
enterprise. Although U.S. government-sponsored enterprises such as the Federal
Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage
Association (Fannie Mae) may be chartered or sponsored by Congress, they are not
funded by Congressional appropriations, and their securities are not issued by
the U.S. Treasury, are not supported by the full faith and credit of the U.S.
government, and involve increased credit risks.
•When-Issued
Instruments Risk. The
price or yield obtained in a when-issued transaction may be less favorable than
the price or yield available in the market when the instruments’ delivery takes
place. Additionally, failure of a party to a transaction to consummate the trade
may result in a loss to the Floating Rate Fund or missing an opportunity to
obtain a price considered advantageous.
•Yankee
Bond Risk.
Yankee bonds are subject to the same risks as other debt issues, notably credit
risk, market risk, currency and liquidity risk. Other risks include adverse
political and economic developments; the extent and quality of government
regulations of financial markets and institutions; the imposition of foreign
withholding taxes; and the expropriation or nationalization of foreign issuers.
•Zero
Coupon Securities Risk. While interest payments are not made on
such securities, holders of such securities are deemed to have received income
annually, notwithstanding that cash may not be received currently. Some of these
securities may be subject to substantially greater price fluctuations during
periods of changing market interest rates than are comparable securities that
pay interest currently. Longer term zero coupon bonds are more exposed to
interest rate risk than shorter term zero coupon bonds.
Performance
The following
information provides some indication of the risks of investing in the Floating
Rate Fund. The bar chart shows the annual total returns of the
Fund’s Institutional Class from year to year. The table shows how the average
annual returns for the one year, five years and since inception periods for the
Fund’s Institutional Class and Class F compare with those of broad measures of
market performance and a more narrowly based index. As of December 31, 2022, the Fund’s Class A
and C shares did not commence operations. The
Class F shares commenced operations March 1, 2017. The following information
shows the performance for the Institutional Class and Class F shares only. The
performance for the Class A and C shares would differ only to extent that the
Class A and C shares have different expenses than the Institutional Class
shares, such as sales charges. If sales charges were included, the
returns would be lower than those shown in the bar chart.
The Fund’s past performance,
before and after taxes, is not necessarily an indication of how the Fund will
perform in the future. Updated performance
information is available on the Fund’s website at www.shenkmancapital.com/mutual-funds/ or by calling the Fund toll-free at
1‑855-SHENKMAN (1-855-743-6562).
Calendar Year Total Returns as of December 31 –
Institutional Class
During the period of time shown
in the bar chart, the Floating Rate Fund’s highest return for a
calendar quarter was 8.51% (quarter ended June 30, 2020) and the
Fund’s lowest return for a
calendar quarter was -12.13% (quarter ended March 31,
2020).
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Average
Annual Total Returns
(for
the periods ended
December 31, 2022) |
1
Year |
5
Year |
Since
Inception (10/15/2014) |
Institutional
Class |
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Return Before
Taxes |
-0.95% |
2.73% |
3.00% |
Return After Taxes on
Distributions |
-2.92% |
0.89% |
1.15% |
Return After Taxes on Distributions and
Sale of Fund Shares |
-0.58% |
1.30% |
1.47% |
Class
F(1) |
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Return Before
Taxes |
-0.94% |
2.73% |
2.95% |
Morningstar
LSTA US B- Ratings and Above Loan Index(2)
(reflects no deduction for
fees, expenses or taxes) |
0.25% |
3.36% |
3.63% |
Morningstar
LSTA US Leveraged Loan Index(2)
(reflects
no deduction for fees, expenses or taxes) |
-0.61% |
3.31% |
3.60% |
(1)
The Institutional Class
incepted on October 15,
2014, and Class F incepted on
March 1, 2017. Class F
performance for the period from October 15, 2014 to March 1, 2017 reflects the
performance of the Institutional Class, adjusted to reflect Class F fees and
expenses.
(2) On June 1, 2022, Morningstar,
Inc. completed its acquisition of Leverage Commentary & Data from S&P
Global. As a result of this acquisition, the S&P/LSTA Leveraged Loan Index
has been renamed the Morningstar LSTA US Leveraged
Loan Index. Similarly, the S&P/LSTA B-
& Above Leveraged Loan Index has been renamed the Morningstar LSTA US B-
Ratings and Above Loan Index.
The after-tax returns were
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown, and
after-tax returns are not relevant to investors who hold shares of the Fund
through tax-deferred arrangements, such as 401(k) plans or an individual
retirement account (“IRA”). The Return After Taxes on
Distributions and Sale of Fund Shares is higher than other return figures when a
capital loss occurs upon the redemption of Fund shares and provides an assumed
tax deduction that benefits the investor.
Management
Investment
Advisor. Shenkman
Capital Management, Inc. is the Floating Rate Fund’s investment advisor.
Portfolio
Managers.
Mark R. Shenkman, Justin W. Slatky, David H. Lerner, Jeffrey Gallo, Jordan
Barrow, Brian C. Goldberg and Eileen Spiro are the co-portfolio managers
primarily responsible for the day-to-day management of the Floating Rate Fund.
Mr. Shenkman is President and Founder of the Advisor and has managed the Fund
since its inception in October 2014. Mr. Slatky is Executive Vice President,
Chief Investment Officer and Senior Portfolio Manager of the Advisor and has
managed the Fund since July 2016. Mr. Lerner is Senior Vice President and Head
of Structured Credit of the Advisor and has managed the Fund since its
inception. Mr. Gallo is Senior Vice President, Co-Head of Liquid Credit and
Portfolio Manager of the Advisor and has managed the Fund since September 2015.
Mr. Barrow is Senior Vice President, Co-Head of Liquid Credit and Portfolio
Manager of the Advisor and has managed the Fund since July 2022. Mr. Goldberg is
Senior Vice President, Head of Bank Loan & CLO Capital Markets and Portfolio
Manager of the Advisor and has managed the Fund since September 2018. Ms. Spiro
is Senior Vice President and Associate Portfolio Manager of the Advisor and has
managed the Fund since July 2022.
Purchase
and Sale of Fund Shares
You
may purchase, exchange or redeem Floating Rate Fund shares on any business day
by written request via mail (Shenkman Capital Floating Rate High Income Fund,
c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin
53201-0701), by telephone at 1‑855-SHENKMAN (1-855-743-6562), or through a
financial intermediary. You may also purchase or redeem Fund shares by wire
transfer. Investors who wish to purchase, exchange or redeem Fund shares through
a financial intermediary should contact the financial intermediary directly. The
minimum initial and subsequent investment amounts are shown
below.
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Type
of Account |
To
Open Your Account |
To
Add to Your Account |
Class
A, Class C and Class F |
| |
Regular
Accounts |
$1,000 |
$100 |
Retirement
Accounts |
$1,000 |
$100 |
Class
F Only |
| |
Merrill
Lynch Private Bank Customers |
$250 |
None |
Institutional
Class |
| |
All
Accounts |
$1
million |
$100,000 |
Tax
Information
The
Floating Rate Fund’s distributions are taxable, and will be taxed as ordinary
income or capital gains, unless you invest through a tax-deferred arrangement,
such as a 401(k) plan or an IRA. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Floating Rate Fund through a broker-dealer or other financial
intermediary, the Fund and/or the Advisor may pay the intermediary for the sale
of Fund shares and related services. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your
salesperson to recommend the Fund over another investment. Ask your salesperson
or visit your financial intermediary’s website for more information.
SUMMARY
SECTION
Shenkman Capital Short Duration High Income
Fund (the “Short Duration Fund” or “Fund”)
Investment Objective
The Short Duration Fund seeks
to generate a high level of current income.
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 Short
Duration Fund. You may pay other fees, such as brokerage commissions and other
fees to financial intermediaries, which are not reflected in the tables and
examples below. You may qualify for sales charge discounts
if you and your family invest, or agree to invest in the future, at least
$100,000 in the Fund’s Class A shares.
Certain financial intermediaries also may offer variations in Fund sales charges
to their customers as described in Appendix A to the Prospectus. More
information about these and other discounts is available from your financial
professional and in the “Your Account with a Fund” section on page 32 of the
Fund’s Prospectus, the “Class A Shares Sales Charge Reductions and Waivers”
section beginning on page 34 of the Fund’s Prospectus, Appendix A to the
Prospectus and the “Breakpoints/Volume Discounts and Sales Charge Waivers”
section on page 47 of the Fund’s Statement of Additional Information (“SAI”). In
addition to the fees and expenses described below, you may also be required to
pay brokerage commissions on your purchases and sales of Institutional Class
shares of the Fund by certain financial intermediaries.
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SHAREHOLDER
FEES
(fees paid directly from your investment) |
Class
A |
Class
C |
Class
F |
Institutional Class |
Maximum
Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price) |
3.00% |
None |
None |
None |
Maximum
Deferred Sales Charge (Load) (as a percentage of original purchase price
or redemption price, whichever is less) |
None |
1.00% |
None |
None |
Redemption
Fee (as a percentage of amount redeemed on shares held for 30 days or
less) |
1.00% |
1.00% |
1.00% |
1.00% |
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ANNUAL
FUND OPERATING EXPENSES
(expenses
that you pay each year as a percentage of the value of your
investment) |
Management
Fees |
0.55% |
0.55% |
0.55% |
0.55% |
Distribution
and Service (Rule 12b-1) Fees |
0.25% |
1.00% |
None |
None |
Other
Expenses (includes Shareholder Servicing Plan Fee) |
0.21% |
0.21% |
0.21% |
0.11% |
Shareholder
Servicing Plan Fee |
0.10% |
0.10% |
0.10% |
None |
Total
Annual Fund Operating Expenses(1) |
1.01% |
1.76% |
0.76% |
0.66% |
Less:
Fee Waiver(2) |
-0.01% |
-0.01% |
-0.01% |
-0.01% |
Total
Annual Fund Operating Expenses After Fee Waiver |
1.00% |
1.75% |
0.75% |
0.65% |
(1)Total Annual Fund
Operating Expenses reflect the maximum Rule 12b-1 fee and/or Shareholder
Servicing Plan fee allowed while the Expense Ratios in the Financial Highlights
reflect actual expenses.
(2)Shenkman Capital Management,
Inc. (the “Advisor”) has contractually agreed to waive a portion or all of its
management fees and pay Short Duration Fund expenses in order to limit Total
Annual Fund Operating Expenses (excluding AFFE, taxes, interest expense,
dividends on securities sold short, extraordinary expenses, Rule 12b-1 fees,
shareholder servicing fees, and any other class-specific expenses) to 0.65% of
average daily net assets of the Fund (the “Expense Cap”). The Expense Cap will
remain in effect through at least January 27,
2024, and may be terminated only by the Trust’s Board of
Trustees
(the “Board”). The Advisor may request recoupment of previously waived fees and
paid expenses from the Fund for 36 months from the date they were waived or
paid, subject to the Expense Cap.
Example
This Example is
intended to help you compare the cost of investing in the Short Duration 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 Cap only in the first year).
You may be required to pay brokerage commissions on your purchases and sales of
Institutional Class shares of the Fund, which are not reflected in this Example.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:
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| |
|
1
Year |
3
Years |
5
Years |
10
Years |
Class
A (if you redeem your shares at the
end of the period) |
$399 |
$611 |
$840 |
$1,498 |
Class
C (if you redeem your shares at the end of the period) |
$278 |
$553 |
$953 |
$2,072 |
Class
F (if you redeem your shares at the end of the period) |
$77 |
$242 |
$421 |
$941 |
Institutional
Class (if you redeem your shares at the end of the period) |
$66 |
$210 |
$367 |
$822 |
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| |
Class
C (if you do
not
redeem your shares at the end of the
period) |
$178 |
$553 |
$953 |
$2,072 |
Portfolio Turnover
The Short Duration Fund pays
transaction costs when it buys and sells securities (or “turns over” its
portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the Example, affect the Fund’s performance. During the most recent fiscal
year, the Fund’s portfolio turnover rate was 50% of the average value of its
portfolio.
Principal Investment Strategies of the Short Duration
Fund
Under
normal market conditions, the Short Duration Fund will invest at least 80% of
its net assets (plus any borrowings for investment purposes) in fixed-income
securities, bank loans and other instruments issued by companies that are rated
below investment grade (i.e.,
“junk” bonds and loans). The Fund considers below investment grade instruments
to include instruments with ratings lower than BBB- by S&P Global Ratings
(“S&P”) or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), or that are
not rated or considered by the Advisor to be equivalent to high yield
instruments. The Fund generally invests in high yield instruments rated CCC or
better by S&P or Caa or better by Moody’s, but retains the discretion to
invest in even lower rated instruments.
The
fixed-income securities, bank loans and other instruments in which the Short
Duration Fund invests include traditional corporate bonds, U.S. government
obligations and bank loans to corporate borrowers, and may have fixed, floating
or variable rates. The Fund typically focuses on instruments that have short
durations (i.e.,
have an expected redemption through maturity, call or other corporate action
within three years or less from the time of purchase). The Fund will seek to
maintain a dollar-weighted average portfolio duration of approximately three
years or less. Duration is a measure of a debt instrument’s price sensitivity to
yield. Higher duration indicates debt instruments that are more sensitive to
interest rate changes. Bonds with shorter duration are typically less sensitive
to interest rate changes. Duration takes into account a debt instrument’s cash
flows over time, including the possibility that a debt instrument
might
be prepaid by the issuer or redeemed by the holder prior to its stated maturity
date. In contrast, maturity measures only the time until final payment is
due.
The
Short Duration Fund may invest up to 20% of its total assets in foreign
fixed-income instruments, including those denominated in U.S. dollars, such as
Yankee bonds, or other currencies, and may also invest without limit in
Rule 144A fixed-income securities. Additionally, the Fund may invest up to
15% of its total assets in convertible bonds, and up to 10% of its total assets
in preferred stocks. The Fund may also utilize leverage of no more than 33% of
the Fund’s total assets as part of the portfolio management process. Leverage is
the practice of borrowing money to purchase investments, for instance, by
borrowing money against a line of credit. The Fund may also create leverage by
borrowing money against a margin account where the Fund’s portfolio holdings and
cash serve as collateral for the loan. Additionally, the Fund may hold from time
to time equity positions received as a result of a restructuring of a debt
instrument held by the Fund.
The Short Duration Fund may invest up to
100% of its net assets in high-quality, short-term debt securities and money
market instruments for temporary defensive purposes.
Principal Investment Risks
Losing all or a portion of your investment is a risk of
investing in the Short Duration Fund. The success of the Fund
cannot be guaranteed. There are risks associated with investments in the types
of instruments in which the Fund invests. These risks include:
•General
Market Risk. Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in the Fund’s portfolio may underperform in comparison to
securities in general financial markets, a particular financial market or other
asset classes due to a number of factors, including: inflation (or expectations
for inflation); interest rates; global demand for particular products or
resources; natural disasters or events; pandemic diseases; terrorism; regulatory
events; and government controls. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including the impact of COVID-19 as
a global pandemic, which has resulted in a public health crisis, disruptions to
business operations and supply chains, stress on the global healthcare system,
growth concerns in the U.S. and overseas, staffing shortages and the inability
to meet consumer demand, and widespread concern and uncertainty. The global
recovery from COVID-19 is proceeding at slower than expected rates due to the
emergence of variant strains and may last for an extended period of time.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
•High
Yield Risk.
High yield debt obligations, including bonds and loans, rated below BBB by
S&P or Baa by Moody’s (commonly referred to as “junk bonds”) typically carry
higher coupon rates than investment grade securities, but also are described as
speculative by both S&P and Moody’s and may be subject to greater market
price fluctuations, less liquidity and greater risk of loss of income or
principal including greater possibility of default and bankruptcy of the issuer
of such instruments than more highly rated bonds and loans.
•Bank
Loan Risk.
The Short Duration Fund’s investments in secured and unsecured assignments of
(or participations in) bank loans may create substantial risk. In
making investments in such loans,
which
are made by banks or other financial intermediaries to borrowers the Fund will
depend primarily upon the creditworthiness of the borrower, whose financial
condition may be troubled or highly leveraged for payment of principal and
interest. When the Fund is a participant in a loan, the Fund has no direct claim
on the loan and would be a creditor of the lender, and not the borrower, in the
event of a borrower’s insolvency or default. Transactions involving floating
rate loans have significantly longer settlement periods (e.g.,
longer than seven days) than more traditional investments and, as a result, sale
proceeds related to the sale of loans may not be available to make additional
investments or to meet the Fund’s redemption obligations until potentially a
substantial period after the sale of the loans. In addition, loans are not
registered under the federal securities laws like stocks and bonds, so investors
in loans have less protection against improper practices than investors in
registered securities.
•Counterparty
Risk.
Counterparty risk arises upon entering into borrowing arrangements or derivative
transactions and is the risk from the potential inability of counterparties to
meet the terms of their contracts.
•Credit
Risk.
The issuers of the bonds and other debt securities held by the Short Duration
Fund may not be able to make interest or principal payments.
•Convertible
Bond Risk.
Convertible bonds are hybrid securities that have characteristics of both bonds
and common stocks and are therefore subject to both debt security risks and
equity risk. Convertible bonds are subject to equity risk especially when their
conversion value is greater than the interest and principal value of the bond.
The prices of equity securities may rise or fall because of economic or
political changes and may decline over short or extended periods of time.
•Impairment
of Collateral Risk. The
value of any collateral securing a bond or loan can decline, and may be
insufficient to meet the borrower’s obligations or difficult to liquidate. In
addition, the Short Duration Fund’s access to collateral may be limited by
bankruptcy or other insolvency laws.
•Interest
Rate Risk.
The Fund’s investments in fixed-income instruments will change in value based on
changes in interest rates. When interest rates decline, the value of a portfolio
invested in fixed-rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a portfolio investment in fixed-rate
obligations can be expected to decline. Although the value of the Fund’s
investments will vary, the fluctuations in value of the Fund’s investments in
floating rate instruments should be minimized as a result of changes in market
interest rates. However, because floating rates on loans and other instruments
only reset periodically, changes in prevailing interest rates can still be
expected to cause some fluctuation in the value of the Fund.
•Investment
Risk. The
Short Duration Fund is not a complete investment program and you may lose money
by investing in the Fund. The Fund invests primarily in high yield debt
obligations issued by companies that may have significant risks as a result of
business, financial, market or legal uncertainties. There can be no assurance
that the Advisor will correctly evaluate the nature and magnitude of the various
factors that could affect the value of, and return on, the Fund’s investments.
•Liquidity
Risk.
Low or lack of trading volume may make it difficult to sell instruments held by
the Fund at quoted market prices. The Short Duration Fund’s investments may at
any time consist of significant amounts of positions that are thinly traded or
for which no market exists. For example, the investments held by the Fund may
not be liquid in all circumstances so that, in volatile markets, the Advisor may
not be able to close out a position without incurring a loss. The foregoing
risks may be accentuated when the Fund is required to liquidate positions to
meet withdrawal requests. Additionally, floating rate loans generally are
subject to legal or contractual restrictions on resale, may trade infrequently,
and their value may be impaired when the Fund needs to liquidate such loans.
High yield bonds and loans generally trade only in the over-the-counter market
rather than on an organized exchange and may be more difficult to purchase or
sell at a fair price, which could have a negative impact on the Fund’s
performance.
•Leverage
Risk.
Leverage can increase the investment returns of the Short Duration Fund if the
securities purchased increase in value in an amount exceeding the cost of the
borrowing. However, if the securities decrease in value, the Fund
will suffer a greater loss than would have resulted without the use of leverage.
•Initial
Public Offering (“IPO”) and Unseasoned Company Risk.
The market value of IPO shares may fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the small number of
shares available for trading and limited information about the issuer.
Additionally, investments in unseasoned companies may involve greater risks, in
part because they have limited product lines, markets and financial or
managerial resources. In addition, less frequently-traded securities may be
subject to more abrupt price movements than securities of larger capitalized
companies.
•Foreign
Instruments Risk.
Investments in foreign instruments involve certain risks not associated with
investments in U.S. companies. Foreign instruments in the Short Duration Fund’s
portfolio subject the Fund to the risks associated with investing in the
particular country, including the political, regulatory, economic, social and
other conditions or events occurring in the country, as well as fluctuations in
its currency, foreign currency exchange controls, foreign tax issues and the
risks associated with less developed custody and settlement practices.
•Management
Risk.
The Short Duration Fund is an actively managed portfolio. The Advisor’s
management practices and investment strategies might not work to produce the
desired results. The success of the Fund is largely dependent upon the ability
of the Advisor to manage the Fund and implement the Fund’s investment program.
If the Fund were to lose the services of the Advisor or its senior officers, the
Fund may be adversely affected. Additionally, if the Fund or any of the other
accounts managed by the Advisor were to incur substantial losses or were subject
to an unusually high level of redemptions or withdrawals, the revenues of the
Advisor may decline substantially. Such losses and/or withdrawals may impair the
Advisor’s ability to retain employees and its ability to provide the same level
of service to the Fund as it has in the past and continue operations.
•Preferred
Stock Risk. Preferred
stocks may be more volatile than fixed-income securities and are more
correlated with the issuer’s underlying common stock than fixed-income
securities. Additionally, the dividend on a preferred stock may be
changed or omitted by the issuer.
•Rule
144A Securities Risk.
The market for Rule 144A securities typically is less active than the market for
publicly-traded securities. Rule 144A securities carry the risk that the
liquidity of these securities may become impaired, making it more difficult for
the Short Duration Fund to sell these bonds.
•When-Issued
Instruments Risk. The
price or yield obtained in a when-issued transaction may be less favorable than
the price or yield available in the market when the instruments’ delivery takes
place. Additionally, failure of a party to a transaction to consummate the trade
may result in a loss to the Floating Rate Fund or missing an opportunity to
obtain a price considered advantageous.
•Yankee
Bond Risk.
Yankee bonds are subject to the same risks as other debt issues, notably credit
risk, market risk, currency and liquidity risk. Other risks include adverse
political and economic developments; the extent and quality of government
regulations of financial markets and institutions; the imposition of foreign
withholding taxes; and the expropriation or nationalization of foreign issuers.
•U.S.
Government Obligations Risk.
Certain
U.S. government securities are supported by the full faith and credit of the
United States; others are supported by the right of the issuer to borrow from
the U.S. Treasury; others are supported by the discretionary authority of the
U.S. government to purchase the agency’s obligations; and still others are
supported only by the credit of the issuing agency, instrumentality, or
enterprise. Although U.S. government-sponsored enterprises such as the Federal
Home Loan Mortgage Corporation (Freddie
Mac) and the Federal National Mortgage Association (Fannie Mae) may be chartered
or sponsored by Congress, they are not funded by Congressional appropriations,
and their securities are not issued by the U.S. Treasury, are not supported by
the full faith and credit of the U.S. government, and involve increased credit
risks.
Performance
The following
information provides some indication of the risks of investing in the Short
Duration Fund. The bar chart shows the annual total returns of
the Fund’s Institutional Class shares from year to year and does not reflect the
sales charges applicable to Class A and Class C. If sales charges were included, the
returns would be lower than those shown in the bar chart. The
table shows how the Fund’s Institutional Class, Class A (reflecting the sales
charges), Class C (reflecting the sales charges) and Class F average annual
returns for one year, five years, ten years and since inception compare with
those of broad measures of market performance. The Fund’s past performance,
before and after taxes, is not necessarily an indication of how the Fund will
perform in the future. Updated performance information is
available on the Fund’s website at www.shenkmancapital.com/mutual-funds/ or by calling the Fund toll-free at
1‑855-SHENKMAN (1-855-743-6562).
Calendar Year Total Returns as of December 31 –
Institutional Class
During the period of time shown
in the bar chart, the Short Duration Fund’s highest return for a
calendar quarter was 4.27% (quarter ended June 30, 2020) and the
Fund’s lowest return for a
calendar quarter was -5.15% (quarter ended March 31,
2020).
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Average
Annual Total Returns
(for
the periods ended
December 31, 2022) |
1
Year |
5
Year |
10
Year |
Since
Inception (10/31/2012) |
Institutional
Class |
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Return Before
Taxes |
-2.52% |
2.37% |
2.80% |
2.86% |
Return After Taxes on
Distributions |
-4.02% |
0.92% |
1.34% |
1.41% |
Return After Taxes on Distributions and
Sale of Fund Shares |
-1.50% |
1.20% |
1.50% |
1.55% |
Class
A |
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Return Before
Taxes |
-5.61% |
1.44% |
2.17% |
2.23% |
Class
C(1) |
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Return Before
Taxes |
-4.37% |
1.31% |
1.72% |
1.78% |
Class
F(2) |
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Return Before
Taxes |
-2.60% |
2.29% |
2.70% |
2.76% |
ICE
BofA 0-3 Year U.S. Treasury Index (G1QA)(3)
(reflects no deduction for
fees, expenses or taxes)
|
-2.27% |
0.94% |
0.72% |
0.72% |
ICE
BofA 0-2 Year Duration BB-B U.S. High Yield Constrained Index
(H42C)(3) (reflects
no deduction for fees, expenses or taxes) |
-1.69% |
2.39% |
3.19% |
3.26% |
(1) The Institutional Class
incepted on October 31,
2012, and Class
C incepted on January 28, 2014. Class
C performance for the period from October 31, 2012 to January 28, 2014, reflects
the performance of the Institutional Class, adjusted to reflect Class C
fees and expenses.
(2)
The Institutional Class
incepted on October 31, 2012, and Class F incepted on May 17, 2013. Class F
performance for the period from October 31, 2012 to May 17, 2013, reflects the
performance of the Institutional Class, adjusted to reflect Class F fees and
expenses.
(3)
Please note in previous
years, the Fund utilized the same benchmarks “without transaction costs”. Going
forward, the Fund will compare its returns to the indices “with transaction
costs”. Index returns include transaction costs, which may be higher or lower
than the actual transaction costs incurred by the Fund.
The after-tax returns were
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown, and
after-tax returns are not relevant to investors who hold shares of the Fund
through tax-deferred arrangements, such as 401(k) plans or an individual
retirement account (“IRA”). The after-tax returns are
shown only for the Institutional Class; after-tax returns for Class A, Class C
and Class F will vary to the extent each class has different
expenses. The Return After Taxes on
Distributions and Sale of Fund Shares is higher than other return figures when a
capital loss occurs upon the redemption of Fund shares and provides an assumed
tax deduction that benefits the investor.
Management
Investment
Advisor. Shenkman
Capital Management, Inc. is the Fund’s investment advisor.
Portfolio
Managers.
Mark R. Shenkman, Justin W. Slatky, Jordan Barrow, Jeffrey Gallo, Nicholas
Sarchese and Neil Wechsler are the co-portfolio managers primarily responsible
for the day-to-day management of the Short Duration Fund. Mr. Shenkman is
President and Founder of the Advisor and has managed the Fund since its
inception in October 2012. Mr. Slatky is Executive Vice President, Chief
Investment Officer and Senior Portfolio Manager of the Advisor and has managed
the Fund since July 2016. Mr. Barrow is Senior Vice President, Co-Head of Liquid
Credit and Portfolio Manager of the Advisor and has managed the Fund since
December 2016. Mr. Gallo is Senior Vice President, Co-Head
of
Liquid Credit and Portfolio Manager of the Advisor and has managed the Fund
since July 2022. Mr. Sarchese is Senior Vice President and Portfolio Manager of
the Advisor and has managed the Fund since its inception. Mr. Wechsler is
Senior Vice President, Credit Analyst and Portfolio Manager and has managed the
Fund since July 2019.
Purchase
and Sale of Fund Shares
You
may purchase, redeem, or exchange Short Duration Fund shares on any business day
by written request via mail (Shenkman Capital Short Duration High Income Fund,
c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin
53201-0701), by telephone at 1‑855-SHENKMAN (1-855-743-6562), or through a
financial intermediary. You may also purchase or redeem Fund shares by wire
transfer. Investors who wish to purchase, redeem or exchange Fund shares through
a financial intermediary should contact the financial intermediary directly.
The
minimum initial and subsequent investment amounts are shown below.
|
|
|
|
|
|
|
| |
Type
of Account |
To
Open Your Account |
To
Add to Your Account |
Class
A, Class C and Class F |
| |
Regular
Accounts |
$1,000 |
$100 |
Retirement
Accounts |
$1,000 |
$100 |
Class
F Only |
| |
Merrill
Lynch Private Bank Customers |
$250 |
None |
Institutional
Class |
| |
All
Accounts |
$1
million |
$100,000 |
Tax
Information
The
Short Duration Fund’s distributions are taxable, and will be taxed as ordinary
income or capital gains, unless you invest through a tax-deferred arrangement,
such as a 401(k) plan or an IRA. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Short Duration Fund through a broker-dealer or other financial
intermediary, the Fund and/or the Advisor may pay the intermediary for the sale
of Fund shares and related services. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your
salesperson to recommend the Fund over another investment. Ask your salesperson
or visit your financial intermediary’s website for more information.
PRINCIPAL
INVESTMENT STRATEGIES AND RELATED RISKS
Floating
Rate Fund
Under
normal market conditions, the Floating Rate Fund invests at least 80% of its net
assets (plus any borrowings for investment purposes) in a diversified portfolio
of senior secured and unsecured floating rate bank loans and other floating rate
instruments. This 80% investment policy may be changed upon at least 60 days’
prior written notice to shareholders. The Fund seeks to provide a high level of
current income through comprehensive fundamental analysis and compounding
interest income and to preserve capital by avoiding defaults and minimizing both
interest rate volatility and credit risk.
The
loans and other instruments in which the Floating Rate Fund invests include bank
loans (i.e.,
loan assignments and participations) to corporate borrowers, traditional
corporate bonds, notes, debentures, zero-coupon bonds, CLOs and other corporate
debt securities, and obligations of the U.S. Government and government-sponsored
entities. A substantial portion of the Floating Rate Fund’s net assets may be
comprised of covenant lite loans. The Fund may invest in corporate fixed-income
securities and loans of any maturity or credit quality. The Fund may invest
without limit in loans, bonds or other debt obligations rated lower than Baa by
Moody’s or BBB by S&P (i.e.,
“junk” bonds and loans), and may also invest without limit in Rule 144A and
restricted fixed-income securities. The Fund generally invests in high yield
instruments rated Caa or better by Moody’s or CCC or better by S&P, but
retains the discretion to invest in even lower-rated instruments.
The
Floating Rate Fund may invest up to 20% of its total assets in foreign
fixed-income instruments, including those denominated in U.S. dollars, such as
Yankee bonds, or other currencies, and may also invest up to 20% of its total
assets in IPOs and other unseasoned companies. Additionally, the Fund may invest
up to 15% of its total assets in convertible bonds, up to 15% of its total
assets in other investment companies, including mutual funds and ETFs, up to 10%
of its total assets in preferred stocks, and up to 10% of its total assets in
when-issued securities. The Floating Rate Fund may also utilize leverage of no
more than 33% of the Fund’s total assets as part of the portfolio management
process. Leverage is the practice of borrowing money to purchase investments,
for instance, by borrowing money against a line of credit. The Fund may also
create leverage by borrowing money against a margin account where the Fund’s
portfolio holdings and cash serve as collateral for the loan. The Fund may also
hold equity positions, particularly equity positions received as a result of a
restructuring of a debt instrument held by the Fund.
Short
Duration Fund
Under
normal market conditions, the Short Duration Fund will invest at least 80% of
its net assets (plus any borrowings for investment purposes) in fixed-income
securities, bank loans and other instruments issued by companies that are rated
below investment grade (i.e.,
“junk” bonds and loans). This 80% investment policy may be changed upon at least
60 days’ prior written notice to shareholders. The Fund considers below
investment grade instruments to include instruments with ratings lower than BBB-
by S&P or Baa3 by Moody’s, or that are not rated or considered by the
Advisor to be equivalent to high yield instruments. The Fund generally invests
in high yield instruments rated CCC or better by S&P or Caa or better by
Moody’s but retains the discretion to invest in even lower rated
instruments.
The
fixed-income securities, loans and other instruments in which the Short Duration
Fund expects to invest include traditional corporate bonds, U.S. Government
obligations and bank loans to corporate borrowers, and may have fixed, floating
or variable rates. The Fund typically focuses on instruments that have short
durations (i.e.,
have an expected redemption through maturity, call or other corporate action
within three years or less from the time of purchase). The Fund will seek to
maintain a dollar-weighted average portfolio duration of approximately three
years or less. The Fund may invest up to 20% of its total assets in foreign
fixed-income instruments, including those denominated in U.S. dollars, such as
Yankee bonds, or other currencies, and may also invest without limit in Rule
144A fixed-income securities. Additionally, the Fund may invest up to 15% of its
total assets in convertible bonds, and up to 10% of its total assets in
preferred stocks. The Fund may also utilize leverage of no more than 33% of the
Fund’s total assets as part of the portfolio management process. Leverage is the
practice of borrowing money to purchase investments, for instance, by borrowing
money against a line of credit. The Fund may also create leverage by borrowing
money against a margin account where the Fund’s portfolio holdings and cash
serve as collateral for the loan. Additionally, the Fund may hold
from
time to time hold equity positions particularly equity positions received as a
result of a restructuring of a debt instrument held by the Fund.
Duration
is a measure of a debt instrument’s price sensitivity to yield. Higher duration
indicates debt instruments that are more sensitive to interest rate changes.
Bonds with shorter duration are typically less sensitive to interest rate
changes. For example, if a bond has a duration of 5 years, a 1% rise in interest
rates would result in a 5% decline in value. If a bond has a duration of 10
years, a 1% rise in interest rates would result in a 10% decline in value.
Duration takes into account a debt instrument’s cash flows over time including
the possibility that a debt instrument might be prepaid by the issuer or
redeemed by the holder prior to its stated maturity date. In contrast, maturity
measures only the time until final payment is due. The following are examples of
the relationship between a bond’s maturity and its duration. A 5% coupon bond
having a ten-year maturity will have a duration of approximately 7.8 years.
Similarly, a 5% coupon bond having a three-year maturity will have a duration of
approximately 2.8 years.
Principal
Investment Strategies Applicable to Both Funds
In
selecting each Fund’s investments, the Advisor will employ a multi-faceted,
“bottom up” investment approach that utilizes certain proprietary analytical
tools. These tools include: (1) Quadrant Analysis, and (2) C.Scope®.
The Advisor believes these tools are integral in assessing the potential risk of
each investment. These tools also assist the Advisor in identifying companies
that it believes are likely to have the ability to meet their interest and
principal payments on their debt instruments.
The
Advisor’s “Quadrant Analysis” is predicated on its belief that the high yield
market is comprised of four distinct sectors (or “Quadrants”), each of which
represents the degree of credit risk associated with an investment. The Advisor
generally assigns a “Quadrant” to each investment based upon the amount of debt
the company has outstanding and its ability to generate cash flow. The Advisor
allocates investments among the four Quadrants based upon its outlook for risk
in the economy and the high yield market. The C.Scope®
tool is a numerical scoring system that ranks a proposed investment based on
certain criteria, including the company’s financial condition, management and
industry ranking. Investments made by the Advisor with respect to a Fund are
categorized into a Quadrant and assigned a C.Scope®
score.
The
Advisor’s investment philosophy is predicated on the following
principles:
•Drive
performance through a combination of compounding interest income and maintaining
a low default rate.
•Protect
capital by minimizing losses when credit fundamentals deteriorate.
•Base
investment decisions on in-depth, bottom-up fundamental credit
analysis.
•Diversify
portfolios by issuer and industry.
•Meet
or communicate directly with the issuer’s senior management.
•Monitor
credits on a systematic basis.
•Deliberate
credit issues among the investment team.
•Avoid
or de-emphasize industries with historically high default rates.
•Avoid
or de-emphasize small, illiquid issues.
The
Advisor believes that good investment ideas are the result of the careful
collection and synthesis of information about each issuer and a disciplined
investment process. Investment candidates are analyzed in depth at a variety of
risk levels. Investments are not made on the basis of one single factor. Rather,
investments are made based on the careful consideration of a variety of factors,
including:
•Analyses
of business risks (including leverage and technology risk) and macro risks
(including interest rate trends, capital market conditions and default
rates)
•Assessment
of the industry’s attractiveness and competitiveness
•Evaluation
of the business, including core strengths and competitive
weaknesses
•Qualitative
evaluation of the management team, including in-person meetings or conference
calls with key managers
•Quantitative
analyses of the company’s financial statements
The
Advisor’s longstanding investment philosophy integrates environmental, social
and governance (“ESG”) factors into its overall credit research process. As part
of its investment process, the Advisor seeks to consider all meaningful risks or
opportunities that may have an impact on a company’s future prospects, operating
performance or valuation, including those related to ESG. Such risks and
opportunities include the company’s ability to (i) effectively manage any
potential environmental issues; (ii) operate with the highest levels of
integrity and social responsibility, and (iii) exhibit good governance
practices. Management engagement and capital markets dialogue are critical
to the Advisor’s assessment. ESG factors are not stand-alone
considerations in the Advisor’s investment process, but are instead woven into
the process in the following ways:
•The
Advisor’s proprietary management checklist is designed to evaluate governance
and management integrity;
•The
Advisor’s proprietary risk assessment checklist seeks to quantify both
quantitative and qualitative risk factors;
•Key
risk factors quantified by the Advisor’s analysts often include important ESG
variables;
•The
Advisor’s proprietary financial models seek to quantify the impact of many ESG
risk factors;
•The
Advisor’s proprietary C. Scope® score aims to assess all risk factors, including
those related to ESG, that can impact credit quality; and
•The
Advisor’s ESG checklist seeks to aggregate the various ESG factors in a single
assessment.
If
the Advisor believes one or more risk factors exist that may affect the
investment thesis of a particular company, that company may be excluded from the
Investment Manager’s list of approved issuers (i.e., generally would not be
available for consideration for investment in a Fund). From time to time, if the
Investment Manager believes an ESG factor or factors affect the investment
thesis of a particular industry, the Investment Manager might exclude those
companies in that industry from investment. These principles could preclude
investments in companies: (i) in carbon intensive industries facing high
compliance costs or environmental litigation; (ii) with increased
regulatory, litigation or reputational risks; (iii) that lack appropriate
financial reporting or investor communications; or (iv) with management
that lacks integrity.
On
a daily basis, the Advisor generally reviews each investment for unexpected
changes such as with regards to its financial performance, news headlines, and
potential downgrades, and monitors portfolio metrics such as price changes,
industry and issuer exposures, using a variety of internally and externally
developed systems. There are four red flags that require the Advisor to review
an investment and may lead to an outright sale. The four red flags are: (i)
Credit Drift, which is measured by specified declines in the Advisor’s
proprietary C.Scope®
score; (ii) Quadrant Drift, which occurs when a company is re-categorized into a
lower proprietary Quadrant; (iii) Current Price Drift, which is measured by
specified declines in the market price of a company’s bond and/or the issue has
widened from its initial issue spread; and (iv) Management Drift, which occurs
when the Advisor believes that the company’s management deviates from its stated
strategic direction or fails to make good on its promises.
Temporary
Defensive Investment Strategies
For
temporary defensive purposes in response to adverse market, economic, political
or other conditions, the Advisor may invest up to 100% of a Fund’s total assets
in high-quality, short-term debt securities and money market
instruments. These short-term debt securities and money market instruments
include shares of other mutual funds, commercial paper, certificates of deposit,
bankers’ acceptances, U.S. Government securities and repurchase
agreements. Taking a temporary defensive position may result in a Fund not
achieving its investment objective. Furthermore, 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 would bear its pro rata portion of
such money market funds’ management fees and operational expenses.
Principal
Risks of Investing in a Fund
Each
Fund’s investment objective described in the respective Summary Sections is
non-fundamental and may be changed without shareholder approval upon 60 days’
written notice to shareholders. There is no assurance that a Fund’s investment
objective will be achieved. Because prices of securities fluctuate, the value of
an investment in a Fund will vary as the market value of its investment
portfolio changes. The Funds, together or separately, are not a complete,
balanced investment plan, and the risk exists that you could lose all or a
portion of your investment in the Funds. A detailed description of the related
risks of investing in a Fund that may adversely affect a Fund’s net asset value
(“NAV”) or total return is discussed below.
General
Market Risk. Economies
and financial markets throughout the world are becoming increasingly
interconnected, which increases the likelihood that events or conditions in one
country or region will adversely impact markets or issuers in other countries or
regions. Securities in a Fund’s portfolio may underperform in comparison to
securities in general financial markets, a particular financial market or other
asset classes due to a number of factors, including: inflation (or expectations
for inflation); interest rates; global demand for particular products or
resources; natural disasters or events; pandemic diseases; terrorism; regulatory
events; and government controls. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including the impact of COVID-19 as
a global pandemic, which has resulted in a public health crisis, disruptions to
business operations and supply chains, stress on the global healthcare system,
growth concerns in the U.S. and overseas, staffing shortages and the inability
to meet consumer demand, and widespread concern and uncertainty. The global
recovery from COVID-19 is proceeding at slower than expected rates due to the
emergence of variant strains and may last for an extended period of time.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
High
Yield Risk. Bonds
and loans rated below BBB by S&P or Baa by Moody’s (commonly referred to as
“junk bonds or loans”) typically carry higher coupon rates than investment grade
bonds, but also are described as speculative by both S&P and Moody’s and may
be subject to greater market price fluctuations, less liquidity and greater risk
of income or principal including greater possibility of default and bankruptcy
of the issuer of such instruments than more highly rated bonds and loans.
Lower-rated bonds and loans also are more likely to be sensitive to adverse
economic or company developments and more subject to price fluctuations in
response to changes in interest rates. The market for lower-rated debt issues
generally is thinner and less active than that for higher quality instruments,
which may limit a Fund’s ability to sell such instruments at fair value in
response to changes in the economy or financial markets. During periods of
economic downturn or rising interest rates, highly leveraged issuers of
lower-rated instruments may experience financial stress which could adversely
affect their ability to make payments of interest and principal and increase the
possibility of default.
Bank
Loan Risk.
A Fund’s investments in assignments of secured and unsecured bank loans may
create substantial risk. In making investments in such loans, which
are made by banks or other financial intermediaries to borrowers, a Fund will
depend primarily upon the creditworthiness of the borrower, whose financial
condition may be troubled or highly leveraged, for payment of principal and
interest. If a Fund does not receive scheduled interest or principal
payments on such indebtedness, such Fund’s share price could be adversely
affected. A Fund may invest in loans that are rated by a nationally
recognized statistical rating organization or are unrated, and may invest in
loans of any credit quality, including “distressed” companies with respect to
which there is a substantial risk of losing the entire amount
invested. In addition, certain bank loans in which a Fund may invest
may be illiquid and, therefore, difficult to value and/or sell at a price that
is beneficial to the Fund. A Fund, as a participant in a loan, has no direct
claim on the loan and would be a creditor of the lender, and not the borrower,
in the event of a borrower’s insolvency or default. Transactions in many loans
settle on a delayed basis, and a Fund may not receive the proceeds from the sale
of a loan for a substantial period after the sale (i.e., more than seven days
after the sale). As a result, sale proceeds related to the sale of loans may not
be available to make additional investments or to meet a Fund’s redemption
obligations until potentially a substantial period after the sale of the loans.
In addition, loans are not registered
under
the federal securities laws like stocks and bonds, so investors in loans have
less protection against improper practices than investors in registered
securities.
Counterparty
Risk.
Each Fund may establish relationships to obtain financing and prime brokerage
services that permit the Fund to trade in any variety of markets or asset
classes over time. However, there can be no assurance that the Fund will be able
to establish or maintain such relationships, which could prevent the Fund from
trading at optimal rates and terms. Moreover, a disruption in the financing and
prime brokerage services provided by any such relationships could have an impact
on the Fund’s business due to the Master Fund’s reliance on such
counterparties.
When
a Fund enters into a contract directly with dealer counterparties, the Fund is
exposed to the risk that a counterparty will not settle a transaction in
accordance with its terms because of a solvency or liquidity problem with the
counterparty. Delays in settlement may also result from disputes over the terms
of the contract (whether or not bona fide). In addition, each Fund may have a
concentrated risk in a particular counterparty, which may mean that if such
counterparty were to become insolvent or have a liquidity problem, losses would
be greater than if the Fund had entered into contracts with multiple
counterparties. If there is a default by a counterparty, the Fund under most
normal circumstances will have contractual remedies pursuant to the agreements
related to the transaction. However, exercising such contractual rights may
involve delays or costs which could result in the net asset value of the Fund
being less than if the Fund had not entered into the transaction. Furthermore,
there is a risk that any of such counterparties could become insolvent and/or
the subject of insolvency proceedings. In such case, the recovery of the Fund’s
collateral from such counterparty or the payment of claims therefor may be
significantly delayed and the Fund may recover substantially less than the full
value of the collateral entrusted to such counterparty. In addition, there are a
number of proposed rules that, if they were to go into effect, may impact the
laws that apply to insolvency proceeding and may impact whether the Fund may
terminate its agreement with an insolvent counterparty.
Credit
Risk.
A company may not be able to repay its debt. The Funds invest primarily in “high
yield” securities and loans (i.e.,
rated below Baa3 or BBB- by one or more nationally recognized statistical rating
organizations or are unrated but are of comparable credit quality to obligations
rated below investment-grade). High yield securities and loans have greater
credit risk than more highly rated debt obligations and have a greater
possibility that an adverse change in the financial condition of the issuer or
the economy may impair the ability of the issuer to make payments of principal
and interest. Bankruptcy and similar laws applicable to issuers of the high
yield securities and loans may also limit the amount of a Fund’s recovery if the
issuer becomes insolvent. High yield securities and loans have historically
experienced greater default rates than has been the case for investment-grade
securities.
Impairment
of Collateral Risk. The
value of any collateral securing a bond or loan can decline, and may be
insufficient to meet the borrower’s obligations or difficult to liquidate. In
addition, a Fund’s access to collateral may be limited by bankruptcy or other
insolvency laws. Further, certain floating rate loans may not be fully
collateralized and may decline in value.
Interest
Rate Risk. Each
Fund’s investments in fixed-income instruments will change in value based on
changes in interest rates. When interest rates decline, the value of a portfolio
invested in fixed-rate obligations can be expected to rise. Conversely, when
interest rates rise, the value of a portfolio investment in fixed-rate
obligations can be expected to decline. Although the value of each Fund’s
investments will vary, the fluctuations in value of a Fund’s investments in
floating rate instruments should be minimized as a result of changes in market
interest rates. However, because floating rates on loans and other instruments
only reset periodically, changes in prevailing interest rates can still be
expected to cause some fluctuation in the value of a Fund.
Over
the past several years, the Federal Reserve has maintained the level of interest
rates at or near historic lows. However, more recently, interest rates have
begun to increase as a result of action that has been taken by the Federal
Reserve, which has raised, and may continue to raise, interest rates. If
interest rates rise, the Fund’s yield may not increase proportionately, and the
maturities of fixed income securities that have the ability to be prepaid or
called by the issuer may be extended. Changing interest rates may have
unpredictable effects on the
markets
and the Fund’s investments. A general rise in interest rates may cause investors
to move out of fixed income securities on a large scale, which could adversely
affect the price and liquidity of fixed income securities. The Fund may be
exposed to heightened interest rate risk as interest rates rise from
historically low levels. Fluctuations in interest rates may also affect the
liquidity of fixed income securities and instruments held by the
Fund.
Investment
Risk. Neither
Fund is a complete investment program and you may lose money by investing in the
Funds. Each Fund invests primarily in debt obligations issued by non-investment
grade companies that may have significant risks as a result of business,
financial, market or legal uncertainties. There can be no assurance that the
Advisor will correctly evaluate the nature and magnitude of the various factors
that could affect the value of, and return on, a Fund’s investments. Prices of
the investments held by the Funds may be volatile, and a variety of other
factors that are inherently difficult to predict, such as domestic or
international economic and political developments, may significantly affect the
results of a Fund’s activities and the value of its investments.
Liquidity
Risk.
Low or lack of trading volume may make it difficult to sell instruments held by
the Funds at quoted market prices. The Funds’ investments may at any time
consist of significant amounts of positions that are thinly traded or for which
no market exists. For example, the investments held by a Fund may not be liquid
in all circumstances so that, in volatile markets, the Advisor may not be able
to close out a position without incurring a loss. The foregoing risks may be
accentuated when the Funds are required to liquidate positions to meet
withdrawal requests. Additionally, floating rate loans generally are subject to
legal or contractual restrictions on resale, may trade infrequently, and their
value may be impaired when the Funds need to liquidate such loans. High yield
bonds and loans generally trade only in the over-the-counter market rather than
on an organized exchange and may be more difficult to purchase or sell at a fair
price, which could have a negative impact on a Fund’s performance.
Convertible
Bond Risk. Convertible
bonds are hybrid securities that have characteristics of both bonds and common
stocks and are therefore subject to both debt security risk and conversion
value-related equity risk. Convertible bonds are similar to other fixed-income
securities because they usually pay a fixed interest rate and are obligated to
repay principal on a given date in the future. The market value of
fixed-income securities tends to decline as interest rates increase.
Convertible bonds are particularly sensitive to changes in interest rates
when their conversion to equity feature is small relative to the interest and
principal value of the bond. Convertible issuers may not be able to make
principal and interest payments on the bond as they become due.
Convertible bonds may also be subject to prepayment or redemption risk.
If a convertible bond held by a Fund is called for redemption, the Fund
will be required to surrender the security for redemption and convert it into
the issuing company’s common stock or cash at a time that may be unfavorable to
the Fund. Convertible securities have characteristics similar to common
stocks especially when their conversion value is greater than the interest and
principal value of the bond. The prices of equity securities may rise or fall
because of economic or political changes. Stock prices in general may decline
over short or even extended periods of time. Market prices of equity securities
in broad market segments may be adversely affected by a prominent issuer having
experienced losses or by the lack of earnings or such an issuer’s failure to
meet the market’s expectations with respect to new products or services, or even
by factors wholly unrelated to the value or condition of the issuer, such as
changes in interest rates. When a convertible bond’s value is more closely
tied to its conversion to stock feature, it is sensitive to the underlying
stock’s price.
Foreign
Instruments Risk.
Foreign companies may differ from domestic companies in the same
industry. Foreign companies or entities are frequently not subject to
accounting and financial reporting standards applicable to U.S. companies, and
there may be less information available about foreign
issuers. Securities of foreign issuers are generally less liquid and
more volatile than those of comparable domestic issuers. Investment
in foreign issuers includes risks such as less social, political and economic
stability; smaller securities markets and lower trading volume, which may result
in less liquidity and greater price volatility; national policies that may
restrict a Fund’s’ investment opportunities, including restrictions on
investments in issuers or industries, or expropriation or confiscation of assets
or property; less developed legal structures governing private or foreign
investment; and the imposition of foreign exchange limitations (including
currency blockage). The exchange rates between the U.S. dollar and foreign
currencies might fluctuate, which could negatively affect the value of the
Fund’s investments.
Management
Risk.
Each Fund is an actively managed portfolio The Advisor’s management practices
and investment strategies might not work to produce the desired results. The
success of a Fund is largely dependent upon the ability of the Advisor to manage
the Fund and implement the Fund’s investment program. If a Fund were to lose the
services of the Advisor or its senior officers, the Fund may be adversely
affected. Additionally, if a Fund or any of the other accounts managed by the
Advisor were to incur substantial losses or were subject to an unusually high
level of redemptions or withdrawals, the revenues of the Advisor may decline
substantially. Such losses and/or withdrawals may impair the Advisor’s ability
to retain employees and its ability to provide the same level of service to a
Fund as it has in the past and continue operations.
Market
Risk.
The prices of some or all of the instruments in which the Funds invest may
decline for a number of reasons, including in response to economic developments
and perceptions about the creditworthiness of individual issuers. The success of
each Fund’s activities will be affected by general economic and market
conditions, such as interest rates, availability of credit, credit defaults,
inflation rates, commodity prices, economic uncertainty, changes in laws
(including laws relating to taxation of each Fund’s investments), trade
barriers, currency exchange controls, and national and international political
circumstances (including wars, terrorist acts or security operations). These
factors may affect the level and volatility of the prices and the liquidity of
each Fund’s investments. Volatility or illiquidity could impair each Fund’s
profitability or result in losses. The Funds may maintain substantial trading
positions that can be adversely affected by the level of volatility in the
financial markets. There can be no assurance that what is perceived as an
investment opportunity will not, in fact, result in substantial losses. There is
more risk that prices will go down for investors investing over short time
horizons.
Leverage
Risk.
Any event that adversely affects the value of an investment, either directly or
indirectly would be magnified to the extent that leverage is used. The
cumulative effect of the use of leverage, directly or indirectly, in a market
that moves adversely to the investments of the entity employing leverage could
result in a loss to the Fund that would be greater than if leverage were not
employed. Additionally, any leverage obtained, if terminated on short notice by
the lender, could result in the Fund being forced to unwind positions quickly
and at prices below what the Fund deems to be fair value for the
positions.
Preferred
Stock Risk. The
value of preferred stocks may decline due to general market conditions which are
not specifically related to a particular company or to factors affecting a
particular industry or industries. Preferred stocks may be more volatile than
fixed-income securities and are more correlated with the issuer’s underlying
common stock than fixed-income securities. While most preferred
stocks pay a dividend, the Funds may purchase preferred stock where the issuer
has omitted, or is in danger of omitting, payment of its dividend.
Rule
144A Securities Risk.
The market for Rule 144A securities typically is less active than the market for
public securities. Rule 144A securities carry the risk that the trading market
may not continue and the Funds might be unable to dispose of these securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemption requirements.
U.S.
Government Obligations Risk.
Securities issued by U.S. government agencies or government-sponsored entities
may not be guaranteed by the U.S. Treasury. The Government National Mortgage
Association (“GNMA”), a wholly owned U.S. government corporation, is authorized
to guarantee, with the full faith and credit of the U.S. government, the timely
payment of principal and interest on securities issued by institutions approved
by GNMA and backed by pools of mortgages insured by the Federal Housing
Administration or the Department of Veterans Affairs. U.S. government agencies
or government-sponsored entities (i.e.,
not backed by the full faith and credit of the U.S. government) include the
Federal National Mortgage Association (“FNMA”) and the Federal Home Loan
Mortgage Corporation (“FHLMC”). Pass-through securities issued by FNMA are
guaranteed as to timely payment of principal and interest by FNMA but are not
backed by the full faith and credit of the U.S. government. FHLMC guarantees the
timely payment of interest and ultimate collection of principal, but its
participation certificates are not backed by the full faith and credit of the
U.S. government. If a government-sponsored entity is unable to meet its
obligations, the performance of the Funds may be adversely impacted. U.S.
government obligations are viewed as having minimal or no credit risk but are
still subject to interest rate risk.
Initial
Public Offering (“IPO”) and Unseasoned Company Risk.
The market value of IPO shares may fluctuate considerably due to factors such as
the absence of a prior public market, unseasoned trading, the small number of
shares available for trading and limited information about the issuer. The
purchase of IPO shares may involve high transaction costs. IPO shares are
subject to market risk and liquidity risk. If the Fund’s asset base is small, a
significant portion of the Fund’s performance could be attributable to
investments in IPOs, because such investments would have a magnified impact on
the Fund. As the Fund’s assets grow, the effect of the Fund’s investments in
IPOs on the Fund’s performance probably will decline, which could reduce the
Fund’s performance. Additionally, investments in unseasoned companies may
involve greater risks, in part because they have limited product lines, markets
and financial or managerial resources. In addition, less frequently-traded
securities may be subject to more abrupt price movements than securities of
larger capitalized companies. The
level of risk will be increased to the extent that the Fund has significant
exposure to smaller capitalized or unseasoned companies (those with less than a
three-year operating history).
When-Issued
Instruments Risk.
When-issued instruments involve the risk that the price or yield obtained in a
transaction (and therefore the value of an instrument) may be less favorable
than the price or yield (and therefore the value of an instrument) available in
the market when the instruments’ delivery takes place. In addition, when a Fund
engages in when-issued transactions, it relies on the other party to consummate
the trade. Failure of such party to do so may result in the Fund incurring a
loss or missing an opportunity to obtain a price considered
advantageous.
Yankee
Bond Risk. Yankee
bonds are subject to the same risks as other debt issues, notably credit risk,
market risk, currency and liquidity risk. Other risks include adverse political
and economic developments; the extent and quality of government regulations of
financial markets and institutions; the imposition of foreign withholding taxes;
and the expropriation or nationalization of foreign issuers.
Principal
Risks of Investing in the Floating Rate Fund
Collateralized
Loan Obligations Risk. The
risks of an investment in a CLO depend largely on the type of the collateral
securities and the class of the CLO in which the Floating Rate Fund invests.
Some CLOs have credit ratings, but are typically issued in various classes with
various priorities. Normally, CLOs are privately offered and sold (that is, they
are not registered under the securities laws) and may be characterized by the
Fund as illiquid securities; however, an active dealer market may exist for CLOs
that qualify for Rule 144A transactions. In addition to the normal interest
rate, default and other risks of fixed-income securities, CLOs carry additional
risks, including the possibility that distributions from collateral securities
will not be adequate to make interest or other payments, the quality of the
collateral may decline in value or default, the Fund may invest in CLOs that are
subordinate to other classes, values may be volatile, and disputes with the
issuer may produce unexpected investment results.
Covenant
Lite Loan Risk.
Some covenant lite loans tend to have fewer or no financial maintenance
covenants and restrictions. A covenant lite loan typically contains fewer
clauses which allow an investor to proactively enforce financial covenants
or prevent undesired actions by the borrower/issuer. Covenant lite loans also
generally provide fewer investor protections if certain criteria are breached.
The Floating Rate Fund may experience losses or delays in enforcing its rights
on its holdings of covenant lite loans.
Investment
Company Risk. If
the Floating Rate Fund invests in shares of another mutual fund, shareholders
will indirectly bear fees and expenses charged by the underlying mutual funds in
which the Fund invests in addition to the Fund’s direct fees and expenses. The
Fund also will incur brokerage costs when it purchases ETFs. Furthermore,
investments in other mutual funds could affect the timing, amount and character
of distributions to shareholders and therefore may increase the amount of taxes
payable by investors in the Fund.
LIBOR
Risk.
The Floating Rate Fund invests in certain debt securities or other financial
instruments that utilize the London Inter-bank Offered Rate, or “LIBOR,” as a
“benchmark” or “reference rate” for variable interest rate calculations. The
United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced a
desire to phase out the use of LIBOR by the end of 2021. On November 30, 2020,
the administrator of LIBOR announced a delay in the phase out of a majority of
the U.S. dollar LIBOR publications until June 30, 2023, with the remainder of
LIBOR publications already phased out at the end of
2021.
Although financial regulators and industry working groups have suggested
alternative reference rates, global consensus is lacking and the process for
amending existing contracts or instruments to transition away from LIBOR remains
unclear. Uncertainty and risk also remain regarding the willingness and ability
of issuers and lenders to include enhanced provisions in new and existing
contracts or instruments. Consequently, the transition away from LIBOR may lead
to increased volatility and illiquidity in markets that are tied to LIBOR,
decreased values of LIBOR-related investments or investments in issuers that
utilize LIBOR, increased difficulty in borrowing or refinancing and diminished
effectiveness of hedging strategies, adversely affecting the Fund’s performance
or net asset value. Uncertainty and volatility arising from the transition may
result in a reduction in the value of certain LIBOR-based instruments held by
the Fund or reduce the effectiveness of related transactions. Any such effects
of the transition away from LIBOR, as well as other unforeseen effects, could
result in losses to a Fund and may adversely affect the Fund’s performance or
net asset value.
Zero
Coupon Securities Risk. While
interest payments are not made on such securities, holders of such securities
are deemed to have received income (“phantom income”) annually, notwithstanding
that cash may not be received currently. The effect of owning instruments that
do not make current interest payments is that a fixed yield is earned not only
on the original investment but also, in effect, on all discount accretion during
the life of the obligations. This implicit reinvestment of earnings at a fixed
rate eliminates the risk of being unable to invest distributions at a rate as
high as the implicit yield on the zero coupon bond, but at the same time
eliminates the holder’s ability to reinvest at higher rates in the future. For
this reason, some of these securities may be subject to substantially greater
price fluctuations during periods of changing market interest rates than are
comparable securities that pay interest currently. Longer term zero coupon bonds
are more exposed to interest rate risk than shorter term zero coupon bonds. Zero
coupon securities may be subject to greater fluctuation in value and less
liquidity in the event of adverse market conditions than comparably rated
securities that pay cash interest at regular intervals. Further, to maintain its
qualification for pass-through treatment under the Federal tax laws, the Fund is
required to distribute income to its shareholders and, consequently, may have to
dispose of other, more liquid portfolio securities under disadvantageous
circumstances or may have to leverage itself by borrowing in order to generate
the cash to satisfy these distributions. The required distributions may result
in an increase in the Fund’s exposure to zero coupon securities. During a period
of severe market conditions, the market for such securities may become even less
liquid. In addition, as these securities do not pay cash interest, the Fund’s
investment exposure to these securities and their risks, including credit risk,
will increase during the time these securities are held in the Fund’s
portfolio.
PORTFOLIO
HOLDINGS INFORMATION
A
complete description of the Funds’ policies and procedures with respect to the
disclosure of the Funds’ portfolio holdings are available in the Funds’
Statement of Additional Information (“SAI”). Currently, disclosure of each
Fund’s holdings is required to be made quarterly within 60 days of the end of
each fiscal quarter in the annual report and semi-annual report to Fund
shareholders and in the quarterly holdings reports on Part F of Form N-PORT.
Additionally, each Fund’s top-ten holdings are posted no less frequently than
quarterly, within ten business days after each quarter-end on the Funds’
website, www.shenkmancapital.com/mutual-funds/.
The annual and semi-annual reports are available by contacting the Shenkman
Capital Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee,
Wisconsin 53201-0701, or calling 1‑855-SHENKMAN (1-855-743-6562), and on the
Funds’ website, www.shenkmancapital.com/mutual-funds/,
as well as on the SEC’s website at www.sec.gov.
MANAGEMENT
OF THE FUNDS
Investment
Advisor
The
Funds’ investment advisor, Shenkman Capital Management, Inc., 151 West 42nd
Street, 29th Floor, New York, New York 10036, is an SEC registered firm formed
in 1985. Since its inception, the Advisor’s business has been dedicated to
researching and investing across the entire capital structure of highly levered
companies (i.e.,
“high yield” companies). As of December 31, 2022, the Shenkman Group of
Companies had $28.8 billion in assets under management.1
The Shenkman Group of Companies consists of Shenkman Capital Management, Inc.,
and its affiliates and subsidiaries, including, without limitation, Shenkman
Capital Management Ltd, Romark Credit Advisors LP, and Romark CLO Advisors LLC.
The
Advisor is responsible for the day-to-day management of the Funds in accordance
with each Fund’s investment objective and policies. The Advisor also
furnishes the Funds with office space and certain administrative services, and
provides the personnel needed by the Funds. As compensation, the Floating Rate
Fund pays the Advisor a monthly management fee that is calculated at the annual
rate of 0.50% of the Fund’s average daily net assets and the Short Duration Fund
pays the Advisor a monthly management fee that is calculated at the annual rate
of 0.55% of the Fund’s average daily net assets.
For
the fiscal year ended September 30, 2022, the Advisor received management fees
of 0.33% of the Floating Rate Fund’s average daily net assets, after any
waivers, and management fees of 0.55% of the Short Duration Fund’s average daily
net assets, after any waivers.
A
discussion regarding the basis of the Board’s approval of the Funds’ investment
advisory agreement is included in the Funds’ semi-annual report for the period
ended March 31, 2022.
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 advisor with any other series.
Portfolio
Managers
The
following individuals are primarily responsible for the day-to-day management of
the Funds’ portfolios.
_____________________________
1
The
Shenkman Group’s assets under management represent $25.6 billion managed by
Shenkman Capital Management, Inc., and $3.2 billion managed by Romark CLO
Advisors LLC.
Mark
R. Shenkman,
President
and Founder (Both Funds)
Mark
R. Shenkman founded Shenkman Capital Management, Inc. in 1985 and is the firm’s
President and Founder. With 53 years of investment experience, and 45 years of
high yield investment experience, he is considered one of the pioneers of the
high yield bond and loan markets. He is a co-author of two textbooks on the high
yield market, entitled High Yield Bonds: Market Structure, Portfolio Management
and Credit Risk Modeling (McGraw Hill, 1999) and Leveraged Financial Markets
(McGraw Hill, 2010). Mr. Shenkman was President and Chief Investment Officer of
First Investors Asset Management in New York. He also was Co-Manager and Vice
President of the High Yield Bond Department at Lehman Brothers Kuhn Loeb in New
York, where he established one of Wall Street’s earliest departments dedicated
to the research, selling and trading of high yield securities. Mr. Shenkman was
a research analyst and a portfolio manager at Fidelity Management and Research
Company in Boston. From 1978 to 1979, he managed the first high yield bond
mutual funds at Fidelity. Additionally, Mr. Shenkman is actively involved in
not-for-profit and philanthropic activities, including as an emeritus member of
the Board of Directors of the UCONN Foundation and former Chairman of the Board;
a Board of Trustee Emeritus at The George Washington University; Vice Chairman
of the Board at Wilbraham & Monson Academy since 1969; and is a Board of
Advisor Emeritus at the College of William and Mary, Mason School of Business.
Mr. Shenkman received a BA in Political Science from the University of
Connecticut (1965) and an MBA from The George Washington University (1967). From
1967 to 1969, Mr. Shenkman served as a First Lieutenant in the U.S. Army
Computer Systems Command. Mr. Shenkman also received a Doctor of Humane Letters,
honoris causa, from the University of Connecticut (2007). In 2018, the Fixed
Income Analyst Society (FIASI) inducted Mr. Shenkman into its Hall of
Fame.
Justin
W. Slatky, Executive
Vice President, Chief Investment Officer and Senior Portfolio Manager (Both
Funds)
Justin
W. Slatky joined Shenkman Capital in 2011. He has 23 years of investing
experience in high yield and distressed securities. Prior to joining Shenkman
Capital, Mr. Slatky was Co-Head and Managing Director of the Distressed Bond
business in New York and London for Goldman Sachs. He was also a member of the
Credit Investment Committee charged with reviewing proprietary investments
within the Credit Department. Before joining the distressed bond business in
2002, Mr. Slatky was a telecom high yield analyst and a recipient of
Institutional Investor’s Runner-Up award. He joined Goldman Sachs from Credit
Suisse First Boston in 1999. Mr. Slatky graduated magna cum laude with a BS in
Economics (1998) and an MBA (1999) from The Wharton School at the University of
Pennsylvania.
Jordan
Barrow, CFA,
Senior
Vice President, Co-Head of Liquid Credit and Portfolio Manager (Both
Funds)
Jordan
Barrow joined Shenkman Capital in 2004. He has over 18 years of leveraged
finance investing experience and has been a portfolio manager since 2011. Mr.
Barrow has experience managing portfolios for the firm’s High Yield, Short
Duration, and Convertible strategies. He started his career as a high yield
research analyst specializing in Healthcare and has also covered Retail,
Technology and Service Industries. In 2010, Mr. Barrow was instrumental in
launching the firm’s Short Duration High Yield Strategy. He was also key in the
launches of the Global Convertible and Investment Grade Convertible Strategies,
in 2015 and 2014, respectively. Mr. Barrow is a member of Shenkman Capital’s
Risk Committee and currently serves on the board of the Friends of Mount Sinai
Health System. Mr. Barrow received a BA degree in Economics and International
Relations from the University of Pennsylvania. In addition, he is a CFA
charterholder (2007).
Jeffrey
Gallo,
CFA,
Senior
Vice President, Co-Head of Liquid Credit and Portfolio Manager (Both
Funds)
Jeffrey
Gallo joined Shenkman Capital in 2005. He has over 22 years of leveraged finance
investing experience and has been a portfolio manager since 2013. Mr. Gallo has
experience managing portfolios for the firm’s Loan, High Yield, and Multi-Asset
Credit strategies. He is a shareholder of the firm and serves as a member of
Shenkman Capital’s Risk Committee, Valuation Committee, and Liquidity Committee.
Mr. Gallo previously worked at Invesco and J&W Seligman & Co. as a
Senior Credit Analyst from 2001 to 2005 and began his career in high yield as an
analyst at Credit Suisse First Boston / Donaldson Lufkin & Jenrette where he
worked from 2000 to 2001. Mr. Gallo graduated cum laude with a BS degree in
Finance and Management from New York University’s Leonard N. Stern School of
Business (2000). In addition, he is a member of the CFA Institute and CFA
Society New York.
David
H. Lerner,
Senior
Vice President and Head of Structured Credit (Floating Rate Fund)
David
H. Lerner joined Shenkman Capital in 2013. He has 32 years of experience in the
bank loan and CLO markets. Mr. Lerner leads Shenkman Capital’s Structured Credit
Platform overseeing the team’s investments in third-party CLO manager tranches.
Additionally, Mr. Lerner is President of Romark Credit Advisors LLC and oversees
the day-to-day operations of Romark CLO Advisors LLC, the CLO/CBO collateral
manager affiliates of Shenkman Capital. Mr. Lerner is a shareholder of the firm.
Prior to joining the firm, Mr. Lerner was a Managing Director and Portfolio
Manager in Credit Suisse’s Credit Investments Group where he was responsible for
directing investment decisions and managing portfolio risk and was primarily
responsible for managing the U.S. loan and CLO platform. Mr. Lerner joined
Credit Suisse in 2000 through the merger with Donaldson, Lufkin, & Jenrette
(DLJ). Before working at DLJ, Mr. Lerner worked at First Dominion Capital, LLC
as a Senior Vice President. First Dominion was acquired by DLJ in September
2000. Previous to First Dominion, he worked at Mitsubishi Trust and Banking
Corporation as a Vice President in the Leveraged Finance Group. Prior to that,
he served as a Vice President at Banque Francaise du Commerce Exterieur in their
Corporate Finance Group. Mr. Lerner began his career as an Associate at The
Chase Manhattan Bank in 1990. Mr. Lerner is the Co-Chair of the Loan
Syndications and Trading Association (LSTA) and is currently serving in his
third term on the board. Mr. Lerner received a BBA in Finance from The George
Washington University (1990).
Brian
C. Goldberg,
Senior
Vice President, Head of Bank Loan & CLO Capital Markets and Portfolio
Manager (Floating Rate Fund)
Brian
Goldberg joined Shenkman Capital in 2016 after covering the firm from the sell
side for 5 years. He has over 20 years of leveraged finance banking and market
experience and has specialized in the loan market for more than 14 years. Prior
to joining the firm, Mr. Goldberg was a Director on Deutsche Bank’s Leveraged
Loan Sales and Trading team covering large, institutional investors for primary
transactions, secondary trading and CLO issuance. He has worked across multiple
disciplines including origination, structuring, syndication and relationship
management capitalizing on his strong fundamental and technical background. He
received a BS from the University at Albany (1995) and an MBA from Columbia
Business School (2002).
Eileen
Spiro,
CFA, Senior Vice President and Associate Portfolio Manager (Floating Rate
Fund)
Eileen
Spiro joined Shenkman Capital in 2012. She is responsible for leading the firm’s
structuring of CLOs and CBOs, placing the debt and equity of such vehicles and
assisting in the management of the underlying asset portfolios. Ms. Spiro joined
Shenkman as a Research Associate with a focus on media and technology companies
before joining the structured credit business in 2015 to help build what is now
Romark CLO Advisors, the firm's CLO platform. In this role, she has overseen the
issuance of nearly $7 billion of debt and equity by Shenkman and its affiliates
through 16 transactions. Prior to Shenkman, Ms. Spiro worked in JPMorgan's fixed
income sales and trading business, and on the CDO structuring desk of
Bear
Stearns. Ms. Spiro is a Trustee of the Albany Academies, an independent K-12
school in upstate New York. Ms. Spiro received a BS in Mathematical Sciences
with college honors from Carnegie Mellon University (2009) and is a CFA
charterholder.
Nicholas
Sarchese, CFA,
Senior
Vice President and Portfolio Manager (Short Duration Fund)
Nicholas
Sarchese joined Shenkman Capital in 2003. He has 27 years of investment
experience in fixed income research including 23 years of high yield research
experience. Nicholas joined us from Credit Suisse First Boston / Donaldson
Lufkin & Jenrette where he worked from 1997 to 2002 as an analyst on their
high yield and investment grade research teams focused on media and
telecommunications. From 1995 to 1997, he was a Senior Associate at Moody’s
Investors Service in their Corporate Ratings and Analysis group.
Mr. Sarchese received a BS degree in Finance and Management from New York
University’s Stern School of Business (1995) and is a CFA charterholder (2001).
He is a member of the CFA Institute and CFA Society New York.
Neil
Wechsler,
CFA, Senior
Vice President, Credit Analyst and Portfolio Manager (Short Duration
Fund)
Neil
Wechsler joined Shenkman Capital in 2002. He has 24 years of investment
experience including 20 years of high yield research experience. Prior to
joining Shenkman Capital, Mr. Wechsler was a Summer Associate at Goldman Sachs
Asset Management, where he worked on their high yield and investment grade
research teams. In 2000, Mr. Wechsler was an Associate at Credit Lyonnais
Securities in their Asset Backed Securities group. From 1998 to 2000, Neil
worked at Duff & Phelps Credit Rating Co. as an Analyst in their Structured
Finance group. Mr. Wechsler received a BS degree in Business Administration from
the university at Albany (1996) and a MBA from New York University (2002). Mr.
Wechsler is a CFA charterholder (2003) and a member of the CFA Institute and CFA
Society New York.
The
SAI provides additional information about the portfolio managers’ compensation,
other accounts managed by the portfolio managers and their ownership of
securities in the Funds.
Other
Service Providers
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services
(the “Transfer Agent”), provides certain administration, fund accounting and
transfer agency services to the Funds. U.S. Bank N.A., an affiliate of the
Transfer Agent, serves as the custodian to the Funds.
Fund
Expenses
Each
Fund is responsible for its own operating expenses, which may include Rule 12b-1
fees, shareholder servicing plan fees, custodian fees, taxes, transfer agency
fees, interest and other customary Fund expenses. However, the Advisor has
contractually agreed to waive all or a portion of its management fees and pay
Floating Rate Fund and Short Duration Fund expenses in order to limit the Funds’
aggregate annual operating expenses (excluding AFFE, taxes, interest expense,
dividends on securities sold short, extraordinary expenses, Rule 12b-1 fees,
shareholder servicing plan fees, and any other class-specific expenses) through
at least January 27, 2024 to the amounts listed below:
|
|
|
|
| |
Fund |
Expense
Cap |
Floating
Rate Fund |
0.54% |
Short
Duration Fund |
0.65% |
The
term of the Funds’ operating expenses limitation agreement, subject to its
annual approval by the Board, is indefinite, and it can only be terminated by
the Board. Any waiver in management fees or payment of Fund expenses made by the
Advisor may be recouped by the Advisor in subsequent fiscal
years
if the Advisor so requests. This recoupment may be requested if the aggregate
amount actually paid by the Funds toward operating expenses for such fiscal year
(taking into account the recoupment) does not exceed the Expense Cap. The
Advisor may request recoupment for management fee waivers and Fund expense
payments made for 36 months from the date the fees were waived and expenses were
paid. Any such recoupment is contingent upon the subsequent review and approval
of the recouped amounts by the Board.
SHAREHOLDER
INFORMATION
Pricing
of Fund Shares
Shares
of the Funds are sold at the NAV per share, plus any applicable sales
charge
and
before imposition of a commission, if any, charged by certain financial
intermediaries on Institutional Class shares. The NAV per share is calculated as
of the close of regular trading (generally, 4:00 p.m., Eastern Time) on
each day that the New York Stock Exchange (“NYSE”) is open for unrestricted
business. However, each Fund’s NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the SEC. The NYSE is closed on weekends
and most national holidays, including New Year’s Day, Martin Luther King, Jr.
Day, Washington’s Birthday/Presidents’ Day, Good Friday, Memorial Day,
Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day. The NAV will not be calculated on days when the NYSE is
closed for trading.
Purchase
and redemption requests are priced based on the next NAV per share calculated
after receipt of such requests. The NAV is the value of a Fund’s securities,
cash and other assets, minus all expenses and liabilities (assets – liabilities
= NAV). The NAV per share is determined by dividing a Fund’s NAV by the number
of shares outstanding (NAV/ # of shares = NAV per share). The NAV takes into
account the expenses and fees of a Fund, including management and administration
fees, which are accrued daily.
In
calculating the NAV, portfolio securities are valued using current market values
or official closing prices, if available. Each security owned by a Fund that is
listed on a securities exchange is valued at its last sale price on that
exchange on the date as of which assets are valued. Where the security is listed
on more than one exchange, a Fund will use the price of the exchange that the
Fund generally considers to be the principal exchange on which the security is
traded.
When
market quotations are not readily available, a security or other asset is valued
at its fair value as determined under procedures adopted by the Advisor. These
fair value procedures will also be used to price a security when corporate
events, events in the securities market and/or world events cause the Advisor 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 has designated the Advisor as its
“valuation designee” under Rule 2a-5 of the 1940 Act, subject to its
oversight.
Trading
in Foreign Securities
In
the case of foreign securities, the occurrence of certain events after the close
of foreign markets, but prior to the time a Fund’s NAV per share is calculated
(such as a significant surge or decline in the U.S. or other markets) often will
result in an adjustment to the trading prices of foreign securities when foreign
markets open on the following business day. If such events occur, the Funds will
value foreign securities at fair value, taking into account such events, in
calculating the NAV per share. In such cases, use of fair valuation can reduce
an investor’s ability to seek to profit by estimating a Fund’s NAV per share in
advance of the time the NAV per share is calculated. The Advisor anticipates
that the Funds’ portfolio holdings will be fair valued when market quotations
for those holdings are considered unreliable.
Your
Account with a Fund
Set
forth below is information about the manner in which the Funds offer shares. A
financial intermediary may offer Fund shares subject to variations in or
elimination of the Fund sales charges (“variations”), provided such variations
are described in this Prospectus. All variations described in Appendix A are
applied by, and the responsibility of, the identified financial intermediary.
Sales charge variations may apply to purchases, sales, exchanges and
reinvestments of Fund shares, and a shareholder transacting in Fund shares
through an intermediary identified on Appendix A should read the terms and
conditions of Appendix A carefully. For the variations applicable to shares
offered through Merrill Lynch-sponsored platforms, please see “Appendix A –
Financial Intermediary Sales Charge Variations”. A variation that is specific to
a particular financial intermediary is not applicable to shares held directly
with the Funds or through another intermediary. Please consult your financial
intermediary with respect to any variations listed on Appendix A.
Description
of Share Classes
The
Trust has adopted a multiple class plan that allows the Funds to offer one or
more classes of shares. The Funds have registered four share classes –
Institutional Class, Class A, Class C, and Class F. The different classes of
shares represent investments in the same portfolio of securities, but the
classes are subject to different expenses as outlined below and may have
different share prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Class
A |
| Class
C |
| Class
F |
Institutional Class |
Maximum
Sales Charge |
3.00% |
| None |
| None |
None |
Contingent
Deferred Sales Charge |
None |
(1) |
1.00% |
(2) |
None |
None |
Redemption
Fee |
1.00%/30
day holding period |
| 1.00%/30
day holding period |
| 1.00%/30
day holding period |
1.00%/30
day holding period |
Distribution
and Service (Rule 12b-1) Fees |
0.25% |
| 1.00% |
| None |
None |
Shareholder
Servicing Plan Fee |
0.10% |
| 0.10% |
| 0.10% |
None |
(1)You
will not pay a sales charge if you purchase $1 million or more of Class A
shares. However, if you were to sell those shares within 24 months of purchase,
you may be subject to a contingent deferred sales charge (“CDSC”) of 1.00% of
the value of the Class A shares when they were purchased or the market value at
the time of redemption, whichever is less, unless the dealer of record waived
its commission. A sales charge does not apply to shares you purchase through
reinvestment of dividends or distributions. So, you never pay a CDSC on any
increase in your investment above the initial offering price.
(2)If
you sell (redeem) your Class C shares within 18 months of purchase, you will
have to pay a CDSC of 1.00% which is applied to the NAV of the shares on the
date of original purchase or on the date of redemption, whichever is
less.
More
About Institutional Class Shares
The
Floating Rate Fund and the Short Duration Fund have both registered an
Institutional Class of shares that is offered without any sales charge on
purchases or sales and without any ongoing distribution and service (Rule 12b-1)
or shareholder service fee. The minimum initial investment for Institutional
Class shares is $1 million. If you purchase Institutional Class shares, you will
pay the NAV per share next determined after your order is received.
Certain
financial intermediaries may charge brokerage commissions on your purchases and
sales of Institutional Class shares. For some financial intermediaries, you may
only open an account and purchase Institutional Class shares 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,
or through other financial intermediaries approved by the Distributor.
Institutional 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 Institutional Class shares in these
programs may be required to pay a commission and/or other forms of compensation
to the financial intermediary. Shares of the Funds are available in other share
classes that have different fees and expenses.
The
Funds do not subject purchases of Institutional Class shares to a front-end
sales charge. The financial intermediaries that have an agreement with the
Distributor to sell Institutional Class shares may impose a transaction fee and
other ongoing fees on shareholders purchasing Institutional Class shares.
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.
More
About Class A Shares
Class
A shares of the Funds are retail shares that require that you pay a sales charge
when you invest in the Funds, unless you qualify for a reduction or waiver of
the sales charge. As described earlier, Class A shares are also subject to a
distribution and service (Rule 12b-1) fee calculated at an annual rate of 0.25%
and a shareholder service fee calculated at an annual rate of 0.10%, each of
which are assessed against the average daily net assets of each
Fund.
If
you purchase Class A shares of the Funds you will pay the public offering price
(“POP”), which is the NAV per share next determined after your order is received
plus a sales charge (shown in percentages below) depending on the amount of your
investment. Since sales charges are reduced for Class A share purchases above
certain dollar amounts, known as “breakpoint thresholds,” the POP is lower for
these purchases. The dollar amount of the sales charge is the difference between
the POP of the shares purchased (based on the applicable sales charge in the
table below) and the NAV of those shares. Because of rounding in the calculation
of the POP, the actual sales charge you pay may be more or less than that
calculated using the percentages shown below. The sales charge does not apply to
shares purchased with reinvested dividends. The sales charge is calculated as
follows:
Sales
Charge as a % of Net Amount Invested
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Amount |
Sales
Charge as a % of Offering Price(1) |
Sales
Charge as a % of Net Amount Invested |
Dealer
Reallowance |
|
Less
than $100,000 |
3.00% |
3.09% |
3.00 |
% |
|
$100,000
but less than $500,000 |
2.50% |
2.56% |
2.50 |
% |
|
$500,000
but less than $1 million |
1.25% |
1.27% |
1.25 |
% |
|
$1
million and more |
0.00% |
0.00% |
0.00 |
% |
(2) |
(1)Offering
price includes the front-end sales load. The sales charge you pay may differ
slightly from the amount set forth above because of rounding that occurs in the
calculation used to determine your sales charge.
(2)If
you purchase $1 million worth of shares or more, you will pay no initial sales
load. However, in this case, if you were to sell your shares within 24 months of
purchase, you would pay a CDSC of up to 1.00% of the value of the Class A shares
when they were purchased or the market value at the time of redemption,
whichever is less, unless the dealer of record waived its commission. A sales
charge does not apply to shares you purchase through reinvestment of dividends
or distributions. So, you never pay a CDSC on any increase in your investment
above the initial offering price.
The
Funds’ distributor will receive all initial sales charges for the purchase of
Class A shares of a Fund without a dealer of record.
Class
A Shares Sales Charge Reductions and Waivers
The
sales charge on Class A shares of the Funds may be reduced or waived based on
the type of transaction, the combined market value of your accounts or intended
investment, and for certain groups or classes of shareholders. If you believe
you are eligible for any of the following reductions or waivers, it is up to you
to ask the selling agent or shareholder servicing agent for the reduction or
waiver and to provide appropriate proof of eligibility. The programs described
below and others are explained in greater detail in the SAI.
Reinvested
Distributions:
You pay no sales charges on Class A shares you buy with reinvested distributions
from Class A distributions from the Funds.
Breakpoint
Thresholds:
You may reduce the sales charge on Class A shares by investing an amount to meet
one of the breakpoint thresholds indicated in the table above.
Account
Reinstatement:
You pay no sales charges on Class A shares you purchase with the proceeds of a
redemption of Class A shares of the Funds within 30 days of the date of the
redemption. To reinvest in Class A shares at NAV (without paying a sales
charge), you must notify the Funds in writing or notify your financial
intermediary.
Letter
of Intent (“LOI”):
By signing an LOI prior to purchase, you pay a lower sales charge now in
exchange for promising to invest an amount within the next 13 months sufficient
to meet one of the above breakpoint thresholds. The investment must satisfy the
initial purchase agreement. Reinvested distributions do not count as purchases
made during this period. The Funds will hold in escrow shares equal to
approximately 3.00% of the amount of shares you indicate you will buy in the
LOI. If you do not invest the amount specified in the LOI before the expiration
date, the Transfer Agent will redeem a sufficient amount of escrowed shares to
pay the difference between the reduced sales load you paid and the sales load
you would have paid based on the total amount actually invested in Class A
shares as of the expiration date. Otherwise, the Transfer Agent will release the
escrowed shares when you have invested the agreed amount. Any shares purchased
within 90 days of the date you sign the LOI may be used as credit toward
completion, but the reduced sales charge will only apply to new purchases made
on or after that date.
Rights
of Accumulation (“ROA”):
You may combine your new purchase of Class A shares with the Class A and Class C
shares currently owned for the purpose of qualifying for the lower sales charge
rates that apply to larger purchases. The applicable sales charge for the new
purchase will be based on the total of your current purchase and the value based
on the NAV at the close of business on the previous day of all other shares you
own. ROA allows you to combine the value of your account with the value of other
eligible accounts for purposes of meeting the breakpoint thresholds above. You
may also aggregate your eligible accounts with the eligible accounts of members
of your immediate family to obtain a breakpoint discount.
The
types of eligible accounts that may be aggregated to obtain the breakpoint
discounts described above include individual accounts, joint accounts and
certain IRAs. Eligible accounts also include accounts registered in the name of
your financial intermediary through which you own shares in the Funds. In
addition, a fiduciary can count all shares purchased for a trust, estate or
other fiduciary account (including one or more employee benefit plans of the
same employer) that has multiple accounts.
For
the purpose of obtaining a breakpoint discount or sales charge waiver, members
of your “immediate family” include those family members living in the same
household as you, such as your spouse, domestic partner, child, stepchild,
parent, sibling, grandchild and grandparent, in each case including in-law and
adoptive relationships.
A
financial intermediary may impose different sales load discounts. Sales load
discount variations specific to certain financial intermediaries are described
in Appendix A to this Prospectus. Investors who are converted from Institutional
Class shares by their financial intermediary will not be subject to a sales
load.
Certain
groups or classes of shareholders:
If you fall into any of the following categories, you can buy Class A shares at
NAV without a sales charge:
•Current
and retired employees, directors/trustees and officers of:
◦The
Trust;
◦The
Advisor and its affiliates; and
◦Immediate
family members of any of the above.
•Any
trust, pension, profit sharing or other benefit plan for current and retired
employees, directors/trustees and officers of the Advisor and its
affiliates.
•Current
employees of:
◦The
Transfer Agent;
◦Broker-dealers
who act as selling agents for the Funds; and
◦Immediate
family members of any of the above who live in the same household.
•Qualified
registered investment advisers who buy through a broker-dealer or service agent
who has entered into an agreement with the Funds’ distributor that allows for
load-waived Class A shares purchases.
•Qualified
broker-dealers who have entered into an agreement with the Funds’ distributor
that allows for load-waived Class A shares purchases and to self-directed
investment brokerage accounts that may or may not charge transaction fees to its
customers.
•The
Advisor’s clients, their employees and immediate family members of such
employees.
The
Trust also reserves the right to enter into agreements that reduce or eliminate
sales charges for groups or classes of shareholders, or for Fund shares included
in other investment plans such as “wrap accounts.” If you own Fund shares as
part of another account or package, such as an IRA or a sweep account, you
should read the terms and conditions that apply for that account. Those terms
and conditions may supersede the terms and conditions discussed here. Contact
your selling agent for further information.
A
financial intermediary may impose different sales load waivers. Sales load
waiver variations specific to certain financial intermediaries are described in
Appendix
A
to this Prospectus.
More
information regarding the Funds’ sales charges, breakpoint thresholds and
waivers is available in the SAI, which is available, free of charge on the
Funds’ website: www.shenkmancapital.com/mutual-funds/.
More
About Class C Shares
You
can buy Class C shares at the offering price, which is the NAV without an
up-front sales charge. As described earlier, Class C shares are
subject to a shareholder servicing plan fee calculated at an annual rate of
0.10% and a distribution and service (Rule 12b-1) fee calculated at an annual
rate of 1.00%, each of which are assessed against the average daily net assets
of each Fund. Of the 1.00% fee, an annual 0.75% distribution fee
compensates your financial intermediary for providing distribution services and
an annual 0.25% service fee compensates your financial intermediary for
providing ongoing service to you. The Advisor pays your financial
intermediary a 1.00% up-front sales commission, which includes an advance of the
first year’s distribution and service fees. The Advisor receives the
distribution and
service
fees from the Funds’ distributor in the first year to reimburse itself for
paying your financial intermediary a 1.00% up-front sales
commission.
If
you sell (redeem) your Class C shares within 18 months of purchase, you will
have to pay a CDSC of 1.00% which is applied to the NAV of the shares on the
date of original purchase or on the date of redemption, whichever is
less. For example, if you purchased $10,000 worth of shares, which
due to market fluctuation has appreciated to $15,000, the CDSC will be assessed
on your $10,000 purchase. If that same $10,000 purchase has
depreciated to $5,000, the CDSC will be assessed on the $5,000
value. For purposes of calculating the CDSC, the start of the
eighteen-month holding period is the first day of the month in which the
purchase was made. The Funds will use the first-in, first-out
(“FIFO”) method when taking the CDSC.
Investments
of $1 million or more for purchase into Class C will be
rejected. Your financial intermediary is responsible for placing
individual investments of $1 million or more into Class A.
Waiving
Your CDSC
The
CDSC may be waived for certain groups of classes of shareholders. If you fall
into any of the following categories, you can redeem Class C shares without a
CDSC:
•You
will not be assessed a CDSC on Fund shares you redeem that were purchased with
reinvested distributions.
•You
will not be assessed a CDSC on Fund shares redeemed for account and transaction
fees (e.g.,
returned investment fee) and redemptions through a systematic withdrawal
plan.
•The
Transfer Agent will waive the CDSC for all redemptions made because of scheduled
(Internal Revenue Code Section 72(t)(2) withdrawal schedule) or mandatory
(withdrawals of required minimum distribution for IRA and retirement accounts
pursuant to the Internal Revenue Code) distributions from traditional IRAs and
certain other retirement plans.
•The
Transfer Agent will waive the CDSC for redemptions made in the event of the last
surviving shareholder’s death or for a disability suffered after purchasing
shares. (“Disabled” is defined in Internal Revenue Code Section
72(m)(7)).
•The
Transfer Agent will waive the CDSC for redemptions made at the direction of the
Trust in order to, for example, complete a merger or effect a Fund
liquidation.
•The
Transfer Agent will waive the CDSC if the dealer of record waived its commission
with the Trust’s or Advisor’s approval.
The
Trust also reserves the right to enter into agreements that reduce or eliminate
the CDSC for groups or classes of shareholders, or for Fund shares included in
other investment plans such as “wrap accounts.” If you own Fund shares as part
of another account or package, such as an IRA or a sweep account, you should
read the terms and conditions that apply for that account. Those terms and
conditions may supersede the terms and conditions discussed here. Contact your
selling agent for further information. You must notify the Funds or your
financial intermediary if you are eligible for these sales charge waivers at the
time of your transaction.
A
financial intermediary may impose different CDSC waivers. CDSC waiver variations
specific to certain financial intermediaries are described in Appendix A to this
Prospectus.
More
About Class F Shares
Class
F shares of the Funds are retail shares that are offered without any sales
charge on purchases or sales and without any ongoing distribution and service
(Rule 12b-1) fee. As described earlier, Class F
shares
are subject to a shareholder service fee calculated at an annual rate of 0.10%
of the average daily net assets of each Fund. If you purchase Class F shares,
you will pay the NAV per share next determined after your order is
received.
You
may be required to pay commissions and/or other forms of compensation to a
broker for transactions in Class F shares, which are not reflected in the tables
or the examples above.
Class
F shares may also be available on brokerage platforms of firms that have
agreements with the Shenkman Capital Funds to offer such shares when acting
solely on an agency basis for the purchase or sale of such shares. If you
transact in Class F shares through one of these programs, you may be required to
pay a commission and/or other forms of compensation to the broker. Shares of the
Shenkman Capital Funds are available in other share classes that have different
fees and expenses.
How
to Buy Shares
Minimum
Investment.
The minimum initial and subsequent investment amounts are shown
below.
|
|
|
|
|
|
|
| |
Type
of Account |
To
Open Your Account |
To
Add to Your Account |
Class
A, Class C and Class F |
| |
Regular
Accounts |
$1,000 |
$100 |
Retirement
Accounts |
$1,000 |
$100 |
Class
F Only |
| |
Merrill
Lynch Private Bank Customers |
$250 |
None |
Institutional
Class |
| |
All
Accounts |
$1
million |
$100,000 |
The
Funds’ minimum investment requirements may be waived from time to time by the
Advisor in its discretion, including, but not limited to, for the following
types of shareholders:
•current
and retired employees, directors/trustees and officers of the Trust, the Advisor
and its affiliates and certain family members of each of them (i.e.,
spouse,
domestic partner, child, parent, sibling, grandchild and grandparent, in each
case including in-law, step and adoptive relationships);
•any
trust, pension, profit sharing or other benefit plan for current and retired
employees, directors/trustees and officers of the Advisor and its
affiliates;
•current
employees of the Transfer Agent, broker-dealers who act as selling agents for
the Funds, intermediaries that have marketing agreements in place with the
Advisor and the immediate family members of any of them;
•existing
clients of the Advisor, their employees and immediate family members of such
employees;
•registered
investment advisors who buy through a broker-dealer or service agent who has
entered into an agreement with the Funds’ distributor; and
•qualified
broker-dealers who have entered into an agreement with the Funds’
distributor.
Initial
Purchases.
To
buy shares of a Fund for the first time, you must complete an account
application and send it together with your check for the amount you wish to
invest in the Funds to the address below.
Account
applications are available on the Funds’ website at: www.shenkmancapital.com/mutual-funds/
or by calling 1‑855-SHENKMAN (1-855-743-6562).
Additional
Purchases.
To make additional investments once you have opened your account, write your
account number on the check and send it together with the Invest by Mail form
from the most recent confirmation statement received from the Funds’ Transfer
Agent. If you do not have the Invest by Mail form, include the Fund name, your
name, address, and account number on a separate piece of paper along with your
check. If your payment is returned for any reason, your purchase will be
canceled and a $25 fee will be assessed against your account by the Transfer
Agent. You may also be responsible for any loss sustained by the
Funds.
Payment
Information.
You may purchase shares of a Fund by check, by wire transfer, via electronic
funds transfer through the Automated Clearing House (“ACH”) network or through a
bank or through one or more brokers authorized by the Funds to receive purchase
orders. Please use the appropriate account application when purchasing by mail
or wire. If you have any questions or need further information about how to
purchase shares of the Funds, you may call a customer service representative of
the Funds toll-free at 1‑855-SHENKMAN (1-855-743-6562). The Funds reserve the
right to reject any purchase order. For example, a purchase order may be refused
if, in the Advisor’s opinion, it is so large that it would disrupt the
management of the Funds. Orders may also be rejected from persons believed by
the Funds to be “market timers.”
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, U.S. 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.
General
Information.
In compliance with the USA PATRIOT Act of 2001, please note that the Transfer
Agent will verify certain information on your account application as part of the
Trust’s Anti-Money Laundering Program. As requested on the account application,
you must provide 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. Please contact the Transfer
Agent at 1‑855-SHENKMAN (1-855-743-6562) if you need additional assistance when
completing your account application.
If
the Transfer Agent does not have a reasonable belief of the identity of an
investor, the account application will be rejected or the investor will not be
allowed to perform a transaction on the account until such information is
received. In the rare event that the Transfer Agent is unable to verify your
identity, the Fund reserves the right to redeem your account at the current
day’s net asset value.
Shares
of the Funds have not been registered for sale outside of the United States. The
Trust generally does not sell shares to investors residing outside of 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.
Purchasing
Shares by Mail
Please
complete the account application and mail it with your check, payable to the
Shenkman Capital Floating Rate High Income Fund or Shenkman Capital Short
Duration High Income Fund, to the Transfer Agent at the following
address:
Shenkman
Capital Funds
[Name
of Fund]
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
You
may not send an account application via overnight delivery to a United States
Postal Service post office box. If you wish to use an overnight delivery
service, send your account application and check to the Transfer Agent at the
following address:
Shenkman
Capital Funds
[Name
of Fund]
c/o
U.S. Bank Global Fund Services
615
East Michigan Street, 3rd
Floor
Milwaukee,
Wisconsin 53202
Note: 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 U.S. Bank Global Fund Services’ post office box, of
purchase orders or redemption requests does not constitute receipt by the
Transfer Agent. Receipt of purchase orders or redemption requests is based on
when the order is received at the Transfer Agent’s offices.
Purchasing
Shares by Telephone
If
you accepted telephone privileges on your account application, and your account
has been open for seven business days, you may purchase additional shares by
calling the Funds toll-free at 1‑855-SHENKMAN (1-855-743-6562). You may not make
your initial purchase of a Fund’s shares by telephone. Telephone orders will be
accepted via electronic funds transfer from your pre-designated bank account
through the ACH network. If an account has more than one owner or authorized
person, the Funds will accept telephone instructions from any one owner or
authorized person. You must have banking information established on your account
prior to making a telephone purchase. Only bank accounts held at domestic
institutions that are ACH members may be used for telephone transactions. If
your order is received prior to 4:00 p.m., Eastern Time, shares will be
purchased at the applicable price next calculated. For security reasons,
requests by telephone may be recorded. Once a telephone transaction has been
placed, it cannot be cancelled or modified after the close of regular trading on
the NYSE (generally, 4:00 p.m., Eastern Time).
Purchasing
Shares by Wire Transfer
If
you are making your initial investment in a Fund, the Transfer Agent must have
previously received a completed account application. You can mail or deliver
overnight 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 on your behalf. Once your account is established, you may
instruct your bank to send the wire. Your bank must include the name of the
Fund(s), your name and your account number so that monies can be correctly
applied. Your bank should transmit immediately available funds by wire
to:
U.S.
Bank National Association
777
East Wisconsin Avenue
Milwaukee,
Wisconsin 53202
ABA
No. 075000022
Credit:
U.S. Bancorp Fund Services, LLC
Account
No. 112-952-137
Further
Credit: [Name of Fund]
Shareholder
Registration: __________________
Shareholder
Account Number: ________________
If
you are making a subsequent purchase, your bank should wire funds as indicated
above. Before each wire purchase, you should be sure to notify the Transfer
Agent. It
is essential that your bank include complete information about your account in
all wire transactions.
If you have questions about how to invest by wire, you may call the Transfer
Agent at 1‑855-SHENKMAN (1-855-743-6562). Your bank may charge you a fee for
sending a wire payment to the Funds.
Wired
funds must be received prior to 4:00 p.m., Eastern Time to be eligible for same
day pricing. Neither the Funds nor U.S. Bank N.A. is responsible for the
consequences of delays resulting from the banking or Federal Reserve wire system
or from incomplete wiring instructions.
Automatic
Investment Plan
Once
your account has been opened with the initial minimum investment, you may make
additional purchases of shares of the Funds at regular intervals through the
Automatic Investment Plan (“AIP”). The AIP provides a convenient method to have
monies deducted from your bank account, for investment into a Fund on a monthly
or quarterly basis. In order to participate in the AIP, each purchase must be in
the amount of $100 or more, and your financial institution must be a member of
the ACH network. If your bank rejects your payment, the Transfer Agent will
charge a $25 fee to your account. To begin participating in the AIP, please
complete the Automatic Investment Plan section on the account application or
call the Transfer Agent at 1‑855-SHENKMAN (1-855-743-6562) with any questions.
Any request to change or terminate your AIP should be submitted to the Transfer
Agent at least five calendar days prior to the automatic investment
date.
Retirement
Accounts
The
Funds offer prototype documents for a variety of retirement accounts for
individuals and small businesses. Please call 1‑855-SHENKMAN (1-855-743-6562)
for information on:
•Individual
Retirement Plans, including Traditional IRAs and Roth IRAs.
•Small
Business Retirement Plans, including Simple IRAs and SEP IRAs.
There
may be special distribution requirements for a retirement account, such as
required distributions or mandatory Federal income tax withholdings. For more
information, call the number listed above. You may be charged a $15 annual
account maintenance fee for each retirement account up to a maximum of $30
annually and a $25 fee for transferring assets to another custodian or for
closing a retirement account. Fees charged by institutions may
vary.
Shareholders
who have an IRA or other retirement plan must indicate on their written
redemption request whether or not to withhold Federal income tax. Redemption
requests failing to indicate an election not to have tax withheld will generally
be subject to 10% withholding. If you hold your shares through an IRA or other
retirement plan account, you may redeem shares by telephone. Investors will be
asked whether or not to withhold Federal income taxes from any
distribution.
Purchasing
and Selling Shares through a Broker
You
may buy and sell shares of the Funds through certain brokers and financial
intermediaries (and their agents) (collectively, “Brokers”) that have made
arrangements with the Funds to sell their shares. When you place your order with
such a Broker, your order is treated as if you had placed it directly with the
Transfer Agent, and you will pay or receive the applicable price next calculated
by the Funds. Brokers may be authorized by the Funds’ principal underwriter to
designate other brokers and financial intermediates to accept orders on a Fund’s
behalf. An order is deemed to be received when a Fund, a Broker or, if
applicable, a Broker’s authorized designee accepts the order. The Broker holds
your shares in an omnibus account in the Broker’s name, and the Broker maintains
your individual ownership records. Either the Funds or the Advisor may pay the
Broker for maintaining these records as well as providing other shareholder
services. The Broker may charge you a fee for handling your order. The Broker is
responsible for processing your order correctly and promptly, keeping you
advised regarding the status of your individual account, confirming your
transactions and ensuring that you receive copies of the Funds’
Prospectus.
How
to Sell Shares
You
may sell (redeem) your Fund shares on any day the Funds and the NYSE are open
for business either directly to the Funds or through your financial
intermediary.
In
Writing
You
may redeem your shares by simply sending a written request to the Transfer
Agent. You should provide your account number and state whether you want all or
some of your shares redeemed. The letter should be signed by all of the
shareholders whose names appear on the account registration and include a
signature guarantee(s), if necessary. You should send your redemption request
to:
|
|
|
|
| |
Regular
Mail |
Overnight
Express Mail |
[Name
of Shenkman Capital Fund] |
[Name
of Shenkman Capital Fund] |
c/o
U.S. Bank Global Fund Services |
c/o
U.S. Bank Global Fund Services |
P.O.
Box 701 |
615
East Michigan Street, 3rd
Floor |
Milwaukee,
Wisconsin 53201-0701 |
Milwaukee,
Wisconsin 53202 |
NOTE: 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 U.S. Bank Global Fund Services’ post office box, of
purchase orders or redemption requests does not constitute receipt by the
Transfer Agent. Receipt of purchase orders or redemption requests is based on
when the order is received at the Transfer Agent’s offices.
By
Telephone
If
you accepted the telephone privileges on your account application, you may
redeem your shares for amounts up to $100,000, by calling the Transfer Agent at
1‑855-SHENKMAN (1-855-743-6562) before the close of trading on the NYSE (which
is generally 4:00 p.m., Eastern Time). If an account has more than one
owner or authorized person, the Funds will accept telephone instructions from
any one owner or authorized person. Redemption proceeds will be processed on the
next business day and sent to the address that appears on the Transfer Agent’s
records or via ACH to a previously established bank account. If you request,
redemption proceeds will be wired on the next business day to the bank account
you designated on the account application. The minimum amount that may be wired
is $1,000. A wire fee of $15 will be deducted from your redemption proceeds for
complete redemptions and share specific trades. In the case of a partial
redemption, the fee will be deducted from the remaining account balance.
Telephone redemptions cannot be made if you notified the Transfer Agent of a
change of address within 15 calendar days before the redemption request.
You
may request telephone redemption privileges after your account is opened by
calling the Transfer Agent at 1‑855-SHENKMAN (1-855-743-6562) for
instructions.
You
may encounter higher than usual call wait times during periods of high market
activity. Please allow sufficient time to ensure that you will be able to
complete your telephone transaction prior to market close. If you are unable to
contact the Funds by telephone, you may mail your redemption request in writing
to the address noted above. Once a telephone transaction has been placed, it may
not be canceled or modified after the close of regular trading on the NYSE
(generally 4:00 p.m. Eastern Time).
Payment
of Redemption Proceeds
As
discussed above, you may receive proceeds of your sale in a check, ACH, or
federal wire transfer. The Funds typically expect that they will take one to
three days following the receipt of your redemption request in good order, to
pay out redemption proceeds. However, while not expected, payment of redemption
proceeds may take up to seven days if sending proceeds earlier could adversely
affect the Funds. If you did not purchase your shares with a wire payment, the
Funds may delay payment of your redemption proceeds for up to 15 calendar
days from purchase or until your purchase amount has cleared, whichever occurs
first.
The
Funds typically expect that a Fund will hold cash or other liquid investments to
meet redemption requests. The Funds may also use the proceeds from the sale of
other portfolio securities to meet redemption requests if consistent with the
management of the Fund. These redemption methods will be used regularly and may
also be used in unusual market conditions.
The
Funds reserve the right to redeem in-kind as described under “Redemption
‘In-Kind’” below. Redemptions in-kind are typically used to meet redemption
requests that represent a large percentage of a Fund’s net assets in order to
minimize the effect of large redemptions on the Fund and its remaining
shareholders. Redemptions in-kind are typically only used in unusual market
conditions. The Funds have in place lines of credit that may be used to meet
redemption requests during unusual market conditions.
Systematic
Withdrawal Plan
As
another convenience, you may redeem a Fund’s shares through the Systematic
Withdrawal Plan (“SWP”). Under the SWP, shareholders or their financial
intermediaries may request that a payment drawn in a predetermined amount be
sent to them on a monthly, quarterly or annual basis. In order to participate in
the SWP, your account balance must be at least $50,000 for the Funds and each
withdrawal amount must be for a minimum of $1,000. If you elect this method of
redemption, a Fund will send a check directly to your address of record or will
send the payment directly to your bank account via electronic funds transfer
through the ACH network. For payment through the ACH network, your bank must be
an ACH member and your bank account information must be previously established
on your account. The SWP may be terminated at any time by a Fund.
You
may also elect to terminate your participation in the SWP by communicating in
writing or by telephone to the Transfer Agent no later than five days before the
next scheduled withdrawal at:
|
|
|
|
| |
Regular
Mail |
Overnight
Express Mail |
Shenkman
Capital Funds |
Shenkman
Capital Funds |
[Name
of the Fund] |
[Name
of the Fund] |
c/o
U.S. Bank Global Fund Services |
c/o
U.S. Bank Global Fund Services |
P.O.
Box 701 |
615
East Michigan Street, 3rd
Floor |
Milwaukee,
Wisconsin 53201-0701 |
Milwaukee,
Wisconsin 53202 |
A
withdrawal under the SWP involves a redemption of shares and may result in a
gain or loss for federal income tax purposes. In addition, if the amount
withdrawn exceeds the dividends credited to your account, the account ultimately
may be depleted. To establish an SWP, an investor must complete the appropriate
sections of the account application. For additional information on the SWP,
please call the Transfer Agent at 1‑855-SHENKMAN (1-855-743-6562).
Redemption
“In-Kind”
The
Funds reserve the right to pay redemption proceeds to you in whole or in part by
a distribution of securities from a Fund’s portfolio (a “redemption in-kind”).
It is not expected that a Fund would do so except during unusual market
conditions. A redemption, whether in cash or in-kind, would be a taxable event
for you. If a Fund pays your redemption proceeds by a distribution of
securities, you could incur brokerage or other charges in converting the
securities to cash and will bear any market risks associated with such
securities until they are converted into cash.
Signature
Guarantees
A
signature guarantee, from either a Medallion program member or non-Medallion
program member, is required in the following situations:
•When
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.
In
addition to the situations described above, the Funds and/or the Transfer Agent
may require a signature guarantee or signature validation program stamp in other
instances based on the facts and circumstances. Non-financial transactions,
including establishing or modifying certain services on an account, may also
require a signature guarantee, signature verification from a Signature
Validation Program member, or other acceptable form of authentication from a
financial institution source.
Signature
guarantees will generally be accepted from domestic banks, brokers, dealers,
credit unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations, as well as from
participants in the New York Stock Exchange Medallion Signature Program and the
Securities Transfer Agents Medallion Program. A
notary public is not an acceptable signature guarantor.
Other
Information about Redemptions
Involuntary
Redemption.
The Funds may redeem the shares in your account if the value of your account is
less than $1,000 for Class A, Class C and Class F shares or $1 million for
Institutional Class shares as a result of redemptions you have made. This does
not apply to retirement plan or Uniform Gifts or Transfers to Minors Act
accounts. You will be notified that the value of your account is less than the
applicable amount described above before the Funds make an involuntary
redemption. You will then have 30 days in which to make an additional
investment to bring the value of your account to at least the applicable amount
described above before the Funds take any action.
Withholding
Taxes.
Shareholders who have an IRA or other retirement plan must indicate on their
redemption request whether or not to withhold federal income tax. Redemption
requests failing to indicate an election not to have tax withheld will generally
be subject to 10% withholding.
Redemption
Fees.
The sale of Fund shares is subject to a redemption fee of 1.00% of the current
NAV of shares redeemed within 30 days or less from the date of purchase. See
“Tools to Combat Frequent Transactions” for more information about redemption
fees.
Exchange
Privilege
As
a shareholder, you have the privilege of exchanging shares between the Floating
Rate Fund and the Short Duration Fund. However, you should note the following:
•Exchanges
may only be made between like share classes;
•You
may only exchange between accounts that are registered in the same name,
address, and taxpayer identification number;
•Before
exchanging into the other fund, read a description of the fund in this
Prospectus;
•Exchanges
are considered a sale and purchase of Fund shares for tax purposes and may be
taxed as short-term or long-term capital gain or loss depending on the period
shares are held, subject to the deductibility of losses;
•The
Funds reserve the right to refuse exchange purchases by any person or group if,
in the Advisor’s judgment, a Fund would be unable to invest the money
effectively in accordance with its investment objective and policies, or would
otherwise potentially be adversely affected; and
•If
you accepted telephone options on your account application, you can make a
telephone request to exchange your shares for an additional $5 fee;
•Redemption
fees will not be assessed when an exchange occurs between the Funds;
and
•The
minimum exchange amount between existing accounts invested in the Funds is the
minimum subsequent investment amount for your share class and your type of
account.
You
may make exchanges of your shares between the Funds by telephone, in writing or
through your Broker.
Conversions
You
may be able to convert your shares of a Fund to a different share class of the
same Fund that has a lower expense ratio provided certain conditions are met,
including that you meet the then-applicable eligibility requirements for
investment in the class into which you wish to convert your shares. This
conversion feature is intended for shares held through a financial intermediary
offering a fee-based or wrap fee program that has an agreement with the Advisor
or the Distributor specific for this purpose. Generally, Class A shares and
Class C shares are not eligible for conversion until the applicable CDSC period
has expired. Please contact your financial intermediary for additional
information. Not all share classes are available through all
intermediaries.
Investors
who hold Institutional Class shares of a Fund through a financial intermediary’s
fee-based program, but who subsequently become ineligible to participate in the
program or withdraw from the program (while continuing their relationship with
the financial intermediary as a brokerage client), may be subject to conversion
of their Institutional Class shares by their financial intermediary to another
class of shares of the Fund having expenses (including Rule 12b-1 fees) that may
be higher than the expenses of the Institutional Class shares. Investors should
contact their financial intermediary to obtain information about their
eligibility for the financial intermediary’s fee-based program and the class of
shares they would receive upon such a conversion.
If
you wish to convert your shares of a Fund to a different share class of the same
Fund, you must contact the Fund at 1‑855-SHENKMAN (1-855-743-6562) or contact
your financial intermediary. The
conversion
will occur at the respective net asset value of each class as of the conversion
date without the imposition of any fee or other charges by a Fund. Please
contact your financial intermediary about any fees that it may charge. A
conversion from Class A, Class C or Class F shares of a Fund to Institutional
Class shares of a Fund, and a conversion from Class A or Class C shares of a
Fund to Class F shares of a Fund, is not expected to result in realization of a
capital gain or loss for federal income tax purposes.
DIVIDENDS
AND DISTRIBUTIONS
The
Funds will generally make distributions of any net investment income monthly and
any realized net capital gains at least annually. A Fund may make an additional
payment of net investment income or distribution of capital gains if it deems it
desirable at any other time of the year.
All
distributions will be reinvested in the same class of such Fund’s shares unless
you choose one of the following options: (1) receive dividends in cash
while reinvesting capital gain distributions in additional Fund shares;
(2) reinvest dividends in additional Fund shares and receive capital gains
in cash; or (3) receive all distributions in cash. You may change your
dividend and capital gains distribution option in writing or by telephone at
least five days prior to the distribution. Dividends are taxable whether
received in cash or reinvested in additional shares.
If
you elect to receive distributions in cash and the U.S. Postal Service cannot
deliver the check, or if a check remains outstanding for six months, the Funds
reserve the right to reinvest the distribution check in your account, at the
applicable Fund’s current NAV per share, and to reinvest all subsequent
distributions. Any dividend or capital gain distribution paid by the Funds has
the effect of reducing the NAV per share on the ex-dividend date by the amount
of the dividend or capital gain distribution. You should note that a dividend or
capital gain distribution paid on shares purchased shortly before that dividend
or capital gain distribution was declared will be subject to income taxes even
though the dividend or capital gain distribution represents, in an economic
sense, a partial return of capital to you.
TOOLS
TO COMBAT FREQUENT TRANSACTIONS
The
Board has adopted policies and procedures to prevent frequent transactions in
the Funds. The Funds discourage excessive, short-term trading and other abusive
trading practices that may disrupt portfolio management strategies and harm the
Funds’ performance. The Funds may decide to restrict purchase and sale activity
in their shares based on various factors, including whether frequent purchase
and sale activity will disrupt portfolio management strategies and adversely
affect a Fund’s performance or whether the shareholder has conducted four round
trip transactions within a 12-month period. The Funds take steps to reduce the
frequency and effect of these activities in the Funds. These steps include
imposing a redemption fee, monitoring trading practices and using fair value
pricing. Although these efforts (which are described in more detail below) are
designed to discourage abusive trading practices, these tools cannot eliminate
the possibility that such activity may occur. Further, while the Funds make
efforts to identify and restrict frequent trading, the Funds receive purchase
and sale orders through financial intermediaries and cannot always know or
detect frequent trading that may be facilitated by the use of intermediaries or
the use of group or omnibus accounts by those intermediaries. Each Fund seeks to
exercise its judgment in implementing these tools to the best of its abilities
in a manner that the Funds believe is consistent with shareholder
interests.
Redemption
Fees. Each
Fund charges a 1.00% redemption fee on the redemption of Fund shares held for 30
days or less. This fee (which is paid into the Funds) is imposed in order to
help offset the transaction costs and administrative expenses associated with
the activities of short-term “market timers” that engage
in
the frequent purchase and sale of Fund shares. The FIFO method is used to
determine the holding period; this means that if you bought shares on different
days, the shares purchased first will be redeemed first for the purpose of
determining whether the redemption fee applies. The redemption fee is deducted
from your proceeds and is retained by the Funds for the benefit of their
long-term shareholders. Redemption fees will not apply to shares acquired
through the reinvestment of dividends or through shares associated with any of
the Funds’ systematic programs. Although the Funds have the goal of applying the
redemption fee to most redemptions, the redemption fee may not be assessed in
certain circumstances where it is not currently practicable for the Funds to
impose the fee, such as redemptions of shares held in certain omnibus accounts
or retirement plans.
The
Funds’ redemption fee will not apply to broker wrap-fee programs. Additionally,
the Funds’ redemption fee will not apply to the following types of
transactions:
•premature
distributions from retirement accounts due to the disability or death of the
shareholder;
•minimum
required distributions from retirement accounts;
•redemptions
resulting in the settlement of an estate due to the death of the shareholder;
•shares
acquired through reinvestment of distributions (dividends and capital gains);
and
•redemptions
initiated through an automatic withdrawal plan.
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 shareholders. The Fund may decide to restrict purchase and sale activity in
its shares based on various factors, including whether frequent purchase and
sale activity will disrupt portfolio management strategies and adversely affect
the Fund’s performance or whether the shareholder has conducted four round trip
transactions within a 12-month period. Due to the complexity and subjectivity
involved in identifying abusive trading activity and the volume of shareholder
transactions the Funds handle, there can be no assurance that the Funds’ efforts
will identify all trades or trading practices that may be considered abusive. In
addition, the Funds’ ability to monitor trades that are placed by individual
shareholders within group or omnibus accounts maintained by financial
intermediaries is limited because the Funds do not have simultaneous access to
the underlying shareholder account information.
In
compliance with Rule 22c-2 of the Investment Company Act of 1940, as amended,
the Funds’ distributor, Quasar Distributors, LLC (“Quasar” or the
“Distributor”), on behalf of the Funds, has entered into written agreements with
each of the Funds’ financial intermediaries, under which the intermediary must,
upon request, provide the Funds with certain shareholder and identity trading
information so that the Funds can enforce their market timing
policies.
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 Advisor has developed
procedures which utilize fair value pricing when reliable market quotations are
not readily available or the Funds’ pricing service, if applicable, does not
provide a valuation (or provides a valuation that in the judgment of the Advisor
to the Funds does not represent the security’s fair value), or when, in the
judgment of the Advisor, events have rendered the market value unreliable.
Valuing securities at fair value involves reliance on judgment. Fair value
determinations are made in good faith in accordance with procedures adopted by
the Advisor. 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 a Fund determines its NAV per share. The Board has designated
the Advisor as its “valuation designee” under Rule 2a-5 of the 1940 Act, subject
to its oversight.
Fair
value pricing may be applied to non-U.S. securities. The trading hours for most
non-U.S. securities end prior to the close of the NYSE, the time that each
Fund’s NAV is calculated. The occurrence of certain events after the close of
non-U.S. markets, but prior to the close of the NYSE (such as a significant
surge or decline in the U.S. market) often will result in an adjustment to the
trading prices of non-U.S. securities when non-U.S. markets open on the
following business day. If such events occur, each Fund may value non-U.S.
securities at fair value, taking into account such events, when it calculates
its NAV. Other types of securities that the Funds may hold for which fair value
pricing might be required include, but are not limited to: (a) investments
which are frequently traded and/or the market price of which the Advisor
believes may be stale; (b) illiquid securities, including “restricted”
securities and private placements for which there is no public market;
(c) securities of an issuer that has entered into a restructuring;
(d) securities whose trading has been halted or suspended; and
(e) fixed-income securities that have gone into default and for which there
is not a current market value quotation.
More
detailed information regarding fair value pricing can be found under the heading
titled, “Pricing of Fund Shares.”
TAX
CONSEQUENCES
Each
Fund has elected and intends to continue to qualify to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the “Code”). As a regulated investment company, a Fund will not be
subject to federal income tax if it distributes its taxable income as required
by the tax law and satisfies certain other requirements that are described in
the SAI.
Each
Fund typically makes distributions of dividends and capital gains. Dividends are
taxable to you as ordinary income (or in some cases as qualified dividend
income) depending on the source of such income to the Funds and the holding
period of a Fund for its dividend-paying securities and of you for your Fund
shares. The rate you pay on capital gain distributions will depend on how long a
Fund held the securities that generated the gains, not on how long you owned
your Fund shares. You will be taxed in the same manner whether you receive your
dividends and capital gain distributions in cash or reinvest them in additional
Fund shares. Distributions will be taxable to you even if made during periods in
which the Fund’s share price has declined. Due to the nature of the Funds’
investments, it is not anticipated that much, if any, of the dividends from the
Funds will be qualified dividend income eligible for taxation at long-term
capital gain rates for individual investors. A 3.8% surtax applies to net
investment income (which generally will include dividends and capital gains from
an investment in the Funds) of shareholders with adjusted gross incomes over
$200,000 for single filers and $250,000 for married joint filers. Although
distributions are generally taxable when received, certain distributions
declared in October, November, or December to shareholders of record on a
specified date in such a month but paid in the following January are taxable as
if received the prior December.
By
law, the Funds must withhold as backup withholding, at a rate under section 3406
of the Code, from your taxable distributions and redemption proceeds if you do
not provide your correct Social Security or taxpayer identification number and
certify that you are not subject to backup withholding, or if the Internal
Revenue Service instructs the Funds to do so.
Sale
of your Fund shares is a taxable event for you. Depending on the purchase and
sale price of the shares you sell, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transaction. The Code limits the deductibility of capital losses in certain
circumstances.
Additional
information concerning taxation of the Funds and their shareholders is contained
in the SAI. Tax consequences are not the primary consideration of the Funds in
making their investment decisions. You should consult your own tax adviser
concerning federal, state and local taxation of distributions from the
Funds.
DISTRIBUTION
OF FUND SHARES
Shares
of the Funds are offered on a continuous basis.
Quasar
Distributors, LLC, is the distributor for the shares of the Funds. Quasar may
enter into arrangements with banks, broker-dealers and other financial
institutions through which investors may purchase or redeem Fund shares. Quasar
is a registered broker-dealer and a member of the Financial Industry Regulatory
Authority, Inc.
Distribution
and Service (Rule 12b-1) Plan
The
Trust has adopted a plan pursuant to Rule 12b-1 that allows the Funds’ Class A
and Class C shares to pay distribution and service fees for the sale,
distribution and servicing of their shares. The plan provides for the payment of
a distribution and service fee at the annual rate of 0.25% of average daily net
assets of a Fund’s Class A shares and 1.00% of average daily net assets of a
Fund’s Class C shares. Because these fees are paid out of a Fund’s assets, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.
Shareholder
Servicing Plan
Under
a Shareholder Servicing Plan, the Funds’ Class A, Class C and Class F shares
will each pay service fees at an annual rate of up to 0.10% of average daily net
assets to intermediaries such as banks, broker-dealers, financial advisers or
other financial institutions, for sub-administration, sub-transfer agency and
other shareholder services associated with shareholders whose shares are held of
record in omnibus, other group accounts or accounts traded through registered
securities clearing agents. As these fees are paid out of a Fund’s assets, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.
The
Funds have policies and procedures in place for the monitoring of payments to
broker-dealers and other financial intermediaries for distribution-related
activities and the following non-distribution activities: sub-transfer agent,
administrative, and other shareholder servicing services.
Service
Fees – Other Payments to Third Parties
The
Advisor, out of its own resources, and without additional cost to the Funds or
its shareholders, may provide additional cash payments or non-cash compensation
to intermediaries who sell shares of the Funds. These additional cash payments
are generally made to intermediaries that provide shareholder servicing,
marketing support and/or access to sales meetings, sales representatives and
management representatives of the intermediary. Cash compensation may also be
paid to intermediaries for inclusion of the Funds on a sales list, including a
preferred or select sales list, in other sales programs or as an expense
reimbursement in cases where the intermediary provides shareholder services to
the Funds’ shareholders. The Advisor may also pay cash compensation in the form
of finder’s fees that vary depending on the Funds and the dollar amount of the
shares sold.
General
Policies
Some
of the following policies are mentioned above. In general, the Funds reserve the
right to:
•Refuse,
change, discontinue, or temporarily suspend account services, including
purchase, or telephone redemption privileges, for any reason;
•Reject
any purchase request for any reason. Generally, the Funds will do this if the
purchase is disruptive to the efficient management of the Funds (due to the
timing of the investment or an investor’s history of excessive
trading);
•Redeem
all shares in your account if your balance falls below $1,000 for Class A, Class
C or Class F shares or $1 million for Institutional Class shares due to
redemption activity. If, within 30 days of a Fund’s written request, you have
not increased your account balance, you may be required to redeem your shares. A
Fund will not require you to redeem shares if the value of your account drops
below the investment minimum due to fluctuations of NAV; and
•Reject
any purchase or redemption request that does not contain all required
documentation.
If
you elect telephone privileges on the account application, you may be
responsible for any fraudulent telephone orders as long as the Funds have taken
reasonable precautions to verify your identity. If an account has more than one
owner or authorized person, the Fund will accept telephone instructions from any
one owner or authorized person. 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).
Telephone
trades must be received by or prior to market close. During periods of high
market activity, shareholders may encounter higher than usual call wait times.
Please allow sufficient time to ensure that you will be able to complete your
telephone transaction prior to market close. If you are unable to contact the
Funds by telephone, you may also mail your request to the Funds at the address
listed under “How to Buy Shares.”
Your
financial intermediary may establish policies that differ from those of the
Funds. For example, the organization 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. Contact your financial
intermediary for details.
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 the Funds are unable to locate the
shareholder, then it will determine whether the shareholder’s account can
legally be considered abandoned. Your mutual fund account may be
transferred to the state government of your state of residence if no activity
occurs within your account during the “inactivity period” specified in your
state’s abandoned property laws. The 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
1-855-SHENKMAN (1-855-743-6562) 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.
Fund
Mailings
Statements
and reports that the Funds send to you include the following:
•Confirmation
statements (after every transaction that affects your account balance or your
account registration);
•Annual
and semi-annual shareholder reports (every six months); and
•Quarterly
account statements.
Householding
In
an effort to decrease costs, the Funds intend to reduce the number of duplicate
prospectuses, supplements, proxy statements and certain other regulatory
documents you receive by sending only one copy of each to those addresses shared
by two or more accounts and to shareholders the Transfer Agent reasonably
believes are from the same family or household. Once implemented, if you would
like to discontinue householding for your accounts, please call toll-free at
1‑855-SHENKMAN (1-855-743-6562) to request individual copies of documents. Once
the Transfer Agent receives notice to stop householding, the Transfer Agent will
begin sending individual copies thirty days after receiving your request. This
policy does not apply to account statements.
INDEX
DESCRIPTIONS
Please
note that you cannot invest directly in an index, although you may invest in the
underlying securities represented in the index.
The
ICE
BofA
0-3 Year U.S. Treasury Index (G1QA)
tracks the performance of U.S. dollar denominated sovereign debt publicly issued
by the U.S. government in its domestic market with maturities less than three
years. It is unmanaged, not available for direct investment and does not reflect
deductions for fees or expenses.*
The
ICE
BofA
0-2 Year Duration BB-B U.S. High Yield Constrained Index
(H42C)
consists of all securities in the ICE BofA BB-B U.S. High Yield Index (HUC4)
that have a duration-to-worst of 2 years or less. The HUC4 index is a subset of
the ICE BofA U.S. High Yield Index (H0A0) that includes all securities in the
H0A0 rated BB1 through B3, inclusive, based on an average of Moody’s, S&P
and Fitch, but caps issuer exposure at 2%. The ICE BofA U.S. High Yield Index
(H0A0) tracks the performance of U.S. dollar denominated below investment grade
corporate debt publicly issued in the U.S. domestic market. The H0A0, H42C and
HUC4 indexes are unmanaged, not available for direct investment and do not
reflect deductions for fees or expenses.*
The
Morningstar
LSTA US B- Ratings and Above Loan Index
tracks the current outstanding balance and spread over LIBOR for fully funded
institutional term loans that are rated B- or above and syndicated to U.S. loan
investors. It is unmanaged, not available for direct investment and does not
reflect deductions for fees or expenses.
The
Morningstar
LSTA US Leveraged Loan Index
is a market-value weighted index designed to measure the performance of the US
leveraged loan market. It is unmanaged, not available for direct investment and
does not reflect deductions for fees or expenses.
____________________________
*Source
ICE Data Indices, LLC (“ICE BofA”), used with permission. ICE BofA PERMITS USE
OF THE ICE BofA INDICES AND RELATED DATA ON AN “AS IS” BASIS, MAKES NO
WARRANTIES REGARDING SAME, DOES NOT GUARANTEE THE SUITABILITY, QUALITY,
ACCURACY, TIMELINESS, AND/OR COMPLETENESS OF THE BofA INDICES OR ANY DATA
INCLUDED IN, RELATED TO, OR DERIVED THEREFROM, ASSUMES NO LIABILITY IN
CONNECTION WITH THE USE OF THE FOREGOING, AND DOES NOT SPONSOR, ENDORSE, OR
RECOMMEND SHENKMAN CAPITAL MANAGEMENT, INC., OR ANY OF ITS PRODUCTS OF
SERVICES.
FINANCIAL
HIGHLIGHTS
The
financial highlights table is intended to help you understand each Fund’s
financial performance for the period of the Fund’s operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Tait, Weller & Baker
LLP, an independent registered public accounting firm, whose report, along with
the Funds’ financial statements, are included in the Funds’ annual
report
dated September 30, 2022, which is available upon request.
For
a share outstanding throughout each year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
| |
Floating
Rate Fund – Class F |
Year
Ended September 30, |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
| 2018 |
|
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
| |
Net
asset value, beginning of year |
$9.50 |
| $9.22 |
| $9.56 |
| $9.80 |
| $9.74 |
|
|
|
|
|
|
|
|
|
|
| |
Income
from investment operations:
|
|
|
|
|
|
|
|
|
| |
Net
investment income |
0.37(1) |
|
0.30(1) |
|
0.41(1) |
| 0.50 |
| 0.44 |
|
Net
realized and unrealized gain/(loss) on investments |
(0.67) |
| 0.29 |
| (0.34) |
| (0.24) |
| 0.05 |
|
Total
from investment operations |
(0.30) |
| 0.59 |
| 0.07 |
| 0.26 |
| 0.49 |
|
|
|
|
|
|
|
|
|
|
| |
Less
distributions: |
|
|
|
|
|
|
|
|
| |
From
net investment income |
(0.37) |
| (0.31) |
| (0.42) |
| (0.50) |
| (0.43) |
|
Total
distributions |
(0.37) |
| (0.31) |
| (0.42) |
| (0.50) |
| (0.43) |
|
|
|
|
|
|
|
|
|
|
| |
Redemption
fees retained |
0.00(1)(2) |
|
0.00(1)(2) |
|
0.01(1) |
| — |
|
| — |
| |
|
|
|
|
|
|
|
|
|
| |
Net
asset value, end of year |
$8.83 |
| $9.50 |
| $9.22 |
| $9.56 |
| $9.80 |
|
|
|
|
|
|
|
|
|
|
| |
Total
Return |
-3.26% |
| 6.44% |
| 1.04% |
| 2.69% |
| 5.12% |
|
|
|
|
|
|
|
|
|
|
| |
Supplemental
Data and Ratios: |
|
|
|
|
|
|
|
|
| |
Net
assets, end of year (thousands) |
$9,141 |
| $10,312 |
| $2,265 |
| $5,856 |
| $5,119 |
|
|
|
|
|
|
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
|
|
|
|
|
| |
Before
advisory fee waiver |
0.71% |
| 0.82% |
| 0.78% |
| 0.77% |
| 0.76% |
|
After
advisory fee waiver |
0.54% |
| 0.60% |
| 0.56% |
| 0.57% |
| 0.58% |
|
|
|
|
|
|
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
|
|
|
|
|
| |
Before
advisory fee waiver |
3.78% |
| 2.92% |
| 4.12% |
| 4.93% |
| 4.31% |
|
After
advisory fee waiver |
3.95% |
| 3.14% |
| 4.34% |
| 5.13% |
| 4.49% |
|
|
|
|
|
|
|
|
|
|
| |
Portfolio
turnover rate |
39% |
| 59% |
| 47% |
| 28% |
| 51% |
|
(1) Based
on average shares outstanding.
(2) Amount
is less than $0.01 per share.
For
a share outstanding throughout each year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Floating
Rate Fund – Institutional Class |
Year
Ended September 30, |
| |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
| 2018 |
|
| |
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
| |
Net
asset value, beginning of year |
$9.50 |
| $9.22 |
| $9.56 |
| $9.80 |
| $9.75 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
|
| |
Net
investment income |
0.37(1) |
|
0.31(1) |
|
0.40(1) |
| 0.51 |
| 0.44 |
|
| |
Net
realized and unrealized gain/(loss) on investments |
(0.67) |
| 0.28 |
| (0.32) |
| (0.25) |
| 0.04 |
|
| |
Total
from investment operations |
(0.30) |
| 0.59 |
| 0.08 |
| 0.26 |
| 0.48 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Less
distributions: |
|
|
|
|
|
|
|
|
|
|
| |
From
net investment income |
(0.37) |
| (0.31) |
| (0.42) |
| (0.50) |
| (0.43) |
|
| |
Total
distributions |
(0.37) |
| (0.31) |
| (0.42) |
| (0.50) |
| (0.43) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Redemption
fees retained |
0.00(1)(2) |
|
0.00(1)(2) |
|
0.00(1)(2) |
|
0.00(2) |
| — |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Net
asset value, end of year |
$8.83 |
| $9.50 |
| $9.22 |
| $9.56 |
| $9.80 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Total
Return |
-3.26% |
| 6.48% |
| 0.94% |
| 2.82% |
| 5.04% |
^ |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Supplemental
Data and Ratios: |
|
|
|
|
|
|
|
|
|
|
| |
Net
assets, end of year (thousands) |
$289,962 |
| $277,303 |
| $230,854 |
| $228,454 |
| $287,237 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
|
|
|
|
|
|
|
| |
Before
advisory fee waiver |
0.71% |
| 0.76% |
| 0.76% |
| 0.74% |
| 0.71% |
|
| |
After
advisory fee waiver |
0.54% |
| 0.54% |
| 0.54% |
| 0.54% |
| 0.54% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
|
|
|
|
|
|
|
| |
Before
advisory fee waiver |
3.83% |
| 3.05% |
| 4.14% |
| 4.97% |
| 4.24% |
|
| |
After
advisory fee waiver |
4.00% |
| 3.27% |
| 4.36% |
| 5.17% |
| 4.41% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Portfolio
turnover rate |
39% |
| 59% |
| 47% |
| 28% |
| 51% |
|
| |
^
Performance presented includes a 9/30/2017 trade date adjustment to net asset
value per share.
(1)
Based on average shares outstanding.
(2)
Amount is less than $0.01 per share.
For
a share outstanding throughout each year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Short
Duration Fund – Class A |
Year
Ended September 30, |
| |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
| 2018 |
|
| |
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
| |
Net
asset value, beginning of year |
$10.09 |
| $9.93 |
| $10.06 |
| $10.00 |
| $10.07 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
|
| |
Net
investment income |
0.30(1) |
|
0.26(1) |
|
0.31(1) |
| 0.36 |
| 0.32 |
|
| |
Net
realized and unrealized gain/(loss) on investments |
(0.79) |
| 0.16 |
| (0.13) |
| 0.06 |
| (0.07) |
|
| |
Total
from investment operations |
(0.49) |
| 0.42 |
| 0.18 |
| 0.42 |
| 0.25 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Less
distributions: |
|
|
|
|
|
|
|
|
|
|
| |
From
net investment income |
(0.30) |
| (0.26) |
| (0.31) |
| (0.36) |
| (0.32) |
|
| |
Total
distributions |
(0.30) |
| (0.26) |
| (0.31) |
| (0.36) |
| (0.32) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Redemption
fees retained |
0.00(1)(2) |
|
0.00(1)(2) |
|
0.00(1)(2) |
|
0.00(2) |
|
0.00(2) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Net
asset value, end of year |
$9.30 |
| $10.09 |
| $9.93 |
| $10.06 |
| $10.00 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Total
Return |
-4.99% |
| 4.25% |
| 1.86% |
| 4.33% |
| 2.56% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Supplemental
Data and Ratios: |
|
|
|
|
|
|
|
|
|
|
| |
Net
assets, end of year (thousands) |
$20,992 |
| $20,580 |
| $15,946 |
| $13,407 |
| $13,160 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Ratio
of expenses to average net assets: |
|
|
|
|
|
|
|
|
|
|
| |
Before
advisory fee waiver |
0.96% |
| 0.98% |
| 1.02% |
| 1.03% |
| 1.01% |
|
| |
After
advisory fee waiver |
0.95% |
| 0.96% |
| 0.97% |
| 0.96% |
| 0.95% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Ratio
of net investment income to average net assets: |
|
|
|
|
|
|
|
|
|
|
| |
Before
advisory fee waiver |
3.03% |
| 2.59% |
| 3.06% |
| 3.61% |
| 3.25% |
|
| |
After
advisory fee waiver |
3.04% |
| 2.61% |
| 3.11% |
| 3.68% |
| 3.31% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Portfolio
turnover rate |
50% |
| 80% |
| 100% |
| 77% |
| 61% |
|
| |
(1)Based
on average shares outstanding.
(2)Amount
is less than $0.01 per share.
For
a share outstanding throughout each year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Short
Duration Fund – Class C |
Year
Ended September 30, |
|
| 2022 |
| 2021 |
| 2020 |
| 2019 |
| 2018 |
| |
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
| |
Net
asset value, beginning of year |
$10.06 |
| $9.90 |
| $10.03 |
| $9.97 |
| $10.04 |
| |
|
|
|
|
|
|
|
|
|
|
| |
Income
from investment operations:
|
|
|
|
|
|
|
|
|
|
| |
Net
investment income |
0.23(1) |
|
0.19(1) |
|
0.23(1) |
| 0.29 |
| 0.25 |
| |
Net
realized and unrealized gain/(loss) on investments |
(0.80) |
| 0.15 |
| (0.12) |
| 0.06 |
| (0.07) |
| |
Total
from investment operations |
(0.57) |
| 0.34 |
| 0.11 |
| 0.35 |
| 0.18 |
| |
|
|
|
|
|
|
|
|
|
|
| |
Less
distributions: |
|
|
|
|
|
|
|
|
|
| |
From
net investment income |
(0.22) |
| (0.18) |
| (0.24) |
| (0.29) |
| (0.25) |
| |
Total
distributions |
(0.22) |
| (0.18) |
| (0.24) |
| (0.29) |
| (0.25) |
| |
|
|
|
|
|
|
|
|
|
|
| |
Redemption
fees retained |
0.00(1)(2) |
|
0.00(1)(2) |
|
0.00(1)(2) |
| — |
|
|
|