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497June 30,
2023Manager Directed
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PROSPECTUS
October 31, 2023,
as
amended and restated November
8, 2023
Hood
River Small-Cap Growth Fund
Institutional
Shares
Ticker:
HRSMX
Investor
Shares
Ticker:
HRSRX
Retirement
Shares
Ticker:
HRSIX
Hood
River International Opportunity Fund
Institutional
Shares
Ticker:
HRIOX
Investor
Shares
Ticker:
HRIIX
Retirement
Shares
Ticker:
HRITX
Telephone:
(800) 497-2960
www.hoodrivercapital.com
The
Securities and Exchange Commission (“SEC”) has not approved or disapproved of
these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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ADDITIONAL
INFORMATION ABOUT THE FUNDS |
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INVESTMENT
OBJECTIVES |
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ADDITIONAL
INFORMATION ABOUT INVESTMENT STRATEGIES |
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ADDITIONAL
PRINCIPAL RISK INFORMATION |
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DISCLOSURE
OF PORTFOLIO HOLDINGS |
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MANAGEMENT
OF THE FUNDS |
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INVESTMENT
ADVISER |
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ADVISORY
FEE |
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PORTFOLIO
MANAGERS OF THE FUNDS |
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DISTRIBUTION
AND SERVICING OF SHARES |
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RULE
12B-1 PLAN |
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SHAREHOLDER
SERVICING PLAN |
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SALES
AND MARKETING PROGRAMS |
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DESCRIPTION
OF CLASSES |
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SHAREHOLDER
INFORMATION |
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PRICING
OF SHARES |
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PURCHASE
OF SHARES |
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REDEMPTION
OF SHARES |
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PURCHASING
AND REDEEMING SHARES THROUGH A FINANCIAL INTERMEDIARY |
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FREQUENT
PURCHASES AND REDEMPTIONS |
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OTHER
POLICIES OF THE FUNDS |
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DISTRIBUTIONS |
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FINANCIAL
HIGHLIGHTS |
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PRIVACY
NOTICE |
PN-1 |
HOOD
RIVER SMALL-CAP GROWTH FUND
INVESTMENT
OBJECTIVE
The
Hood River
Small-Cap Growth Fund (the “Fund”) seeks superior long-term
growth of capital.
FEES AND EXPENSES OF THE
FUND
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund.
You may pay other fees, such as brokerage commissions and other fees to
financial intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Institutional
Shares |
Investor
Shares |
Retirement
Shares |
Management
Fees |
0.90% |
0.90% |
0.90% |
Distribution
(12b-1) and/or Service Fees |
None |
0.25%¹ |
None |
Shareholder
Servicing Fee2 |
0.08% |
0.09% |
None |
Other
Expenses |
0.09% |
0.08% |
0.09% |
Total
Annual Fund Operating Expenses |
1.07% |
1.32% |
0.99% |
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1 Investor Shares
currently charge a Rule 12b-1 fee of up to 0.25% and therefore the Total Annual
Fund Operating Expenses do not correlate to the Investor Shares’ ratio of
operating expenses to average net assets in the Fund’s Financial Highlights,
which reflect a Rule 12b-1 fee of 0.17% in effect for the prior fiscal
year.
2 The Fund has
implemented a Shareholder Servicing Plan on behalf of its Institutional Shares
and Investor Shares that allows the Fund to make payments of up to 0.10% to
financial intermediaries and other service providers for Institutional and
Investor shareholders in return for shareholder servicing and maintenance of
Institutional and Investor shareholder accounts. The Fund expects to accrue
shareholder servicing fees of 0.09% and 0.08% for Institutional Shares and
Investor Shares, respectively, in the upcoming fiscal
year.
EXAMPLE
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated 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. 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 |
Institutional
Shares |
$109 |
$340 |
$590 |
$1,306 |
Investor
Shares |
$134 |
$418 |
$723 |
$1,590 |
Retirement
Shares |
$101 |
$315 |
$547 |
$1,213 |
PORTFOLIO
TURNOVER
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
shares are held in a taxable account. These costs, which are not reflected in
the Total Annual Fund Operating Expenses or in the Example, affect the Fund’s
performance. For the fiscal year ended June 30, 2023, the Fund’s portfolio
turnover rate was 95% of the average value of its
portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The Fund, under normal market
conditions, invests at least 80% of its net assets plus any borrowings for
investment purposes in common stocks of U.S. corporations that are judged by
Hood River Capital Management LLC (“Hood River” or the “Adviser”), the Fund’s
investment adviser, to have strong growth characteristics or to be undervalued
in the marketplace relative to underlying profitability and have a market
capitalization which, at the time of purchase, is consistent with the
capitalization ranges of the S&P SmallCap 600® Index and the Russell 2000®
Growth Index (“small-cap companies”). Although the Fund does not
invest in derivatives as part of its principal investment strategy, the Fund may
include in its 80% calculation derivative investments that are tied economically
to small-cap companies.
The
Fund may purchase securities of companies engaged in initial public offerings
(“IPOs”). The Fund may also invest in equity securities of Special Purpose
Acquisitions Corporations (“SPACs”) and companies derived from SPACs. SPACs
(also known as “blank check companies”) are companies with no commercial
operations that are established solely to raise capital from investors for the
purpose of acquiring one or more operating businesses (i.e.,
a SPAC-derived company). The Fund may invest in securities that are purchased in
private investment in public equity (“PIPE”) transactions.
The
Fund may from time to time invest in foreign securities including American
Depositary Receipts (“ADRs”), and in convertible securities, including preferred
stock, warrants and debentures.
The
Fund may invest in the securities of other investment companies, including
exchange-traded funds (“ETFs”), to the extent permitted by the Investment
Company Act of 1940, as amended (the “1940 Act”), and the rules
thereunder.
In
selecting securities, the research process utilized by Hood River begins by
screening a universe of stocks with market capitalizations of generally less
than $5 billion which exhibit strong growth characteristics and attractive
valuation relative to underlying profitability. In order to identify companies
with such attributes, Hood River conducts fundamental analysis through
discussions with management, customers, suppliers, competitors, and industry
experts to forecast financial metrics for a potential investment target. The
Fund’s portfolio will consist of companies for which Hood River has conviction
in its own proprietary estimates and believes that they are significantly higher
than consensus estimates. Hood River then performs valuation analysis and
additional research to select stocks for the Fund.
The
Fund maintains a portfolio of approximately 60-120 stocks, which is constructed
with the overall goal of mitigating risk. However, the actual amount of the
portfolio holdings may vary due to market conditions. Portfolio risk is
addressed through position and sector sizing limits. The Fund is expected to
have significant exposure to the health care, industrials, and information
technology sectors.
Hood
River periodically engages in active trading of Fund securities.
Hood
River generally sells stocks when it believes they have become overvalued, when
the fundamentals weaken or if poor relative price performance
persists.
As
of September 30, 2023, the average weighted market capitalization represented by
companies in the Russell 2000®
Growth Index was approximately $3.28 billion, and the average weighted market
capitalization represented by companies in the S&P SmallCap 600®
Index was $1.63 billion. Due to market price adjustments or other events after
the time of purchase, it is possible that a company’s market capitalization may
drift above or below this range. Nevertheless, a company whose capitalization no
longer meets this definition after purchase continues to be considered to have a
small market capitalization for purposes of the 80% policy. The Fund may invest
up to 20% of its total assets in stocks of companies in other capitalization
ranges.
PRINCIPAL
RISKS
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember, in addition to possibly not
achieving your investment goals, you could lose all or a portion of your
investment in the Fund over long or even short periods of time.
The principal risks of investing in the Fund are:
•General
Market Risk; Recent Market Events:
The market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations may cause a security to be worth less than the
price originally paid for it, or less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy or the
market as a whole. U.S. and international markets have experienced volatility in
recent months and years due to a number of economic, political and global macro
factors, including rising inflation, problems in the banking sector, the war
between Russia and Ukraine and the impact of the coronavirus (COVID-19) global
pandemic. While U.S. and global economies are recovering from the effects of
COVID-19, labor shortages and the inability to meet consumer demand have
restricted growth. Uncertainties regarding the level of central banks’ interest
rate increases, political events, the Russia-Ukraine conflict, trade tensions
and the possibility of a national or global recession have also contributed to
market volatility.
Global economies and financial markets are increasingly
interconnected, which increases the possibility that conditions in one country
or region might adversely impact issuers in a different country or region.
Continuing market volatility as a result of recent market conditions or other
events may have adverse effects on the Fund’s returns. The Adviser will monitor
developments and seek to manage the Fund in a manner consistent with achieving
the Fund’s investment objective, but there can be no assurance that it will be
successful in doing so.
•Equity
Risk: Common
stocks and other equity securities generally increase or decrease in value based
on the earnings of a company and on general industry and market conditions. A
fund that invests a significant amount of its assets in common stocks and other
equity securities is likely to have greater fluctuations in share price than a
fund that invests a significant portion of its assets in fixed income
securities.
•Small
Company Risk: The
Fund is subject to greater volatility than funds that invest in large-cap
companies. Small-cap companies may be more vulnerable than large-cap companies
to adverse business or economic developments, their securities may be less
liquid and more volatile than securities of larger companies, and they may
suffer significant losses. Small-cap companies may also be more difficult to
value than large-cap companies.
•Growth
Investing Risk: Growth
stocks are typically priced higher than other stocks, in relation to earnings
and other measures, because investors believe they have more growth potential.
Growth prices tend to fluctuate more dramatically than the overall stock
market.
◦Management
Risk: The
performance of the Fund will depend on whether or not Hood River is successful
in pursuing the Fund’s investment strategies.
•Sector
Emphasis Risk:
Although Hood River selects stocks based on their individual merits, some
economic sectors will represent a larger portion of the Fund’s overall
investment portfolio than other sectors. Potential negative market or
economic developments affecting one of the larger sectors could have a greater
impact on the Fund than on a fund with fewer holdings in that
sector.
◦Health
Care Sector Risk:
To the extent that the Fund invests a significant portion of its assets in the
health care sector, the Fund will be sensitive to risks affecting health care
companies. Companies in the health care sector are subject to government
regulation and may be affected by reimbursement rates, government approval of
products and services, patent protection and research and development
costs.
◦Industrial
Sector Risk: The
industrial sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Fund and your investment.
◦Information
Technology Sector Risk: Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect
profitability.
•Valuation
Risk: It
is possible to lose money by investing in the Fund. There is no guarantee that
stocks in general or the specific securities that the Fund buys will increase in
value.
•Foreign
Security Risk: Investments
in a foreign market are subject to foreign security risk. A change in value of a
foreign currency against the U.S. dollar will result in a change in the U.S.
dollar value of securities denominated in that foreign currency. Additionally,
the value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company’s assets, foreign
taxes, higher transaction and other costs, delays in settlement of transactions,
changes in economic or monetary policy in the U.S. or abroad, or other political
and economic factors. Income and dividends earned on foreign investments may be
subject to foreign withholding taxes.
•ADR
Risk: ADRs
are certificates evidencing ownership of shares of a foreign issuer. These
certificates are issued by depository banks and generally trade on an
established market in the U.S. or elsewhere. The underlying shares are held in
trust by a custodian bank or similar financial institution. The depository bank
may not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding
dividends and interest and corporate actions. ADRs are alternatives to
directly purchasing the underlying foreign securities in their national markets
and currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks include
foreign exchange risk as well as the political and economic risks of the
underlying issuer’s country.
•IPO
Risk: The
Fund may purchase securities of companies engaged in IPOs. The price of
securities purchased in IPOs can be very volatile. The Fund’s investments in IPO
shares may include the securities of “unseasoned” companies (companies with less
than three years of continuous operations), which present risks considerably
greater than common stocks of more established companies. These companies may be
involved in new and evolving businesses and may be vulnerable to competition and
changes in technology, markets and economic conditions. They may be more
dependent on key managers and third parties and may have limited product lines.
The effect of IPO investments on the Fund’s performance depends on a variety of
factors, including the number of IPOs the Fund invests in relative to the size
of the Fund, and whether and to what extent a security purchased in an IPO
appreciates or depreciates in value. When 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.
•SPAC
Investments Risk:
SPACs are “blank check” companies with no operating history and, at the time
that the Fund invests in a SPAC, the SPAC typically has not made any
arrangements with any prospective transaction candidates. Accordingly, there is
a limited basis (if any) on which to evaluate the SPAC’s ability to achieve its
business objective. Because SPACs have no operating history or ongoing business
other than seeking acquisitions, the value of their securities is particularly
dependent on the ability of the entity’s management to identify and complete a
profitable acquisition. There is no guarantee that the SPACs in which the Fund
invests will complete an acquisition or that any acquisitions that are completed
will be profitable.
•SPAC-Derived
Companies Risk:
Companies derived from a SPAC are companies that may be unseasoned and lack a
trading history, a track record of reporting to investors, and widely available
research coverage. SPAC-derived companies are thus often subject to extreme
price volatility and speculative trading.
•PIPEs
Risk:
Shares in PIPES generally are not registered with the SEC until after a certain
time period from the date the private sale is completed. Until the public
registration process is completed, PIPEs are restricted as to resale and the
Fund cannot freely trade the securities. There is no assurance that these
restricted equity securities will be publicly registered, or that the
registration will remain in effect.
•Preferred Securities Risk: Preferred securities may pay fixed or adjustable rates of return and
are subject to many of the risks associated with debt securities. Preferred
securities are also subject to issuer-specific and market risks applicable
generally to equity securities. Because many preferred securities allow the
issuer to convert their preferred security into common stock, preferred
securities are often sensitive to declining common stock
values.
•Cybersecurity
Risk:
With the increased use of technologies such as the Internet to conduct business,
the Fund is susceptible to operational, information security, and related risks.
Cyber incidents affecting the Fund or its service providers may cause
disruptions and impact business operations, potentially resulting in financial
losses, interference with the Fund’s ability to calculate its net asset value
(“NAV”), impediments to trading, the inability of shareholders to transact
business, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs, or
additional compliance costs.
•Portfolio
Turnover Risk: The
Fund may engage in active and frequent trading, resulting in high portfolio
turnover. The higher the Fund’s portfolio turnover rate in a year, the greater
the trading costs and the greater the chance of a shareholder receiving
distributions of taxable gains in the year.
•Liquidity
Risk: Certain
securities may be difficult or impossible to sell at the time and the price that
the Fund would like. Securities of small-cap companies may trade less frequently
and in smaller volumes than more widely held securities. The values of these
securities may fluctuate more sharply than those of other securities, and the
Fund may experience some difficulty in establishing or closing out positions in
these securities at prevailing market prices.
•Other
Investment Companies Risk:
You will indirectly bear fees and expenses charged by underlying investment
companies in addition to the Fund’s direct fees and expenses. As a result,
your cost of investing in the Fund will be higher than the cost of investing
directly in the underlying investment company
shares.
•ETF
Risk:
When the Fund invests in ETFs, it will bear additional expenses based on its pro
rata share of the ETF’s operating expenses, including the potential duplication
of management fees. The risk of owning an ETF generally reflects
the risks of owning the underlying investments the ETF holds. The Fund also will
incur brokerage costs when it purchases and sells ETFs. ETFs may trade at a
discount or premium to net asset value.
•Operational
Risk: Operational
risks include human error, changes in personnel, system changes, faults in
communication, and failures in systems, technology, or processes. Various
operational events or circumstances are outside the Adviser’s control, including
instances at third parties. The Fund and the Adviser seek to reduce these
operational risks through controls and procedures. However, these measures do
not address every possible risk and may be inadequate to address these
risks.
PERFORMANCE
INFORMATION
The
bar chart and performance table below illustrate the risks and volatility of an
investment in the Fund by showing changes in the performance of the Fund from
calendar year to calendar year and by showing how the Fund’s average annual
returns for the one year, five years, ten years, and since inception periods
compared with those of the Russell 2000®
Growth Index, which is a broad measure of market
performance. This performance information includes performance
of the Fund’s predecessor, the Roxbury Small Cap Growth Fund (a series of WT
Mutual Fund) (the “Predecessor Fund”), for periods prior to February 2, 2007.
From inception (January 2, 2003) to May 30, 2013, the Fund was managed by the
Small-Cap Growth Investment Team of Roxbury Capital Management, LLC (“Roxbury”),
the Fund’s predecessor investment adviser. In 2013, Roxbury’s Small-Cap Growth
Investment Team formed Hood River and Hood River became the Fund’s sub-adviser
effective May 30, 2013. Effective January 20, 2015, Hood River replaced Roxbury
as the primary investment adviser to the Fund. The Fund’s past
performance, both before and after taxes, does not necessarily indicate how the
Fund will perform in the future. Updated performance information
is available on the Fund’s website at www.hoodrivercapital.com
or by calling (800) 497-2960.
Institutional
Shares
Calendar
Year Returns as of December 31
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Best
Quarter |
Worst
Quarter |
38.85% |
-24.28% |
June 30,
2020 |
December 31,
2018 |
The
calendar year-to-date return for
Institutional Shares as of September 30, 2023 was
5.13%.
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Average
Annual Total Returns
(For
the Periods Ended December 31, 2022) |
1
Year |
|
5
Year |
|
10
Year |
|
Since
Inception (1/2/2003) |
Institutional
Shares |
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|
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|
|
Return Before
Taxes |
-27.99% |
|
10.62% |
|
13.58% |
|
11.97% |
Return After
Taxes on Distributions |
-27.99% |
|
8.63% |
|
12.21% |
|
10.90% |
Return After
Taxes on Distributions and Sales of Fund
Shares |
-16.57% |
|
8.06% |
|
11.08% |
|
10.14% |
Investor
Shares |
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|
|
|
|
|
|
Return Before
Taxes |
-28.13% |
|
10.39% |
|
13.42% |
|
11.89% |
Retirement
Shares |
|
|
|
|
|
|
|
Return Before
Taxes |
-27.93% |
|
10.69% |
|
13.63% |
|
11.99% |
Russell
2000®
Growth Index
(reflects no deduction for
fees, expenses or taxes) |
-26.36% |
|
3.51% |
|
9.20% |
|
9.36% |
Institutional
Shares of the Fund commenced operations on January 2, 2003.
Investor Shares of the Fund commenced operations on July 7, 2015.
Performance shown for Investor Shares prior to inception (July 7, 2015) reflects
the performance of Institutional Shares, and does not include expenses of the
Investor Shares, which are higher than those of the Institutional Shares.
Retirement Shares of the Fund commenced operations on March 3, 2017. Performance
shown for Retirement Shares prior to inception (March 3, 2017) reflects
the performance of Institutional Shares, and includes expenses of the
Institutional Shares, which are higher than those of the Retirement Shares. The
performance of the Investor Shares and Retirement Shares will differ from that
of Institutional Shares due to differences in expenses.
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown, and
after-tax returns shown are not relevant to investors who are exempt from tax or
hold their Fund shares through tax-deferred or other tax-advantaged arrangements
such as 401(k) plans or individual retirement accounts (“IRAs”).
In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Fund Shares” may
be higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the investor. The
after-tax returns are shown for Institutional Shares only and after-tax returns
for Investor Shares and Retirement Shares will
vary.
INVESTMENT
ADVISER
Hood
River Capital Management LLC
PORTFOLIO
MANAGERS
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Brian
P. Smoluch, CFA
Portfolio
Manager of the Fund, is responsible for the day-to-day management of the
Fund’s portfolio and has managed the Predecessor Fund from January 2003 to
February 2007 and the Fund since February 2007. |
David
G. Swank, CFA
Portfolio
Manager of the Fund, is responsible for the day-to-day management of the
Fund’s portfolio and has managed the Fund since April
2009. |
PURCHASE
AND SALE OF FUND SHARES
The
minimum initial investment for Institutional Shares of the Fund is $25,000 and
the minimum initial investment for Investor Shares of the Fund is $1,000. There
is no minimum initial investment for Retirement Shares of the Fund. Additional
investments may be made in any amount.
A
shareholder may sell (redeem) shares on any business day. Shares may be redeemed
in one of the following ways:
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By
Regular Mail- Send A Written Request To:
Hood
River Small-Cap Growth Fund
c/o
U.S. Bank Global Fund Services
615
East Michigan Street, 3rd Floor
Milwaukee,
WI 53202 |
By
Wire:
Call
the Fund at (800)
497-2960
|
TAX
INFORMATION
The
Fund’s distributions will be taxed as ordinary income or capital gains, unless
you are investing through a tax-deferred or other tax-advantaged arrangement,
such as a 401(k) plan or an IRA. You may be taxed later upon withdrawal of
monies from tax-deferred arrangements.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Fund shares through a broker-dealer or other financial intermediary
(such as a bank), the Fund, the Adviser and their related companies may pay the
intermediary for the sale of Fund shares and related services. These payments
may create conflicts of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
HOOD
RIVER INTERNATIONAL OPPORTUNITY FUND
INVESTMENT
OBJECTIVE
The
Hood River
International Opportunity Fund (the “Fund”) seeks long-term
growth of capital.
FEES AND EXPENSES OF THE
FUND
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund. You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
Institutional
Shares |
Investor
Shares |
Retirement
Shares |
Management
Fees1 |
1.05% |
1.05% |
1.05% |
Distribution
(12b-1) and/or Service Fees |
None |
0.25% |
None |
Shareholder
Servicing Fee2 |
0.07% |
0.07% |
None |
Other
Expenses3 |
14.65% |
14.99% |
14.99% |
Acquired
Fund Fees and Expenses4 |
0.03% |
0.03% |
0.03% |
Total
Annual Fund Operating Expenses |
15.80% |
16.39% |
16.07% |
Fee
Waivers/Expense Reimbursements5 |
-14.55% |
-14.89% |
-14.89% |
Total
Annual Fund Operating Expenses After Fee Waivers/Expense
Reimbursements |
1.25% |
1.50% |
1.18% |
1 Effective November
1, 2023, the management fee of the Fund will decrease to 1.05% and therefore the
Total Annual Fund Operating Expenses do not correlate to the Fund’s ratio of
operating expenses to average net assets in the Fund’s Financial Highlights,
which reflects a management fee of 1.30% in effect for the prior fiscal
year.
2 The Fund has
implemented a Shareholder Servicing Plan on behalf of its Institutional Shares
and Investor Shares that allows the Fund to make payments of up to 0.10% to
financial intermediaries and other service providers for Institutional and
Investor shareholders in return for shareholder servicing and maintenance of
Institutional and Investor shareholder accounts. Institutional Shares and
Investor Shares shareholder servicing fees are estimates for the current fiscal
year and consist of shareholder service fees and expenses paid by the Fund under
a Shareholder Servicing Plan adopted by the Board. Total Annual Fund Operating
Expenses do not correlate to the expense ratios in the Fund’s Financial
Highlights because the Financial Highlights include only the direct operating
expenses incurred by the Fund during the fiscal year.
3 Other Expenses for
Investor Shares, which were first offered as of August 11, 2023, are based on
estimated amounts for the current fiscal
year.
4 Acquired Fund Fees and
Expenses are the indirect costs of investing in other investment companies.
Total Annual Fund Operating Expenses do not correlate to the expense ratios in
the Fund’s Financial Highlights because the Financial Highlights include only
the direct operating expenses incurred by the Fund and exclude Acquired Fund
Fees and Expenses.
5 Hood River Capital
Management LLC (“Hood River” or the “Adviser”), the Fund’s investment adviser,
has contractually agreed to waive a portion of its fees and reimburse certain
expenses for the Fund to limit the total annual fund operating expenses
(excluding taxes, Rule 12b-1 fees, shareholder servicing fees, extraordinary
expenses, brokerage commissions, interest and acquired fund fees and expenses
(collectively, “Excludable Expenses”)) to 1.15%. To the extent the Fund or a
share class of the Fund incurs Excludable Expenses, Total Annual Fund Operating
Expenses After Fee Waivers/Expense Reimbursements will be greater than 1.15%.
The waivers and reimbursements will remain in effect through October 31,
2024 unless terminated sooner by mutual agreement of the Fund’s
Board of Trustees (the “Board”) and Hood River. The Adviser may request
recoupment of previously waived fees and paid expenses from the Fund for 36
months from the date such fees and expenses were waived or paid, if such
reimbursement will not cause the Fund’s total expense ratio to exceed the
expense limitation in place at the time of the waiver and/or expense payment and
the expense limitation in place at the time of the recoupment.
EXAMPLE
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated 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. The fee waiver/expense reimbursement
arrangement discussed above is reflected through October 31,
2024. 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 |
Institutional
Shares |
$127 |
$3,061 |
$5,396 |
$9,353 |
Investor
Shares |
$153 |
$3,170 |
$5,539 |
$9,468 |
Retirement
Shares |
$120 |
$3,098 |
$5,453 |
$9,404 |
PORTFOLIO
TURNOVER
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Fund shares are held in a taxable account. These costs, which are not
reflected in the Total Annual Fund Operating Expenses or in the Example, affect
the Fund’s performance. For the fiscal year ended June 30, 2023, the Fund’s
portfolio turnover rate was 172% of the average value of its
portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund invests primarily in common stocks and other equity securities of
small-capitalization companies that are located in non-U.S. developed or
emerging markets countries. In selecting securities for the Fund, Hood River
seeks to invest in common stocks that are judged by Hood River to have strong
growth characteristics or to be undervalued in the marketplace relative to
underlying profitability.
Under
normal market conditions, the Fund will invest in issuers located in at least
ten of the countries included in the Morgan Stanley Capital International (MSCI)
AC (All Country) World Index ex USA Small Cap Index.
The
Fund may invest a significant portion of its assets (up to 50% under normal
market conditions) at the time of purchase in securities of companies located in
emerging markets countries. Emerging markets are those countries designated by
the MSCI Emerging Markets Index. The Fund may also invest in pre-emerging
markets, also known as frontier markets. The Fund may invest a large portion of
its assets in a particular region or market, including Japan and European
countries.
The
Fund’s investments in foreign securities may include American Depositary
Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary
Receipts (“EDRs”), and International Depositary Receipts (“IDRs”). The Fund may
also invest in preferred stock, real estate investment trusts (“REITs”), rights,
and warrants. The Fund may purchase securities of companies engaged in initial
public offerings (“IPOs”). The Fund may also use forward foreign currency
exchange contracts (“forward contracts”) for hedging purposes. Forward contracts
are contractual agreements to buy or sell a particular currency at a
pre-determined price in the future.
The
Fund may invest in the securities of other investment companies, including
exchange-traded funds (“ETFs”), to the extent permitted by the Investment
Company Act of 1940, as amended (the “1940 Act”), and the rules
thereunder.
In
selecting securities, the research process utilized by Hood River begins by
screening a universe of stocks with market capitalizations of generally less
than $5 billion which exhibit strong growth characteristics and attractive
valuation relative to underlying profitability. In order to identify companies
with such attributes, Hood River conducts fundamental analysis through
discussions with management, customers, suppliers, competitors, and industry
experts to forecast financial metrics for a potential investment target. The
Fund’s portfolio will consist of companies for which Hood River has conviction
in its own proprietary estimates and believes that they are significantly higher
than consensus estimates.
The
Fund is expected to maintain a portfolio of approximately 80-85 stocks, which is
constructed with the overall goal of mitigating both issuer-specific and
portfolio risk. However, the actual amount of the portfolio holdings may vary
due to market conditions. Idiosyncratic risk is reduced by obtaining several
independent data points that support Hood River’s financial model. Portfolio
risk is addressed through position and sector sizing limits. The Fund is
expected to have significant exposure to the industrials and information
technology sectors.
Hood
River periodically engages in active trading of Fund securities.
Hood
River generally sells stocks when it believes they have become overvalued, when
the fundamentals weaken, or if poor relative price performance
persists.
PRINCIPAL
RISKS
Before
investing in the Fund, you should carefully consider your own investment goals,
the amount of time you are willing to leave your money invested, and the amount
of risk you are willing to take. Remember, in addition to possibly not
achieving your investment goals, you could lose all or a portion of your
investment in the Fund over long or even short periods of time.
The principal risks of investing in the Fund are:
•General
Market Risk; Recent Market Events: The
market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations may cause a security to be worth less than the
price originally paid for it, or less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy or the
market as a whole. U.S. and international markets have experienced volatility in
recent months and years due to a number of economic, political and global macro
factors, including rising inflation, problems in the banking
sector,
the war between Russia and Ukraine and the impact of the coronavirus (COVID-19)
global pandemic. While U.S. and global economies are recovering from the effects
of COVID-19, labor shortages and the inability to meet consumer demand have
restricted growth. Uncertainties regarding the level of central banks’ interest
rate increases, political events, the Russia-Ukraine conflict, trade tensions
and the possibility of a national or global recession have also contributed to
market volatility.
Global
economies and financial markets are increasingly interconnected, which increases
the possibility that conditions in one country or region might adversely impact
issuers in a different country or region. Continuing market volatility as a
result of recent market conditions or other events may have adverse effects on
the Fund’s returns. The Adviser will monitor developments and seek to manage the
Fund in a manner consistent with achieving the Fund’s investment objective, but
there can be no assurance that it will be successful in doing
so.
•Equity
Risk: Common
stocks and other equity securities generally increase or decrease in value based
on the earnings of a company and on general industry and market conditions. As
the Fund invests a significant amount of its assets in common stocks and other
equity securities it is likely to have greater fluctuations in share price than
a fund that invests a significant portion of its assets in fixed income
securities.
•Small
Company Risk: The
Fund is subject to greater volatility than funds that invest in large-cap
companies. Small-cap companies may be more vulnerable than large-cap companies
to adverse business or economic developments, their securities may be less
liquid and more volatile than securities of larger companies, and they may
suffer significant losses. Small-cap companies may also be more difficult to
value than large-cap companies.
•Growth
Investing Risk: Growth
stocks are typically priced higher than other stocks, in relation to earnings
and other measures, because investors believe they have more growth potential.
Growth prices tend to fluctuate more dramatically than the overall stock
market.
•Value Investing Risk: The Fund may be wrong in its assessment of a company’s value or the
market may not recognize improving fundamentals as quickly as the Fund
anticipated. In such cases, the stock may not reach the price that reflects the
intrinsic value of the company.
•Management
Risk: The
performance of the Fund will depend on whether or not Hood River is successful
in pursuing the Fund’s investment strategies.
•Sector
Emphasis Risk:
Although Hood River selects stocks based on their individual merits, some
economic sectors will represent a larger portion of the Fund’s overall
investment portfolio than other sectors. Potential negative market or economic
developments affecting one of the larger sectors could have a greater impact on
the Fund than on a fund with fewer holdings in that
sector.
◦Industrial
Sector Risk: The
industrial sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Fund and your investment.
◦Information
Technology Sector Risk: Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect
profitability.
•Valuation
Risk: It
is possible to lose money by investing in the Fund. There is no guarantee that
stocks in general or the specific securities that the Fund buys will increase in
value.
•Foreign
Security Risk: A
change in value of a foreign currency against the U.S. dollar will result in a
change in the U.S. dollar value of securities denominated in that foreign
currency. Additionally, the value of foreign investments may be affected by
exchange control regulations, expropriation or nationalization of a company’s
assets, foreign taxes, higher transaction and other costs, delays in settlement
of transactions, changes in economic or monetary policy in the U.S. or abroad,
or other political and economic factors. Income and dividends earned on foreign
investments may be subject to foreign withholding
taxes.
•Emerging
and Frontier Markets Risk:
Countries in emerging markets are generally more volatile and can have
relatively unstable governments, social and legal systems that do not protect
shareholders, economies based on only a few industries, and securities markets
that trade a small number of issues. Frontier market countries generally have
smaller economies and even less developed capital markets than emerging markets.
As a result, the risks of investing in emerging markets are magnified in
frontier markets, and include potential for extreme price volatility and
illiquidity; government ownership or control of parts of private sector and of
certain companies; trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures; and relatively new
and unsettled securities laws.
•Foreign
Currency Risk:
The Fund may invest in securities or other instruments denominated in non-U.S.
currencies. Such investments involve currency risks, including unfavorable
currency exchange rate developments and political or governmental intervention
in currency trading or valuation. These risks are higher in emerging and
frontier markets.
•Geographic
Investment Risk:
To the extent the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or
region.
◦Risks
Related to Investing in Japan:
The Japanese economy may be subject to considerable degrees of economic,
political and social instability, which could have a negative impact on Japanese
securities. Japan’s economic growth rate remains relatively low and it may
remain low in the future. In addition, Japan is subject to the risk of natural
disasters, such as earthquakes, volcanoes, typhoons and tsunamis. Additionally,
decreases in exports, new trade regulations, changes in exchange rates, a global
recession, continued territorial disputes and strained relations may have an
adverse impact on the economy of Japan. Japan also has few natural resources,
and any fluctuation or shortage in the commodity markets could have a negative
impact on Japanese securities.
◦Risks
Related to Investing in Europe:
The economies and markets of European countries are often closely connected and
interdependent, and events in one country in Europe can have an adverse impact
on other European countries. The Fund makes investments in securities of issuers
that are domiciled in, or have significant operations in, member countries of
the European Union (“EU”) that are subject to economic and monetary controls
that can adversely affect the Fund’s investments. The European financial markets
have experienced extreme volatility and adverse trends in recent years which has
led to a decline in asset values and liquidity. Many EU nations have high levels
of debt and have defaulted on their debts, restructured or needed additional
assistance from central banks or other agencies. Decreasing imports or exports,
changes in governmental or EU regulations on trade, changes in the exchange rate
of the euro, the default or threat of default by an EU member country on its
sovereign debt, and/or an economic recession in an EU member country may have a
significant adverse effect on the economies of EU member countries and their
trading partners, including some or all of the European countries in which the
Fund invests.
◦Risks
Related to Investing in India. Investments in Indian issuers involve risks that are specific to
India, including legal, regulatory, political and economic risks. Political and
legal uncertainty, greater government control over the economy, currency
fluctuations or blockage and the risk of nationalization or expropriation of
assets may result in higher potential for losses. The securities markets in
India are relatively underdeveloped and may subject the Fund to higher
transaction costs or greater uncertainty than investments in more developed
securities markets.
•Depositary
Receipts Risk:
The Fund may invest its assets in securities of foreign issuers in the form of
ADRs, EDRs, GDRs, and IDRs, which are securities representing securities of
foreign issuers. The risk of such depositary receipts includes many of the risks
associated with investing directly in foreign securities, such as currency rate
fluctuations and political and economic
instability.
•IPO
Risk: The
Fund may purchase securities of companies engaged in IPOs. The price of
securities purchased in IPOs can be very volatile. The Fund’s investments in IPO
shares may include the securities of “unseasoned”
companies (companies with less than three years of continuous
operations), which present risks considerably greater than common stocks of more
established companies. These companies may be involved in new and evolving
businesses and may be vulnerable to competition and changes in technology,
markets and economic conditions. They may be more dependent on key managers and
third parties and may have limited product lines. The effect of IPO investments
on the Fund’s performance depends on a variety of factors, including the number
of IPOs the Fund invests in relative to the size of the Fund, and whether and to
what extent a security purchased in an IPO appreciates or depreciates in value.
When 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.
•REIT Investment Risk: Investments in REITs involve unique risks. REITs may have
limited financial resources, may trade less frequently and in limited volume,
and may be more volatile than other securities. REITs may be affected by changes
in the value of their underlying properties or mortgages or by defaults by their
borrowers or tenants. Furthermore, these entities depend upon specialized
management skills, have limited diversification and are, therefore, subject to
risks inherent in financing a limited number of projects. In addition, the
performance of a REIT may be affected by changes in the tax laws or by its
failure to qualify for tax-free pass-through of income.
•Preferred
Securities Risk: Preferred
securities may pay fixed or adjustable rates of return and are subject to many
of the risks associated with debt securities (e.g.,
interest rate risk, call risk and extension risk). In addition, preferred
securities are subject to issuer-specific and market risks applicable generally
to equity securities. Because many preferred securities allow the issuer to
convert their preferred security into common stock, preferred securities are
often sensitive to declining common stock values. A company’s preferred
securities generally pay dividends only after the company makes required
payments to holders of its bonds and other debt. For this reason, the value of
preferred securities will usually react more strongly than bonds and other debt
to actual or perceived changes in the company’s financial condition or
prospects. Preferred securities of smaller companies may be more vulnerable to
adverse developments than preferred stock of larger
companies.
•Cybersecurity
Risk:
With the increased use of technologies such as the Internet to conduct business,
the Fund is susceptible to operational, information security, and related risks.
Cyber incidents affecting the Fund or its service providers may cause
disruptions and impact business operations, potentially resulting in financial
losses, interference with the Fund’s ability to calculate its net asset value
(“NAV”), impediments to trading, the inability of shareholders to transact
business, violations of applicable privacy and other laws, regulatory fines,
penalties, reputational damage, reimbursement or other compensation costs, or
additional compliance costs.
•Portfolio
Turnover Risk: The
Fund periodically engages in active and frequent trading, resulting in high
portfolio turnover. The higher the Fund’s portfolio turnover rate in a year, the
greater the trading costs and the greater the chance of a shareholder receiving
distributions of taxable gains in the year.
•Liquidity
Risk: Certain
securities may be difficult or impossible to sell at the time and the price that
the Fund would like. Securities of small-cap companies may trade less frequently
and in smaller volumes than more widely held securities. The values of these
securities may fluctuate more sharply than those of other securities, and the
Fund may experience some difficulty in establishing or closing out positions in
these securities at prevailing market prices.
•Other
Investment Companies Risk: You
will indirectly bear fees and expenses charged by underlying investment
companies in addition to the Fund’s direct fees and expenses. As a result, your
cost of investing in the Fund will be higher than the cost of investing directly
in the underlying investment company shares.
•ETF
Risk: When
the Fund invests in ETFs, it will bear additional expenses based on its pro rata
share of the ETF’s operating expenses, including the potential duplication of
management fees. The risk of owning an ETF generally reflects the risks of
owning the underlying investments the ETF holds. The Fund also will incur
brokerage costs when it purchases and sells ETFs. ETFs may trade at a discount
or premium to net asset value.
•Newer
Fund Risk: As
a newer fund, there can be no assurance that the Fund will grow or maintain an
economically viable size.
•Shareholder
Concentration Risk:
A large percentage of the Fund’s shares are held by Adviser personnel. A large
redemption by these shareholders could materially increase the Fund’s
transaction costs and could increase the Fund’s ongoing operating expenses,
which would negatively impact the remaining shareholders of the
Fund.
•Operational
Risk: Operational
risks include human error, changes in personnel, system changes, faults in
communication, and failures in systems, technology, or processes. Various
operational events or circumstances are outside the Adviser’s control, including
instances at third parties. The Fund and the Adviser seek to reduce these
operational risks through controls and procedures. However, these measures do
not address every possible risk and may be inadequate to address these
risks.
•Forward
Contract Risk:
The successful use of forward contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of forward contracts,
which may adversely affect the Fund’s NAV and total return, are (a) the
imperfect correlation between the change in market value of the instruments held
by the Fund and the price of the forward contract; (b) possible lack of a liquid
secondary market for a forward contract and the resulting inability to close a
forward contract when desired; (c) losses caused by unanticipated market
movements, which are potentially unlimited; (d) the Adviser’s inability to
predict correctly the direction of securities prices, interest rates, currency
exchange rates and other economic factors; and (e) the possibility that the
counterparty will default in the performance of its
obligations.
•Hedging
Transactions Risk:
The Adviser from time to time employs various hedging techniques. The success of
the Fund’s hedging strategy will be subject to the Adviser’s ability to
correctly assess the degree of correlation between the performance of the
instruments used in the hedging strategy and the performance of the investments
in the Fund being hedged. Since the characteristics of many securities change as
markets change or time passes, the success of the Fund’s hedging strategy will
also be subject to the Adviser’s ability to continually recalculate, readjust,
and execute hedges in an efficient and timely manner. For a variety of reasons,
the Adviser may not seek to establish a perfect correlation between such hedging
instruments and the Fund holdings being hedged. Such imperfect correlation may
prevent the Fund from achieving the intended hedge or expose the Fund to risk of
loss. In addition, it is not possible to hedge fully or perfectly against any
risk, and hedging entails its own costs (such as trading commissions and
fees).
PERFORMANCE
INFORMATION
The bar chart
and performance table below illustrate the risks and volatility of an investment
in the Fund by showing the performance of the Fund since inception and by
showing changes in how the Fund’s average annual returns for the one year and
since inception periods compared with those of the MSCI All Country World ex-USA
Small Cap Index, a broad measure of market
performance. The Fund’s past performance, both
before and after taxes, does not necessarily indicate how the Fund will perform
in the future. Updated performance information is also available
on the Fund’s website at www.hoodrivercapital.com
or by calling (800)
497-2960.
Institutional
Shares
Calendar
Year Returns as of December 31
|
|
|
|
|
|
Best
Quarter |
Worst
Quarter |
12.31% |
-21.91% |
December 31,
2022 |
June 30,
2022 |
The calendar year-to-date return for
Institutional Shares as of September 30, 2023 was
17.57%.
|
|
|
|
|
|
|
|
|
|
|
|
Average
Annual Total Returns
(For
the Periods Ended December 31, 2022) |
1
Year |
|
Since
Inception (9/28/2021) |
Institutional
Shares1 |
|
|
|
Return Before
Taxes |
-25.86% |
|
-19.72% |
Return After
Taxes on Distributions |
-25.86% |
|
-19.77% |
Return After
Taxes on Distributions and Sales of Fund
Shares |
-15.31% |
|
-14.93% |
Retirement
Shares2 |
|
|
|
Return Before
Taxes |
-25.76% |
|
-23.62% |
MSCI
All Country World ex-USA Small Cap Index
(reflects no deduction for
fees, expenses or taxes) |
-19.97% |
|
-16.19% |
1
Institutional Shares of
the Fund commenced operations on September 28,
2021.
2
Retirement Shares of the
Fund commenced operations on December 15, 2021.
Performance shown for Retirement Shares prior to inception (December 15, 2021)
reflects the performance of Institutional Shares, and includes expenses of the
Institutional Shares, which are higher than those of the Retirement Shares. The
performance of the Investor Shares and Retirement Shares will differ from that
of Institutional Shares due to differences in
expenses.
Investor Shares of the Fund commenced
operations on August 11, 2023 and therefore performance information is not
included in the above table, which reflects returns as of December 31,
2022. After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes.
Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown, and
after-tax returns shown are not relevant to investors who are exempt from tax or
hold their Fund shares through tax-deferred or other tax-advantaged arrangements
such as 401(k) plans or individual retirement accounts (“IRAs”).
In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Fund Shares” may
be higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the investor. The
after-tax returns are shown for Institutional Shares only and after-tax returns
for Investor Shares and Retirement Shares will
vary.
INVESTMENT
ADVISER
Hood
River Capital Management LLC
PORTFOLIO
MANAGERS
|
|
|
Brian
P. Smoluch, CFA
Portfolio
Manager of the Fund, is responsible for the day-to-day management of the
Fund’s portfolio and has managed the Fund since September
2021. |
David
G. Swank, CFA
Portfolio
Manager of the Fund, is responsible for the day-to-day management of the
Fund’s portfolio and has managed the Fund since September
2021. |
Lance
R. Cannon,
CFA
Portfolio
Manager of the Fund, is responsible for the day-to-day management of the
Fund’s portfolio and has managed the Fund since September
2021. |
Rohan
B. Kumar
Portfolio
Manager of the Fund, is responsible for the day-to-day management of the
Fund’s portfolio and has managed the Fund since September
2021. |
PURCHASE
AND SALE OF FUND SHARES
The
minimum initial investment for Institutional Shares of the Fund is $25,000 and
the minimum initial investment for Investor Shares of the Fund is $1,000. There
is no minimum initial investment for Retirement Shares of the Fund. Additional
investments may be made in any amount. The Adviser may reduce or waive the
minimum.
A
shareholder may sell (redeem) shares on any business day. Shares may be redeemed
in one of the following ways:
|
|
|
|
|
|
By
Regular Mail- Send A Written Request To:
Hood
River International Opportunity Fund
c/o
U.S. Bank Global Fund Services
615
East Michigan Street, 3rd Floor
Milwaukee,
WI 53202 |
By
Wire:
Call
the Fund at (800)
497-2960
|
TAX
INFORMATION
The
Fund’s distributions will be taxed as ordinary income or capital gains, unless
you are investing through a tax-deferred or other tax-advantaged arrangement,
such as a 401(k) plan or an IRA. You may be taxed later upon withdrawal of
monies from tax-deferred arrangements.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Fund shares through a broker-dealer or other financial intermediary
(such as a bank), the Fund, the Adviser and their related companies may pay the
intermediary for the sale of Fund shares and related services. These payments
may create conflicts of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
INVESTMENT
OBJECTIVES
The
Hood River Small-Cap Growth Fund seeks superior long-term growth of capital. The
investment objective may not be changed without shareholder approval. The Hood
River International Opportunity Fund seeks long-term growth of capital. This
investment objective may be changed without the approval of the Fund’s
shareholders upon Board approval and 60 days’ prior written notice to
shareholders.
ADDITIONAL
INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES
Additional
Information about the Hood River Small-Cap Growth Fund
Hood
River’s research process for the Fund begins by screening a universe of stocks
with market capitalizations of less than $5 billion which exhibit strong growth
characteristics and attractive valuation relative to underlying profitability.
Hood River then performs fundamental analysis to identify companies with the
following characteristics: growing revenues; stable or expanding margins; low
debt levels; solid cash flows; and high or potentially high returns on capital.
Hood River performs additional research of the most promising stocks to uncover
those companies with solid management that have executed well over time,
strengthening competitive positions, and positive business and market trends. A
valuation analysis is then performed to see whether the stock is attractively
priced relative to its industry, historical range, and the overall market. The
policy of the Fund to invest at least 80% of its net assets in certain equity
and equity-related securities of small-cap companies may be changed upon 60
days’ written notice to shareholders.
The
Fund may invest in foreign securities, including ADRs. ADRs are negotiable
certificates held in a U.S. bank representing a specific number of shares of a
foreign stock traded on a U.S. stock exchange. ADRs make it easier for U.S.
citizens to invest in foreign companies due to the widespread availability of
dollar-denominated price information, lower transaction costs, and timely
dividend distributions. An American Depositary Share is the share issued under
an ADR agreement which is actually traded.
The
Fund may purchase securities of companies engaged in IPOs. The Fund may also
invest in the equity securities of the SPACs and companies derived from SPACs. A
SPAC primarily raises capital through an IPO. The typical SPAC IPO involves the
sale of units consisting of one share of common stock combined with one or more
warrants or fractions of warrants to purchase common stock at a fixed price upon
or after consummation of a transaction. SPACs (also known as “blank check
companies”) are companies with no commercial operations that are established
solely to raise capital from investors for the purpose of acquiring one or more
operating businesses (i.e.,
a SPAC-derived company).
Hood
River generally sells stocks when it believes they have become overvalued, when
the fundamentals weaken or if poor relative price performance
exists.
Additional
Information about the Hood River International Opportunity Fund
The
Fund will invest primarily in common stocks and other equity securities of
small-capitalization companies that are located in non-U.S. developed or
emerging markets countries. Equity securities in which the Fund invests includes
common stock, preferred stock, REITs, rights, and warrants. Preferred stock
generally refers to a unit of ownership in a company (like common stock) that
has preference over common stock in the payment of dividends and in the event of
a company’s liquidation. Unlike common stocks, preferred stocks are generally
not entitled to vote on corporate matters. A right is a privilege granted to
existing shareholders of a corporation to subscribe to shares of a new issue of
common stock before it is issued. Warrants are securities that are usually
issued together with a debt security or preferred stock and that give the holder
the right to buy proportionate amount of common stock at a specified price.
In
selecting securities for the Fund, Hood River seeks to invest in common stocks
that are judged by Hood River to have strong growth characteristics or to be
undervalued in the marketplace relative to underlying profitability. Under
normal market conditions, the Fund will invest in issuers located in at least
ten of the countries included in the Morgan Stanley Capital International (MSCI)
AC (All Country) World Index ex USA Small Cap Index.
The
Fund may invest a significant portion of its assets (up to 50% under normal
market conditions) at the time of purchase in securities of companies located in
emerging markets countries. Emerging markets are those countries designated by
the MSCI Emerging Markets Index. The Fund may also invest in pre-emerging
markets, also known as frontier markets. The Fund may invest a large portion of
its assets in a particular region or market, including Japan and European
countries.
In
selecting securities, the research process utilized by Hood River begins by
screening a universe of stocks with market capitalizations of generally less
than $5 billion which exhibit strong growth characteristics and attractive
valuation relative to underlying profitability. In order to identify companies
with such attributes, Hood River conducts fundamental analysis
through
discussions with management, customers, suppliers, competitors, and industry
experts to forecast financial metrics for a potential investment target. The
Fund’s portfolio will consist of companies for which Hood River has conviction
in its own proprietary estimates and believes that they are significantly higher
than consensus estimates.
The
Fund is expected to maintain a portfolio of approximately 80-85 stocks, which is
constructed with the overall goal of mitigating both issuer-specific and
portfolio risk. Idiosyncratic risk is reduced by obtaining several independent
data points that support Hood River’s financial model. Portfolio risk is
addressed through position and sector sizing limits. However, the actual amount
of the portfolio holdings may vary due to market conditions.
The
Fund may also invest in ADRs, GDRs, EDRs, and IDRs. The Fund may also invest in
preferred stock, REITs, rights, and warrants. The Fund may purchase securities
of companies engaged in IPOs.
The
Fund may also use forward contracts for hedging purposes. Forward contracts are
contractual agreements to buy or sell a particular currency at a pre-determined
price in the future. Forward contracts are individually negotiated and privately
traded so they are dependent upon the creditworthiness of the counterparty. Such
contracts may be used when (i) a security denominated in a foreign currency is
purchased or sold or (ii) when the receipt in a foreign currency of dividend or
interest payments on such a security is anticipated. A forward contract can then
“lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of
such dividend or interest payment, as the case may be.
Additional
Information about the Hood River Small-Cap Growth Fund and the Hood River
International Opportunity Fund
The
frequency of each Fund’s transactions and the Funds’ turnover rates will vary
from year to year depending on the market. A higher turnover rate increases
transaction costs (i.e.,
brokerage commissions) and may create adverse tax consequences for the Funds’
shareholders. With frequent trading activity, a greater proportion of any
distributions paid out by the Funds will be characterized as ordinary income for
the Hood River Small-Cap Growth Fund and short-term capital gain for the Hood
River International Opportunity Fund, which are taxed at higher rates than
long-term capital gains and which may decrease your after-tax return. Such
factors may have the effect of lowering a Fund’s NAV and overall Fund
performance.
Each
Fund may invest in the securities of other investment companies, including ETFs,
to the extent permitted by the 1940 Act and the rules thereunder. As a
shareholder in an investment company, a Fund would bear its pro rata portion of
the investment company’s expenses, including advisory fees, in addition to its
own expenses. Although the 1940 Act restricts investments by registered
investment companies in the securities of other investment companies, including
ETFs, registered investment companies may be permitted to invest in investment
companies, including ETFs, beyond the limits set forth in Section 12(d)(1) of
the 1940 Act in reliance on Rule 12(d)(1)-4 which imposes limits on control and
voting on investment funds, among other requirements.
At
the time of purchase, individual stock holdings may represent up to 5% of a
Fund’s total assets. However, due to market price fluctuations, individual stock
holdings may exceed 5% of a Fund’s total assets. Each Fund may overweight or
underweight certain industries and sectors as compared to its benchmark index,
the Russell 2000®
Growth Index for the Hood River Small-Cap Growth Fund and the MSCI ACWI ex USA
Small Cap Index for the Hood River International Opportunity Fund, based on Hood
River’s opinion of the relative attractiveness of companies within those
industries and sectors. Each Fund may not invest in more than 10% of the
outstanding voting shares of a company.
Temporary
Defensive Positions
In
order to respond to adverse market, economic, political or other conditions,
each Fund may assume a temporary defensive position and invest without limit in
cash and cash equivalents, including commercial paper and other money market
instruments that are rated investment grade by a nationally recognized
statistical rating organization, or determined by Hood River to be of comparable
quality. The result of this action may be that each Fund will be unable to
achieve its investment objective.
The
Funds also may use other strategies and engage in other investment practices,
which are more fully described in the Statement of Additional Information
(“SAI”).
ADDITIONAL
PRINCIPAL RISK INFORMATION
The
following is a list of certain principal risks that may apply to your investment
in the Funds. Further information about investment risks is available in the
Funds’ SAI. Each risk applies to one or both Funds as indicated in the following
table:
|
|
|
|
|
|
|
|
|
|
Hood
River Small-Cap
Growth
Fund |
Hood
River International
Opportunity
Fund |
General
Market Risk; Recent Market Events |
X |
X |
Equity
Risk |
X |
X |
Small
Company Risk |
X |
X |
Growth
Investing Risk |
X |
X |
Value
Investing Risk |
|
X |
Management
Risk |
X |
X |
Sector
Emphasis Risk |
X |
X |
Health
Care Sector Risk |
X |
|
Industrial
Sector Risk |
X |
X |
Information
Technology Sector Risk |
X |
X |
Valuation
Risk |
X |
X |
Foreign
Security Risk |
X |
X |
Emerging
and Frontier Markets Risk |
|
X |
Foreign
Currency Risk |
|
X |
Geographic
Investment Risk |
|
X |
Risks
Related to Investing in Japan |
|
X |
Risks
Related to Investing in Europe |
|
X |
Risks
Related to Investing in India |
|
X |
Depositary
Receipts Risk |
|
X |
IPO
Risk |
X |
X |
REIT
Investment Risk |
|
X |
Currency
Risk |
X |
|
ADR
Risk |
X |
|
SPAC
Investments Risk |
X |
|
SPAC-Derived
Companies Risk |
X |
|
PIPEs
Risk |
X |
|
Preferred
Securities Risk |
X |
X |
Cybersecurity
Risk |
X |
X |
Portfolio
Turnover Risk |
X |
X |
Liquidity
Risk |
X |
X |
Other
Investment Companies Risk |
X |
X |
ETF
Risk |
X |
X |
Newer
Fund Risk |
|
X |
Shareholder
Concentration Risk |
|
X |
Operational
Risk |
X |
X |
Forward
Contract Risk |
|
X |
Hedging
Transactions Risk |
|
X |
•General
Market Risk; Recent Market Events: The
market value of a security may move up or down, sometimes rapidly and
unpredictably. These fluctuations may cause a security to be worth less than the
price originally paid for it, or less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy
or
the market as a whole. U.S. and international markets have experienced
volatility in recent months and years due to a number of economic, political and
global macro factors, including rising inflation, problems in the banking
sector, the war between Russia and Ukraine and the impact of COVID-19. While
U.S. and global economies are recovering from the effects of COVID-19, labor
shortages and the inability to meet consumer demand have restricted growth.
Uncertainties regarding the level of central banks’ interest rate increases,
political events, the Russia-Ukraine conflict, trade tensions and the
possibility of a national or global recession have also contributed to market
volatility.
Global
economies and financial markets are increasingly interconnected, which increases
the possibility that conditions in one country or region might adversely impact
issuers in a different country or region. In particular, a rise in protectionist
trade policies, slowing global economic growth, risks associated with epidemic
and pandemic diseases, risks surrounding the uncertainty of the UK’s economy,
the risk of trade disputes, and the possibility of changes to some international
trade agreements, could affect the economies of many nations, including the
United States, in ways that cannot necessarily be foreseen at the present time.
Continuing market volatility as a result of recent market conditions or other
events may have adverse effects on your account. The Adviser will monitor
developments and seek to manage each Fund in a manner consistent with achieving
the Fund’s investment objective, but there can be no assurance that it will be
successful in doing so.
•Equity
Risk:
Each Fund’s equity investments may involve substantial risks and may be subject
to wide and sudden fluctuations in market value, with a resulting fluctuation in
the amount of profits and losses. Equity prices are directly affected by
issuer-specific events, as well as general market conditions. Equity investments
are subordinate to the claims of an issuer’s creditors and, to the extent such
securities are common securities, preferred stockholders. Dividends customarily
paid to equity holders can be suspended or cancelled at any time. In addition,
in many countries, investing in common stocks is subject to heightened
regulatory and self-regulatory scrutiny as compared to investing in debt or
other financial instruments. For the foregoing reasons, investments in equity
securities can be highly speculative and carry a substantial risk of loss of
principal.
•Small
Company Risk:
Companies in which a Fund invests may be more vulnerable than larger companies
to adverse business or economic developments. Small-cap companies may also have
limited product lines, markets, or financial resources, may be dependent on
relatively small or inexperienced management groups, and may operate in
industries characterized by rapid technological obsolescence. Securities of such
companies may be less liquid, more volatile and more difficult to value than
securities of larger companies and therefore may involve greater risk than
investing in larger companies.
•Growth
Investing Risk:
An investment in a growth-oriented fund may be more volatile than the rest of
the U.S. market as a whole. If the Adviser’s assessment of a company’s prospects
for earnings growth or how other investors will value the company’s earnings
growth is incorrect, the process of the stock may fail to reach the value that
the Adviser has placed on it. Growth stock prices tend to fluctuate more
dramatically than the overall stock market.
•Value
Investing Risk:
The Fund may be wrong in its assessment of a company’s value or the market may
not recognize improving fundamentals as quickly as the Fund anticipated. In such
cases, the stock may not reach the price that reflects the intrinsic value of
the company. There are periods when the value investing style falls out of favor
with investors and in such periods the Fund may not perform as well as other
mutual funds investing in common stocks.
•Management
Risk:
Each Fund relies on the Adviser’s ability to pursue the Fund’s investment
objective. The ability of each Fund to meet its investment objective is directly
related to the Adviser’s investment strategies for the Fund. The value of your
investment in a Fund may vary with the effectiveness of the Adviser’s research,
analysis and asset allocation among portfolio securities. If the Adviser’s
investment strategies do not produce the expected results, your investment could
be diminished or even lost.
•Sector
Emphasis Risk:
Although Hood River selects stocks based on their individual merits, some
economic sectors will represent a larger portion of the Funds’ overall
investment portfolio than other sectors. Potential negative market or economic
developments affecting one of the larger sectors could have a greater impact on
the Funds than on a fund with fewer holdings in that sector.
◦Health
Care Sector Risk: To
the extent that the Fund invests a significant portion of its assets in the
health care sector, the Fund will be sensitive to risks affecting health care
companies. Companies in the health care sector are subject to government
regulation and may be affected by reimbursement rates, government approval of
products and services, patent protection and research and development
costs.
◦Industrial
Sector Risk: The
industrial sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Funds’ investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Funds and your investment.
◦Information
Technology Sector Risk: Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Funds’ investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect
profitability.
•Valuation
Risk: The
sale price a Fund could receive for any particular portfolio investment may
differ from the Funds’ valuation of the investment, particularly for securities
that trade in thin or volatile markets or that are valued using a fair value
methodology. Investors who purchase or redeem Fund shares on days when a Fund is
holding fair-valued securities may receive fewer or more shares or lower or
higher redemption proceeds than they would have received if the Fund had not
fair-valued the security or had used a different valuation methodology. When
pricing foreign equity securities, the Funds will generally use an evaluated
adjustment factor provided by a fair value pricing service and the prices of
such securities, as modified by the adjustment factor, may be different from the
prices of which such securities are actually bought and sold.
•Foreign
Security Risk:
Foreign securities investments present a number of economic, financial and
political considerations not typically associated with investments in domestic
securities that could unfavorably affect your account’s performance. Currency
exchange rates and regulations may cause fluctuation in the value of foreign
securities. The Funds’ income from foreign issuers may be subject to non-U.S.
withholding taxes. Each Fund may also be subject to taxes on trading profits or
on transfer of securities in some countries. The costs of buying and selling
foreign securities, including brokerage, tax and custody costs are generally
higher than those for domestic transactions. Foreign securities are subject to
different regulatory environments than in the United States and, compared to the
United States, there may be a lack of uniform accounting, auditing and financial
reporting standards, less volume and liquidity and more volatility, less public
information, and less regulation of foreign issuers. Countries have been known
to expropriate or nationalize assets, and foreign investments may be subject to
political, financial or social instability or adverse diplomatic developments.
There may be difficulties in obtaining service of process on foreign issuers and
difficulties in enforcing judgments with respect to claims under U.S. securities
laws against such issuers. Favorable or unfavorable differences between U.S. and
foreign economies could affect foreign securities values. The U.S. Government
has, in the past, discouraged certain foreign investments by U.S. investors
through taxation or other restrictions and it is possible that such restrictions
could be imposed again.
•Emerging
and Frontier Markets Risk:
In addition to developed markets, the Fund may invest in emerging and frontier
markets. In addition to the risks of foreign securities in general, countries in
emerging and frontier markets are generally more volatile and can have
relatively unstable governments, social and legal systems that do not protect
shareholders, economies based on only a few industries and securities markets
that trade a small number of issues. Taxation, restrictions on foreign
investment and on currency convertibility and repatriation, currency
fluctuations and other developments in laws and regulations of emerging and
frontier markets could result in loss to a Fund. Frontier market countries
generally have smaller economies and even less developed capital markets than
emerging markets. As a result, the risks of investing in emerging markets are
magnified in frontier markets, and include potential for extreme price
volatility and illiquidity; government ownership or control of parts of private
sector and of certain companies; trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures; and
relatively new and unsettled securities laws.
•Foreign
Currency Risk: The
Fund may invest in securities or other instruments denominated in non-U.S.
currencies. Such investments involve currency risks, including unfavorable
currency exchange rate developments and political or governmental intervention
in currency trading or valuation. These risks are higher in emerging markets.
Because the Fund will determine its net asset value (“NAV”) in U.S. dollars,
with respect to trading on
non-U.S.
markets, it is subject to the risk of fluctuation in the exchange rate between
the local currency and dollars and to the possibility of exchange
controls.
•Geographic
Investment Risk: To
the extent that the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country could significantly affect the market in that country and in
surrounding or related countries and have a negative impact on the Fund’s
performance. Currency developments or restrictions, political and social
instability, and changing economic conditions have resulted in significant
market volatility.
•Risks
Related to Investing in Japan:
The Japanese economy may be subject to considerable degrees of economic,
political and social instability, which could have a negative impact on Japanese
securities. Japan’s economic growth rate remains relatively low and it may
remain low in the future. In addition, Japan is subject to the risk of natural
disasters, such as earthquakes, volcanoes, typhoons and tsunamis. Additionally,
decreases in exports, new trade regulations, changes in exchange rates, a global
recession, continued territorial disputes and strained relations may have an
adverse impact on the economy of Japan. Japan also has few natural resources,
and any fluctuation or shortage in the commodity markets could have a negative
impact on Japanese securities.
•Risks
Related to Investing in Europe: The
economies of Europe are highly dependent on each other, both as key trading
partners and as in many cases as fellow members maintaining the euro. Reduction
in trading activity among European countries may cause an adverse impact on each
nation’s individual economies. European countries that are part of the Economic
and Monetary Union of the EU are required to comply with restrictions on
inflation rates, deficits, interest rates, debt levels, and fiscal and monetary
controls, each of which may significantly affect every country in Europe.
Decreasing imports or exports, changes in governmental or EU regulations on
trade, changes in the exchange rate of the euro, the default or threat of
default by an EU member country on its sovereign debt, and recessions in an EU
member country may have a significant adverse effect on the economies of EU
member countries and their trading partners.
The
European financial markets have experienced extreme volatility and adverse
trends due to concerns about rising government debt levels in many European
countries, which have grown in the past year as governments borrowed to combat
the toll of the COVID-19 pandemic on world economies. These events have led to a
decline in asset values and liquidity and these events have adversely affected
the exchange rate of the euro. For some countries, the ability to repay
sovereign debt is in question, and default is possible, which could affect their
ability to borrow in the future. There is the possibility of contagion that
could occur if one country defaults on its debt, and that a default in one
country could trigger declines and possible additional defaults in other
countries in the region.
Responses
to the financial problems by European governments, central banks and others,
including austerity measures and reforms, may not work, may result in social
unrest and may limit future growth and economic recovery or have other
unintended consequences. Further defaults or restructurings by governments and
other entities of their debt could have additional adverse effects on economies,
financial markets, and asset valuations around the world. In addition, one or
more countries may abandon the euro, the common currency of the EU, and/or
withdraw from the EU alongside the UK, as discussed below. The impact of these
actions, especially if they occur in a disorderly fashion, is not clear but
could be significant and far-reaching.
•Risks
Related to Investing in India. India
is an emerging market and exhibits significantly greater market volatility from
time to time in comparison to more developed markets. Political and legal
uncertainty, greater government control over the economy, currency fluctuations
or blockage and the risk of nationalization or expropriation of assets may
result in higher potential for losses. Moreover, governmental actions can have a
significant effect on the economic conditions in India, which could adversely
affect the value and liquidity of the Fund’s investments. The securities markets
in India are comparatively underdeveloped, and stockbrokers and other
intermediaries may not perform as well as their counterparts in the United
States and other more developed securities markets. The limited liquidity of the
Indian securities markets may also affect the Fund’s ability to acquire or
dispose of securities at the price and time that it desires.
Global
factors and foreign actions may inhibit the flow of foreign capital on which
India is dependent to sustain its growth. In addition, the Reserve Bank of India
(“RBI”) has imposed limits on foreign ownership
of
Indian securities, which may decrease the liquidity of the Fund’s portfolio and
result in extreme volatility in the prices of Indian securities. These factors,
coupled with the lack of extensive accounting, auditing and financial reporting
standards and practices, as compared to the United States, may increase the
Fund’s risk of loss. Further, certain Indian regulatory approvals, including
approvals from the Securities and Exchange Board of India, the RBI, the central
government and the tax authorities (to the extent that tax benefits need to be
utilized), may be required before the Fund can make investments in the
securities of Indian companies.
•Depositary
Receipts Risk:
The Fund may invest in ADRs, EDRs, GDRs and IDRs, which are securities
representing securities of foreign issuers. Generally, ADRs are denominated in
U.S. dollars and are designed for use in the U.S. securities markets. EDRs and
GDRs represent a bank certificate issued in more than one country for shares in
a foreign company. An IDR is issued by a depository bank representing ownership
of stock of a foreign company held by the bank in trust. Depositary receipts are
receipts typically issued by a U.S. bank or trust company evidencing ownership
of the underlying securities issued by a foreign corporation. The Fund intends
to purchase “sponsored” ADRs, which are ADRs that are issued jointly by the
issuer of the underlying security and a depository. Depositary receipts may
result in a withholding tax by the foreign country of source which will have the
effect of reducing the income distributable to shareholders. For purposes of the
Fund’s investment policies, depositary receipts are deemed to have the same
classification as the underlying securities they represent. For example, a
depositary receipt representing ownership of common stock will be treated as
common stock.
•IPO
Risk: Each
Fund may purchase securities of companies engaged in IPOs. The price of
securities purchased in IPOs can be very volatile. The Funds’ investments in IPO
shares may include the securities of “unseasoned” companies (companies with less
than three years of continuous operations), which present risks considerably
greater than common stocks of more established companies. These companies may be
involved in new and evolving businesses and may be vulnerable to competition and
changes in technology, markets and economic conditions. They may be more
dependent on key managers and third parties and may have limited product lines.
The effect of IPO investments on a Fund’s performance depends on a variety of
factors, including the number of IPOs the Fund invests in relative to the size
of the Fund, and whether and to what extent a security purchased in an IPO
appreciates or depreciates in value. When a Fund’s asset base is small, a
significant portion of such Fund’s performance could be attributable to
investments in IPOs because such investments would have a magnified impact on
the Fund. As a 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.
•REIT
Investment Risk: Investments
in REITs involve unique risks. REITs may have limited financial resources, may
trade less frequently and in limited volume, and may be more volatile than other
securities. In addition, to the extent the Fund holds interests in REITs, it is
expected that investors in the Fund will bear two layers of asset-based
management fees and expenses (directly at the Fund level and indirectly at the
REIT level). The risks of investing in REITs include certain risks associated
with the direct ownership of real estate and the real estate industry in
general. These include risks related to general, regional and local economic
conditions; fluctuations in interest rates and property tax rates; shifts in
zoning laws, environmental regulations and other governmental action such as the
exercise of eminent domain; cash flow dependency; increased operating expenses;
lack of availability of mortgage funds; losses due to natural disasters;
overbuilding; losses due to casualty or condemnation; changes in property values
and rental rates; and other factors.
In
addition to these risks, residential/diversified REITs and commercial equity
REITs may be affected by changes in the value of the underlying property owned
by the trusts, while mortgage REITs may be affected by the quality of any credit
extended. Further, REITs are dependent upon management skills and generally may
not be diversified. REITs are also subject to heavy cash flow dependency,
defaults by borrowers and self-liquidation. In addition, REITs could possibly
fail to qualify for the beneficial tax treatment available to REITs under the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), or to maintain
their exemptions from registration under the Investment Company Act of 1940, as
amended (the “1940 Act”). The Fund expects that dividends received from a
REIT and distributed to Fund shareholders generally will be taxable to the
shareholder as ordinary income. The above factors may also adversely affect a
borrower’s or a lessee’s ability to meet its obligations to the REIT. In the
event of a default by a borrower or lessee, the REIT may experience delays in
enforcing its rights as a mortgagee or lessor and may incur substantial costs
associated with protecting investments.
•Currency
Risk: Investments
denominated in foreign currencies involve certain risks. Foreign securities are
usually denominated in foreign currency; therefore, changes in foreign currency
exchange rates affect the net asset value of the Fund.
•ADR
Risk:
ADRs are certificates evidencing ownership of shares of a foreign issuer. These
certificates are issued by depository banks and generally trade on an
established market in the U.S. or elsewhere. The underlying shares are held in
trust by a custodian bank or similar financial institution. The depository bank
may not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and interest
and corporate actions. ADRs may be available through “sponsored” facilities. A
sponsored facility is established jointly by the issuer of the security
underlying the receipt and a depositary. ADRs are alternatives to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks associated
with investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the underlying
issuer’s country.
•SPAC
Investments Risk:
SPACs are “blank check” companies with no operating history and, at the time
that the Fund invests in a SPAC, the SPAC typically has not made any
arrangements with any prospective transaction candidates. Accordingly, there is
a limited basis (if any) on which to evaluate the SPAC’s ability to achieve its
business objective. Because SPACs have no operating history or ongoing business
other than seeking acquisitions, the value of their securities is particularly
dependent on the ability of the entity’s management to identify and complete a
profitable acquisition. There is no guarantee that the SPACs in which the Fund
invests will complete an acquisition or that any acquisitions that are completed
will be profitable. Accordingly, at the time that the Fund invests in a SPAC,
there may be little or no basis for the Fund to evaluate the possible merits or
risks of the particular industry in which the SPAC may ultimately operate or the
target business which the SPAC may ultimately acquire.
Public
stockholders of SPACs may not be afforded a meaningful opportunity to vote on a
proposed initial business combination because certain stockholders, including
stockholders affiliated with the management of the SPAC, may have sufficient
voting power, and a financial incentive, to approve such a transaction without
support from public stockholders. As a result, a SPAC may complete a business
combination even though a majority of its public stockholders do not support
such a combination. Some SPACs may pursue acquisitions only within certain
industries or regions, which may increase the volatility of their prices. SPACs
may also encounter intense competition from other entities having a similar
business objective, such as private investors or investment vehicles and other
SPACs, competing for the same acquisition opportunities, which could make
completing an attractive business combination more difficult.
A
SPAC will not generate any revenues until, at the earliest, after the
consummation of a transaction. While a SPAC is seeking a transaction target, its
stock may be thinly traded. There can be no assurance that a market will
develop.
The
proceeds of a SPAC IPO that are placed in trust are subject to risks, including
the risk of insolvency of the custodian of the funds, fraud by the trustee,
interest rate risk and credit and liquidity risk relating to the securities and
money market funds in which the proceeds are invested. SPACs invest their trust
assets in U.S. Treasuries or money market funds, which may also be at risk for
loss at various times.
•SPAC-Derived
Companies Risk:
Companies derived from a SPAC are companies that may be unseasoned and lack a
trading history, a track record of reporting to investors, and widely available
research coverage. SPAC-derived companies are thus often subject to extreme
price volatility and speculative trading. In addition, SPAC-derived companies
may share similar illiquidity risks of private equity and venture capital. The
free float shares held by the public in a SPAC-derived company are typically a
small percentage of the market capitalization. The ownership of many
SPAC-derived companies often includes large holdings by venture capital and
private equity investors who seek to sell their shares in the public market in
the months following a business combination transaction when shares restricted
by lock-up are released, causing greater volatility and possible downward
pressure during the time that locked-up shares are released.
•PIPEs
Risk:
Shares in PIPES generally are not registered with the SEC until after a certain
time period from the date the private sale is completed. This restricted period
can last many months. Until the public registration process is completed, PIPEs
are restricted as to resale and the Fund cannot freely trade the securities.
Generally, such restrictions cause the PIPEs to be illiquid during this time.
PIPEs may contain provisions that the issuer will pay specified financial
penalties to the holder if the issuer does not publicly register the restricted
equity securities within a specified period of time, but there is no assurance
that the restricted equity securities will be publicly registered, or that the
registration will remain in effect.
•Preferred
Securities Risk:
Preferred securities may pay fixed or adjustable rates of return and are subject
to many of the risks associated with debt securities (e.g.,
interest rate risk, call risk and extension risk). In addition, preferred
securities
are subject to issuer-specific and market risks applicable generally to equity
securities. Because many preferred securities allow the issuer to convert their
preferred security into common stock, preferred securities are often sensitive
to declining common stock values. A company’s preferred securities generally pay
dividends only after the company makes required payments to holders of its bonds
and other debt. For this reason, the value of preferred securities will usually
react more strongly than bonds and other debt to actual or perceived changes in
the company’s financial condition or prospects. Preferred securities of smaller
companies may be more vulnerable to adverse developments than preferred stock of
larger companies.
•Cybersecurity
Risk:
With the increased use of technologies such as the Internet to conduct business,
a Fund is susceptible to operational, information security, and related risks.
In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber attacks include, but are not limited to, gaining unauthorized
access to digital systems (e.g.,
through “hacking” or malicious software coding) for purposes of misappropriating
assets or sensitive information, corrupting data, or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not
require gaining unauthorized access, such as causing denial-of-service attacks
on websites (i.e., efforts to make network services unavailable to intended
users). Cyber incidents affecting a Fund or its service providers may cause
disruptions and impact business operations, potentially resulting in financial
losses, interference with a Fund’s ability to calculate its NAV, impediments to
trading, the inability of shareholders to transact business, violations of
applicable privacy and other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation costs, or additional compliance
costs. Similar adverse consequences could result from cyber incidents affecting
issuers of securities in which a Fund invests, counterparties with which a Fund
engages in transactions, governmental and other regulatory authorities, exchange
and other financial market operators, banks, brokers, dealers, insurance
companies and other financial institutions (including financial intermediaries
and service providers for shareholders) and other parties. In addition,
substantial costs may be incurred in order to prevent any cyber incidents in the
future. While the Funds’ service providers have established business continuity
plans in the event of, and risk management systems to prevent, such cyber
incidents, there are inherent limitations in such plans and systems including
the possibility that certain risks have not been identified. Furthermore, a Fund
cannot control the cyber security plans and systems put in place by its service
providers or any other third parties whose operations may affect the Fund or its
shareholders. As a result, such Fund and its shareholders could be negatively
impacted.
•Portfolio
Turnover Risk:
If a Fund frequently trades its portfolio securities, such Fund will incur
higher brokerage commissions and transaction costs, which could lower the Fund’s
performance. In addition to lower performance, high portfolio turnover could
result in a higher amount of taxable capital gains, including short-term capital
gains taxable to shareholders at ordinary income tax rates.
•Liquidity
Risk:
The risk that certain securities may be difficult or impossible to sell at the
time and the price that the seller would like. While the markets in securities
of small companies have grown rapidly in recent years, such securities may trade
less frequently and in smaller volumes than more widely held securities. The
values of these securities may fluctuate more sharply than those of other
securities, and a Fund may experience some difficulty in establishing or closing
out positions in these securities at prevailing market prices. There may be less
publicly available information about the issuers of these securities or less
market interest in such securities than in the case of larger companies, and it
may take a longer period of time for the prices of such securities to reflect
the full value of their issuers’ underlying earnings potential or
assets.
•Other
Investment Companies Risk:
To the extent a Fund invests in other investment companies, your cost of
investing in the Fund will be higher than the cost of investing directly in the
underlying fund shares. You will indirectly bear fees and expenses charged by
the underlying funds in addition to each Fund’s direct fees and expenses.
Furthermore, the use of this strategy could affect the timing, amount and
character of distributions to you and therefore may increase the amount of taxes
payable by you.
•ETF
Risk:
When a Fund invests in an ETF you will indirectly bear fees and expenses charged
by the underlying ETF in addition to a Fund’s direct fees and expenses and, as a
result, your cost of investing in such Fund will generally be higher than the
cost of investing directly in the underlying ETF’s shares. An investor may
invest directly in an ETF, and thereby avoid paying duplicative fees. An
investment in an ETF generally presents the same primary risks as an investment
in a conventional mutual fund (i.e., one that is not exchange traded) that has
the same investment objective, strategies and policies. The price of an ETF can
fluctuate within a wide range, and a Fund could lose money when investing in an
ETF if the prices of the securities owned by the ETF go down. In addition, ETFs
are subject to the following risks that do not apply to conventional mutual
funds: (1) the market price of the ETF’s shares may trade at a discount to their
NAV; (2) an active trading market for an ETF’s shares may not
develop
or be maintained; or (3) trading of an ETF’s shares may be halted if the listing
exchange’s officials deem such action appropriate, the shares are de-listed from
the exchange, or the activation of market-wide “circuit breakers” (which are
tied to large decreases in stock prices) halts stock trading generally.
•Newer
Fund Risk:
There can be no assurance that the Fund will grow to or maintain an economically
viable size, in which case the Board of Trustees may determine to liquidate the
Fund. Liquidation of the Fund can be initiated without shareholder approval by
the Board of Trustees if it determines that liquidation is in the best interest
of shareholders. As a result, the timing of the Fund’s liquidation may not be
favorable.
•Shareholder
Concentration Risk:
A large percentage of the Fund’s shares are held by Adviser personnel. A large
redemption by these shareholders could materially increase the Fund’s
transaction costs and could increase the Fund’s ongoing operating expenses,
which would negatively impact the remaining shareholders of the
Fund.
•Operational
Risk: Operational
risks include human error, changes in personnel, system changes, faults in
communication, and failures in systems, technology, or processes. Various
operational events or circumstances are outside the Adviser’s control, including
instances at third parties. The Funds and the Adviser seek to reduce these
operational risks through controls and procedures. However, these measures do
not address every possible risk and may be inadequate to address these
risks.
•Forward
Contract Risk:
The successful use of forward contracts draws upon the Adviser’s skill and
experience with respect to such instruments and is subject to special risk
considerations. The primary risks associated with the use of forward contracts,
which may adversely affect the Fund’s NAV and total return, are (a) the
imperfect correlation between the change in market value of the instruments held
by the Fund and the price of the forward contract; (b) possible lack of a liquid
secondary market for a forward contract and the resulting inability to close a
forward contract when desired; (c) losses caused by unanticipated market
movements, which are potentially unlimited; (d) the Adviser’s inability to
predict correctly the direction of securities prices, interest rates, currency
exchange rates and other economic factors; and (e) the possibility that the
counterparty will default in the performance of its obligations.
•Hedging
Transactions Risk:
The Adviser from time to time employs various hedging techniques. The success of
the Fund’s hedging strategy will be subject to the Adviser’s ability to
correctly assess the degree of correlation between the performance of the
instruments used in the hedging strategy and the performance of the investments
in the Fund being hedged. Since the characteristics of many securities change as
markets change or time passes, the success of the Fund’s hedging strategy will
also be subject to the Adviser’s ability to continually recalculate, readjust,
and execute hedges in an efficient and timely manner. For a variety of reasons,
the Adviser may not seek to establish a perfect correlation between such hedging
instruments and the Fund holdings being hedged. Such imperfect correlation may
prevent the Fund from achieving the intended hedge or expose the Fund to risk of
loss. In addition, it is not possible to hedge fully or perfectly against any
risk, and hedging entails its own costs (such as trading commissions and
fees).
DISCLOSURE
OF PORTFOLIO HOLDINGS
A
description of the Funds’ policies and procedures with respect to the disclosure
of each Fund’s portfolio holdings is available in the SAI. 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 and semi-annual reports to Fund shareholders
and in other regulatory filings. The annual and semi-annual reports to Fund
shareholders are available free of charge by contacting the Funds, c/o U.S. Bank
Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701 or calling (800)
497-2960.
VOLUNTARY
FEE WAIVERS AND/OR EXPENSE REIMBURSEMENTS
Service
providers to the Funds may, from time to time, voluntarily waive all or a
portion of any fees to which they are entitled and/or reimburse certain expenses
as they may determine from time to time. The Funds’ service providers may
discontinue or modify these voluntary actions at any time without notice. The
Funds’ performance will reflect the voluntary waiver of fees and/or the
reimbursement of expenses, if any. Without these waivers and/or expense
reimbursements, performance would be less favorable.
MANAGEMENT
OF THE FUNDS
INVESTMENT
ADVISER
Hood
River is a registered investment adviser located at 2373 PGA Boulevard, Suite
200, Palm Beach Gardens, Florida 33410, and serves as the adviser to the Funds
subject to the supervision of the Board of Manager Directed Portfolios (the
“Trust”). Hood River was established in January 2013 and offers investment
advisory services to mutual funds, institutional
accounts
and individual investors. As of June 30, 2023, Hood River had assets under
management of approximately $3.4 billion.
ADVISORY
FEE
The
Hood River Small-Cap Growth Fund and the Hood River International Opportunity
Fund each pay Hood River a monthly advisory fee at an annual rate of 0.90% and
1.05%, respectively, of each Fund’s average daily net assets. Prior to November
1, 2023, the Hood River International Opportunity Fund paid Hood River a monthly
advisory fee at an annual rate of 1.30% of the Fund’s average daily net assets.
For the fiscal year ended June 30, 2023, Hood River received an advisory
fee of 0.89% of the average daily net assets of the Hood River Small-Cap Growth
Fund and, after waivers and reimbursements, did not receive an advisory fee from
the Hood River International Opportunity Fund.
Hood
River has contractually agreed to limit the total annual fund operating expenses
of the Hood River Small-Cap Growth Fund and the Hood River International
Opportunity Fund, not including Excludable Expenses, to 0.99% and 1.15%,
respectively. Effective for the period beginning January 1, 2021, the Adviser
may request recoupment of previously waived fees and paid expenses from the Hood
River Small-Cap Growth Fund for 36 months from the date such fees and expenses
were waived or paid, subject to the operating expense limitation agreement, if
such reimbursement will not cause the Fund’s total expense ratio to exceed the
expense limitation in place at the time of the waiver and/or expense payment and
the expense limitation in place at the time of the recoupment. Effective for the
period beginning September 28, 2021, the Adviser may request recoupment of
previously waived fees and paid expenses from the Hood River International
Opportunity Fund for 36 months from the date such fees and expenses were waived
or paid, subject to the operating expense limitation agreement, if such
reimbursement will not cause the Fund’s total expense ratio to exceed the
expense limitation in place at the time of the waiver and/or expense payment and
the expense limitation in place at the time of the recoupment. Each Fund must
pay its current ordinary operating expenses before the Adviser is entitled to
any recoupment of management fees and/or expenses. The waiver and expense
agreements for the Hood River Small-Cap Growth Fund and the Hood River
International Opportunity Fund will remain in effect through at least
October 31, 2024, unless sooner terminated by mutual agreement of the Board
and Hood River.
A
discussion regarding the basis for the Board’s approval of the investment
advisory agreement between Hood River and the Trust, on behalf of the Funds, is
available in the Funds’ semi-annual
report
to shareholders for the period ended December 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 the Funds share the same investment advisor with any other series of the
Trust.
PORTFOLIO
MANAGERS OF THE FUNDS
The
business experience and educational background of the Funds’ portfolio managers
is provided below. The SAI provides additional information about the portfolio
managers’ compensation, other accounts managed by the portfolio managers and the
portfolio managers’ ownership of securities in each Fund.
The
day-to-day management of the Funds is the responsibility of Hood River’s
Investment Team (the “Investment Team”), which includes the individuals listed
below. The Hood River Small-Cap Growth Fund is jointly and primarily managed by
Messrs.
Smoluch
and Swank. The Hood River International Opportunity Fund is jointly and
primarily managed by Messrs.
Smoluch,
Swank, Cannon, and Kumar.
The
Investment Team meets regularly to make investment decisions for the Funds. As
part of the security selection process, two portfolio managers may elect to
reduce a position size down to 50 basis points of a Fund’s net assets to manage
risk, subject to limits set by the Investment Team.
Brian
P. Smoluch, CFA
Mr.
Smoluch co-founded Hood River in 2013 as a spinoff from Roxbury where he managed
the Small-Cap Growth strategy for 10 years. Prior to Roxbury, Brian was part of
the small/mid-cap team at Columbia Management. He began his career as an
investment banking financial analyst at Salomon Brothers in New York. Mr.
Smoluch has a B.S. with Distinction from the University of Virginia and an
M.B.A. from Harvard University.
David
G. Swank, CFA
Mr.
Swank co-founded Hood River in 2013 as a spinoff from Roxbury where he managed
the Small-Cap Growth strategy for 4 years. Prior to Roxbury, David worked for
GMT Capital Corporation as the healthcare sector head of a $4 billion long/short
equity hedge fund. He previously worked at Morgan Stanley Investment Management
and began his career as a research associate at Furman Selz and Montgomery
Securities. Mr. Swank has a B.S. with Distinction from the University of
Virginia and an M.B.A. from the Tuck School of Business at Dartmouth
College.
Lance
R. Cannon, CFA
Mr.
Cannon joined Hood River in 2018 as a research analyst and has 15 years of
financial market experience. Prior to joining Hood River, Lance was a senior
analyst at USDR Investment Management. He previously performed equity research
at TCW and Kayne Anderson Rudnick and was a managing director at GPS Capital
Markets, Inc. Lance has a B.S. in business management, with an emphasis in
finance, from Brigham Young University and an M.B.A. from The Anderson School of
Management at the University of California, Los Angeles.
Rohan
B. Kumar
Mr.
Kumar joined Hood River in 2015 as a research analyst and has 13 years of
investment experience. Prior to joining Hood River, Rohan was a research analyst
at Hawkeye Capital Management. He previously was an analyst at Reliance Capital
and began his career as a Component Design Engineer at Intel. Rohan has a
Bachelor of Technology in electrical engineering from the Indian Institute of
Technology at Kharagpur, a Masters from Harvard’s Kennedy School and his M.B.A.
from The Wharton School at the University of Pennsylvania.
DISTRIBUTION
AND SERVICING OF SHARES
DISTRIBUTOR
The
Trust has entered into a Distribution Agreement with Quasar Distributors, LLC,
(the “Distributor”), a subsidiary of Foreside Financial Group, LLC, located at
111 East Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202, pursuant to
which the Distributor acts as the Funds’ principal underwriter, provides certain
administration services and promotes and arranges for the sale of Fund shares.
The offering of Fund shares is continuous, and the Distributor distributes Fund
shares on a best efforts basis. The Distributor is not obligated to sell any
certain number of shares of the Funds. The Distributor is a registered
broker-dealer and member of FINRA.
RULE
12B-1 PLAN
The
Funds have adopted a distribution and shareholder servicing plan pursuant to
Rule 12b-1 under the 1940 Act (the “Rule 12b-1 Plan”) on behalf of the
Investor Shares to pay distribution fees for the sale and distribution of Fund
shares. Under the Rule 12b-1 Plan, Investor Shares pay the Distributor and
other authorized recipients a Rule 12b-1 fee at an annual rate of up to 0.25% of
their average daily net asset value. The Distributor uses this Rule 12b-1 fee
primarily to finance activities that promote the sale of Investor Shares. Such
activities include, but are not necessarily limited to, compensating brokers,
dealers, financial intermediaries and sales personnel for distribution and
shareholder services, printing and mailing prospectuses to persons other than
current shareholders, printing and mailing sales literature, and advertising.
Because Rule 12b-1 fees are ongoing, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges. The Distributor or the Funds may select financial institutions, such as
banks, fiduciaries, custodians, investment advisers and broker-dealers, as
agents to provide sales or administrative services for their clients or
customers who beneficially own Investor Shares. Financial institutions will
receive Rule 12b-1 fees from the Distributor based upon shares owned by their
clients or customers.
SHAREHOLDER
SERVICING PLAN
The
Funds have implemented a Shareholder Servicing Plan (the “Shareholder Servicing
Plan”) on behalf of the Institutional Shares and Investor Shares that allows
each Fund to make payments to financial intermediaries and other service
providers for Institutional and Investor shareholders in return for shareholder
servicing and maintenance of Institutional and Investor shareholder accounts
that are held through an omnibus account, networked account or other similar
arrangement with a financial intermediary. These shareholder servicing and
maintenance fees may not exceed 0.10% per year of the Funds’ average daily net
assets for Institutional Shares and Investor Shares, respectively, and may not
be used to pay for any services in connection with the distribution and sale of
Institutional Shares or Investor Shares.
SALES
AND MARKETING PROGRAMS
Hood
River and/or its affiliates may pay financial intermediaries for distribution,
marketing, servicing, and sales support out of its profits or other sources
available to it (and not an additional charge to the Funds). These payments may
include amounts that are sometimes referred to as “revenue sharing” payments and
are in addition to or in lieu of any amounts payable to financial intermediaries
under the Funds’ Rule 12b-1 Plan or Shareholder Servicing Plan.
DESCRIPTION
OF CLASSES
The
Hood River Small-Cap Growth Fund and the Hood River International Opportunity
Fund offer Institutional Shares, Investor Shares, and Retirement Shares in this
Prospectus.
The
different classes represent investments in the same portfolio of securities, but
the classes are subject to different expenses and may have different share
prices as outlined below. Each class of shares has different expenses and
distribution arrangements to provide for different investment needs. You should
always discuss the suitability of your investment with your broker-dealer or
financial adviser.
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Hood
River Small-Cap Growth Fund |
Institutional
Shares |
|
Investor
Shares |
|
Retirement
Shares |
Distribution
(Rule 12b-1) fees |
None |
|
0.25% |
|
None |
Shareholder
Servicing fee |
0.10% |
|
0.10% |
|
None |
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Hood
River International Opportunity Fund |
Institutional
Shares |
|
Investor
Shares |
|
Retirement
Shares |
Distribution
(Rule 12b-1) fees |
None |
|
0.25% |
|
None |
Shareholder
Servicing fee |
0.10% |
|
0.10% |
|
None |
Institutional
Shares.
Institutional Shares pay lower annual expenses than Investor Shares.
Institutional Shares are subject to a shareholder servicing fee not to exceed
0.10% of the average daily net assets of a Fund attributable to Institutional
Shares, computed on an annual basis. Institutional Shares are offered only to
certain institutional investors or through certain financial intermediary
accounts or retirement plans, subject to the applicable investment minimums.
Institutional Shares are available to the following:
•institutional
investors;
•IRAs;
•certain
financial institutions, endowments, foundations, government entities or
corporations investing on their own behalf;
•existing
Institutional class shareholders;
•Trustees
of the Trust, former trustees of the Trust, employees of affiliates of the Funds
and the Adviser and other individuals who are affiliated with the Funds (this
also applies to any spouse, parents, children, siblings, grandparents,
grandchildren and in-laws of those mentioned) and Adviser affiliate employee
benefit plans; and
•wrap
fee programs of certain broker-dealers (please consult your financial
representative to determine if your wrap fee program is subject to additional or
different conditions or fees).
Investor
Shares.
Investor Shares are subject to a Rule 12b‑1 distribution fee of up to 0.25% of
the average daily net assets of a Fund attributable to Investor Shares, and a
shareholder servicing fee not to exceed 0.10% of the average daily net assets of
a Fund attributable to Investor Shares, each computed on an annual basis.
Retirement
Shares.
Retirement Shares are offered for sale without the imposition of Rule 12b-1 or
shareholder servicing fees. Retirement Shares are generally available only to
certain retirement plans that trade on an omnibus level. Retirement Shares pay
lower annual expenses than the Funds’ Institutional Shares and Investor Shares.
Retirement
Shares are available in certain retirement plans, including the following,
provided that in each case the plan trades on an omnibus level:
•Section
401(a) and 457 plans;
•Section
403(b) custodial accounts;
•Section
401(k), profit sharing, money purchase pension and defined benefit plans; and
•Non-qualified
deferred compensation plans.
SHAREHOLDER
INFORMATION
PRICING
OF SHARES
The
price of the Funds’ shares is based on its NAV. The NAV per share of a Fund is
determined as of the close of regular trading on the New York Stock Exchange
(“Exchange”) (generally 4:00 p.m. Eastern Time) (“Market Close”) on each day
that the Exchange is open for business (each, a “Business Day”). The NAV is
calculated by adding the value of all securities and other assets in a Fund,
deducting its liabilities, and dividing the balance by the number of outstanding
shares in the Fund. The price at which a purchase or redemption is effected is
based on the next calculation of NAV after the order is received by an
authorized financial institution or U.S. Bancorp Fund Services, LLC, the Funds’
transfer agent (the “Transfer Agent”), and under no circumstances will any order
be accepted for purchase or redemption after the NAV calculation. Shares will
only be priced on Business Days. In addition, foreign securities held by the
Funds may trade on weekends or other days when the Funds does not calculate NAV.
As a result, the market value of these investments may change on days when
shares of the
Funds
cannot be bought or sold. Any order received after the close of trading on the
Exchange will be processed at the NAV as determined as of the close of trading
on the next day the Exchange is open.
Each
Fund values its assets based on current market values when such values are
available. These prices normally are supplied by an independent pricing service.
Equity securities held by a Fund which are listed on a national securities
exchange, except those traded on the NASDAQ Stock Market, Inc. (“NASDAQ”), and
for which market quotations are available, are valued at the last quoted sale
price on the exchange on which the security is principally traded. Securities
traded on NASDAQ are valued in accordance with the NASDAQ Official Closing
Price, which may not be the last sale price.
Pricing
services may use various valuation methodologies including matrix pricing and
other analytical pricing models as well as market transactions and dealer
quotations. The Board has appointed the Adviser as its designee (the “Valuation
Designee”) for all fair value determinations and responsibilities for the Funds,
subject to oversight by the Board. Assets and securities for which market
quotations are not readily available are valued in good faith in accordance with
the Valuation Designee’s procedures.
When
a Fund uses fair value pricing to determine its NAV, securities will not be
priced on the basis of quotations from the primary market in which they are
traded, but rather may be priced by another method that the Valuation Designee
believes accurately reflects fair value. The Funds’ policy is intended to result
in a calculation of a Fund’s NAV that fairly reflects security values as of the
time of pricing. However, fair values determined pursuant to the Valuation
Designee’s procedures may not accurately reflect the price that a Fund could
obtain for a security if it were to dispose of that security as of the time of
pricing.
Prices
of foreign securities or other assets quoted in foreign currencies are
translated into U.S. dollars at current rates. If a significant event occurs in
a foreign market after the close of the exchange that may affect a security’s
value, such security may be valued at its fair value pursuant to the procedures
discussed above. Each Fund has retained a pricing service to assist in valuing
foreign securities in order to adjust for possible changes in value that may
occur between the close of the foreign exchange and the time at which a Fund
calculates its NAV. The fair value pricing service may employ quantitative
models in determining fair value.
PURCHASE
OF SHARES
Each
Fund’s shares are offered on a continuous basis and are sold without any sales
charges. You may purchase shares as specified below. The minimum initial
investments for Institutional Shares and Investor Shares of a Fund are $25,000
and $1,000, respectively. There is no minimum initial investment for Retirement
Shares of a Fund. Additional investments may be made in any amount. The Funds
reserve the right to change the criteria for eligible investors and investment
minimums, and the investment minimums may be waived at the discretion of the
Adviser.
Shares
of the Funds have not been registered for sale outside of the United States. The
Funds generally do not sell shares to investors residing outside the United
States, even if they are United States citizens or lawful permanent residents,
except to investors with United States military APO or FPO addresses.
By
Mail:
You may purchase shares by sending a check in U.S. dollars drawn on a U.S. bank
payable to the Hood River Small-Cap Growth Fund or Hood River International
Opportunity Fund, indicating the name and share class of the Fund you are
purchasing, and the dollar amount to be purchased, along with a completed
application. If a subsequent investment is being made, write your account number
on the check and send it together with the Invest by Mail form from your most
recent confirmation statement received from the 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. The Funds
will not accept payment in cash or money orders. The Funds do not accept
post-dated checks or any conditional order or payment. To prevent check fraud,
the Funds will not accept third party checks, Treasury checks, credit card
checks, traveler’s checks or starter checks for the purchase of shares. Send the
check and account application to:
Regular
mail:
Hood
River Small-Cap Growth Fund or Hood River International Opportunity
Fund
c/o
U.S. Bank Global Fund Services
P.
O. Box 701
Milwaukee,
WI 53201-0701
Overnight
mail:
Hood
River Small-Cap Growth Fund or Hood River International Opportunity
Fund
c/o
U.S. Bank Global Fund Services
615
East Michigan Street, 3rd
Floor
Milwaukee,
WI 53202
The
Funds do not consider the U.S. Postal Service or other independent delivery
services to be their agent. Therefore, deposit in the mail or with such
services, or receipt at the Transfer Agent’s post office box, of purchase orders
does not constitute receipt by the Transfer Agent. Receipt of purchase orders is
based on when the order is received at the Transfer Agent’s offices. Purchase
orders must be received prior to Market Close to be eligible for same day
pricing.
By
Wire:
If you are making your first investment in the Funds by wire, before you wire
funds the Transfer Agent must have a completed account application. You may mail
or deliver overnight your account application to the Transfer Agent at the
addresses provided under “By Mail” above. Upon receipt of your completed account
application, the Transfer Agent will establish an account for you. The account
number assigned will be required as part of the instruction that should be
provided to your bank to send the wire. Your bank must include the name of the
Fund you are purchasing, the account number, and your name so that monies can be
correctly applied.
Before
sending funds for initial or subsequent investment by wire, please contact the
Transfer Agent to advise them of your intent to wire funds. This will ensure
prompt and accurate credit upon receipt of your wire. Wired funds must be
received prior to Market Close to be eligible for same day pricing. The Funds
and U.S. Bank, N.A. are not responsible for the consequences of delays resulting
from the banking or Federal Reserve wire system, or from incomplete wiring
instructions. Your bank should transmit funds by wire to:
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Wire
to: |
U.S.
Bank National Association |
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777
East Wisconsin Avenue |
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Milwaukee,
WI 53202 |
ABA
Number: |
075000022 |
Credit: |
U.S.
Bancorp Fund Services, LLC |
Account: |
112-952-137 |
Further
Credit: |
Hood
River Small-Cap Growth Fund or |
|
Hood
River International Opportunity Fund |
|
(Shareholder
Name/Account Registration |
|
(Shareholder
Account Number) |
By
Telephone: Investors
may purchase additional shares of the Funds by calling, toll-free, (800)
497-2960. If you accepted this option on your account application, and your
account has been open for at least 7 business days, telephone orders in any
amount will be accepted via electronic funds transfer from your bank account
through the Automated Clearing House (“ACH”) network. You must have banking
information established on your account prior to making a purchase. If your
order is received prior to Market Close, your shares will be purchased at the
NAV calculated on the day your order is placed.
Purchase
orders by telephone must be received by or prior to Market Close. During periods
of high market activity, shareholders may encounter higher than usual call
waits. Please allow sufficient time to place your telephone transaction.
Automatic
Investment Plan:
Once your account has been opened you may make additional purchases of the Funds
at regular intervals through the Automatic Investment Plan (“AIP”). The AIP
provides a convenient method to have monies deducted from your financial
institution account for investment into the Funds on a monthly, bi-monthly,
quarterly, semi-annual, or annual basis. In order to participate in the AIP,
each purchase must be in the amount of $50 or more, and your financial
institution must be a member of the ACH network. To begin participating in the
AIP, please complete the AIP section on the account application or call the
Transfer Agent at (800) 497-2960 for instructions. Any request to change or
terminate your AIP should be submitted to the Transfer Agent at least five days
prior to the effective date.
Payroll
Investment Plan: The
Payroll Investment Plan (“PIP”) permits you to make regularly scheduled
purchases of Fund shares through payroll deductions. To open a PIP account, you
must submit a payroll deduction form to your employer’s payroll department after
your account has been established with a Fund. Then, a portion of your paycheck
will automatically be transferred to your PIP account for as long as you wish to
participate in the PIP. It is the responsibility of your employer, not the
Funds, the Distributor, the Adviser, or the Transfer Agent, to arrange for
transactions under the PIP. The Funds reserve the right to vary its minimum
purchase requirements for employees participating in a PIP. For more information
regarding the PIP call (800) 497-2960.
Additional
Information Regarding Purchases:
Purchase orders received by the Transfer Agent in good order before Market Close
will be priced at the NAV that is determined as of Market Close. Purchase orders
received in good order after
Market
Close will be priced as of the close of regular trading on the following
Business Day. “Good order” means that the purchase request includes all accurate
required information. Purchase requests not in good order may be rejected.
Any
purchase order may be rejected if the Funds determine that accepting the order
would not be in the best interest of a Fund or its shareholders. The Funds
reserve the right to reject any account application. The Transfer Agent will
charge a $25 fee against a shareholder’s account, in addition to any loss
sustained by the Funds, for any check or other method of payment that is
returned. It is the policy of the Funds not to accept applications under certain
circumstances or in amounts considered disadvantageous to shareholders. The
Funds reserve the right to suspend the offering of shares.
Individual
Retirement Accounts:
The Funds offer prototype documents for a variety of retirement accounts for
individuals and small businesses. Please call (800) 497-2960 for information
on:
•Individual
Retirement Plans, including Traditional IRAs and Roth IRAs
•Small
Business Retirement Plans, including Simple IRAs and SEP IRAs
•Coverdell
Education Savings Accounts
There
may be special distribution requirements for a retirement account, such as
required distributions or mandatory Federal income tax withholding. 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.
The
Funds reserve the right to suspend the offering of shares.
REDEMPTION
OF SHARES
You
may sell (redeem) your shares on any Business Day. Redemptions are effected at
the NAV next determined after the Transfer Agent or authorized financial
intermediary has received your redemption request. The Fund’s name, the
share class name, your account number, the number of shares or dollar amount you
would like redeemed and the signatures of all shareholders whose names appear on
the account registration should accompany any redemption requests. You may elect
to have redemption proceeds paid by check, by wire (for amounts of $1,000 or
more) or by electronic funds transfer via ACH. Proceeds will be sent to the
address or bank account on record. For payment through the ACH network, your
bank must be an ACH member and your bank account information must be maintained
on your Fund account. If you purchased your shares through a financial
intermediary (as discussed under “Purchasing and Redeeming Shares Through a
Financial Intermediary,” below) you should contact the financial intermediary
for information relating to redemptions.
The
Funds typically expect to pay redemption proceeds on the next Business Day after
the redemption request is received in good order and prior to Market Close,
regardless of whether the redemption proceeds are sent via check, wire, or ACH
transfer. “Good order” means your redemption request includes: (1) the name
of the Fund, (2) the number of shares or dollar amount to be redeemed, (3) the
account number and (4) signatures of all shareholders whose names appear on the
account registration with a signature guarantee, if applicable. If a Fund has
sold securities to generate cash to meet your redemption request, the redemption
proceeds may be postponed until the first Business Day after the Fund receives
the sales proceeds. Under unusual circumstances, the Funds may suspend
redemptions, or postpone payment for up to seven days, as permitted by federal
securities law. The Funds typically expect to meet redemption requests by paying
out proceeds from cash or cash equivalent portfolio holdings, or by selling
portfolio holdings if consistent with the management of the Funds. The
Funds reserve the right to redeem in-kind as described under “In-Kind
Redemptions,” below. Redemptions in‑kind are typically used to meet redemption
requests that represent a large percentage of each Fund’s net assets in order to
minimize the effect of large redemptions on a Fund and its remaining
shareholders. Redemptions in-kind may be used regularly, and may also be
used in stressed market conditions. If shares to be redeemed represent a recent
investment made by check or ACH transfer, the Funds reserve the right to not
make the redemption proceeds available until they have reasonable grounds to
believe that the check or ACH transfer has been collected (which may take up to
10 calendar days). Shareholders can avoid this delay by utilizing the wire
purchase option.
By
Mail:
If you redeem your shares by mail, you must submit written instructions which
indicate the Fund’s name and class you are redeeming shares from, your account
number, the number of shares or dollar amount you would like redeemed and
the
signatures of all shareholders whose names appear on the account registration
along with a signature guarantee, if applicable. Your redemption request should
be sent to:
Regular
mail:
Hood
River Small-Cap Growth Fund or Hood River International Opportunity
Fund
c/o
U.S. Bank Global Fund Services
P.
O. Box 701
Milwaukee,
WI 53201-0701
Overnight
mail:
Hood
River Small-Cap Growth Fund or Hood River International Opportunity
Fund
c/o
U.S. Bank Global Fund Services
615
East Michigan Street, 3rd
Floor
Milwaukee,
WI 53202
The
Funds do not consider the U.S. Postal Service or other independent delivery
services to be their agent. Therefore, deposit in the mail or with such
services, or receipt at the Transfer Agent’s post office box, of redemption
requests does not constitute receipt by the Transfer Agent. Receipt of
redemption requests is based on when the order is received at the Transfer
Agent’s offices. Redemption requests must be received prior to Market Close to
be eligible for same day pricing.
By
Wire:
Wires are subject to a $15 fee paid by you, but you do not incur any charge when
proceeds are sent via the ACH system.
By
Telephone:
If you prefer to redeem your shares by telephone, you must accept telephone
options on your account application. You may then initiate a redemption of
shares up to the amount of $50,000 by calling the Transfer Agent at (800)
497-2960. Adding telephone options to an existing account may require a
signature guarantee or other acceptable form of authentication from a financial
institution source.
Investors
may have a check sent to the address of record, may wire proceeds to a
shareholder’s bank account of record, or proceeds may be sent via electronic
funds transfer through the ACH network, also to the bank account of record.
Redemption
requests must be received by or before the close of regular trading on the
Exchange on any Business Day. During periods of high market activity,
shareholders may encounter higher than usual call waits. Please allow sufficient
time to place your telephone transaction. 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 accepted, it may not be
canceled or modified after Market Close.
Before
executing an instruction received by telephone, the Transfer Agent will use
reasonable procedures to confirm that the telephone instructions are genuine.
The telephone call may be recorded and the caller may be asked to verify certain
personal identification information. If the Funds or their agents follow these
procedures, they cannot be held liable for any loss, expense or cost arising out
of any telephone redemption request that is reasonably believed to be genuine.
This includes fraudulent or unauthorized requests. If an account has more than
one owner or authorized person, the Funds will accept telephone instructions
from any one owner or authorized person.
Systematic
Withdrawal Plan: As
another convenience, you may redeem your Fund shares through the Systematic
Withdrawal Plan (“SWP”). Under the SWP, you may choose to receive a specified
dollar amount, generated from the redemption of shares in your account, on a
monthly, bi-monthly, quarterly, semi-annual, or annual basis. In order to
participate in the SWP, your account balance must be at least $10,000 and each
payment should be a minimum of $100. If you elect this method of redemption, the
Funds will send a check to your address of record, or will send the payment via
electronic funds transfer through the ACH network directly to your bank account.
The SWP may be terminated at any time by the Funds. You may also elect to
terminate your participation in the SWP at any time by contacting the Transfer
Agent at least 5 days prior to the next withdrawal.
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
requested to be withdrawn exceeds the amount available in your Fund account,
which includes any dividends credited to your account, the account will
ultimately be depleted.
In-Kind
Redemptions: The
Funds reserve the right to honor redemption requests by making payment in whole
or in part by a distribution of securities from the Funds’ portfolio (a
“redemption-in-kind”), and may do so in the form of pro-rata slices of the
Funds’ portfolio, individual securities or a representative basket of
securities. Redemptions in-kind are taxable in the same manner to a redeeming
shareholder as redemptions paid in cash for federal income tax purposes.
Securities redeemed
in-kind
will be subject to market risk until they are sold. In addition, the sale of
securities received in-kind may be subject to brokerage fees, and may give rise
to taxable gains or losses.
Signature
Guarantees:
A signature guarantee, from either a Medallion program member or a non-Medallion
program member, is required in the following situations:
•If
ownership is being changed on your account;
•When
redemption proceeds are payable or sent to any person, address or bank account
not on record;
•When
a redemption is received by the Transfer Agent and the account address has been
changed within the last 30 calendar days; or
•For
all redemptions in excess of $50,000 from any shareholder account.
The
Funds may waive any of the above requirements in certain instances. In addition
to the situations described above, the Funds and/or the Transfer Agent reserve
the right to require a signature guarantee in other instances based on the
circumstances relative to the particular situation.
Non-financial
transactions, including establishing or modifying certain services on an
account, may require a signature guarantee, signature verification from a
Signature Validation Program member, or other acceptable form of authentication
from a financial institution source.
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 (“STAMP”). A notary public is not
an acceptable signature guarantor.
IRA
and other retirement plan redemptions:
If you have an IRA, you must indicate on your written redemption request whether
or not to withhold federal income tax. Redemption requests failing to indicate
an election not to have tax withheld will be subject to 10% withholding. Shares
held in IRA accounts may also be redeemed by telephone at (800) 497-2960.
Investors will be asked whether or not to withhold taxes from any
distribution.
PURCHASING
AND REDEEMING SHARES THROUGH A FINANCIAL INTERMEDIARY
You
may purchase and redeem shares of the Funds through certain financial
intermediaries (and their agents) that have made arrangements with the Funds to
sell their shares and receive purchase and redemption orders on behalf of the
Funds. When you place your purchase or redemption order with such a financial
intermediary, your order is treated as if you had placed it directly with the
Transfer Agent, and you will pay or receive the next NAV calculated by the
Funds. Financial intermediaries may be authorized by the Distributor to
designate other financial intermediaries to accept orders on the Funds’ behalf.
An order is deemed to be received when the Funds, a financial intermediary or,
if applicable, a financial intermediary’s authorized designee accepts the order.
The financial intermediary holds your shares in an omnibus account in the
financial intermediary’s name, and the financial intermediary maintains your
individual ownership records. Your financial intermediary may charge you a fee
for handling your purchase and redemption orders. The financial intermediary 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.
The
Distributor, on behalf of the Funds, may enter into agreements with financial
intermediaries that provide recordkeeping, transaction processing and other
administrative services for customers who own Fund shares. The Adviser and/or
its affiliates may pay financial intermediaries for such services. The fee
charged by financial intermediaries may be based on the number of accounts or
may be a percentage of the average value of accounts for which the financial
intermediary provides services.
EXCHANGING
SHARES
You
may exchange all or a portion of your investment from a Fund in the Hood River
Fund Family to an identically registered account in the same share class of
another Fund in the Hood River Fund Family. Any new account established through
an exchange will be subject to the minimum investment requirements described
above under “Purchase of Shares,” unless that account qualifies for a waiver of
the initial investment requirement. Exchanges will be executed on the basis of
the relative NAV of the shares exchanged. An exchange is considered to be a sale
of shares for federal income tax purposes which may result in a taxable capital
gain or loss. Call the Funds at (800) 497-2960 to learn more about
exchanges.
SHARE
CLASS CONVERSIONS
You
may convert shares of one share class of a Fund for a different share class of
the same Fund if you meet the minimum initial investment, eligibility criteria
and other requirements for investment in the share class you are converting
into. Share
class
conversions are based on the relevant NAVs of the applicable share classes at
the time of the conversion, and no charge is imposed. A conversion from one
class to another within a Fund will generally not be a taxable transaction.
To
obtain more information about share class conversions, or to place conversion
orders, contact the Transfer Agent, or, if your shares are held in an account
with a financial intermediary, contact the financial intermediary. Your
financial intermediary may impose conditions on such transactions in addition to
those disclosed in this Prospectus, or may not permit share class conversions.
The Funds reserve the right to modify or eliminate the share class conversion
feature.
FREQUENT
PURCHASES AND REDEMPTIONS
The
Funds are intended to be a long-term investment vehicle and are not designed to
provide investors with a means of speculating on short-term market movements
(market timing). “Market timing” generally refers to frequent or excessive
trades into or out of a mutual fund in an effort to anticipate changes in market
prices of its investment portfolio. Frequent purchases and redemptions of Fund
shares can disrupt the management of a Fund, negatively affect a Fund’s
performance, and increase expenses for all of a Fund’s shareholders. In
particular, frequent trading can: (i) force a Fund’s portfolio managers to hold
larger cash positions than desired instead of fully investing a Fund, which can
result in lost investment opportunities; (ii) cause unplanned and inopportune
portfolio turnover in order to meet redemption requests; (iii) increase
broker-dealer commissions and other transaction costs as well as administrative
costs for a Fund; and (iv) trigger taxable gains for other shareholders. Also,
some frequent traders engage in arbitrage strategies, by which these traders
seek to exploit pricing anomalies that can occur when a Fund invests in
securities that are thinly traded or are traded primarily in markets outside of
the U.S. Frequent traders using arbitrage strategies can dilute the Funds’ NAV
for long-term shareholders.
If
you intend to trade frequently or use market timing investment strategies, you
should not purchase shares of a Fund.
The
Board has adopted policies and procedures with respect to frequent purchases and
redemptions of Fund shares. The policy is intended to discourage excessive
trading in the Funds’ shares that may harm long-term investors and to make
reasonable efforts to detect and deter excessive trading. The Funds reserve the
right to reject any purchase request order at any time and for any reason,
without prior written notice. The Funds may, in certain circumstances, reverse a
transaction determined to be abusive.
The
Funds will generally monitor trading activity within a 90 day period. The Funds
may consider trading activity over a longer period than 90 days and may take
into account market conditions, the number of trades, and the amount of the
trades in making such determinations. The Funds may modify their procedures from
time to time without prior notice regarding the detection of excessive trading
or to address specific circumstances. In applying these policies, the Funds
consider the information available at the time and may consider trading activity
in multiple accounts under common ownership, control, or influence.
When
excessive or short-term trading is detected, the party involved may be banned
from future trading in the Funds. Judgments related to the rejection of purchase
and the banning of future trades are inherently subjective and involve some
selectivity. The Funds will seek to make judgments and applications that are
consistent with the interests of the Funds’ shareholders.
There
is no guarantee that the Funds or their agents will be able to detect market
timing or abusive trading activity or the shareholders engaged in such activity,
or, if it is detected, to prevent its recurrence.
In
order for a financial intermediary to purchase shares of the Funds for an
“omnibus” account, in nominee name or on behalf of another person, the Trust
will enter into shareholder information agreements with such financial
intermediary or its agent. These agreements require each financial intermediary
to provide the Funds access, upon request, to information about underlying
shareholder transaction activity in these accounts. If a shareholder information
agreement has not been entered into by a financial intermediary, such financial
intermediary will be prohibited from purchasing Fund shares for an “omnibus”
account, in nominee name or on behalf of another person.
The
Funds’ policies for deterring excessive trading in Fund shares are intended to
be applied uniformly to all Fund shareholders to the extent practicable. Some
intermediaries, however, maintain omnibus accounts in which they aggregate
orders of multiple investors and forward the aggregated orders to the Funds.
Because the Funds receive these orders on an aggregated basis and because these
omnibus accounts may trade with numerous fund families with differing market
timing policies, the Funds are substantially limited in their ability to
identify or deter excessive traders or other abusive traders. The Funds will use
their best efforts to obtain the cooperation of intermediaries to identify
excessive traders and to prevent or limit abusive trading activity to the extent
practicable. Nonetheless, the Funds’ ability to identify and deter frequent
purchases and redemptions of Fund shares through omnibus accounts is limited.
The Funds’ success in accomplishing the objectives of the policies concerning
excessive trading in Fund shares in this context depends significantly upon the
cooperation of the intermediaries, which may have adopted their own policies
regarding excessive trading which are different than those of the
Funds.
In some cases, the Funds may rely on the excessive trading policies of the
financial intermediaries in lieu of applying the Funds’ policies when the Funds
believe that the policies are reasonably designed to prevent excessive trading
practices that are detrimental to the Funds.
If
a financial intermediary fails to enforce the Funds’ policies with respect to
market timing and other abusive trading activity, the Funds may take other
actions, including terminating its relationship with such financial
intermediary.
OTHER
POLICIES OF THE FUNDS
Small
Accounts:
If the value of your account falls below the investment minimum, the Funds may
ask you to increase your balance. If the account value is still below the
investment minimum after 60 days, the Funds may redeem your shares, close your
account, and send you the proceeds. The Funds will not close your account if it
falls below the investment minimum solely as a result of a reduction in your
account’s market value.
Customer
Identification Program:
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
Funds’ Anti-Money Laundering Program. As requested on the Application, you must
supply your full name, date of birth, social security number and permanent
street address. Permanent addresses containing only a P.O. Box will not be
accepted. If you are opening an account in the name of a legal entity (e.g., a
partnership, business trust, limited liability company, corporation, etc.), you
will be required to supply the identity of the beneficial owner or controlling
person(s) of the legal entity prior to the opening of your account. Additional
information may be required in certain circumstances. Applications without such
information may not be accepted. To the extent permitted by applicable law, the
Funds reserve the right to: (i) place limits on transactions in an investor’s
account until the investor’s identity is verified; (ii) refuse an investment in
the Fund; or (iii) involuntarily redeem an investor’s shares and close an
account in the event that an investor’s identity is not verified.
Householding:
You may occasionally receive proxy statements and other regulatory documents for
the Funds. In an effort to decrease costs and to reduce the volume of mail you
receive, when possible, only one copy of these documents will be sent to
shareholders who are part of the same family and share the same address. If you
would like to discontinue householding for your accounts please call, toll-free,
(800) 497-2960 to request individual copies of these documents. Once the Funds
receive notice to stop householding, we will begin sending individual copies
thirty days after receiving your request. This policy does not apply to account
statements.
Lost
Shareholders:
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
they will determine whether the shareholder’s account can legally be considered
abandoned. Your mutual fund account may be transferred to 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. Shareholders with a state of residence in Texas have the ability
to designate a representative to receive legislatively required unclaimed
property due diligence notifications. Please contact the Texas Comptroller of
Public Accounts for further information.
DISTRIBUTIONS
Distributions
from the Funds’ net investment income, if any, are declared and paid annually.
Any net capital gain realized by the Funds also will be distributed annually.
Distributions
are payable to shareholders as of the record date (including holders of shares
being redeemed, but excluding holders of shares being purchased). All
distributions will be reinvested in additional Fund shares, unless you choose
one of the following options: (1) receive distributions of net capital gain
in cash, while reinvesting net investment income distributions in additional
Fund shares; (2) receive all distributions in cash; or (3) reinvest net
capital gain distributions in additional Fund shares, while receiving
distributions of net investment income in cash. The Funds’ distributions,
whether received in cash or reinvested in additional shares of the Funds, may be
subject to federal, state and local income tax.
If
you wish to change your distribution option, write to or call the Transfer Agent
in advance of the payment date of the distribution. However, any such change
will be effective only as to distributions for which the record date is five or
more calendar days after the Transfer Agent has received the request.
If
you elect to receive distributions in cash and the U.S. Postal Service is unable
to deliver your check, or if a check remains uncashed for six months, the Funds
reserve the right to reinvest the distribution check in your account at the
Funds’ then current NAV per share and to reinvest all subsequent distributions.
FEDERAL
INCOME TAXES
Changes
in income tax laws, potentially with retroactive effect, could impact the Funds’
investments or the tax consequences to you of investing in the Funds.
Distributions
of the Funds’ investment company taxable income (which includes, but is not
limited to, interest, dividends, net short-term capital gain and net gain from
foreign currency transactions), if any, are generally taxable to the Funds’
shareholders as ordinary income. Although the Funds expect that most or all of
their distributions of investment company taxable income will be taxed at the
federal income tax rates applicable to ordinary income, for a non-corporate
shareholder, to the extent that the Funds’ distributions of investment company
taxable income are attributable to and reported as “qualified dividend” income
(generally, dividends received by the Funds from U.S. corporations, corporations
incorporated in a possession of the U.S., and certain foreign corporations that
are eligible for the benefits of a comprehensive tax treaty with the U.S.), such
income may be subject to tax at the reduced federal income tax rates applicable
to long-term capital gain, if certain holding period requirements have been
satisfied by the shareholder. For a corporate shareholder, a portion of the
Funds’ distributions of investment company taxable income may qualify for the
intercorporate dividends-received deduction to the extent the Funds receive
dividends directly or indirectly from U.S. corporations, report the amount
distributed as eligible for the deduction and the corporate shareholder meets
certain holding period requirements with respect to its shares. To the extent
that the Funds’ distributions of investment company taxable income are
attributable to net short-term capital gain, such distributions will be treated
as ordinary income and generally cannot be offset by a shareholder’s capital
losses from other investments.
Except
in the case of certain exempt shareholders, if a shareholder does not furnish
the Funds with its correct Taxpayer Identification Number and certain
certifications or the Funds receives notification from the Internal Revenue
Service (“IRS”) requiring back-up withholding, the Funds are required by federal
law to withhold federal income tax from the shareholder’s distributions and
redemption proceeds at a rate set under Section 3406 of the Code for United
States residents.
Distributions
of the Funds’ net capital gain (net long-term capital gain less net short-term
capital loss) are generally taxable to the Funds’ shareholders as long-term
capital gain regardless of the length of time that a shareholder has owned Fund
shares. Distributions of net capital gain are not eligible for qualified
dividend income treatment or the dividends-received deduction referenced
above.
You
will be taxed in the same manner whether you receive your distributions (of
investment company taxable income or net capital gain) in cash or reinvest them
in additional Fund shares. Distributions are generally taxable when received.
However, distributions declared in October, November or December to shareholders
of record and paid the following January are taxable as if received on December
31.
In
addition to the federal income tax, certain individuals, trusts and estates may
be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is
imposed on the lesser of: (i) the taxpayer’s investment income, net of
deductions properly allocable to such income; or (ii) the amount by which the
taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000
for married individuals filing jointly, $200,000 for unmarried individuals and
$125,000 for married individuals filing separately). The Funds’ distributions
are includable in a shareholder’s investment income for purposes of this NII
tax. In addition, any capital gain realized by a shareholder upon a sale or
redemption of Fund shares is includable in such shareholder’s investment income
for purposes of this NII tax.
Shareholders
that sell or redeem shares generally will have a capital gain or loss from the
sale or redemption. The amount of the gain or loss and the applicable rate of
federal income tax will depend generally upon the amount paid for the shares,
the amount received from the sale or redemption (including in-kind redemptions)
and how long the shares were held by a shareholder. Gain or loss realized upon a
sale or redemption of Fund shares will generally be treated as a long-term
capital gain or loss if the shares have been held for more than one year and, if
held for one year or less, as short-term capital gain or loss. Any loss arising
from the sale or redemption of shares held for six months or less, however, is
treated as a long-term capital loss to the extent of any distributions of net
capital gain received or deemed to be received with respect to such shares. In
determining the holding period of such shares for this purpose, any period
during which your risk of loss is offset by means of options, short sales or
similar transactions is not counted. If you purchase Fund shares (through
reinvestment of distributions or otherwise) within 30 days before or after
selling or redeeming other Fund shares at a loss, all or part of that loss will
not be deductible and will instead increase the basis of the new
shares.
Some
foreign governments levy withholding taxes against dividends and interest
income. Although in some countries a portion of these taxes is recoverable, the
non-recovered portion will reduce the return on the Funds’ securities. If more
than 50% of the value of a Fund’s total assets at the close of its taxable year
consists of stock and securities in foreign corporations, such Fund will be
eligible to, and may, file an election with the IRS that would enable such
Fund’s shareholders, in effect, to receive the benefit of the foreign tax credit
with respect to any income taxes paid by such Fund to
foreign
countries and U.S. possessions. If such Fund makes such an election, you will be
notified. Please see the SAI for additional information regarding the foreign
tax credit.
The
Funds are required to report to certain shareholders and the IRS the adjusted
cost basis of Fund shares acquired on or after January 1, 2012 when those
shareholders subsequently sell, exchange, or redeem those shares. The Funds will
determine adjusted cost basis using the average cost method unless you elect in
writing any alternate IRS-approved cost basis method. Please see the SAI for
more information regarding cost basis reporting.
The
federal income tax status of all distributions made by the Funds for the
preceding year will be annually reported to shareholders. Distributions made by
the Funds may also be subject to state and local taxes. Additional tax
information may be found in the SAI.
This
section is not intended to be a full discussion of federal income tax laws and
the effect of such laws on you. There may be other federal, state, foreign or
local tax considerations applicable to a particular investor. You are urged to
consult your own tax advisor.
FINANCIAL
HIGHLIGHTS
The
following financial highlights tables are intended to help you understand the
financial performance of the Funds for the fiscal years shown. Certain
information reflects financial results for a single Fund share. The total
returns in the tables represent the rate that you would have earned or lost on
an investment in the Funds (assuming you reinvested all dividends and
distributions).
Information
in the tables for the fiscal year ended June 30, 2023 has been audited by
Cohen & Company, Ltd. (“Cohen”), the independent registered public
accounting firm of the Funds. Information in the tables for prior fiscal years
was audited by BBD, LLP. Cohen’s report, along with the Funds’ financial
statements, is included in the Funds’ 2023 annual report to shareholders, which
is available, without charge, upon request.
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HOOD
RIVER SMALL-CAP GROWTH FUND |
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For
a capital share outstanding throughout each year: |
|
Institutional
Shares |
Year
Ended |
|
Year
Ended |
|
Year
Ended |
|
Year
Ended |
|
Year
Ended |
|
|
|
|
June
30, |
|
June
30, |
|
June
30, |
|
June
30, |
|
June
30, |
|
|
|
|
2023 |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
|
|
Net
Asset Value – Beginning of Year |
$45.07 |
|
|
$76.04 |
|
|
$44.87 |
|
|
$41.71 |
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|
$41.61 |
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Income
from Investment Operations: |
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|
|
|
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Net
investment loss1 |
(0.26) |
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|
(0.32) |
|
|
(0.30) |
|
|
(0.27) |
|
|
(0.28) |
|
|
|
|
Net
realized and unrealized gain (loss) on investments |
8.89 |
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|
(17.69) |
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|
35.43 |
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|
3.43 |
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|
1.93 |
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|
|
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Total
from investment operations |
8.63 |
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|
(18.01) |
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|
35.13 |
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|
3.16 |
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|
1.65 |
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Less
Distributions: |
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Distributions
from net realized gains |
— |
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|
(12.96) |
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|
(3.96) |
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|
— |
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|
(1.55) |
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Total
Distributions |
— |
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|
(12.96) |
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|
(3.96) |
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|
— |
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(1.55) |
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Redemption
Fees3 |
— |
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|
— |
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|
— |
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|
— |
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|
— |
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2 |
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Net
Asset Value – End of Year |
$53.70 |
|
|
$45.07 |
|
|
$76.04 |
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|
$44.87 |
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|
$41.71 |
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Total
Return |
19.15 |
% |
|
(28.71) |
% |
|
80.66 |
% |
|
7.55 |
% |
|
4.52 |
% |
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Ratios
and Supplemental Data: |
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Net
assets, end of year (thousands) |
$725,117 |
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|
$438,898 |
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|
$433,921 |
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|
$257,909 |
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|
$246,374 |
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|
|
|
Ratio
of operating expenses to average net assets: |
|
|
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|
|
|
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|
|
Before
recoupments/reimbursements |
1.07 |
% |
|
1.06 |
% |
|
1.06 |
% |
|
1.07 |
% |
|
1.11 |
% |
|
|
|
After
recoupments/reimbursements |
1.07 |
% |
|
1.06 |
% |
|
1.05 |
% |
|
1.05 |
% |
|
1.06 |
% |
|
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|
Ratio
of net investment loss to average net assets: |
|
|
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Before
recoupments/reimbursements |
(0.53) |
% |
|
(0.52) |
% |
|
(0.49) |
% |
|
(0.69) |
% |
|
(0.74) |
% |
|
|
|
After
recoupments/reimbursements |
(0.53) |
% |
|
(0.52) |
% |
|
(0.48) |
% |
|
(0.67) |
% |
|
(0.69) |
% |
|
|
|
Portfolio
turnover rate |
95 |
% |
|
77 |
% |
|
119 |
% |
|
157 |
% |
|
98 |
% |
|
|
|
1
The
net investment loss per share was calculated using the average shares
outstanding method.
2
Amount
is less than $0.01.
3 The
Fund’s redemption fee was eliminated on October 31, 2018.
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HOOD
RIVER SMALL-CAP GROWTH FUND |
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For
a capital share outstanding throughout each year: |
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|
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Investor
Shares |
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|
Year
Ended June 30, 2023 |
|
Year
Ended June 30, 2022 |
|
Year
Ended June 30, 2021 |
|
Year
Ended June 30, 2020 |
|
Year
Ended June 30, 2019 |
|
|
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|
|
|
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|
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|
Net
Asset Value – Beginning of Year |
$44.26 |
|
|
$75.04 |
|
|
$44.40 |
|
|
$41.36 |
|
|
$41.36 |
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Income
from Investment Operations: |
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Net
investment loss1 |
(0.34) |
|
|
(0.41) |
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|
(0.42) |
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|
(0.34) |
|
|
(0.36) |
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Net
realized and unrealized gain (loss) on investments |
8.73 |
|
|
(17.41) |
|
|
35.02 |
|
|
3.38 |
|
|
1.91 |
|
|
Total
from investment operations |
8.39 |
|
|
(17.82) |
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|
34.60 |
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|
3.04 |
|
|
1.55 |
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Less
Distributions: |
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|
Distributions
from net realized gains |
— |
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|
(12.96) |
|
|
(3.96) |
|
|
— |
|
|
(1.55) |
|
|
Total
distributions |
— |
|
|
(12.96) |
|
|
(3.96) |
|
|
— |
|
|
(1.55) |
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Redemption
Fees3: |
— |
|
|
— |
|
|
— |
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|
— |
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|
— |
|
2 |
|
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|
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|
Net
Asset Value – End of Year |
$52.65 |
|
|
$44.26 |
|
|
$75.04 |
|
|
$44.40 |
|
|
$41.36 |
|
|
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|
|
|
|
|
|
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|
Total
Return |
18.96 |
% |
|
(28.85) |
% |
|
80.27 |
% |
|
7.35 |
% |
|
4.30 |
% |
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Ratios
and Supplemental Data: |
|
|
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|
|
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|
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|
Net
assets, end of year (thousands) |
$84,753 |
|
|
$39,866 |
|
|
$18,428 |
|
|
$9,274 |
|
|
$11,316 |
|
|
Ratio
of operating expenses to average net assets: |
|
|
|
|
|
|
|
|
|
|
Before
recoupments/reimbursements |
1.24 |
% |
|
1.25 |
% |
|
1.26 |
% |
|
1.27 |
% |
|
1.32 |
% |
|
After
recoupments/reimbursements |
1.24 |
% |
|
1.25 |
% |
|
1.25 |
% |
|
1.25 |
% |
|
1.27 |
% |
|
Ratio
of net investment loss to average net assets: |
|
|
|
|
|
|
|
|
|
|
Before
recoupments/reimbursements |
(0.71) |
% |
|
(0.71) |
% |
|
(0.69) |
% |
|
(0.90) |
% |
|
(0.96) |
% |
|
After
recoupments/reimbursements |
(0.71) |
% |
|
(0.71) |
% |
|
(0.68) |
% |
|
(0.88) |
% |
|
(0.91) |
% |
|
Portfolio
turnover rate |
95 |
% |
|
77 |
% |
|
119 |
% |
|
157 |
% |
|
98 |
% |
|
1 The
net investment loss per share was calculated using the average shares
outstanding method.
2 Amount
is less than $0.01.
3 The
Fund’s redemption fee was eliminated on October 31, 2018.
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HOOD
RIVER SMALL-CAP GROWTH FUND |
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|
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For
a capital share outstanding throughout each year: |
|
|
|
Retirement
Shares |
|
|
|
|
|
|
|
|
|
|
|
Year
Ended June 30, 2023 |
|
Year
Ended June 30, 2022 |
|
Year
Ended June 30, 2021 |
|
Year
Ended June 30, 2020 |
|
Year
Ended June 30, 2019 |
|
Net
Asset Value – Beginning of Year |
$45.28 |
|
|
$76.29 |
|
|
$44.98 |
|
|
$41.78 |
|
|
$41.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
Net
investment loss1 |
(0.22) |
|
|
(0.29) |
|
|
(0.26) |
|
|
(0.25) |
|
|
(0.25) |
|
|
Net
realized and unrealized gain (loss) on investments |
8.95 |
|
|
(17.76) |
|
|
35.53 |
|
|
3.45 |
|
|
1.92 |
|
|
Total
from investment operations |
8.73 |
|
|
(18.05) |
|
|
35.27 |
|
|
3.20 |
|
|
1.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
Distributions: |
|
|
|
|
|
|
|
|
|
|
Distributions
from net realized gains |
— |
|
|
(12.96) |
|
|
(3.96) |
|
|
— |
|
|
(1.55) |
|
|
Total
distributions |
— |
|
|
(12.96) |
|
|
(3.96) |
|
|
— |
|
|
(1.55) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption
Fees3 |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value – End of Year |
$54.01 |
|
|
$45.28 |
|
|
$76.29 |
|
|
$44.98 |
|
|
$41.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return |
19.28 |
% |
|
(28.66) |
% |
|
80.76 |
% |
|
7.61 |
% |
|
4.59 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
and Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
Net
assets, end of year (thousands) |
$744,273 |
|
|
$549,066 |
|
|
$710,935 |
|
|
$335,863 |
|
|
$318,344 |
|
|
Ratio
of operating expenses to average net assets: |
|
|
|
|
|
|
|
|
|
|
Before
recoupments/reimbursements |
0.99 |
% |
|
0.99 |
% |
|
1.00 |
% |
|
1.01 |
% |
|
1.04 |
% |
|
After
recoupments/reimbursements |
0.99 |
% |
|
0.99 |
% |
|
0.99 |
% |
|
0.99 |
% |
|
0.99 |
% |
|
Ratio
of net investment loss to average net assets: |
|
|
|
|
|
|
|
|
|
|
Before
recoupments/reimbursements |
(0.43) |
% |
|
(0.45) |
% |
|
(0.41) |
% |
|
(0.64) |
% |
|
(0.67) |
% |
|
After
recoupments/reimbursements |
(0.43) |
% |
|
(0.45) |
% |
|
(0.40) |
% |
|
(0.62) |
% |
|
(0.62) |
% |
|
Portfolio
turnover rate |
95 |
% |
|
77 |
% |
|
119 |
% |
|
157 |
% |
|
98 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
1 The
net investment loss per share was calculated using the average shares
outstanding method.
2 Amount
is less than $0.01.
3 The
Fund’s redemption fee was eliminated on October 31, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOOD
RIVER INTERNATIONAL OPPORTUNITY FUND |
For
a capital share outstanding throughout each period presented: |
|
|
|
|
Institutional
Shares |
|
|
|
|
|
Year
Ended June 30, 2023 |
|
September
28, 2021* through June 30, 2022 |
|
Net
Asset Value – Beginning of Period |
$7.02 |
|
|
$10.00 |
|
|
|
|
|
|
|
Income
from Investment Operations: |
|
|
|
|
Net
investment income (loss)1 |
0.04 |
|
|
(0.03) |
|
|
Net
realized and unrealized gain (loss) on investments |
1.98 |
|
|
(2.93) |
|
|
Total
from investment operations |
2.02 |
|
|
(2.96) |
|
|
|
|
|
|
|
Less
Distributions: |
|
|
|
|
Distributions
from net realized gains |
— |
|
|
(0.02) |
|
|
Total
distributions |
— |
|
|
(0.02) |
|
|
|
|
|
|
|
Net
Asset Value – End of Period |
$9.04 |
|
|
$7.02 |
|
|
|
|
|
|
|
Total
Return2 |
28.77 |
% |
|
(29.65) |
% |
^ |
|
|
|
|
|
Ratios
and Supplemental Data: |
|
|
|
|
Net
assets, end of period (thousands) |
$1,618 |
|
|
$1,590 |
|
|
Ratio
of operating expenses to average net assets: |
|
|
|
|
Before
reimbursements |
15.95 |
% |
|
12.57 |
% |
+ |
After
reimbursements |
1.50 |
% |
|
1.50 |
% |
+ |
Ratio
of net investment income (loss) to average net assets: |
|
|
|
|
Before
reimbursements |
(13.87) |
% |
|
(11.57) |
% |
+ |
After
reimbursements |
0.58 |
% |
|
(0.50) |
% |
+ |
Portfolio
turnover rate |
172 |
% |
|
98 |
% |
^ |
|
|
|
|
|
* Operations
commenced for the Institutional Shares on September 28, 2021.
+ Annualized
^ Not
Annualized
1 The
net investment income/(loss) per share was calculated using the average shares
outstanding method.
2 The
total return in the above table represents the rate that the investor would have
earned or lost on an average investment in the Fund, assuming reinvestment of
dividends. Had the manager not waived its fees and reimbursed expenses, the
total return would have been lower.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOOD
RIVER INTERNATIONAL OPPORTUNITY FUND |
For
a capital share outstanding throughout each period presented: |
|
|
|
|
Retirement
Shares |
|
|
|
|
|
Year
Ended June 30, 2023 |
|
December
22, 2021* through June 30, 2022 |
|
Net
Asset Value – Beginning of Period |
$7.02 |
|
|
$10.06 |
|
|
|
|
|
|
|
Income
from Investment Operations: |
|
|
|
|
Net
investment income1 |
0.05 |
|
|
0.02 |
|
|
Net
realized and unrealized gain (loss) on investments |
1.99 |
|
|
(3.06) |
|
|
Total
from investment operations |
2.04 |
|
|
(3.04) |
|
|
|
|
|
|
|
Less
Distributions: |
|
|
|
|
Distributions
from net realized gains |
— |
|
|
— |
|
|
Total
distributions |
— |
|
|
— |
|
|
|
|
|
|
|
Net
Asset Value – End of Period |
$9.06 |
|
|
$7.02 |
|
|
|
|
|
|
|
Total
Return2 |
29.06 |
% |
|
(30.22) |
% |
^ |
|
|
|
|
|
Ratios
and Supplemental Data: |
|
|
|
|
Net
assets, end of period (thousands) |
$907 |
|
|
$496 |
|
|
Ratio
of operating expenses to average net assets: |
|
|
|
|
Before
reimbursements |
16.29 |
% |
|
11.80 |
% |
+ |
After
reimbursements |
1.40 |
% |
|
1.40 |
% |
+ |
Ratio
of net investment income (loss) to average net assets: |
|
|
|
|
Before
reimbursements |
(14.22) |
% |
|
(9.95) |
% |
+ |
After
reimbursements |
0.67 |
% |
|
0.45 |
% |
+ |
Portfolio
turnover rate |
172 |
% |
|
98 |
% |
^ |
|
|
|
|
|
* Operations
commenced for the Retirement Shares on December 22, 2021.
+ Annualized
^ Not
Annualized
1 The
net investment income per share was calculated using the average shares
outstanding method.
2 The
total return in the above table represents the rate that the investor would have
earned or lost on an average investment in the Fund, assuming reinvestment of
dividends. Had the manager not waived its fees and reimbursed expenses, the
total return would have been lower.
PRIVACY
NOTICE
Notice
of Privacy Policy & Practices
Protecting
the privacy of Fund shareholders is important to us. The following is a
description of the practices and policies through which we protect the privacy
and security of your non-public personal information.
We
collect non-public personal information about you from the following
sources:
•information
we receive about you on applications or other forms;
•information
you give us orally; and
•information
about your transactions with us or others.
The
types of non-public personal information we collect and share can
include:
•social
security number;
•account
balances;
•account
transactions;
•transaction
history;
•wire
transfer instructions; and
•checking
account information.
What
Information We Disclose
We
do not disclose any non-public personal information about our shareholders or
former shareholders without the shareholder’s authorization, except as permitted
by law or in response to inquiries from governmental authorities. We may share
information with affiliated parties and unaffiliated third parties with whom we
have contracts for servicing the Funds. We will provide unaffiliated third
parties with only the information necessary to carry out their assigned
responsibility.
How
We Protect Your Information
All
shareholder records will be disposed of in accordance with applicable law. We
maintain physical, electronic and procedural safeguards to protect your
non-public personal information and require third parties to treat your
non-public personal information with the same high degree of
confidentiality.
In
the event that you hold shares of the Funds through a financial intermediary,
including, but not limited to, a broker-dealer, bank or trust company, the
privacy policy of your financial intermediary would govern how your non-public
personal information would be shared with unaffiliated third
parties.
If
you have any questions or concerns regarding this notice or our Privacy Policy,
please contact us at (800) 497-2960.
Effective
January 1, 2023
|
|
|
|
|
|
INVESTMENT
ADVISER
Hood
River Capital Management LLC
2373
PGA Boulevard, Suite 200
Palm
Beach Gardens, Florida 33410
LEGAL
COUNSEL
Godfrey
& Kahn, S.C.
833
East Michigan Street, Suite 1800
Milwaukee,
Wisconsin 53202
INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING
FIRM
Cohen
& Company, Ltd.
1835
Market Street, Suite 310
Philadelphia,
Pennsylvania 19103
DISTRIBUTOR
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202 |
TRANSFER
AGENT
U.S.
Bancorp Fund Services, LLC
For
overnight deliveries, use:
Hood
River Small-Cap Growth Fund or
Hood
River International Opportunity Fund
c/o
U.S. Bancorp Fund Services, LLC
615
East Michigan Street, 3rd Floor
Milwaukee,
Wisconsin 53202
For
regular mail deliveries, use:
Hood
River Small-Cap Growth Fund or
Hood
River International Opportunity Fund
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53201-0701
CUSTODIAN
U.S.
Bank, N.A.
1555
North River Center Drive, Suite 302
Milwaukee,
Wisconsin 53212
|
HOOD
RIVER SMALL-CAP GROWTH FUND
HOOD
RIVER INTERNATIONAL OPPORTUNITY FUND
each
a series of Manager Directed Portfolios
You
can find more information about the Funds in the following
documents:
Statement
of Additional Information
The
SAI provides additional details about the investments and techniques of the
Funds and certain other additional information. A current SAI is on file with
the SEC and is incorporated into this Prospectus by reference. This means that
the SAI is legally considered a part of this Prospectus even though it is not
physically within this Prospectus.
Annual
and Semi-Annual Reports
Additional
information about the Funds’ investments is available in the Funds’ annual and
semi-annual reports to shareholders. In the annual
report
you will find a discussion of the market conditions and investment strategies
that significantly affected the Funds’ performance during the Funds’ prior
fiscal year.
The
Funds’ shareholder reports are made available on the website
www.hoodrivercapital.com, and you will be notified and provided with a link each
time a report is posted to the website. You may request to receive paper reports
from the Funds or from your financial intermediary, free of charge, at any time.
You may also request to receive documents through e-delivery.
Copies
of these documents, and answers to questions about the Funds, may be obtained
without charge, upon request, by contacting:
Hood
River Small-Cap Growth Fund or Hood River International Opportunity
Fund
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
WI 53201-0701
(800)
497-2960
The
SAI, shareholder reports and other information about the Funds are also
available:
•free
of charge from the SEC’s EDGAR database on the SEC’s Internet website at
http://www.sec.gov;
•free
of charge from the Fund’s Internet website at www.hoodrivercapital.com;
or
•for
a fee, by electronic request at the following e-mail address:
[email protected].
For
more information on opening a new account,
making
changes to existing accounts,
purchasing
or redeeming shares,
or
other investor services, please call (800) 497-2960.
The
Trust’s SEC Investment Company Act of 1940 file number is
811-21897.