REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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[ ]
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Post-Effective Amendment No.
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[28]
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No.
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[29]
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/ /
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immediately upon filing pursuant to paragraph (b)
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/ /
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on _________________ pursuant to paragraph (b)
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/ /
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60 days after filing pursuant to paragraph (a)(1)
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/ /
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on (date) pursuant to paragraph (a)(1)
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/ X /
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75 days after filing pursuant to paragraph (a)(2)
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/ /
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on (date) pursuant to paragraph (a)(2) of Rule 485
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/ /
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Risk/Return Summary
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Investment Objective
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Fees and Expenses
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Principal Investment Strategies of the Fund
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Principal Risks of Investing in the Fund
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Performance Summary
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Management of the Fund
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Purchase and Sale of Fund Shares
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Tax Information
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Payments to Broker-Dealers and Other Financial Intermediaries
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Additional Information About the Fund’s Investment Objective, Strategies and Risks
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Management
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The Adviser
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Portfolio Managers
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Other Service Providers
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Shareholder Services Plan
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Your Account
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How to Contact the Fund
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General Information
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Buying Shares
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Exchanging Shares
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Investment Procedures
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Selling Shares
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Frequent Purchases and Redemptions of Fund Shares
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Other Information
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Distributions
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Federal Taxes
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Organization
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Financial Highlights
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Privacy Notice
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For More Information
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back cover
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Shareholder Fees
(fees paid directly from your investment)
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Sales Charge (Load) Imposed on Purchases
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None
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Redemption Fee
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None
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Exchange Fee
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.50%
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Service Fees
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%
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Other Expenses*
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%
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Total Annual Fund Operating Expenses
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%
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Example
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1 Year
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3 Years
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5 Years
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10 Years
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$
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$
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$
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$
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®
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United States Treasury obligations, including T-bills, notes, bonds, inflation-indexed bonds and other debt obligations issued by the U.S. Treasury, and obligations of U.S. Government Agencies that are backed by the full faith and credit of the U.S. Government. Such U.S. Government Agencies include the Private Export Funding Corporation, Overseas Private Investment Corporation, Small Business Administration, Government National Mortgage Association (GNMA), Department of Housing and Urban Development and U.S. Maritime Administration.
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®
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Securities issued or guaranteed by agencies and instrumentalities of the U.S. Government, but not explicitly backed by the full faith and credit of the U.S. Government. These include the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Farm Credit Banks, Tennessee Valley Authority, and Federal Home Loan Bank.
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®
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Mortgage-Backed and Other Asset-Backed Securities. Mortgage-backed securities are obligations representing an undivided interest in, or collateralized by, pools of mortgages. These obligations, in effect, "pass-through" the monthly interest and principal payments (including prepayments) made by the individual borrowers on the pooled mortgage loans to the holders of the securities. U.S. Government agency mortgage-backed issues include securities issued by GNMA, Fannie Mae and Freddie Mac. GNMA securities are guaranteed as to payment of principal and interest (but not as to price and yield) by the U.S. Government, while Fannie Mae and Freddie Mac securities are guaranteed only by the issuing agency. The Fund may also invest in corporate mortgage-backed
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securities or other asset-backed securities that have an investment grade rating. Asset-backed securities represent a group of assets that are combined or pooled for sale to investors and may be backed by receivables such as credit card, auto and student loans.
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®
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U.S. corporate debt securities (obligations of a corporation to pay interest and repay principal). They include commercial paper, notes, bonds and debentures.
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¨
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Interest Rate Risk. When interest rates rise, bond prices generally fall and when interest rates fall, bond prices generally rise. In an environment of relatively low interest rates, the risk that fixed income prices may fall is potentially greater. Interest rate risk increases as average maturity increases. Interest rate increases can cause the price of a debt security to decline, resulting in a price decline for the Fund. Thus, when the Fund emphasizes securities with longer maturities, you are exposed to greater interest rate risk. All income-oriented securities, even those of highest quality, are subject to some degree of interest rate risk. |
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¨
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Credit Risk. Credit risk is associated with a borrower's ability to pay interest and principal when due. A borrower’s inability to make its payment obligations could result in a significant loss of income, causing the Fund’s price to decline. Credit risk increases as overall portfolio quality decreases. Thus, when the Fund invests in lower-quality securities, you are exposed to increased credit risk.
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¨
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Call Risk. Call risk for corporate bonds is the possibility that borrowers will prepay their debt prior to the scheduled maturity date, resulting in the necessity to reinvest the proceeds at lower interest rates. If interest rates decline when the Fund is emphasizing longer maturing securities, you are exposed to greater call risk because issuers of callable bonds are more likely to pay off their bonds before the maturity date. This may cause a reduction of income to the Fund.
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¨
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Liquidity Risk. Liquidity risk is the risk that a bond could not be sold at an advantageous time or price due to limited market demand. If a bond is downgraded or drops in price, or if adverse conditions exist within the bond market, the demand for a bond may be limited, making that bond difficult to sell.
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Listed below is a description of the risks associated with various types of debt securities:
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¨
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U.S. Government Obligations. Some U.S. Government obligations, such as U.S. Government agency bonds, are neither issued nor guaranteed by the U.S. Government. They may be supported by the right of the issuer to borrow from the U.S. Government or only by the credit of the agency issuing the obligation. If the Fund invests in a U.S. Government obligation that is not backed by the U.S. Government, there is no assurance that the U.S. Government would provide support and
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the Fund’s performance could be adversely impacted. All U.S. Government obligations are subject to interest rate risk and, therefore, market price fluctuations.
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¨
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Mortgage-Backed and Other Asset-Backed Securities. Mortgage-backed securities are subject to greater call/prepayment risk than many debt securities, especially when interest rates decline. These securities are also subject to extension risk, or the risk of a security lengthening in duration due to the deceleration of prepayments. Extension risk is mainly the result of rising interest rates. As interest rates rise, the likelihood of prepayment decreases and if this occurs, the Fund may be unable to capitalize on other investments that have higher interest rates. Mortgage-backed securities may be subject to risks unique to the housing industry, including mortgage lending practices, defaults and foreclosures, changes in real estate values and housing inventories, mortgage securitization practices and rating assignments by credit rating agencies. The value of other asset-backed securities may be affected by factors concerning the interests in and structure of the issuer or the originator of the receivables, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market’s assessment of the quality of the underlying assets. |
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¨
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Corporate Debt Securities. Investment grade U.S. corporate debt securities are generally considered to carry greater credit and call risk than U.S. Government obligations. The credit risk of corporate debt obligations varies widely among issuers and may be affected by factors such as adverse economic changes and changes in interest rates. The Adviser relies, in part, on the quality ratings assigned by S&P, Moody’s, Fitch and other rating services. There is risk associated with such reliance. Rating agencies evaluate the credit risk—the safety of principal and interest payments—but not market value, which is affected by interest rate trends, economic conditions and other factors, including those unique to an issuer or industry. Rating agencies may fail to move quickly enough to change ratings in response to changing circumstances and a rating may not reflect the fine shadings of risks within a given quality grade. For example, two bonds with the same rating are not likely to be precisely the same in quality. The Adviser performs independent analyses in an attempt to identify issuers within a given quality grade that, because of improving fundamentals or other factors, are likely to result in improving quality, greater market value and lower risk. |
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¨
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Preferred Stocks: Preferred stock has a preference over common stock in liquidation (and generally dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions. |
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·
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Convertible Securities Risk: A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. Convertible securities consequently often involve attributes of both debt and equity instruments, and investment in such securities require analysis of both credit and stock market risks. Convertible securities rank senior to common stock in a corporations’ capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument and in some instances may be subject to conversion into or an exchange for another security at the option of the issuer. |
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•
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Interest rates rise
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•
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A borrower is unable to pay interest or principal when due
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•
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The fixed income market becomes illiquid
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•
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The stock market goes down
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•
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The Adviser’s judgment as to the direction of interest rates or the attributes of the Fund’s securities proves to be mistaken
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1 Year
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5 Years
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10 Years
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Cutler Income Fund
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Return Before Taxes
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4.84%
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6.14%
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4.93%
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Return After Taxes on Distributions
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3.02%
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4.48%
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3.23%
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Return After Taxes on Distributions and Sale of Fund Shares
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3.42%
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4.32%
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3.23%
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Barclays U.S. Government Intermediate Bond Index
(reflects no deduction for fees, expenses or taxes)
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5.80%
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5.88%
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5.20%
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Barclays U.S. Aggregate Bond Index
(reflects no deduction for taxes)
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7.84%
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6.50%
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6.37%
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Minimum Initial
Investment
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Minimum Additional
Investment |
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Standard Account
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$2,500
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None
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Traditional and Roth IRA Accounts
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$2,000
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None
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Accounts with Systematic Investment Plans
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$2,500
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$100
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The Adviser may, at its discretion, waive the above investment minimums.
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Type of Account
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Requirements
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Individual, Sole Proprietorship and Joint Accounts
Individual accounts are owned by one person, as are sole proprietorship accounts. Joint accounts have two or more owners (tenants).
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• Instructions must be signed by all persons exactly as their names appear on the account
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Gifts or Transfers to a Minor (UGMA,UTMA)
These custodial accounts provide a way to give money to a child and obtain tax benefits.
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• Depending on state laws, you can set up a custodial account under the UGMA or the UTMA
• The custodian must sign instructions in a manner indicating custodial capacity
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Business Entities
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• Submit a secretary’s (or similar) certificate covering incumbency and authority
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Trusts
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• The trust must be established before an account can be opened
• Provide the first and signature pages from the trust document and the pages identifying the trustees
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•
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Your name and telephone number
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•
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The exact name of your account and your account number
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•
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Taxpayer identification number (usually your Social Security number)
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•
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Dollar value or number of shares to be exchanged
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•
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The name of the Fund from which the exchange is to be made
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•
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The name of the Fund into which the exchange is being made
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How to Open an Account
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How to Add to Your Account
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By Check
• Call or write us for an account application
• Complete the application (and other required documents)
• Mail us your application (and other required documents) and a check
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By Check
• Fill out an investment slip from a confirmation or write us a letter
• Write your account number on your check
• Mail us the slip (or your letter) and a check
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By Bank Wire
• Call or write us for an account application
• Complete the application (and other required documents)
• Call us to fax the completed application (and other required documents) and we will assign you an account number
• Mail us your application (and other required documents)
• Instruct your financial institution to wire your money to us
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By Bank Wire
• Call to notify us of your incoming wire
• Instruct your financial institution to wire your money to us
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By Systematic Investment
• Complete the Systematic Investment section of the application
• Attach a voided check to your application
• Mail us the completed application and the voided check
• We will electronically debit the purchase amount from the financial institution account identified in your account application
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By Mail
• Prepare a written request including:
• Your name(s) and signature(s)
• Your account number
• The Fund name
• The dollar amount or number of shares you want to sell
• How and where to send your proceeds
• Obtain a signature guarantee (if required)
• Obtain other documentation (if required)
• Mail us your request and documentation
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By Telephone
• Call us with your request (unless you declined telephone authorization privileges on your account application)
• Provide the following information:
• Your account number
• Exact name(s) in which the account is registered
• Additional forms of identification
• Redemption proceeds will be:
• Mailed to you or
• Wired to you (unless you declined wire redemption privileges on your account application)
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By Bank Wire
• Wire redemptions are only available if your redemption is for $10,000 or more and you did not decline wire redemption privileges on your account application
• Call us with your request (unless you declined telephone redemption privileges on your account application) or
• Mail us your request
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Through Broker or Financial Institutions
• Contact your broker or financial institution
• Request must be in proper form
• Third party may charge you additional transaction/redemption fees
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Systematically
• Complete the systematic withdrawal section of the application
• Attach a voided check to your application
• Mail us your completed application
• Redemption proceeds will be electronically credited to your account at the financial institution identified on your account application
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•
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If the shares redeemed have a value greater than $50,000
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•
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If you are changing a shareholder’s name of record
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•
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If the payment of the proceeds of a redemption of any amount are to be sent to any person, address or bank account not on record
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•
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If the redemption of any amount is to occur where the name(s) or the address on your account has changed within the previous 15 days
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•
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If you are transferring redemption proceeds to another account with a different registration (name/ownership) from yours
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PRIVACY NOTICE
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FACTS
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WHAT DOES THE CUTLER TRUST DO WITH YOUR PERSONAL INFORMATION?
|
||
Why?
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Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
||
What?
|
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
· Social Security number
· Assets
· Retirement Assets
· Transaction History
· Checking Account Information
· Purchase History
· Account Balances
· Account Transactions
· Wire Transfer Instructions
When you are no longer our customer, we continue to share your information as described in this notice.
|
||
How?
|
All financial companies need to share your personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The Cutler Trust chooses to share; and whether you can limit this sharing.
|
||
Reasons we can share your personal information
|
Does The Cutler
Trust share? |
Can you limit this
sharing? |
|
For our everyday business purposes –
Such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
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Yes
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No
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For our marketing purposes –
to offer our products and services to you
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No
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We don’t share
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For joint marketing with other financial companies
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No
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We don’t share
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For our affiliates’ everyday business purposes –
information about your transactions and experiences
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No
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We don’t share
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For our affiliates’ everyday business purposes –
information about your creditworthiness
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No
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We don’t share
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For nonaffiliates to market to you
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No
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We don’t share
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Questions?
|
Call 1-888-288-5374
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Who we are
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Who is providing this notice?
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The Cutler Trust
Ultimus Fund Distributors, LLC (Distributor)
Ultimus Fund Solutions, LLC (Administrator)
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What we do
|
|
How does The Cutler Trust protect my personal information?
|
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
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How does The Cutler Trust collect my personal information?
|
We collect your personal information, for example, when you
· Open an account
· Provide account information
· Give us your contact information
· Make deposits or withdrawals from your account
· Make a wire transfer
· Tell us where to send the money
· Tell us who receives the money
· Show your government-issued ID
· Show your driver’s license
We also collect your personal information from other companies.
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Why can’t I limit all sharing?
|
Federal law gives you the right to limit only
· Sharing for affiliates’ everyday business purposes – information about your creditworthiness
· Affiliates from using your information to market to you
· Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
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Definitions
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Affiliates
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Companies related by common ownership or control. They can be financial and nonfinancial companies.
· Cutler Investment Counsel, LLC, the investment adviser to The Cutler Trust, could be deemed to be an affiliate.
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Nonaffiliates
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Companies not related by common ownership or control. They can be financial and nonfinancial companies
· The Cutler Trust does not share with nonaffiliates so they can market to you.
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Joint marketing
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A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
· The Cutler Trust does not jointly market.
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![]() |
Statement of Additional Information
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________________, 2012
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Fund Information:
The Cutler Trust
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
(888) CUTLER4
http://www.cutler.com
|
Cutler Income Fund
Ticker: ______
|
Investment Adviser:
Cutler Investment Counsel, LLC
525 Bigham Knoll
Jacksonville, Oregon 97530
(541) 770-9000
(800) 228-8537
Account Information
and Shareholder Services:
The Cutler Trust
c/o Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
Toll free (888) CUTLER4
|
Table of Contents
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Glossary
|
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Investment Policies and Risks
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Investment Limitations
|
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Management
|
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Portfolio Transactions
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Policy Regarding Selective Disclosure of Portfolio Holdings
|
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Additional Purchase and Redemption Information
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Taxation
|
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Calculation of Performance Data
|
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Other Matters
|
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Appendix A: Description of Securities Ratings
|
A-1
|
Appendix B: Proxy Voting Policies and Procedures
|
B-1
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Glossary
|
Investment Policies and Risks
|
®
|
limited liquidity and secondary market support;
|
®
|
significant volatility in market price when prevailing interest rates or investor perceptions change;
|
®
|
lower credit quality and greater potential for insolvency during periods of rising interest rates and economic downturn;
|
®
|
call/redemption and sinking fund provisions which may be exercised during periods of declining interest rates, which could cause the Fund to have to reinvest the proceeds in lower yielding securities;
|
®
|
possible subordination to senior claims of banks or other creditors; and
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®
|
the potential that the earnings or cash flow of the issuer may be inadequate to meet the required payment obligations on its debt issues.
|
Investment Limitations
|
·
|
Concentration
|
·
|
Underwriting Activities
|
·
|
Purchases and Sales of Real Estate
|
·
|
Borrowing; Margin Purchases and Short Sales
|
·
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Purchase Commodities
|
·
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Issuance of Senior Securities
|
·
|
Making Loans
|
Management
|
Name,
Date of Birth and
Address
|
Position
with the
Trust
|
Length of
Time
Served(1)
|
Principal Occupation(s)
During the Past Five Years
|
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
|
Other
Directorships
of Public
Companies
Held by
Trustee
During the
Past Five
Years
|
Interested Trustee:
|
|||||
Matthew C. Patten (2)(3)
Born: December 1975
525 Bigham Knoll
Jacksonville, OR 97530
|
Chairman/ Trustee/
Treasurer
|
Treasurer Since March 2004
Trustee Since September 2006
|
President since 2004 and
Investment Committee Member
and Portfolio Manager of Cutler Investment Counsel, LLC since 2003
|
2
|
None
|
Independent Trustees:
|
|||||
Dr. Mario J. Campagna
Born: April 1927
1701 Lake Village Dr.
Medford, OR 97504
|
Trustee
|
Since April
2007
|
Retired
|
2
|
None
|
John P. Cooney
Born: January 1932
100 Greenway Circle
Medford, OR 97504
|
Lead Independent Trustee
|
Since April
2007
|
Retired; U.S. Magistrate Judge until March 2007
|
2
|
None
|
Name,
Date of Birth
and Address
|
Position
with the
Trust
|
Length of
Time
Served(1)
|
Principal Occupation(s)
During the Past Five Years
|
Executive Officers
|
|||
Erich M. Patten (3)
Born: October 1977
525 Bigham Knoll
Jacksonville, OR 97530
|
President
|
Since March
2004
|
Investment Committee Member, Portfolio Manager and Corporate Secretary of Cutler Investment Counsel, LLC since 2003
|
Brooke C. Ashland (3)
Born: December 1951
525 Bigham Knoll
Jacksonville, OR 97530
|
Vice President and Chief Compliance Officer
|
Since June 2002
|
Investment Committee Member and Chief Executive Officer of Cutler Investment Counsel, LLC since 2003; Chief Executive Officer and President of Trustee Investment Services, Inc. (a Trustee education firm) since 1991; President of Big Bear Timber, LLC (farming) since 1989
|
Carol S. Fischer
Born: December 1955
525 Bigham Knoll
Jacksonville, OR 97530
|
Vice President/Assistant Secretary/Assistant Treasurer
|
Since March 1996
|
Member and Chief Operating Officer of Cutler Investment Counsel, LLC since 2003
|
Tina H. Bloom
Born: August 1968
225 Pictoria Drive
Cincinnati, Ohio 45246
|
Secretary
|
Since April 2011
|
Director of Fund Administration of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC
|
Robert G. Dorsey
Born: April 1957
225 Pictoria Drive
Cincinnati, Ohio 45246
|
Vice President
|
Since March 2005
|
Managing Director of Ultimus Fund Solutions, LLC and Ultimus Fund Distributors, LLC
|
(1)
|
Each Trustee holds office until he resigns or is removed. Officers are elected annually.
|
(2)
|
Matthew C. Patten is an Interested Trustee because of the positions he holds with the Adviser and its affiliates.
|
(3)
|
Matthew C. Patten and Erich M. Patten are brothers and the sons of Brooke C. Ashland.
|
Trustee
|
Dollar Range of Beneficial
Ownership in the Fund
as of December 31, 2011
|
Aggregate Dollar Range of
Ownership as of December 31,
2011 in all Funds Overseen by
Trustee in the Same Family of
Investment Companies
|
Interested Trustee
|
||
Matthew C. Patten
|
None
|
$10,001 – $50,000
|
Independent Trustees
|
||
Mario J. Campagna
|
None
|
$10,001 – $50,000
|
John P. Cooney
|
None
|
$10,001 -- $50,000
|
Trustee
|
Aggregate
Compensation from Trust
|
Pension or
Retirement
Benefits Accrued
|
Estimated Annual
Benefits upon
Retirement
|
Total Compensation
from Trust and
Fund Complex
|
Matthew C. Patten(1)
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
Robert E. Clarke(2)
|
$ 10,000
|
$ 0
|
$ 0
|
$ 10,000
|
Mario J. Campagna
|
$ 10,000
|
$ 0
|
$ 0
|
$ 10,000
|
John P. Cooney
|
$ 10,000
|
$ 0
|
$ 0
|
$ 10,000
|
(1)
|
Mr. Patten is an Interested Trustee because of the positions he holds with the Adviser and its affiliates.
|
(2)
|
Mr. Clarke retired from the Board on June 30, 2012.
|
Name of
Portfolio Manager
|
Type of Accounts
|
Total
Number
of
Other
Accounts
Managed
|
Total
Assets of
Other
Accounts
Managed
|
Number of
Accounts
Managed with
Advisory Fee
Based on
Performance
|
Total Assets
of Accounts
with
Advisory
Fee Based on
Performance
|
Xavier J. Urpi
|
Registered Investment Companies:
|
||||
Other Pooled Investment Vehicles:
|
|||||
Other Accounts:
|
Name of
Portfolio Manager
|
Dollar Value of Fund Shares
Beneficially Owned
|
Xavier J. Urpi
|
Portfolio Transactions
|
Policy Regarding Selective Disclosure of Portfolio Holdings
|
|
·
|
Public disclosure regarding the portfolio securities held by the Fund is made quarterly in the Annual Report and Semi-Annual Report to shareholders and in quarterly holdings reports on Form N-Q (“Official Reports”). Except for such Official Reports and as otherwise expressly permitted herein, shareholders and other persons may not be provided with information regarding portfolio securities held, purchased or sold by the Fund.
|
|
·
|
Information regarding portfolio securities, and other information regarding the investment activities of the Fund, may be disclosed to rating and ranking organizations for use in connection with their rating or ranking of the Fund, but only if such disclosure has been approved by the Chief Compliance Officer of the Trust.
|
|
·
|
This policy relating to disclosure of the Fund’s holdings of portfolio securities does not prohibit: (i) disclosure of information to the Fund’s investment adviser or to other service providers, including but not limited to, the Trust’s administrator, distributor, custodian, legal counsel and auditors, or to brokers and dealers through whom the Fund purchases and sells portfolio securities; and (ii) disclosure of holdings of, or transactions in, portfolio securities by the Fund that is made on the same basis to all shareholders of the Fund.
|
|
·
|
The Chief Compliance Officer may approve other arrangements, not described herein, under which information relating to portfolio securities held by the Fund, or purchased or sold by the Fund (other than information contained in Official Reports), is disclosed to any shareholder or other person. The Chief Compliance Officer shall approve such an arrangement only if she concludes (based on a consideration of the information to be disclosed, the timing of the disclosure, the intended use of the information and other relevant factors) that the arrangement is reasonably necessary to aid in conducting the ongoing business of the Fund and is unlikely to affect adversely the Fund or any shareholder of the Fund. The Chief Compliance Officer shall inform the Board of any such arrangements that are approved, and the rationale supporting approval, at the next regular quarterly meeting of the Board following such approval. The Chief Compliance Officer shall also inform the Board at least quarterly of any violations of this policy. |
|
·
|
Neither the Adviser nor the Trust (nor any affiliated person, employee, officer, trustee or director of the Adviser or the Trust) may receive any direct or indirect compensation in consideration of the disclosure of information relating to portfolio securities held, purchased or sold by the Fund.
|
Type of Service Provider
|
Frequency of Access to
Portfolio Information
|
Restrictions on Use
|
Lag Time
|
Adviser
|
Daily
|
Contractual and Ethical
|
None
|
Administrator and Distributor
|
Daily
|
Contractual and Ethical
|
None
|
Custodian
|
Daily
|
Contractual and Ethical
|
None
|
Auditor
|
During annual audit, or as needed
|
Ethical
|
None
|
Legal counsel
|
Regulatory filings, board meetings, and if a legal issue regarding the portfolio requires counsel’s review
|
Ethical
|
None
|
Printers/Typesetters
|
Twice a year – printing of semi-annual and annual reports
|
No formal restrictions in place
|
None
|
Broker/dealers through which Fund purchases and sells portfolio securities
|
Daily access to the relevant purchase and/or sale – no broker/dealer has access to the Fund’s entire portfolio
|
Contractual and Ethical
|
None
|
Independent Rating or Ranking Agencies:
Morningstar Inc., Lipper, Bloomberg L.P. and Standard & Poor’s, Inc.
|
Monthly
|
No formal restrictions
|
At least 30 days
|
Additional Purchase and Redemption Information
|
Taxation
|
|
·
|
The Fund must distribute at least 90% of its investment company taxable income for the tax year. (Certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement.)
|
|
·
|
The Fund must derive at least 90% of its gross income each year from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities, or other income (including gains from options and futures contracts) derived from its business of investing in securities.
|
|
·
|
The Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s total assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses.
|
Calculation of Performance Data
|
•
|
Lipper ranks funds in various fund categories by making comparative calculations using total return. Total return assumes the reinvestment of all capital gains distributions and income dividends and takes into account any change in net asset value over a specific period of time.
|
•
|
Morningstar, Inc. rates mutual funds of all types, according to their risk-adjusted returns. The maximum rating is five stars, and ratings are effective for one month.
|
Other Matters
|
Name and Address
of Record Owner
|
Amount
of Ownership
|
Percentage Ownership
|
Appendix A: Description of Securities Ratings
|
Aaa
|
Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
|
Aa
|
Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risk appear somewhat larger than the Aaa securities.
|
A
|
Bonds that are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future.
|
Baa
|
Bonds that are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
|
Ba
|
Bonds that are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
|
B
|
Bonds that are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
|
Caa
|
Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
|
Ca
|
Ca Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
|
C
|
Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
|
Note
|
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
|
AAA
|
An obligation rated AAA has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
|
AA
|
An obligation rated AA differs from the highest-rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
|
A
|
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
|
BBB
|
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
|
Note
|
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, large uncertainties or major exposures to adverse conditions may outweigh these.
|
BB
|
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
|
B
|
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
|
CCC
|
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
|
CC
|
An obligation rated CC is currently highly vulnerable to nonpayment.
|
C
|
The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued.
|
D
|
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
|
Note
|
Plus (+) or minus (-). The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
|
The ‘r’ symbol is attached to the ratings of instruments with significant noncredit risks. It highlights risks to principal or volatility of expected returns that are not addressed in the credit rating. Examples include: obligations linked or indexed to equities, currencies, or commodities; obligations exposed to severe prepayment risk-such as interest-only or principal-only mortgage securities; and obligations with unusually risky interest terms, such as inverse floaters.
|
AAA
|
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
|
|
AA
|
Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
|
|
A
|
High credit quality. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
|
|
BBB
|
Good credit quality. ‘BBB’ ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.
|
BB
|
Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
|
B
|
Highly speculative. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
|
CCC,
CC, C
|
High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC’ rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.
|
DDD,
DD, D
|
Default. Securities are not meeting current obligations and are extremely speculative. ‘DDD’ designates the highest potential for recovery of amounts outstanding on any securities involved. For U.S. corporates, for example, ‘DD’ indicates expected recovery of 50% – 90% of such outstanding amounts and ‘D’ the lowest recovery potential, i.e. below 50%.
|
aaa
|
An issue that is rated “aaa” is considered to be a top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.
|
aa
|
An issue that is rated “aa” is considered a high-grade preferred stock. This rating indicates that there is a reasonable assurance the earnings and asset protection will remain relatively well maintained in the foreseeable future.
|
a
|
An issue which is rated “a” is considered to be an upper-medium grade preferred stock. While risks are judged to be somewhat greater then in the “aaa” and “aa” classification, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels.
|
b
|
An issue that is rated “b” generally lacks the characteristics of a desirable investment. Assurance of dividend payments and maintenance of other terms of the issue over any long period of time may be small.
|
caa
|
An issue that is rated “caa” is likely to be in arrears on dividend payments. This rating designation does not purport to indicate the future status of payments.
|
ca
|
An issue that is rated “ca” is speculative in a high degree and is likely to be in arrears on dividends with little likelihood of eventual payments.
|
c
|
This is the lowest rated class of preferred or preference stock. Issues so rated can thus be regarded as having extremely poor prospects of ever attaining any real investment standing.
|
Note
|
Moody's applies numerical modifiers 1, 2, and 3 in each rating classification: the modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.
|
AAA
|
This is the highest rating that may be assigned by S&P to a preferred stock issue and indicates an extremely strong capacity to pay the preferred stock obligations.
|
AA
|
A preferred stock issue rated AA also qualifies as a high-quality, fixed-income security. The capacity to pay preferred stock obligations is very strong, although not as overwhelming as for issues rated AAA.
|
A
|
An issue rated A is backed by a sound capacity to pay the preferred stock obligations, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.
|
BBB
|
An issue rated BBB is regarded as backed by an adequate capacity to pay the preferred stock obligations. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to make payments for a preferred stock in this category than for issues in the A category.
|
BB, B, CCC
|
Preferred stock rated BB, B, and CCC is regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay preferred stock obligations. BB indicates the lowest degree of speculation and CCC the highest. While such issues will likely have some quality and protective characteristics, large uncertainties or major risk exposures to adverse conditions outweigh these.
|
CC
|
The rating CC is reserved for a preferred stock issue that is in arrears on dividends or sinking fund payments, but that is currently paying.
|
C
|
A preferred stock rated C is a nonpaying issue.
|
D
|
A preferred stock rated D is a nonpaying issue with the issuer in default on debt instruments.
|
N.R.
|
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular type of obligation as a matter of policy.
|
Note
|
Plus (+) or minus (-). To provide more detailed indications of preferred stock quality, ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
|
Moody's employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:
|
||
Prime-1
|
Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:
|
|
·
|
Leading market positions in well-established industries.
|
|
·
|
High rates of return on funds employed.
|
|
·
|
Conservative capitalization structure with moderate reliance on debt and ample asset protection.
|
|
·
|
Broad margins in earnings coverage of fixed financial charges and high internal cash generation.
|
|
·
|
Well-established access to a range of financial markets and assured sources of alternate liquidity.
|
|
Prime-2
|
Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
|
|
Prime-3
|
Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.
|
|
Not Prime
|
Issuers rated Not Prime do not fall within any of the Prime rating categories.
|
A-1
|
A short-term obligation rated A-1 is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
|
A-2
|
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
|
A-3
|
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
|
B
|
A short-term obligation rated B is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties that could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
|
C
|
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
|
D
|
A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
|
F1
|
Obligations assigned this rating have the highest capacity for timely repayment under Fitch’s national rating scale for that country, relative to other obligations in the same country. This rating is automatically assigned to all obligations issued or guaranteed by the sovereign state. Where issues possess a particularly strong credit feature, a “+” is added to the assigned rating.
|
F2
|
Obligations supported by a strong capacity for timely repayment relative to other obligors in the same country. However, the relative degree of risk is slightly higher than for issues classified as ‘F1’ and capacity for timely repayment may be susceptible to adverse change sin business, economic, or financial conditions.
|
F3
|
Obligations supported by an adequate capacity for timely repayment relative to other obligors in the same country. Such capacity is more susceptible to adverse changes in business, economic, or financial conditions than for obligations in higher categories.
|
B
|
Obligations for which the capacity for timely repayment is uncertain relative to other obligors in the same country. The capacity for timely repayment is susceptible to adverse changes in business, economic, or financial conditions.
|
C
|
Obligations for which there is a high risk of default to other obligors in the same country or which are in default.
|
Appendix B: Proxy Voting Policies and Procedures
|
|
a)
|
Routine Matters
|
|
b)
|
Non-routine Matters
|
·
|
Copy of proxy voting policies and procedures
|
·
|
A copy of each proxy voting statement received regarding client securities.
|
·
|
A record of each vote cast on behalf of a client
|
·
|
A copy of any document created by Cutler that was material to making a decision how to vote proxies for a client or that memorializes the basis for that decision
|
·
|
A copy of each written client request for voting information and a copy of any written response to a client request.
|
PART C.
|
OTHER INFORMATION
|
Item 28.
|
Exhibits
|
|
(a)
|
Trust Instrument of Registrant dated October 2, 1992 (Exhibit incorporated herein by reference to Post-Effective Amendment No. 4 filed via EDGAR on March 8, 1996, accession number 0000912057-96-004156)
|
|
(b)
|
By-Laws of Registrant dated October 2, 1992, as amended March 12, 2004 (Exhibit incorporated herein by reference to Post-Effective Amendment No. 18 filed via EDGAR on October 29, 2004, accession number 0001275125-04-000366)
|
|
(c)
|
Incorporated herein by reference to Trust Instrument of Registrant (in Post-Effective Amendment No. 4 filed via EDGAR on March 8, 1996, accession number 0000912057-96-004156)
|
|
(d)
|
(i)
|
Investment Advisory Agreement between Registrant and Cutler Investment Counsel, LLC, on behalf of the Cutler Equity Fund (Exhibit incorporated by reference as filed in Post-Effective Amendment No. 22 via EDGAR on October 29, 2007, accession number 0001144204-07-056648)
|
|
(ii)
|
Investment Advisory Agreement between Registrant and Cutler Investment Counsel, LLC, on behalf of the Cutler Income Fund – to be filed by amendment
|
|
(e)
|
Distribution Agreement between Registrant and Ultimus Fund Distributors, LLC (Exhibit incorporated by reference as filed in Post-Effective Amendment No. 19 via EDGAR on September 2, 2005, accession number 0001111830-05-000438)
|
|
(f)
|
Not applicable
|
|
(g)
|
Custody Agreement between Registrant and US Bank, N.A. (Exhibit incorporated by reference as filed in Post-Effective Amendment No. 19 via EDGAR on September 2, 2005, accession number 0001111830-05-000438)
|
|
(h)
|
(i)
|
Mutual Fund Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Exhibit incorporated by reference as filed in Post-Effective Amendment No. 19 via EDGAR on September 2, 2005, accession number 0001111830-05-000438)
|
|
(ii)
|
Shareholder Service Plan adopted by Registrant (Exhibit incorporated by reference to Post-Effective Amendment No. 20 filed via EDGAR on October 27, 2006, accession number 0001111830-06-000782)
|
|
(iii)
|
Form of Shareholder Service Agreement (Exhibit incorporated herein by reference to Post-Effective Amendment No. 18 filed via EDGAR on October 29, 2004, accession number 0001275125-04-000366)
|
|
(iv)
|
Form of Expense Limitation Agreement between the Registrant and Cutler Investment Counsel, LLC (Exhibit incorporated herein by reference to Post-Effective
|
|
Amendment No. 24 filed via EDGAR on August 27, 2010, accession number 0001111830-10-000835).
|
|
(i)
|
Opinion of Counsel (Exhibit incorporated herein by reference to Post-Effective Amendment No. 18 filed via EDGAR on October 29, 2004, accession number 0001275235-04-000366).
|
|
(j)
|
Consent of Independent Registered Public Accounting Firm – Not applicable
|
|
(k)
|
Not applicable
|
|
(l)
|
Investment Representation letter (Exhibit incorporated by reference to Post-Effective Amendment No. 4 filed via EDGAR on March 8, 1996, accession number 0000912057-96-004156)
|
|
(m)
|
Not applicable
|
|
(n)
|
Not applicable
|
|
(o)
|
Reserved
|
|
(p)
|
(i)
|
Code of Ethics of Registrant– Filed herewith
|
|
|
(ii)
|
Code of Ethics of Cutler Investment Counsel, LLC – Filed herewith
|
|
(iii)
|
Code of Ethics of Ultimus Fund Distributors, LLC – Filed herewith
|
|
(Other Exhibits)
|
|
Powers of Attorney for Mario J. Campagna and John P. Cooney – (Exhibit incorporated by reference to Post-Effective Amendment No. 26 filed via EDGAR on October 28, 2011, accession number 0001111830-11-00690)
|
Item 29.
|
Persons Controlled by or Under Common Control with Registrant.
|
|
No person is directly or indirectly controlled by or under common control with the Registrant.
|
Item 30.
|
Indemnification
|
Item 31.
|
Business and Other Connections of Investment Adviser
|
|
The description of Cutler Investment Counsel, LLC under the caption “Management” in both the Prospectus and the Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement, is incorporated by reference herein.
|
|
The following are the members and officers of Cutler Investment Counsel, LLC, including their business connections that are of a substantial nature. The address of Cutler Investment Counsel, LLC is 525 Bigham Knoll, Jacksonville, Oregon 97530 and, unless otherwise indicated below, that address is the principal business address of any company with which the members and officers are connected.
|
Name
|
Title
|
Other Business Connections
|
|||
Brooke Cutler Ashland
|
Member, Chief
|
Chief Executive Officer and President of
|
|||
Executive Officer,
|
Trustee Investment Services, Inc.
|
||||
Chief Compliance Officer
|
(a trustee education firm); President of Big Bear
|
||||
Investment
|
Timber, LLC (farming); Chief
|
||||
Committee Member
|
Executive Officer of Kids of the
|
||||
Kingdom, LLC (early age education)
|
|||||
Carol S. Fischer
|
Member and Chief
|
None
|
|||
Operating Officer
|
|||||
Erich M. Patten
|
Member, Secretary,
|
None
|
|||
Investment
|
|||||
Committee Member
|
|||||
and Portfolio Manager
|
|||||
Matthew C. Patten
|
Member, President,
|
None
|
|||
Investment Committee
|
|||||
Member and Portfolio
|
|||||
Manager
|
Item 32.
|
Principal Underwriters
|
|
(a)
|
Ultimus Fund Distributors, LLC (the “Distributor”), 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, also acts as the principal underwriter for the following registered investment companies:
|
Williamsburg Investment Trust
|
The GKM Funds
|
|
The Berwyn Funds
|
Hussman Investment Trust
|
|
TFS Capital Investment Trust
|
Schwartz Investment Trust
|
|
Papp Investment Trust
|
Profit Funds Investment Trust
|
|
AlphaMark Investment Trust
|
Stralem Fund
|
|
Piedmont Investment Trust
|
Stadion Investment Trust
|
|
Gardner Lewis Investment Trust
|
CM Advisors Family of Funds
|
|
NCM Capital Investment Trust
|
Ultimus Managers Trust
|
(b)
|
The following list sets forth the directors and executive officers of the Distributor. The address of the persons named below is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
|
|||||
Position with
|
Position with
|
|||||
Name
|
Distributor
|
Registrant
|
||||
Robert G. Dorsey
|
President/Managing Director
|
Vice President
|
||||
Mark J. Seger
|
Treasurer/Managing Director
|
Assistant Treasurer
|
||||
Theresa M. Bridge
|
Vice President
|
Assistant Treasurer
|
||||
Wade R. Bridge
|
Vice President
|
Assistant Secretary
|
||||
Tina H. Bloom
|
Vice President
|
Secretary
|
||||
Steven F. Nienhaus
|
Vice President
|
None
|
||||
Jeffrey D. Moeller
|
Vice President
|
None
|
||||
Craig J. Hunt
|
Vice President
|
None
|
||||
Stephen L. Preston
|
Chief Compliance Officer
|
Assistant Vice President/
|
||||
|
AML Compliance Officer
|
|||||
Julie M. Schmuelling
|
Vice President
|
None
|
||||
Kristine M. Limbert
|
Vice President
|
None
|
||||
Kirk Littleton
|
Vice President
|
None
|
||||
Frank L. Newbauer
|
Assistant Vice President
|
Assistant Secretary | ||||
(c)
|
Inapplicable
|
Item 33.
|
Location of Accounts and Records
|
Item 34.
|
Management Services Not Discussed in Parts A or B
|
|
Not applicable
|
Item 35.
|
Undertakings
|
|
Not applicable
|
THE CUTLER TRUST
|
||
By:
|
/s/ Erich M. Patten
|
|
Erich M. Patten, President
|
Signature
|
Title
|
Date
|
|
/s/ Erich M. Patten
|
President
|
July 13, 2012
|
|
Erich M. Patten
|
(Chief Executive Officer)
|
||
/s/ Matthew C. Patten
|
Treasurer (Chief Financial
|
July 13, 2012
|
|
Matthew C. Patten
|
Officer) and Trustee
|
||
Trustee
|
/s/ Tina H. Bloom
|
||
Mario J. Campagna*
|
Tina H. Bloom
|
||
Attorney-in-fact*
|
|||
Trustee
|
July 13, 2012
|
||
John P. Cooney*
|
Exhibit No.
|
Description
|
28(p)(i)
|
Code of Ethics of Registrant, last amended December 31, 2011
|
28(p)(ii)
|
Code of Ethics of Cutler Investment Counsel, LLC as Amended November 16, 2011
|
28(p)(iii)
|
Code of Ethics of Ultimus Fund Distributors, LLC as of September 30, 2011
|
SECTION 1.
|
INTRODUCTION
|
SECTION 2.
|
DEFINITIONS
|
|
(a)
|
Access Person means:
|
|
(i)
|
Any Trust officer;
|
|
(ii)
|
any trustee, including any independent trustee;
|
|
(iii)
|
the officers and directors of the Fund’s investment adviser;
|
|
(iv)
|
any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or the investment advisor) who, in conjunction with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and
|
|
(v)
|
any natural person in a control relationship to the Fund or the investment advisor who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.
|
|
(i)
|
direct obligations of the Government of the United States;
|
|
(ii)
|
bankers’ acceptances and bank certificates of deposit;
|
|
(iii)
|
commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;
|
|
(iv)
|
repurchase agreements covering any of the foregoing; and
|
|
(v)
|
shares of registered open-end investment companies, other than the Fund.
|
|
(i)
|
any Covered Security which, within the most recent 15 days (x) is or has been held by a Fund or (y) is being or has been considered by a Fund or an investment adviser to the Fund for purchase by the Fund; and
|
|
(ii)
|
any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.
|
SECTION 3.
|
PROHIBITED TRANSACTIONS
|
|
(i)
|
employ any device, scheme or artifice to defraud a Fund;
|
|
(ii)
|
make to a Fund or to a Fund’s investment adviser or distributor any untrue statements of a material fact or omit to state to any of the foregoing a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
|
|
(iii)
|
engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or
|
|
(iv)
|
engage in any manipulative practice with respect to a Fund.
|
|
(i)
|
inducing or causing a Fund to take action or to fail to take action, for personal benefit rather than for the benefit of the Fund;
|
|
(ii)
|
accepting anything other than of de minimus value or any other preferential treatment from any entity with which a Fund does business;
|
|
(iii)
|
establishing or maintaining an account at any entity through which securities transactions may be effected without written notice to the designated Review Officer prior to establishing such an account;
|
|
(iv)
|
using knowledge of portfolio transactions of a Fund for their personal benefit or the personal benefit of their friends or relatives;
|
|
(v)
|
violating the anti-fraud provisions of the federal or state securities laws;
|
|
(vi)
|
serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Fund and its shareholders.
|
|
(i)
|
the Access Person’s direct or indirect beneficial ownership of any securities of such issuer;
|
|
(ii)
|
any positions with such issuer or its affiliates; and
|
|
(iii)
|
any present or proposed business relationship between such issuer or its affiliates, on the other hand, and such person or any party in which such person has a significant interest, on the other hand.
|
SECTION 4.
|
REPORTING REQUIREMENTS
|
|
(i)
|
the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
|
|
(ii)
|
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
|
|
(iii)
|
the date that the report is submitted by the Access Person.
|
|
(i)
|
with respect to any transaction during the quarter in a Covered Security in which the Access Person had, or by reason of such transaction acquired, any direct or indirect beneficial ownership:
|
|
(1)
|
the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
|
|
(2)
|
the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
|
|
(3)
|
the price of the Covered Security at which the transaction was effected;
|
|
(4)
|
the name of the broker, dealer or bank with or through which the transaction was effected; and
|
|
(5)
|
the date that the report is submitted by the Access Person.
|
|
(ii)
|
with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
|
|
(1)
|
the name of the broker, dealer or bank with whom the Access Person established the account;
|
|
(2)
|
the date the account was established; and
|
|
(3)
|
the date that the report is submitted by the Access Person.
|
|
(i)
|
the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
|
|
(ii)
|
the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
|
|
(iii)
|
the date that the report is submitted by the Access Person.
|
|
(i)
|
provide full access to the Fund, its agents and attorneys to any and all records and documents which the Fund considers relevant to any securities transactions or other matters subject to the Code;
|
|
(ii)
|
cooperate with the Fund, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code;
|
|
(iii)
|
provide the Fund, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter subject to the Code; and
|
|
(iv)
|
promptly notify the Review Officer or such other individual as the Fund may direct, in writing, from time to time, of any incident of noncompliance with the Code by any Access Person.
|
SECTION 5.
|
REVIEW OFFICER
|
|
(i)
|
review all securities transaction and holdings reports and shall maintain the names of persons responsible for reviewing these reports;
|
|
(ii)
|
identify all Access Persons who are required to make these reports and promptly inform each Access Person of the requirements of the Code;
|
|
(iii)
|
compare, on a quarterly basis, all Access Persons’ Covered Securities transactions with each Fund’s completed portfolio transactions to determine whether a Code violation may have occurred;
|
|
(iv)
|
maintain a signed acknowledgment by each person who is then an Access Person, in the form of Appendix A; and
|
|
(v)
|
identify persons who are Investment Personnel of the Fund and inform those persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring ownership of a security in any Limited Offering or Initial Public Offering.
|
|
(vi)
|
annually prepare a written report to the Trustees that
|
|
(1)
|
describes any issues under the code of ethics or procedures since the last report to the Trustees, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
|
|
(2)
|
certifies that the Fund has adopted procedures reasonably necessary to prevent Access Persons from violating the code.
|
|
(i)
|
a copy of any Code of Ethics adopted by the Fund which has been in effect during the previous five (5) years in an easily accessible place;
|
|
(ii)
|
a record of any violation of any code of ethics, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;
|
|
(iii)
|
a copy of each report made by an Access Person as required by Section 4, including any information provided in lieu of the reports under Section 4(h), of this Code for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;
|
|
(iv)
|
a list of all persons who are, or within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any Code of Ethics adopted by a Fund, in an easily accessible place;
|
|
(v)
|
a copy of each written report and certification required pursuant to Section 6(iv) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and
|
|
(vi)
|
a record of any decision, and the reasons supporting the decision, approving the acquisition by Investment Personnel of securities under Section 5(a)(v) of this Code, for at least five (5) years after the end of the fiscal year in which the approval is granted.
|
SECTION 6.
|
BOARD REVIEW
|
|
(i)
|
approve the Code of Ethics of the Fund, and the Code of Ethics of each investment adviser, administrator, and principal underwriter of the Fund before initially retaining their services, and any material changes to these Codes at its next regularly scheduled meeting and in any event within six months of such change;
|
|
(ii)
|
base its approval of a Code of Ethics, and any material changes to the Code of Ethics, on a determination that the Code contains provisions reasonably necessary to prevent access persons (as defined in the respective Codes) from engaging in prohibited conduct;
|
|
(iii)
|
receive, prior to approving a Code or any amendment to a Code, a certification from the Fund, investment adviser, administrator, or principal underwriter that it has adopted procedures reasonably necessary to prevent access person from violating the Code; and
|
|
(iv)
|
receive and consider, no less frequently than annually,
|
|
a written report from the Fund, investment adviser, administrator, or principal underwriter describing any issues, material violations of the Code or procedures and sanctions imposed in response to the material violations; and
|
|
(2)
|
a written certification from the Fund, investment adviser, administrator, or principal underwriter, as applicable, that it has adopted procedures reasonably necessary to prevent Access Persons from violating its Code.
|
Signature
|
Date
|
|
Printed Name
|
|
1.
|
To employ any device, scheme, or artifice to defraud the Fund;
|
|
2.
|
To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;
|
|
3.
|
To engage in any act, practice, or course of business that operates, or would operate, as a fraud or deceit on the Fund; or
|
|
4.
|
To engage in any manipulative practice with respect to the Fund.
|
|
(a)
|
Access Person has the same meaning as in Rule 17j-1 and includes any director, officer, employee or Advisory Person of the Adviser
|
|
(b)
|
Beneficial Ownership has the same meaning as in Rule 16a-1(a)(2) for the purposes of Section 16 of the Securities Exchange Act of 1934 (the “1934 Act”). Generally, a person is considered the beneficial owner of securities if the person has a pecuniary interest in the securities and includes securities held by members of the person’s immediate family sharing the same household, or other persons if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains from such securities benefits substantially equivalent to those of ownership.
|
|
(c)
|
Review Officer is the person or persons appointed by the Adviser to approve and to review any transaction by an Access Person as required by this Code. With respect to transactions of and reports filed by the Review Officer the President shall act in the capacity of Review Officer. The Review Officer is William Beggs, Assistant Compliance Officer.
|
|
(d)
|
Control has the same meaning as in Section 2(a)(9) of the 1940 Act and generally means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
|
|
(e)
|
Covered Security is a security as defined in Section 2(a)(36) of the 1940 Act and includes any option written to purchase or sell a security, but does not include:
|
|
i.
|
direct obligations of the United States Government;
|
|
ii.
|
bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and
|
|
iii.
|
shares issued by any open-end investment company (specifically including Exchange Traded Funds “ETFs” and other index fund products).
|
|
(f)
|
Initial Public Offering has the same meaning as in Rule 17j-1 and is an offering of securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
(g)
|
Limited Offering has the same meaning as in Rule 17j-1 and is an offering that is exempt from registration under Sections 4(2) or 4(6) of the 1933 Act or under Rules 504, 505, or 506 promulgated there under.
|
|
(h)
|
Security Held or to be Acquired by a Fund means any Covered Security which, within the most recent 14 days:
|
|
i.
|
is or has been held by a Fund; or
|
|
ii.
|
is being or has been considered by a Fund or the Adviser for purchase by a Fund; and
|
|
iii.
|
any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (a)(10)(i) of this section.
|
|
(a)
|
General. It is the policy of the Adviser that no Access Person shall engage in any act, practice, or course of conduct that would violate this Code. Each Access Person has the responsibility of ensuring that all personal trading (for themselves and members of their household) and other professional activities comply with the policies in this Code. In addition, all Supervised Persons are required to comply with all applicable federal and state securities laws. An Access Person may not, directly or indirectly, acquire or dispose of beneficial ownership of a Covered Security, unless (1) such purchase or sale has been approved by the Review Officer, (2) the approved transaction is completed by the close of business on the second trading day after approval is received, and (3) the Review Officer has not rescinded such approval prior to execution of the transaction. Request for any such approval must be submitted electronically to the Review Officer. An Access Person may not use proprietary or insider knowledge to directly or indirectly acquire or dispose of beneficial ownership of a Covered Security. Access Person accounts and transactions will be reviewed for infractions by the Review Officer or his/her designee to ensure compliance with company policies. |
|
(b)
|
Blackout Periods. No Access Person shall purchase or sell, directly or indirectly, any security on a day during which a Client has a pending “buy” or “sell” order in that same security until that order is executed or withdrawn.
|
|
(c)
|
Exempted Transactions. The prohibitions of paragraph (b) of this section shall not apply to the following transactions:
|
|
i.
|
purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;
|
|
ii.
|
purchases or sales that are nonvolitional on the part of the Access Person;
|
|
iii.
|
purchases that are part of an Automatic Investment Plan (as defined under Rule 17j-1); and
|
|
iv.
|
purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
|
|
v.
|
Transactions which are conducted as part of an investment strategy (e.g. fee paying accounts) are exempt.
|
|
(d)
|
Additional Pre-Clearance Requirements. No Access Person may directly or indirectly acquire Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering unless the person obtains verification for the transaction from the Review Officer (“IPO / Limited Offering Pre-Clearance”). The Review Officer may approve the transaction if the Review Officer concludes that the transaction would not cause a material conflict of interest with a Client or operate to the detriment or disadvantage of a Client. A request for IPO / Limited Offering Pre-Clearance must be made by completing the IPO / Limited Offering Pre-Clearance Form (in the sample form attached as Exhibit A) and submitting it to the Review Officer.
|
|
(e)
|
Undue Influence: Disclosure of Personal Interest. No Access Person shall cause or attempt to cause any Client to purchase, sell, or hold any security in a manner calculated to create any personal benefit to the Access Person. No Access Person shall cause or recommend any securities transaction for a Client without having disclosed to the Review Officer his or her interest, if any, in such securities or the issuer thereof, including, without limitation, (i) his or her Beneficial Ownership of any securities of the issuer, (ii) any position with the issuer or its affiliates, (iii) any family member’s Beneficial Ownership of any securities of the issuer or position with the issuer or its affiliates of which the Access Person is aware, and (iv) any present or proposed business relationship between the issuer or its affiliates, on the one hand, and such person or any party in which such person has a significant interest, on the other hand. The Review Officer may approve a transaction of the type described in this paragraph if the Review Officer concludes that the transaction would not cause a material conflict of interest with a Client or operate to the detriment or disadvantage of a Client. |
|
(f)
|
Corporate Opportunities. All Access Persons are expressly prohibited from taking personal advantage of any opportunity properly belonging to a Client.
|
|
(g)
|
Confidentiality. Except as required in the normal course of carrying out an Access Person’s business responsibilities, Access Persons are prohibited from revealing information relating to the investment intentions or activities of any Client or securities that are being considered for purchase or sale for any Client.
|
|
(a)
|
Unless excepted under paragraph (b) of this section, every Access Person must make the following reports to the Adviser. Each report must be dated on the day that the report is submitted to the Adviser. An Access Person may include a statement that the information in the report shall not be deemed an admission that the Access Person has Beneficial Ownership of any Covered Security to which the report relates.
|
|
i.
|
Initial Holdings Reports. No later than 10 days after a person becomes an Access Person, the Access Person must submit the following information.
|
|
A.
|
The title, number of shares, and principal amount of each Covered Security in which the Access Person had Beneficial Ownership when the person became an Access Person; and
|
|
B.
|
As of the date the person became an Access Person, the name of any broker, dealer, or bank which maintains an account in which any Covered Securities of which the Access Person has Beneficial Ownership were held.
|
|
C.
|
The information provided within the report must be current as of 45 days prior to employment/becoming access person.
|
|
ii.
|
Transaction Reports. All Access Persons are required to file with the Review Officer and the Adviser’s Chief Compliance Officer, no later than 30 days after the end of each calendar quarter, a report of all personal transactions in Covered Securities for that quarter.
|
|
iii.
|
Annual Holdings Reports. On an annual basis, not later than January 30 of each year, all Access Persons shall file with the Review Officer and the Adviser’s Chief Compliance Officer, a certification of compliance with this Code, which report shall also include the following information (current as of a date no more than 45 days before the report is submitted):
|
|
A.
|
The title, ticker symbol, date of report submitted, number of shares, and principal amount of each Covered Security in which the Access Person has Beneficial Ownership; and
|
|
B.
|
The name of any broker, dealer or bank which maintains an account in which any Covered Securities of which the Access Person has Beneficial Ownership are held.
|
|
(b)
|
Exceptions from Reporting Requirements. An Access Person need not make a report under paragraph (a) of this section for transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or Control. An Access Person need not make a quarterly transaction report under this Section with respect to transactions effected pursuant to an Automatic Investment Plan.
|
|
(c)
|
Alternative Reporting. The submission to the Review Officer and the Adviser’s Chief Compliance Officer of duplicate broker trade confirmations and statements on all Covered Securities transactions attached to a signed and dated quarterly Transaction Report shall be deemed to satisfy the quarterly Transaction Report requirement. The Annual Holdings Report may be satisfied by confirming annually, in writing, the accuracy of the records maintained by the Review Officer and the Adviser’s Chief Compliance Officer and recording the date of the confirmation.
|
|
(a)
|
Notification Of Access Persons. The Adviser shall identify all Access Persons and inform them of this Code and their reporting requirements under this Code. Each Access Person shall be required to acknowledge in writing, that he or she has received a copy of, has read and fully understands and will comply with, this Code.
|
|
(b)
|
Review and Report to the Adviser. The Adviser’s Review Officer shall review the reports required under this Code and shall report violations of the Code at least quarterly to the Adviser and to the Board of Trustees of the Trust. Please see 8.1 Procedures to Implement Code of Ethics section 4.iv. for additional details regarding the review of reports.
|
|
(c)
|
Sanctions. Upon discovering a violation of this Code, the Adviser may impose any sanctions that it deems appropriate, including, among other things, a letter of censure, or suspension or termination of the employment of the violator.
|
|
(d)
|
Duty to Report. All Employees and/or Access Persons have a responsibility to report violations of this code to the CCO or his/her designee.
|
|
(e)
|
Report to Board. At least annually, the Adviser must furnish to the Funds’ Board of Trustees a written report that describes any issues arising under the Code, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations.
|
|
(a)
|
The Adviser shall maintain and cause to be maintained in an easily accessible place a copy of this Code and any other Code that has at any time within the past 5 years been in effect.
|
|
(b)
|
The Adviser also shall maintain and cause to be maintained:
|
|
i.
|
A record of any violation of this Code and of any action taken as a result of the violation in an easily accessible place for at least 5 years following the end of the fiscal year in which the violation occurred.
|
|
ii.
|
A copy of each report made by an Access Person for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.
|
|
iii.
|
A record of all persons who, currently or within the past five years, are or were Review Officers or Chief Compliance Officers, and who, currently or within the past five years, are or were Access Persons required to make reports under this Code.
|
|
iv.
|
A copy of each Access Person’s Code of Ethics Acknowledgement will be maintained throughout their employment and for a period of at least five years after termination.
|
|
v.
|
A copy of each report made to the Funds’ Board of Trustees under this Code for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.
|
|
vi.
|
A record of the approval of, and rationale supporting, any direct or indirect acquisition by Access Persons of an Initial Public Offering or a Limited Offering for at least five years after the end of the fiscal year in which approval is granted.
|
|
As of September 30, 2011
|
I.
|
Definitions
|
|
(a)
|
“Access Person” shall mean any director, officer, employee or registered representative of the Company who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Securities by the Funds, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Funds regarding the purchase or sale of Securities. The Firm defines all employees as Access Persons for purposes of the Code.
|
|
(b)
|
“Beneficial ownership” shall have the same meaning as in Rule 16a-1(a)(2) for the purposes of Section 16 of the Securities Exchange Act of 1934. Generally, a person is considered the beneficial owner of Securities if the person has a pecuniary interest in the Securities and includes Securities held by members of the person’s immediate family sharing the same household, or other persons if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains from such Securities benefits substantially equivalent to those of ownership.
|
|
(c)
|
“Board of Directors” shall mean a board of directors of an incorporated investment company or a board of trustees of an investment company created as a common-law trust.
|
|
(d)
|
“Fund” shall mean an investment company registered under the 1940 Act for which the Company or an affiliate serves as principal underwriter, administrator, fund accountant or transfer agent.
|
|
(e)
|
“Security” shall have the same meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include shares of registered open-end investment companies (other than exchange traded funds and any Funds listed in “Exhibit A,” as amended
|
|
|
from time to time); direct obligations of the U.S. Government; banker’s acceptances; bank certificates of deposit; commercial paper; and high-quality short-term debt instruments, including repurchase agreements;
|
|
(f)
|
A “Security held or to be acquired by the Funds” shall mean (1) any Security which, within the most recent fifteen (15) days, is or has been held by a Fund or is being or has been considered by a Fund or a Fund’s investment adviser for purchase by such Fund, or (2) any option to purchase or sell, and any Security convertible into or exchangeable for, any such Security.
|
|
(g)
|
“Transaction” shall mean any purchase, sale or any type of acquisition or disposition of securities, including the writing of an option to purchase or sell Securities.
|
II.
|
Prohibition on Certain Actions & Pre-approval of Certain Investments
|
|
Ø
|
Employ any device, scheme or artifice to defraud the Funds;
|
|
Ø
|
Make any untrue statement of a material fact to the Funds or to omit to state a material fact necessary in order to make the statements made to the Funds, in light of the circumstances under which they are made, not misleading;
|
|
Ø
|
Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Funds; or
|
|
Ø
|
Engage in any manipulative practice with respect to the Funds.
|
III.
|
Initial and Annual Reporting of Holdings
|
|
(1)
|
the title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect beneficial ownership;
|
|
(2)
|
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held for the direct or indirect benefit of such Access Person; and
|
|
(3)
|
the date that the report is submitted by the Access Person.
|
IV.
|
Quarterly Reporting of Securities Transactions
|
V.
|
Record of Securities Transactions
|
VI.
|
Exemptions from Reporting Requirements
|
|
Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;
|
|
Ø
|
A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the firm holds in its records so long the confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter.
|
|
Ø
|
A transaction report with respect to transactions effected pursuant to an automatic investment plan; and
|
|
Ø
|
Any report with respect to contributions to, and holdings in, the Ultimus Fund Solutions, LLC Retirement & Profit Sharing Plan to purchase shares of the Funds, and holdings of shares of the Funds within such Plan.
|
VII.
|
Disclaimer of Beneficial Ownership
|
VIII.
|
Sanctions
|
IX.
|
Reporting to Board of Directors
|
X.
|
Notification of Reporting Obligation
|
XI.
|
Certification
|
|
|
|
Name (please print)
|
|
Title of Security
|
Number of Shares/ Principal Amount
|
Account Registration
|
Broker / Dealer / Bank
|
Account Number
|
Signature of Access Person
|
Approved
|
|
Date of Filing
|
Date Approved
|
|
|
|
Name (please print)
|
|
Title of Security
|
Number of Shares/ Principal Amount
|
Account Registration
|
Broker / Dealer / Bank
|
Account Number
|
Signature of Access Person
|
Approved
|
|
Date of Filing
|
Date Approved
|
|
|
|
Name (please print)
|
Quarter Ending
|
Date
|
Purchase/Sale/ Other
|
Number of Shares/ Principal Amount
|
Title of Security
|
Price
|
Broker/Dealer/Bank
|
Account Registration
|
Broker/Dealer/Bank
|
Account No.
|
Date Established
|
Signature of Access Person
|
Approved
|
|
Date of Filing
|
Date Approved
|
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