Form 485BPOS Starboard Investment
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E-mailAs filed with the Securities and Exchange Commission on July 29, 2024
File Nos. 333-159484 and 811-22298
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933
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☒ |
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Pre-Effective Amendment No.
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☐ |
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Post-Effective Amendment No. 440
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☒ |
and/or
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REGISTRATION STATEMENT UNDER INVESTMENT COMPANY ACT OF 1940
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☒ |
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Amendment No. 441
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☒ |
(Check appropriate box or boxes)
(Exact Name of Registrant as Specified in Charter)
116 South Franklin Street, P. O. Box 69, Rocky Mount, NC 27802
(Address of Principal Executive Offices)
(Address of Principal Executive Offices)
2140 South Dupont Hwy., Camden, DE 19934
(Name and Address of Agent for Service)
With Copies to:
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Terrence Davis, Esq. & Tanya Boyle, Esq
DLA Piper LLP
1201 West Peachtree Street
Suite 2900
Atlanta, GA 30309-3449
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Tracie Coop, Esq.
The Nottingham Company
116 S. Franklin Street
Rocky Mount, NC 27804
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As soon as practicable after the Effective Date of this Registration Statement
(Approximate Date of Proposed Public Offering)
It is proposed that this filing will become effective: (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on August 1, 2024 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Matisse Funds
PROSPECTUS
August 1, 2024
This prospectus contains information about the Matisse Funds that you should know before investing. You should read this prospectus carefully, before you
invest or send money, and keep it for future reference. For questions or for Shareholder Services, please call 1-800-773-3863.
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Investment Advisor
Deschutes Portfolio Strategy, LLC
dba Matisse Capital
15350 SW Sequoia Parkway, Suite 260 Portland, Oregon 97224 |
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Matisse Discounted Closed-End Fund Strategy
Institutional Class Shares MDCEX |
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Matisse Discounted Bond CEF Strategy
Institutional Class Shares MDFIX |
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy
of this prospectus. Any representation to the contrary is a criminal offense.
Table of Contents
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12
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| 35 | |
| 35 | |
| 36 |
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| Management of the Funds | 36 |
| 36 |
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| Investing in the Funds | 38 |
| 38 |
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| 39 |
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| 39 |
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| 41 |
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| 44 |
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| 45 |
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| Other Important Information | 45 |
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| 47 |
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| Back Cover |
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The Matisse Discounted Closed-End Fund Strategy (the
“Fund”) seeks long-term capital appreciation and income.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and example below.
| Shareholder Fees (fees paid directly from your investment) | |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) | |
| Maximum Deferred Sales Charge (Load) (as a % of the lesser of amount purchased or redeemed) | |
| Redemption Fee (as a % of amount redeemed) | |
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees1 | |
| Distribution and/or Service (12b-1) Fees | |
| Other Expenses | |
| Interest Expenses from Borrowing | |
| Acquired Fund Fees and Expenses2 | |
| Total Annual Fund Operating Expenses | |
1. Restated to reflect current contractual fees.
2. “Acquired Fund Fees and Expenses” are the indirect costs of investing in other investment companies. The operating expenses in this fee table will not correlate to the expense ratio in the Fund’s financial statements, once available, because the financial statements include only the direct operating expenses incurred by the Fund.
3
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Class
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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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Institutional Class
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$ |
$ |
$ |
$ |
The Fund is a “fund of funds” that seeks to achieve its investment objectives principally through investments in unaffiliated closed-end funds that typically trade at
substantial discounts relative to their underlying net asset values and pay regular periodic cash distributions. The closed-end funds in the Fund’s portfolio can invest in a variety of asset classes, including both equity and fixed income
securities. The Advisor believes this approach is capable of generating long-term capital appreciation and income, and typically results in a balanced Fund portfolio.
As a matter of investment policy, the Fund will invest, under normal circumstances, at least 80% of net assets, plus borrowings for investment purposes, in discounted
closed-end funds. For purposes of this policy, a closed-end fund is considered discounted when, in the Advisor’s determination, the fund’s market value is less than the value of its underlying portfolio. This policy may be changed without
shareholder approval upon 60-days’ prior notice to shareholders. In addition, the closed-end funds may be domestic or foreign for purposes of this policy.
Grounded in academic research, the Advisor firmly believes the closed-end fund market is highly inefficient. It is the Advisor’s conviction that closed-end fund discounts
display strong (and highly predictable) mean reverting tendencies (the discounts fluctuate around a long-term average discount), and it employs an investment strategy that seeks to take advantage of this concept. In evaluating closed-end funds for
the portfolio, the Advisor utilizes a proprietary research process that attempts to forecast whether the market discount on a closed-end fund will increase or decrease in the future. The process is highly quantitative, and model inputs include
information about the closed-end fund’s discount (absolute, relative, quintile, patterns, and volatility), yield, distribution history, management team, expenses, underlying portfolio investments, balance sheets, liquidity, activist involvement,
and historical pricing. The Advisor then builds a portfolio of closed-end funds that, in its opinion, are the most attractively discounted and most likely to see their discounts close (narrow) in the future. An analysis based on the same process
determines when a closed-end fund should be sold. The Advisor determines to sell a closed-end fund when, in its opinion, it becomes less attractively discounted and less likely to see its discount close (narrow) in the future.
4
The Advisor’s investment strategy seeks to capture total return potential from the following sources:
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1.
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NAV Movement and Base Income (Traditional) – investors can benefit when the underlying portfolio of a closed-end fund appreciates in value, and any cash
distributions paid out add to total return.
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2.
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Closed-End Fund Discount Movement (Enhanced) – unique to closed-end funds, investors benefit when a closed-end fund’s discount closes relative to its net asset
value, creating capital appreciation potential.
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3.
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Excess Income Due to Discount (Enhanced) – regardless of discount level, closed-end funds pay out distributions at-NAV, so discounts amplify the income level one
receives.
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Closed-end funds are investment companies that, unlike an open-end mutual fund, do not typically issue redeemable shares. Instead, a fixed number of shares trade on a
secondary market, such as the New York Stock Exchange or the NASDAQ Stock Market. The shares of closed-end funds frequently trade at either a premium or discount relative to their underlying net asset values. The Fund will invest in closed-end
funds that are trading at substantial discounts relative to the underlying net asset values and that the Advisor feels are best positioned to narrow the spread between the underlying net asset value of the fund and the share price. A closed-end
fund is considered to be trading at a substantial discount when, in the Advisor’s determination, the fund’s market value is significantly less than the value of its underlying portfolio. The Advisor believes that these investments will allow the
Fund to profit from the capital appreciation achieved when such spreads decrease and the market prices of the shares move closer to the net asset values, as well as from the capital appreciation achieved when general market conditions increase
share prices, and the income generated from closed-end fund distributions.
The Advisor intends to construct a diversified portfolio that generates regular cash income. Under normal market conditions, the Fund’s portfolio will hold shares of
approximately 30 to 90 unaffiliated closed-end funds, along with cash, cash equivalents, and other types of securities in which the Fund may make limited investments. The closed-end funds in which the Fund invests may hold either equity securities
or fixed income securities. In addition, the closed-end funds: may invest in foreign securities and American Depository Receipts (ADRs); may invest in derivative instruments; and may utilize leverage to acquire their underlying portfolio
investments.
The Fund’s direct investments may be in both domestic and foreign securities. (The Advisor deems a security to be foreign if a U.S. market is not the principal trading
market.) Foreign securities held by the Fund will principally be closed-end funds listed and traded in Canada and the United Kingdom. Such investments will be selected for investment and sold using the same proprietary research process for
domestic closed-end funds, although with adjustments for local practices and regulations. Investments in foreign securities may be made directly in foreign markets, including emerging markets, as well as indirectly through other investment
companies and ADRs. To the extent the Fund invests in ADRs, it may invest in ADRs sponsored by the issuers of the underlying securities or ADRs organized independently of the issuers.
5
Based upon the Advisor’s view of available investment opportunities, as well as for cash management purposes, the Fund’s portfolio will also include cash and cash equivalents
that provide a temporary pool of liquidity for future investments, redemptions, and other Fund expenses. Under normal circumstances, the Fund may hold up to 20% of net assets, plus borrowings for investment purposes, in cash and cash equivalents.
This portion of the Fund’s portfolio will principally be invested in money market mutual funds.
To take advantage of opportunities to invest, the Fund may borrow money for investment purposes (leverage). Any borrowing by the Fund will be subject to the limitations set
forth in the Investment Company Act of 1940, as amended (the “1940 Act”), and relevant interpretive positions of the staff of the Securities and Exchange Commission (the “SEC”), which presently allow the Fund to borrow (including pledging,
mortgaging or hypothecating assets) in an amount up to one-third of its total assets, which include assets purchased with borrowed money.
PRINCIPAL RISKS OF INVESTING IN THE FUND
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| o | ADR Risk. ADRs may be subject to some of the same risks as direct investments in foreign companies, which includes international trade, currency, political, regulatory, and diplomatic risks. In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay some or all of the depository’s transaction fees. Under an unsponsored ADR arrangement, the foreign issuer assumes no obligations and the depository’s transaction fees are paid directly by the ADR holders. Because unsponsored ADR arrangements are organized independently and without the cooperation of the issuer of the underlying securities, available information concerning the foreign issuer may not be as current as for sponsored ADRs and voting rights with respect to the deposited securities are not passed through. |
9
Institutional Class Shares
Calendar Year Returns
During the periods shown in the bar chart above, the Fund’s highest quarterly return was 19.86 % (quarter ended June 30, 2020 ) and the Fund’s lowest quarterly return was -37.13 % (quarter ended March 31, 2020 ). The Fund’s year-to-date return as of June 30, 2024 , was 8.38 %.
10
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Average Annual Total Returns
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(returns with maximum sales charge) |
Past 1
Year |
Past 5
Years |
Past 10
Years |
Since
Inception1 |
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Institutional Class Shares
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Before taxes
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After taxes on distributions
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After taxes on distributions and sale of Shares
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Morningstar Global Allocation Index2
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S&P 500 Total Return Index2
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S-Network Composite Closed-End Fund Total Return Index
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First Trust Composite Closed-End Fund Index
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1.The Institutional Class Shares commenced operations on October 31, 2012 .
2. In prior prospectuses, the Fund compared its performance against the S&P 500 Total Return Index. The Advisor believes the Morningstar Global Allocation Index is a more appropriate and accurate index against which to compare the Fund’s investment strategies as it aligns more closely with the Fund’s portfolio than the S&P 500 Total Return Index.
Investment Advisor. The Fund’s investment advisor is Deschutes Portfolio Strategy, LLC, dba Matisse Capital.
Portfolio Managers. The Fund’s portfolio is managed on a day-to-day basis by Bryn Torkelson, founder
and chief investment officer of the Advisor, and Eric Boughton, CFA, analyst of the Advisor, who have each served as a portfolio manager since the Fund’s inception in October 2012.
For more information about Purchase and Sale of Shares, Tax Information, and Financial Intermediary Compensation, please turn to page 22 of the Prospectus.
11
The Matisse Discounted Bond CEF Strategy (the “Fund”) seeks total return with an emphasis on providing current income.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and example below.
| Shareholder Fees (fees paid directly from your investment) | |
| Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) | |
| Maximum Deferred Sales Charge (Load) (as a % of the lesser of amount purchased or redeemed) | |
| Redemption Fee (as a % of amount redeemed) | |
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | |
| Distribution and/or Service (12b-1) Fees | |
| Other Expenses | |
| Interest Expenses from Borrowing | |
| Acquired Fund Fees and Expenses1 | |
| Total Annual Fund Operating Expenses | |
1. “Acquired Fund Fees and Expenses” are the indirect costs of investing in other investment companies. The operating expenses in this fee table will not correlate to the expense ratio in the Fund’s financial statements, once available, because the financial statements include the direct operating expenses incurred by the Fund.
12
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1 Year
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3 Years
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5 Years
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10 Years
|
| $ |
$ |
$ |
$ |
The Fund is a “fund of funds” that seeks to achieve its investment objective principally through investments in unaffiliated closed-end funds that are registered under the
Investment Company Act of 1940, as amended (the “1940 Act”). The closed-end funds in the Fund’s portfolio invest primarily in bonds, trade at substantial discounts relative to their underlying net asset values (“NAVs”) and pay regular periodic cash
distributions. The Advisor believes this approach is capable of generating high total return and attractive income relative to many other fixed income investments.
As a matter of investment policy, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus any borrowing for investment purposes, in discounted
closed-end funds that primarily invest in bonds. For purposes of this policy, a closed-end fund is considered discounted when, in the Advisor's determination, the closed-end fund’s market value is less than the value of its underlying portfolio,
and a closed-end fund is considered to invest primarily in bonds when, under normal circumstances, at least 80% of its net assets, plus any borrowing for investment purposes, are invested in bonds. This policy may be changed without shareholder
approval upon 60-days' prior notice to shareholders.
Grounded in academic research, the Advisor firmly believes the closed-end fund market is highly inefficient. It is the Advisor’s conviction that closed-end fund discounts
display strong (and highly predictable) mean reverting tendencies (the discounts fluctuate around a long-term average discount), and it employs an investment strategy that seeks to take advantage of this concept as it relates to the bond markets
specifically. In evaluating bond closed-end funds for the portfolio, the Advisor utilizes a proprietary research process that attempts to forecast whether the market discount on a bond closed-end fund will increase or decrease in the future. The
process is highly quantitative and model inputs include information about the bond closed-end fund’s discount (absolute, relative, quintile, patterns, and volatility), yield, distribution history, management team, expenses, underlying portfolio
investments, balance sheets, liquidity, activist involvement, and historical pricing. The Advisor then builds a portfolio of bond closed-end funds that, in its opinion, are the most attractively discounted and most likely to see their discounts
close (narrow) in the future. An analysis based on the same process determines when a bond closed-end fund should be sold. The Advisor determines to sell a closed-end fund when, in its opinion, it becomes less attractively discounted and less
likely to see its discount close (narrow) in the future.
13
The Advisor’s investment strategy seeks to capture total return potential from the following sources:
|
1.
|
NAV Movement and Base Income (Traditional) – investors can benefit when the underlying portfolio of a closed-end fund appreciates in value, and any cash
distributions paid out add to total return.
|
|
2.
|
Closed-End Fund Discount Movement (Enhanced) – unique to closed-end funds, investors benefit when a closed-end fund’s discount closes relative to its net asset
value, creating capital appreciation potential.
|
|
3.
|
Excess Income Due to Discount (Enhanced) – regardless of discount level, closed-end funds pay out distributions at-NAV, so discounts amplify the income level you
receive.
|
The Advisor intends to construct a diversified portfolio that generates regular income. Under normal market conditions, the Fund's portfolio will hold Shares of approximately
30 to 90 closed-end funds, along with cash, cash equivalents, and other types of securities in which the Fund may make limited investments. Each closed-end fund will hold primarily bonds. The bonds held by the closed-end funds may be below
investment grade (also known as “junk” bonds) but will typically be rated B or higher by Standard & Poor’s Rating Services or the equivalent by Moody’s Investor Service, Inc., or Fitch, Inc. and may be of any maturity or duration. There is no
limit to the amount of the Fund’s assets that may be invested in below investment grade bonds through its investments in closed-end funds. While the Advisor generally expects a majority of the Fund’s assets to be invested in investment grade bonds
(rated BBB or higher by Standard & Poor’s Rating Services or the equivalent by Moody’s Investor Service, Inc., or Fitch, Inc.), when discounts are attractive, up to two-thirds of the portfolio may be invested in below-investment grade bonds
through its investments in closed-end funds. In addition, the closed-end funds will invest in loans, preferred securities, convertible securities, foreign income securities, and derivative instruments for both investment and hedging purposes, and
will utilize leverage to acquire their underlying portfolio investments.
The Fund's direct investments will be exclusively in US-traded and US-registered securities; however, the closed-end funds will own foreign-registered and foreign-traded
securities.
Under normal circumstances, the Fund may hold up to 20% of its net assets in cash or cash equivalents. Cash equivalents, which can include money market funds, are instruments
or investments of such high liquidity and safety that they are considered almost as safe as cash. Based upon the Advisor's view of available investment opportunities, as well as for cash management purposes, the Fund's portfolio will include cash
and cash equivalents that provide a temporary pool of liquidity for future investments, redemptions, and other Fund expenses. The Fund actively trades its portfolio investments, which may lead to higher transaction costs that may affect the Fund’s
performance.
To take advantage of opportunities to invest, the Fund may borrow money for investment purposes (leverage). Any borrowing by the Fund will be subject to the limitations set
forth in Act, and relevant interpretive positions of the staff of the U.S. Securities and Exchange Commission (the “SEC”), which presently allows the Fund to borrow (including pledging, mortgaging, or hypothecating assets) in an amount up to
one-third of its total assets, which include assets purchased with borrowed money.
14
PRINCIPAL RISKS OF INVESTING IN THE FUND
15
16
17
18
19
Institutional Class Shares
Calendar Year Returns
During the periods shown in the bar chart above, the Fund’s highest quarterly return was 11.41 % (quarter ended December 31, 2020 ) and the Fund’s lowest quarterly return was
-9.90 % (quarter ended June 30, 2022 ). The Fund’s year-to-date return as of June 30, 2024 , was 7.22 %.
-
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(returns with maximum sales charge) |
Past 1
Year |
Since
Inception* |
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Institutional Class Shares
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||
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Before taxes
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|
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After taxes on distributions
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|
|
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After taxes on distributions and sale of Shares
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Bloomberg U.S. Aggregate Total Return Index
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-
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Bloomberg VLI High Yield Index
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FT Taxable Fixed Income CEF Index
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*The Institutional Class Shares commenced operations on April 30, 2020 .
20
MANAGEMENT OF THE FUND
Investment Advisor. The Fund’s investment advisor is Deschutes Portfolio Strategy, LLC, dba Matisse Capital.
Portfolio Managers. The Fund’s portfolio is managed on a day-to-day basis by Bryn Torkelson and Eric
Boughton, CFA, who have served as portfolio managers of the Fund since its inception in April 2020. Mr. Torkelson is the founder and Chief Investment Officer of the Advisor. Mr. Boughton serves as a Portfolio Manager and Analyst of the Advisor.
For more information about Purchase and Sale of Shares, Tax Information, and Financial Intermediary Compensation, please turn to page 22 of the Prospectus.
21
The minimum initial investment is $1,000 and the minimum subsequent investment is $100. The minimums may be waived or reduced in some cases.
Shares are available for purchase and are redeemable on any business day through your broker-dealer and directly from the Funds by mail, facsimile, telephone, and bank wire.
Purchase and redemption orders by mail should be sent to the Matisse Funds, c/o Nottingham Shareholder Services, Post Office Box 4365, Rocky Mount, North Carolina 27803-0365. Purchase or redemption orders by facsimile should be transmitted to
919-882-9281. Please call the Funds at 1-800-773-3863 to conduct telephone transactions or to receive wire instructions for bank wire orders. Investors who wish to redeem Shares through a broker-dealer should contact the broker-dealer directly.
Fund distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax deferred arrangement, such as a 401(k) plan or an
individual retirement account (IRA). Distributions on investments made through tax deferred arrangements will generally be taxed later upon withdrawal of assets from those accounts.
If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank), the Funds, and their related companies, may pay the intermediary for the sale
of Shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Funds over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
22
OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES, AND RISKS
The investment objective for each Fund is listed in the table below. These investment objectives are not fundamental policies and can be changed without shareholder approval
by a vote of the Board. Shareholders will receive 60 days’ prior written notice before a change to an investment objective takes place. There is no guarantee that the Funds will achieve its investment objective.
The Matisse Discounted Closed-End Fund Strategy’s investment policy to invest, under normal circumstances, at least 80% of net assets, plus borrowings for investment purposes,
in discounted closed-end funds may be changed without shareholder approval upon 60-days’ prior notice to shareholders. The Matisse Discounted Bond CEF Strategy’s investment policy to invest, under normal circumstances, at least 80% of net assets,
plus borrowings for investment purposes, in discounted unaffiliated closed-end funds that primarily invest in bonds may be changed without shareholder approval upon 60-days’ prior notice to shareholders,
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Fund
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Investment Objective
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Matisse Discounted Closed-End Fund Strategy
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Long-term capital appreciation and income.
|
|
Matisse Discounted Bond CEF Strategy
|
Total return with an emphasis on providing current income.
|
The Fund is a “fund of funds” that seeks to achieve its investment objectives principally through investments in unaffiliated closed-end funds that typically trade at
substantial discounts relative to their underlying net asset values and pay regular periodic cash distributions. The closed-end funds in the Fund’s portfolio can invest in a variety of asset classes, including both equity and fixed income
securities. The Advisor believes this approach is capable of generating long-term capital appreciation and income, and typically results in a balanced Fund portfolio.
As a matter of investment policy, the Fund will invest, under normal circumstances, at least 80% of net assets, plus borrowings for investment purposes, in discounted
closed-end funds. For purposes of this policy, a closed-end fund is considered discounted when, in the Advisor’s determination, the fund’s market value is less than the value of its underlying portfolio. In addition, the closed-end funds may be
domestic or foreign for purposes of this policy.
23
Grounded in academic research, the Advisor firmly believes the closed-end fund market is highly inefficient. It is the Advisor’s conviction that closed-end fund discounts
display strong (and highly predictable) mean reverting tendencies (the discounts fluctuate around a long-term average discount), and it employs an investment strategy that seeks to take advantage of this concept. In evaluating closed-end funds for
the portfolio, the Advisor utilizes a proprietary research process that attempts to forecast whether the market discount on a closed-end fund will increase or decrease in the future. The process is highly quantitative, and model inputs include
information about the closed-end fund’s discount (absolute, relative, quintile, patterns, and volatility), yield, distribution history, management team, expenses, underlying portfolio investments, balance sheets, liquidity, activist involvement,
and historical pricing. The Advisor then builds a portfolio of closed-end funds that, in its opinion, are the most attractively discounted and most likely to see their discounts close (narrow) in the future. An analysis based on the same process
determines when a closed-end fund should be sold. The Advisor determines to sell a closed-end fund when, in its opinion, it becomes less attractively discounted and less likely to see its discount close (narrow) in the future.
The Advisor’s investment strategy seeks to capture total return potential from the following sources:
|
1.
|
NAV Movement and Base Income (Traditional) – investors can benefit when the underlying portfolio of a closed-end fund appreciates in value, and any cash
distributions paid out add to total return.
|
|
2.
|
Closed-End Fund Discount Movement (Enhanced) – unique to closed-end funds, investors benefit when a closed-end fund’s discount closes relative to its net asset
value, creating capital appreciation potential.
|
|
3.
|
Excess Income Due to Discount (Enhanced) – regardless of discount level, closed-end funds pay out distributions at-NAV, so discounts amplify the income level one
receives.
|
Closed-end funds are investment companies that, unlike an open-end mutual fund, do not typically issue redeemable shares. Instead, a fixed number of shares trade on a
secondary market, such as the New York Stock Exchange or the NASDAQ Stock Market. The shares of closed-end funds frequently trade at either a premium or discount relative to their underlying net asset values. The Fund will invest in closed-end
funds that are trading at substantial discounts relative to the underlying net asset values and that the Advisor feels are best positioned to narrow the spread between the underlying net asset value of the fund and the share price. A closed-end
fund is considered to be trading at a substantial discount when, in the Advisor’s determination, the fund’s market value is significantly less than the value of its underlying portfolio. The Advisor believes that these investments will allow the
Fund to profit from the capital appreciation achieved when such spreads decrease and the market prices of the shares move closer to the net asset values, as well as from the capital appreciation achieved when general market conditions increase
share prices, and the income generated from closed-end fund distributions.
The Advisor intends to construct a diversified portfolio that generates regular cash income. Under normal market conditions, the Fund’s portfolio will hold Shares of
approximately 30 to 90 unaffiliated closed-end funds, along with cash, cash equivalents, and other types of securities in which the Fund may make limited investments. The closed-end funds in which the Fund invests may hold either equity securities
or fixed income securities. In addition, the closed-end funds may invest in foreign securities and American Depository Receipts (ADRs); may invest in derivative instruments; and may utilize leverage to acquire their underlying portfolio
investments.
24
The Fund’s direct investments may be in both domestic and foreign securities. (The Advisor deems a security to be foreign if a U.S. market is not the principal trading
market.) Foreign securities held by the Fund will principally be closed-end funds listed and traded in Canada and the United Kingdom. Such investments will be selected for investment and sold using the same proprietary research process for
domestic closed-end funds, although with adjustments for local practices and regulations. Investments in foreign securities may be made directly in foreign markets, including emerging markets, as well as indirectly through other investment
companies and ADRs. To the extent the Fund invests in ADRs, it may invest in ADRs sponsored by the issuers of the underlying securities or ADRs organized independently of the issuers.
Based upon the Advisor’s view of available investment opportunities, as well as for cash management purposes, the Fund’s portfolio will also include cash and cash equivalents
that provide a temporary pool of liquidity for future investments, redemptions, and other Fund expenses. Under normal circumstances, the Fund may hold up to 20% of net assets, plus borrowings for investment purposes, in cash and cash equivalents.
This portion of the Fund’s portfolio will principally be invested in money market mutual funds.
To take advantage of opportunities to invest, the Fund may borrow money for investment purposes (leverage). Any borrowing by the Fund will be subject to the limitations set
forth in the 1940 Act and relevant interpretive positions of the staff of the SEC, which presently allow the Fund to borrow (including pledging, mortgaging or hypothecating assets) in an amount up to one-third of its total assets, which include
assets purchased with borrowed money.
The Fund’s principal investment strategies are discussed in the “Summary” section. The Fund’s principal investment strategies may be changed by the Fund’s Board without
shareholder approval unless otherwise noted in this prospectus or the Fund’s Statement of Additional Information.
The Fund is a “fund of funds” that seeks to achieve its investment objective principally through investments in unaffiliated closed-end funds that are registered under the
1940 Act. The closed-end funds in the Fund’s portfolio invest primarily in bonds, trade at substantial discounts relative to their underlying NAVs and pay regular periodic cash distributions. The Advisor believes this approach is capable of
generating high total return and attractive income relative to many other fixed income investments.
As a matter of investment policy, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus any borrowing for investment purposes, in discounted
closed-end funds that primarily invest in bonds. For purposes of this policy, a closed-end fund is considered discounted when, in the Advisor’s determination, the closed-end fund’s market value is less than the value of its underlying portfolio,
and a closed-end fund is considered to invest primarily in bonds when, under normal circumstances, at least 80% of its net assets, plus any borrowing for investment purposes, are invested in bonds. This policy may be changed without shareholder
approval upon 60-days’ prior notice to shareholders.
25
Grounded in academic research, the Advisor firmly believes the closed-end fund market is highly inefficient. It is the Advisor’s conviction that closed-end fund discounts
display strong (and highly predictable) mean reverting tendencies (the discounts fluctuate around a long-term average discount), and it employs an investment strategy that seeks to take advantage of this concept as it relates to the bond markets
specifically. In evaluating bond closed-end funds for the portfolio, the Advisor utilizes a proprietary research process that attempts to forecast whether the market discount on a bond closed-end fund will increase or decrease in the future. The
process is highly quantitative and model inputs include information about the bond closed-end fund’s discount (absolute, relative, quintile, patterns, and volatility), yield, distribution history, management team, expenses, underlying portfolio
investments, balance sheets, liquidity, activist involvement, and historical pricing. The Advisor then builds a portfolio of bond closed-end funds that, in its opinion, are the most attractively discounted and most likely to see their discounts
close (narrow) in the future. An analysis based on the same process determines when a bond closed-end fund should be sold. The Advisor determines to sell a closed-end fund when, in its opinion, it becomes less attractively discounted and less
likely to see its discount close (narrow) in the future.
The Advisor’s investment strategy seeks to capture total return potential from the following sources:
|
1.
|
NAV Movement and Base Income (Traditional) – investors can benefit when the underlying portfolio of a closed-end fund appreciates in value, and any cash
distributions paid out add to total return.
|
|
2.
|
Closed-End Fund Discount Movement (Enhanced) – unique to closed-end funds, investors benefit when a closed-end fund’s discount closes relative to its net asset
value, creating capital appreciation potential.
|
|
3.
|
Excess Income Due to Discount (Enhanced) – regardless of discount level, closed-end funds pay out distributions at-NAV, so discounts amplify the income level you
receive.
|
Closed-end funds are investment companies that, unlike an open-end mutual fund, do not typically issue redeemable shares. Instead, a fixed number of shares trade on a
secondary market, such as the New York Stock Exchange or the NASDAQ Stock Market. The shares of closed-end funds frequently trade at either a premium or discount relative to their underlying NAVs. The Advisor believes that these investments will
allow the Fund to profit from the capital appreciation achieved when such spreads decrease and the market prices of the shares move closer to the such fund’s NAVs, as well as from the capital appreciation achieved when general market conditions
increase share prices, and from the income generated from closed-end fund distributions.
26
The Advisor intends to construct a diversified portfolio that generates regular income. Under normal market conditions, the Fund’s portfolio will hold Shares of approximately
30 to 90 closed-end funds, along with cash, cash equivalents, and other types of securities in which the Fund may make limited investments. Each closed-end fund will hold primarily bonds. The bonds held by the closed-end funds may be below
investment grade (also known as “junk” bonds) but will typically be rated B or higher by Standard & Poor’s Rating Services or the equivalent by Moody’s Investor Service, Inc., or Fitch, Inc., and may be of any maturity or duration. There is no
limit to the amount of the Fund’s assets that may be invested in below investment grade bonds through its investments in closed-end funds. While the Advisor generally expects a majority of the Fund’s assets to be invested in investment grade bonds
(rated BBB or higher by Standard & Poor’s Rating Services or the equivalent by Moody’s Investor Service, Inc., or Fitch, Inc.), when discounts are attractive, up to two-thirds of the portfolio may be invested in below-investment grade bonds
through its investments in closed-end funds. In addition, the closed-end funds will invest in loans, equity securities (preferred and convertible securities), fixed-income securities, foreign income securities, and derivative instruments for both
investment and hedging purposes, and will utilize leverage to acquire their underlying portfolio investments.
The Fund’s direct investments will be exclusively in U.S.-traded and U.S.-registered securities; however, the closed-end funds will own foreign-registered and foreign-traded
securities.
Under normal circumstances, the Fund may hold up to 20% of its net assets in cash or cash equivalents. Cash equivalents, which can include money market funds, are instruments
or investments of such high liquidity and safety that they are considered almost as safe as cash. Based upon the Advisor’s view of available investment opportunities, as well as for cash management purposes, the Fund’s portfolio will include cash
and cash equivalents that provide a temporary pool of liquidity for future investments, redemptions, and other Fund expenses. The Fund actively trades its portfolio investments, which may lead to higher transaction costs that may affect the Fund’s
performance.
To take advantage of opportunities to invest, the Fund may borrow money for investment purposes (leverage). Any borrowing by the Fund will be subject to the limitations set
forth in Act, and relevant interpretive positions of the staff of the SEC, which presently allows the Fund to borrow (including pledging, mortgaging, or hypothecating assets) in an amount up to one-third of its total assets, which include assets
purchased with borrowed money.
The loss of your money is a principal risk of investing in the Funds. Investments in the Funds are subject to investment risks, including the possible loss of some or the
entire principal amount invested. There can be no assurance that the Funds will be successful in meeting its investment objective. Generally, the Funds will be subject to the following principal risks:
27
|
Matisse Discounted Closed-End
Fund Strategy
|
Matisse Discounted
Bond CEF Strategy
|
|
|
Closed-End Fund Risk
|
X
|
X
|
|
Control of Closed-End Funds Risk
|
X
|
X
|
|
Convertible Securities Risk
|
X
|
|
|
Credit Risk
|
X
|
|
|
Cybersecurity Risk
|
X
|
X
|
|
Derivatives Risk
|
X
|
|
|
Equity Securities Risk
|
X
|
X
|
|
Fixed Income Securities Risk
|
X
|
X
|
|
Foreign Securities Risk
|
X
|
X
|
|
Fund of Funds Risk
|
X
|
X
|
|
General Investment Risks
|
X
|
X
|
|
Interest Rate Risk
|
X
|
|
|
Investment Risk
|
X
|
X
|
|
Investment Advisor Risk
|
X
|
X
|
|
Junk Bond Risk
|
X
|
|
|
Leverage Risk
|
X
|
X
|
|
Loans Risk
|
X
|
X
|
|
Management Style Risk
|
X
|
X
|
|
Market Risk
|
X
|
X
|
|
Money Market Mutual Fund Risk
|
X
|
X
|
|
Prepayment Risk
|
X
|
|
|
Quantitative Model Risk
|
X
|
X
|
28
Closed-End Fund Risk. Closed-end funds involve investment risks different from those associated with
other investment companies. First, the shares of closed-end funds frequently trade at a premium or discount relative to their net asset value. When the Fund purchases shares of a closed-end fund at a discount to its net asset value, there can be
no assurance that the discount will decrease, and it is possible that the discount may increase and affect whether the Fund will a realize gain or loss on the investment. Second, many closed-end funds use leverage, or borrowed money, to try to
increase returns. Leverage is a speculative technique and its use by a closed-end fund entails greater risk and leads to a more volatile share price. If a close-end fund uses leverage, increases and decreases in the value of its share price will
be magnified. The closed-end fund will also have to pay interest or dividends on its leverage, reducing the closed-end fund's return. Third, many closed-end funds have a policy of distributing a fixed percentage of net assets regardless of the
fund’s actual interest income and capital gains. Consequently, distributions by a closed-end fund may include a return of capital, which would reduce the fund’s net asset value and its earnings capacity. Finally, closed-end funds are allowed to
invest in a greater amount of illiquid securities than open-end mutual funds. Investments in illiquid securities pose risks related to uncertainty in valuations, volatile market prices, and limitations on resale that may have an adverse effect on
the ability of the fund to dispose of the securities promptly or at reasonable prices.
Control of Closed-End Funds Risk. Although the Fund and the Advisor will evaluate regularly each closed-end fund in
which the Fund invests to determine whether its investment program is consistent with the Fund’s investment objective, the Advisor will not have any control over the investments made by a closed-end fund. The investment advisor to each closed-end
fund may change aspects of its investment strategies at any time. The Advisor will not have the ability to control or otherwise influence the composition of the investment portfolio of a closed-end fund.
Convertible Securities Risk. Convertible securities subject the Fund to the risks associated with both fixed-income
securities and equity securities. The risks of fixed income securities and equity securities are described below. If a convertible security’s investment value is greater than its conversion value, its price will likely increase when interest rates
fall and decrease when interest rates rise. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.
Credit Risk. Credit risk is the possibility that an issuer may default on a security by failing to pay interest or
principal when due. If an issuer defaults, a closed-end fund will lose money. Many fixed income securities receive credit ratings from NRSROs, which assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings
correspond to higher credit risk. Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable
maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered or the security is
perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
29
Cybersecurity Risk. As part of its business, the Advisor processes, stores, and transmits large amounts of electronic information,
including information relating to the transactions of the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity risk. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally,
denial of service attacks on websites, the unauthorized release of confidential information and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund or its advisor, custodians, fund accountant, fund
administrator, transfer agent, pricing vendors and/or other third-party service providers may adversely impact the Fund and its shareholders. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the
Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and/or additional compliance costs. The Fund also may incur substantial costs for cybersecurity risk management in order to guard against any cyber incidents in the future. The Fund and its shareholders
could be negatively impacted as a result.
Derivatives Risk. The closed-end funds held by the Fund may use derivative instruments, which derive their value from the value of an
underlying security, currency, or index. The closed-end fund’s use of derivatives may involve risks different from, or greater than, the risks associated with investing in more traditional investments, such as stocks and bonds. Derivatives can be
highly complex and may perform in ways unanticipated by the closed-end fund’s investment advisor and may not be available at the time or price desired. The closed-end funds’ use of derivatives involves the risk that the other party to the
derivative contract will fail to make required payments or otherwise to comply with the terms of the contract. In the event the counterparty to a derivative instrument becomes insolvent, the closed-end fund potentially could lose all or a large
portion of its investment in the derivative instrument. Derivatives transactions can create investment leverage and may be highly volatile, and the closed-end fund could lose more than the amount it invests. In addition, derivatives transactions
can increase the closed-end fund’s transaction costs. Derivatives may be difficult to value and highly illiquid, and the closed-end fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price.
Derivative positions may also be improperly executed or constructed. Use of derivatives may affect the amount the timing and the character of distributions to shareholders and, therefore, may increase the amount of taxes payable by shareholders.
When a closed-end fund enters into a derivatives transaction as a substitute for or alternative to a direct cash investment, the closed-end fund is exposed to the risk that
the derivative transaction may not provide a return that corresponds precisely or at all with that of the underlying investment.
The regulation of the derivatives markets has increased over the past several years and additional future regulation of the derivatives markets may make derivatives more
costly, may limit the availability or liquidity of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse developments could impair the effectiveness of a closed-end fund’s derivatives transactions
and cause a closed-end fund to lose value. For instance, in December 2015, the SEC proposed a new rule that would change the regulation of the use of derivatives by registered investment companies. If adopted as proposed, these regulations could
significantly limit or impact a closed-end fund’s ability to invest in derivatives and other instruments, limit a closed-end fund’s ability to employ certain strategies that use derivatives, and adversely affect a closed-end fund’s performance,
efficiency in implementing its strategy, liquidity and ability to pursue its investment objective.
30
Equity Securities Risk. Fluctuations in the value of equity securities will cause the NAV of the Fund to fluctuate. Equity securities
may decline in price if the issuer fails to make anticipated dividend payments. Common stock is subject to greater dividend risk than preferred stocks or debt instruments of the same issuer. In addition, equity securities have experienced
significantly more volatility in returns than other asset classes.
o Preferred Stock Risks. Generally, preferred stockholders have no voting rights with respect to the issuing company unless certain events occur.
In addition, preferred stock will be subject to greater credit risk than debt instruments of an issuer and could be subject to interest rate risk like fixed income securities, as described below. An issuer’s board of directors is generally not
under any obligation to pay a dividend (even if dividends have accrued) and may suspend payment of dividends on preferred stock at any time. There is also a risk that the issuer will default and fail to make scheduled dividend payments on the
preferred stock held by the closed-end funds.
Fixed-Income Securities Risk. Fixed income risk factors include credit risk (the debtor may default) and prepayment risk (the debtor
may pay its obligation early or later than expected, potentially reducing the amount of interest payments or extending time to principal repayment). These risks could affect the value of a particular investment possibly causing the Fund's share
price and total return to be reduced and fluctuate more than other types of investments. When the closed-end fund invests in fixed income securities the value of your investment in the Fund will fluctuate with changes in interest rates.
Typically, a rise in interest rates causes a decline in the value of fixed income securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than
shorter-term securities. If the U.S. Federal Reserve’s Federal Open Market Committee raises the federal funds interest rate target, interest rates across the U.S. financial system may rise. However, the magnitude of rate changes across maturities
and borrower sectors is uncertain. Rising rates may decrease liquidity and increase volatility, which may make portfolio management more difficult and costly to the Fund and its shareholders. Additionally, default risk increases if issuers must
borrow at higher rates. Generally, these changing market conditions may cause the Fund’s share price to fluctuate or decline more than other types of investments.
Foreign Securities Risk. The Fund may invest in foreign securities. Foreign securities involve investment risks different from those
associated with domestic securities. Changes in foreign economies and political climates are more likely to affect the Fund than investments in domestic securities. The value of foreign currency denominated securities or foreign currency
contracts is affected by the value of the local currency relative to the U.S. dollar. There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers
of foreign currency denominated securities. The value of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental administration or
economic or monetary policy (in this country or abroad), or changed circumstances in dealings between nations. In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are generally higher than
in the United States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual
obligations.
31
|
o
|
ADR Risk. ADRs may be subject to some of the same risks as direct investments in foreign companies, which includes international trade, currency, political,
regulator, and diplomatic risks. In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay some or all of the depository’s transaction fees. Under an unsponsored ADR arrangement, the foreign issuer assumes no
obligations and the depository’s transaction fees are paid directly by the ADR holders. Because unsponsored ADR arrangements are organized independently and without the cooperation of the issuer of the underlying securities, available
information concerning the foreign issuer may not be as current as for sponsored ADRs and voting rights with respect to the deposited securities are not passed through.
|
Fund of Funds Risk. The Fund is a “fund of funds.” The term “fund of funds” is typically used to describe investment companies, such
as the Fund, whose principal investment strategy involves investing in other investment companies, including closed-end funds and money market mutual funds. Investments in other funds subject the Fund to additional operating and management fees
and expenses. For instance, investors in the Fund will indirectly bear fees and expenses charged by the funds in which the Fund invests, in addition to the Fund’s direct fees and expenses. The Fund’s performance
depends in part upon the performance of the funds’ investment advisor, the strategies and instruments used by the funds, and the Advisor's ability to select funds and effectively allocate Fund assets among them.
General Investment Risks. All investments in securities and other financial instruments involve a risk of financial loss. No
assurance can be given that the Fund's investment program will be successful. Investors should carefully review the descriptions of the Fund's investments and their risks described in this prospectus and the Fund’s Statement of Additional
Information.
Interest Rate Risk. Interest rate risk is the risk that fixed income prices overall will decline over short or even long periods of
time due to rising interest rates. Securities with longer maturities and durations tend to be more sensitive to interest rates than securities with shorter maturities and durations. For example, (a) if interest rates go up by 1.0%, the price of a
4% coupon bond will decrease by approximately 1.0% for a bond with 1 year to maturity and approximately 4.4% for a bond with 5 years to maturity and (b) the price of a portfolio with a duration of 5 years would be expected to fall approximately
5.0% if interest rates rose by 1.0% and a portfolio with a duration of 2 years would be expected to fall approximately 2.0% if interest rates rose by 1.0%.
Investment Risk. The value of the Fund’s investments, like other market investments, may move up or down, sometimes rapidly and
unpredictably. All investments involve risks, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s investment objectives will be achieved.
32
Various sectors of the global financial markets have been experiencing an extended period of adverse conditions. Market uncertainty has increased dramatically, particularly in
the United States and Europe, and adverse market conditions have expanded to other markets. These conditions have resulted in disruption of markets, periods of reduced liquidity, greater volatility, general volatility of spreads, an acute
contraction in the availability of credit and a lack of price transparency. These volatile and often difficult global market conditions have episodically adversely affected the market values of many securities, and this volatility may continue, and
conditions could even deteriorate further. Some of the largest banks and companies across many sectors of the economy in the United States and Europe have declared bankruptcy, entered into insolvency, administration or similar proceedings, been
nationalized by government authorities, and/or agreed to merge with or be acquired by other banks or companies that had been considered their peers. The long-term impact of these events is uncertain but could continue to have a material effect on
general economic conditions, consumer and business confidence, and market liquidity.
Major public health issues, such as COVID-19, have at times, and may in the future impact the Fund. The COVID-19 pandemic caused substantial market volatility and global
business disruption and impacted the global economy in significant and unforeseen ways. Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases or the threat thereof, and the resulting
financial and economic market uncertainty, could have a material adverse impact on the Fund or its investments. Moreover, changes in interest rates, travel advisories, quarantines and restrictions, disrupted supply chains and industries, impact on
labor markets, reduced liquidity or a slowdown in U.S. or global economic conditions resulting from a future public health crisis may also adversely affect the Fund or its investments. COVID-19, or any other health crisis and the current or any
resulting financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to the Fund’s NAV, performance, financial condition, results of operations, ability to pay
distributions, make share repurchases and portfolio liquidity, among other factors.
Economic problems in a single country are increasingly affecting other markets and economies, and a continuation of this trend could adversely affect global economic
conditions and world markets. Uncertainty and volatility in the financial markets and political systems of the U.S. or any other country, including volatility as a result of the ongoing conflicts between Russia and Ukraine and Israel and Hamas
and the rapidly evolving measures in response, may have adverse spill-over effects into the global financial markets generally.
Investment Advisor Risk. The Advisor’s ability to choose suitable investments has a significant impact on the ability of the Fund to
achieve its investment objectives.
Junk Bond Risk. Lower-quality bonds, known as "high yield" or "junk" bonds, present a significant risk for loss of principal and
interest. These bonds offer the potential for higher return, but also involve greater risk than bonds of higher quality, including an increased possibility that the bond's issuer, obligor, or guarantor may not be able to make its payments of
interest and principal (credit quality risk). If that happens, the value of the bond may decrease, the Fund's share price may decrease, and its income distribution may be reduced. An economic downturn or period of rising interest rates (interest
rate risk) could adversely affect the market for these bonds and reduce a closed-end fund’s ability to sell its bonds (liquidity risk). The lack of a liquid market for these bonds could decrease the Fund's share price.
33
Leverage Risk. The Fund may leverage or borrow money from banks to buy securities and pledge its assets in connection with the
borrowing. Use of leverage tends to magnify increases and decreases in the Fund’s returns and leads to a more volatile share price. The Fund will also incur borrowing
costs in connection with its use of leverage. If the interest expense of the borrowing is greater than the return on the securities bought, the use of leverage will decrease the return to shareholders in the Fund. Leveraging by both the Fund and
the underlying closed-end funds, which often employ leverage, will expose the Fund to a relatively high level of leverage risk. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.
Loans Risk. Investments in loans may subject the Fund to heightened credit risks because loans
may be highly leveraged and susceptible to the risks of interest deferral, default and/or bankruptcy. An economic downturn would generally lead to a higher non-payment rate, and a loan may lose significant market value before a default occurs.
Moreover, any specific collateral used to secure a collateralized loan may decline in value or become illiquid, which would adversely affect the loan’s value. Unlike the securities markets, there is no central clearinghouse for loan trades and the
loan market has not established enforceable settlement standards or remedies for failure to settle. Therefore, portfolio transactions in loans may have uncertain settlement time periods.
Management Style Risk. Different types of securities tend to shift into and out of favor with investors depending on market and
economic conditions. The returns from the types of investments purchased by the Fund (e.g., closed-end funds which pay regular periodic cash distributions) may at times be better or worse than the returns from other types of funds. Each type of
investment tends to go through cycles of performing better or worse than the market in general. The performance of the Fund may thus be better or worse than the performance of funds that focus on other types of investments, or that have a broader
investment style.
Market Risk. Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily
fluctuations in the market. Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general. The price of a security may even be affected
by factors unrelated to the value or condition of its issuer, such as changes in interest rates, economic and political conditions, and general market conditions. The Fund’s performance per share will change daily in response to such factors.
Money Market Mutual Fund Risk. The Fund may invest in money market mutual funds in order to manage its cash component. An investment
in a money market mutual fund is not insured or guaranteed by a Federal Deposit Insurance Corporation or any other government agency. Although such funds seek to preserve the value of the Fund’s investment at $1.00 per share, it is possible to lose
money by investing in a money market mutual fund.
Prepayment Risk. Prepayment risk occurs when the issuer of a security can repay principal prior to the security’s maturity. This is
more likely to occur when interest rates fall. Prepayment may shorten the effective maturities of these securities, reducing their yield and market value. The prepayment of principal can adversely affect the return of the closed-end fund since it
may have to reinvest the proceeds in securities that pay a lower interest rate.
34
Quantitative Model Risk. Securities or other investments selected using quantitative methods may perform differently from the market
as a whole. There can be no assurance that these methodologies will enable the Fund to achieve its objective.
MATISSE DISCOUNTED BOND CEF STRATEGY
An investment in the Fund should not be considered a complete investment program. Whether the Fund is an appropriate investment for an investor will depend largely on his or
her financial resources and individual investment goals and objectives. Investors who engage in short-term trading or other speculative strategies and styles will not find the Fund to be an appropriate investment vehicle if they want to invest in
the Fund for a short period of time.
U.S. Government Securities. Closed-end funds owned by the Fund may invest in U.S. Government securities, defined to be (i) U.S.
Treasury notes, U.S. Treasury bonds, U.S. Treasury bills, and other U.S. Government obligations; (ii) obligations of the Government National Mortgage Association (GNMA) and other U.S. Government sponsored entities that are guaranteed by the U.S.
Government; and (iii) obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Housing Administration (FHA), Federal Farm Credit Bank (FFCB), Federal Home Loan Bank (FHLB), Student
Loan Marketing Association (SLMA), The Tennessee Valley Authority (TVA) and other U.S. Government authorities, agencies, and instrumentalities. While obligations of some U.S. Government sponsored entities are supported by the full faith and credit
of the U.S. Government (e.g. GNMA), others are not. No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies or instrumentalities in the future since it is not obligated to do so by law. The
guarantee of the U.S. Government does not extend to the yield or value of the Shares.
Debentures. A debenture is long-term, unsecured debt instrument backed only by the integrity of the borrower, not by collateral, and
documented by an indenture. Governments often issue debentures, in part because they generally cannot guarantee debt with assets (government assets are public property). The primary risk with this type of investment is that the issuer will
default or go into bankruptcy. As an unsecured creditor, in the event of default or bankruptcy, the holder of a debenture does not have a claim against any specific assets of the issuing firm, so the investor will only be paid from the issuer's
assets after the secured creditors have been paid. A closed-end fund owned by the Fund may invest in all types of debentures, including corporate and government debentures.
A full description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ Statement of Addition
Information.
35
The Funds may, from time to time, take temporary defensive positions that are inconsistent with the Funds’ principal investment strategies in an attempt to respond to adverse
market, economic, political, or other conditions. During such an unusual set of circumstances, the Funds may hold up to 100% of its portfolio in cash or cash equivalent positions. When the Funds take a temporary defensive position, the Funds may
not be able to achieve their investment objectives.
The Funds’ investment advisor is Deschutes Portfolio Strategy, LLC, dba Matisse Capital, located at 15350 SW
Sequoia Parkway, Suite 260, Portland, Oregon 97224. In addition to the Funds and another series of the Trust, the Advisor also provides investment advice to individuals through managed accounts, as well as corporate retirement plans, endowments,
foundations and family offices. As of March 31, 2024, the Advisor had approximately
$1.5 billion in assets under management. Pursuant to the investment advisory agreements with the Trust, the Advisor provides guidance and policy direction in connection with its daily management of the Funds’ assets. The Advisor is also responsible for the selection of broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees, and the provision of certain executive personnel to the Funds.
$1.5 billion in assets under management. Pursuant to the investment advisory agreements with the Trust, the Advisor provides guidance and policy direction in connection with its daily management of the Funds’ assets. The Advisor is also responsible for the selection of broker-dealers for executing portfolio transactions, subject to the brokerage policies established by the Trustees, and the provision of certain executive personnel to the Funds.
Advisor Compensation. As full compensation for the investment advisory services provided to each Fund, the Advisor receives monthly
compensation based on the Fund’s average daily net assets at the annual rates set forth below.
|
Fund
|
Management
Fee |
|
Matisse Discounted Closed-End Fund Strategy
|
0.95%
|
|
Matisse Discounted Bond CEF Strategy
|
0.65%
|
Until August 1, 2024, as full compensation for the investment advisory services provided to each Fund, the Advisor received monthly
compensation based on the Fund’s average daily net assets at the annual rates set forth below. For the fiscal year ended March 31, 2024, the Advisor earned advisory fees after waivers and reimbursements in the amounts set forth below.
|
Fund
|
Management
Fee |
Net Advisory
Fee |
|
Matisse Discounted Closed-End Fund Strategy
|
0.99%
|
0.63%
|
|
Matisse Discounted Bond CEF Strategy
|
0.70%
|
0.39%
|
36
Expense Limitation Agreement. In the interest of limiting expenses of the Funds, the Advisor previously entered into
an Expense Limitation Agreement with the Trust, pursuant to which the Advisor agreed to waive or limit its management fees and to assume other expenses so that the total annual operating expenses of the Funds (exclusive of (i) any front-end or
contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including, for example,
option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short); (vi) taxes and (vii) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers
and Trustees and contractual indemnification of Fund service providers (other than the Advisor)) were not more than the amounts set forth in the table below of the average daily net assets of the Funds. Net annual operating expenses for the Funds
may have exceed these limits to the extent that it incurred expenses enumerated above as exclusions. The Expense Limitation Agreement runs through July 31, 2024, and may be terminated by the Board at any time. The Advisor does not intend to renew
the Expense Limitation Agreement. The Advisor cannot recoup from the Funds any amounts paid by the Advisor under the Expense Limitation Agreement.
|
Operating Expense Limit
|
|
|
Fund
|
Expense Cap
|
|
Matisse Discounted Closed-End Fund Strategy
|
1.25%
|
|
Matisse Discounted Bond CEF Strategy
|
0.99%
|
Disclosure Regarding Approval of Investment Advisory Contracts. A discussion regarding the Trustees’ basis for
approving the investment advisory contract for the Funds can be found in each Fund’s semi-annual report to shareholders for the period ended September 30, 2023. You may obtain a copy of the annual and semi-annual reports, free of charge, upon
request to the Funds.
Portfolio Managers. Each Fund’s portfolio is
managed on a day-to-day basis by Bryn Torkelson and Eric Boughton, CFA.
Mr. Torkelson is the founder and has been the chief investment officer of the Advisor since 2010. He has been in the investment business since 1981. He began
his career with Smith Barney, and founded the Advisor’s predecessor, Deschutes Investment Advisors, Inc., in 1997, and the Advisor in 2010. Mr. Torkelson received a Bachelor of Science in Finance from the University of Oregon.
Mr. Boughton has served as a portfolio manager and analyst and has been with the Advisor since 2010. He provides analytical investment support to the firm and
direct portfolio management to separately managed accounts. Mr. Boughton received a Bachelor of Science in Mathematics, Applied Analysis, from the University of Houston, College of Natural Science & Mathematics.
The Funds’ Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts managed by each portfolio
manager, and each portfolio manager’s ownership of Shares.
DISTRIBUTOR
Capital Investment Group, Inc. (“Distributor”), is the principal underwriter and distributor of the Shares and serves as the Funds’ exclusive agent for the distribution of the
Shares. The Distributor may sell the Shares to or through qualified securities dealers or others.
37
Determining the Funds’ Net Asset Value. The price at which you purchase or redeem Shares is based on the next calculation of net asset
value (“NAV”) after an order is received by the Funds or their designated agent in good form. An order is considered to be in good form if it includes all necessary information and documentation related to a purchase or redemption request and, if
applicable, payment in full of the purchase amount. A Fund’s NAV per share is calculated by dividing the value of the Fund’s total assets, less liabilities (including Fund expenses, which are accrued daily), by the total number of outstanding
Shares. To the extent that a Fund holds portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when that Fund does not price Shares, the NAV of a Share may change on days when shareholders will not
be able to purchase or redeem the Shares. A Fund’s NAV per share is determined at the close of regular trading on the New York Stock Exchange (“NYSE”) on the days the NYSE is open for trading. This is normally 4:00 p.m. Eastern time. Shares will
not be priced on the days on which the NYSE is closed for trading. In addition, Shares will not be priced on the holidays listed in the SAI. See the section titled “Net Asset Value” in the SAI for more detail.
The pricing and valuation of portfolio securities is determined in good faith by the Board’s Valuation Designee, the Advisor, in accordance with the Funds’ policies and
procedures established by, and under the direction of, the Board. In determining the value of the Funds’ total assets, portfolio securities are generally calculated at market value by quotations from the primary
market in which they are traded. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. The Funds normally use third-party pricing services to obtain
market quotations. Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using the Funds’ normal pricing procedures are valued at
fair value in good faith by either a valuation committee or the Advisor in accordance with procedures established by, and under the supervision of, the Board. Fair value pricing may be used, for
example, in situations where (i) an exchange-traded portfolio security is so thinly traded that there have been no transactions for that security over an extended period of time or the validity of a market quotation received is questionable; (ii)
the exchange on which the portfolio security is principally traded closes early; (iii) private securities; or (iv) trading of the portfolio security is halted during the day and does not resume prior to the Fund’s NAV calculation.
Pursuant to the policies adopted by the Board, the Advisor is responsible for determining if there is a need for fair value pricing. The
Advisor is responsible for notifying the Board (or the Funds’ valuation committee) when it believes that fair value pricing is required for a particular security. The Funds’ policies regarding fair value
pricing are intended to result in a calculation of the Funds’ NAV that fairly reflects portfolio security values as of the time of pricing. A portfolio security’s “fair value” price may differ from the price next
available for that portfolio security using the Fund’s normal pricing procedures and the fair value price may differ from the price at which the security may ultimately be traded or sold. If such
fair value price differs from the price that would have been determined using the Funds’ normal pricing procedures, a shareholder may receive more or less proceeds or shares from redemptions or purchases of Shares, respectively, than a shareholder
would have otherwise received if the security were priced using the Funds’ normal pricing procedures. The performance of the Funds may also be affected if a portfolio security’s fair value price were to differ
from the security’s price using the Funds’ normal pricing procedures. To the extent the Funds invest in other open-end investment companies that are registered under the 1940 Act, the Fund’s NAV calculations
are based upon the NAV reported by such registered open-end investment companies, and the prospectuses for these companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
38
Other Matters. Purchases and redemptions of Shares by the same shareholder on the same day will be netted for the Funds.
Certain financial intermediaries have agreements with the Funds that allow them to enter purchase or redemption orders on behalf of clients and customers. These orders will be
priced at the NAV next computed after the orders are received by the financial intermediary, subject to the order being in good form. Orders received in good form by the financial intermediary prior to the NYSE market close (normally 4:00 p.m.
Eastern Time) will receive a share price based on that day’s NAV and orders received after the NYSE close will receive a price based on the NAV determined at the close of regular trading on the next day that the NYSE is open. You should look to
the financial intermediary through whom you wish to invest for specific instructions on how to purchase or redeem Shares.
You may purchase Shares on any day on which the NYSE is open for trading. Purchases can be made from the Funds by mail, facsimile, telephone or bank wire. In addition, brokers
that are authorized designees of the Funds may receive purchase and redemption orders on behalf of the Funds. These designated brokers are also authorized to designate other financial intermediaries to receive orders on behalf of the Funds. Such
orders will be deemed to have been received by the Funds when an authorized designee, or broker-authorized designee, receives the order, subject to the order being in good form. The orders will be priced at the NAV next computed after the orders
are received by the Funds, authorized broker, or broker-authorized designee. Orders received in good form prior to the close of the NYSE (normally 4:00 p.m. Eastern Time) will receive a share price based on that day’s NAV and orders received after
the close of the NYSE will receive a price based on the NAV determined at the close of regular trading on the next day that the NYSE is open. Investors may also be charged a fee by a broker or agent if Shares are purchased through a broker or
agent.
The Funds reserve the right to (i) refuse any request to purchase Shares for any reason and (ii) suspend the offering of Shares at any time. An investor that has placed a
purchase order will be notified as soon as possible in such circumstances.
39
Mail Orders. Payment for Shares by mail must be made by check from a U.S. financial institution and payable in U.S. dollars. Cash,
money orders, and traveler’s checks will not be accepted by the Funds. If checks are returned due to insufficient funds or other reasons, your purchase will be canceled. You will also be responsible for any losses or expenses incurred by the
Funds and its administrator and transfer agent. The Funds will charge a $35 fee and may redeem Shares owned by the purchaser or another identically registered account in another series of the Trust to recover any such losses. For regular mail
orders, please complete the Shares Application and mail it, along with your check made payable to the Funds, to:
|
Regular Mail
|
Overnight Mail
|
|
Matisse Funds
[Fund Name] c/o Nottingham Shareholder Services Post Office Box 4365 Rocky Mount, N.C. 27803-0365 |
Matisse Funds
[Fund Name] c/o Nottingham Shareholder Services 116 South Franklin Street Rocky Mount, N.C. 27804 |
The application must contain your social security number or taxpayer identification number. If you have applied for a number prior to completing your account application but
you have not received your number, please indicate this on the application and include a copy of the form applying for your number. Taxes are not withheld from distributions to U.S. investors if certain requirements of the Internal Revenue Service
are met regarding the Social Security Number and Taxpayer Identification Number.
Bank Wire Purchases. Purchases may also be made through bank wire orders. To establish a new account or add to an existing account by
wire, please call the Funds at 1-800-773-3863 for wire instructions and to advise the Funds of the investment, dollar amount, and the account identification number.
Additional Investments. You may also add to your account by mail or wire at any time by purchasing Shares at the then current NAV.
The minimum additional investment is $100. Before adding funds by bank wire, please call the Funds at 1-800-773-3863 for wire instructions and to advise the Funds of the investment, dollar amount, and the account identification number. Mail orders
should include, if possible, the “Invest by Mail” stub that is attached to your confirmation statement. Otherwise, please identify your account in a letter accompanying your purchase payment.
Automatic Investment Plan. The automatic investment plan enables shareholders to make regular monthly or quarterly investments in
Shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Funds will automatically charge the shareholder’s checking account for the amount specified ($100 minimum), which will be
automatically invested in Shares at the public offering price on or about the 21st day of the month. The shareholder may change the amount of the investment or discontinue the plan at any time by writing the Funds.
Share Certificates. The Funds do not issue share certificates. Evidence of ownership of Shares is provided through entry in the Funds’
share registry. Investors will receive periodic account statements (and, where applicable, purchase confirmations) that will show the number of Shares owned.
40
Important Information about Procedures for Opening a New Account. Under the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act of 2001), the Funds are required to obtain, verify, and record information that enables the Funds to form a reasonable belief as to the identity of each customer who
opens an account. Consequently, when an investor opens an account, the Funds will ask for the investor’s name, street address, date of birth (for an individual), social security or other tax identification number (or proof that the investor has
filed for such a number), and other information that will allow the Funds to identify the investor. The Funds may also ask to see the driver’s license or other identifying documents of the investor. An investor’s account application will not be
considered “complete” and, therefore, an account will not be opened and the investor’s money will not be invested until the Funds receive this required information. In addition, if after opening the investor’s account the Funds are unable to
verify the investor’s identity after reasonable efforts, as determined by the Funds in their sole discretion, the Funds may (i) restrict further investments until the investor’s identity is verified; and (ii) close the investor’s account without
notice and return the investor’s redemption proceeds to the investor. If the Funds close an investor’s account because the Funds could not verify the investor’s identity, the Funds will value the account in accordance with the next NAV calculated
after the investor’s account is closed. In that case, the investor’s redemption proceeds may be worth more or less than the investor’s original investment. The Funds will not be responsible for any losses incurred due to the Funds’ inability to
verify the identity of any investor opening an account.
You can redeem Shares on any day on which the NYSE is open for trading. The Funds typically expect that it will take up to seven days following the receipt of your redemption
request to pay out redemption proceeds; however, the Funds typically expect that the payment of redemption proceeds will be initiated the next business day following the receipt of your redemption request regardless of the method of payment. The
Funds may delay forwarding a redemption check for recently purchased Shares while the Funds determine whether the purchase payment will be honored. Such delay (which may take up to 15 days from the date of purchase) may be reduced or avoided if the
purchase is made by certified check or wire transfer. In all cases, the NAV next determined after receipt of the request for redemption will be used in processing the redemption request. The Funds expect to pay redemptions from cash, cash
equivalents, proceeds from the sale of additional Shares, and then from the sale of portfolio securities or in kind. These redemption payment methods will be used in regular and stressed market conditions. During drastic economic and market
changes, telephone redemption privileges may be difficult to implement. The Funds may also suspend redemptions, if permitted by the 1940 Act; (i) for any period during which the NYSE is closed or trading on the NYSE is restricted; (ii) for any
period during which an emergency exists as a result of which the Funds’ disposal of its portfolio securities is not reasonably practicable, or it is not reasonably practicable for the Funds to fairly determine the value of its net assets; or (iii)
for such other periods as the Securities and Exchange Commission may by order permit for the protection of the Funds’ shareholders.
41
Mail Redemptions. Mail redemption requests should be addressed to:
|
Regular Mail
|
Overnight Mail
|
|
Matisse Funds
[Fund Name] c/o Nottingham Shareholder Services Post Office Box 4365 Rocky Mount, N.C. 27803-0365 |
Matisse Funds
[Fund Name] c/o Nottingham Shareholder Services 116 South Franklin Street Rocky Mount, N.C. 27804 |
Mail redemption requests should include the following:
| (1) |
Your letter of instruction specifying the account number, class of Shares, and number of Shares (or the dollar amount) to be redeemed. This request must be signed by all registered shareholders in the exact names in which they are
registered;
|
| (2) |
Any required signature guarantees (see “Signature Guarantees” below); and
|
| (3) |
Other supporting legal documents, if required in the case of estates, trusts, guardianships, custodianships, corporations, partnerships, pension or profit-sharing plans, and other entities.
|
Telephone and Bank Wire Redemptions. Unless you decline the telephonic transaction privileges on your account application, you may
redeem Shares by telephone. You may also redeem Shares by bank wire under certain limited conditions. The Funds will redeem Shares in this manner when so requested by the shareholder only if the shareholder confirms redemption instructions in
writing.
The Funds may rely upon confirmation of redemption requests transmitted via facsimile (FAX# 919-882-9281). The confirmation instructions must include the following:
(1) Name of Fund;
(2) Shareholder name and account number;
(3) Number of Shares or dollar amount to be redeemed;
(4) Instructions for transmittal of redemption proceeds to the shareholder; and
(5) Shareholder signature as it appears on the application on file with the Fund.
(2) Shareholder name and account number;
(3) Number of Shares or dollar amount to be redeemed;
(4) Instructions for transmittal of redemption proceeds to the shareholder; and
(5) Shareholder signature as it appears on the application on file with the Fund.
You can choose to have redemption proceeds mailed to you at your address of record, your financial institution, or to any other authorized person, or you can have the proceeds
sent by wire transfer to your financial institution ($5,000 minimum). Redemption proceeds cannot be wired on days in which your financial institution is not open for business. You can change your redemption instructions anytime you wish by filing a
letter with your new redemption instructions with the Funds. See “Signature Guarantees” below.
The Funds, in their discretion, may choose to pass through to redeeming shareholders any charges imposed by the Funds’ custodian for wire redemptions. If this cost is passed
through to redeeming shareholders by the Funds, the charge will be deducted automatically from your account by redemption of Shares in your account. Your bank or brokerage firm may also impose a charge for processing the wire. If wire transfer of
funds is impossible or impractical, the redemption proceeds will be sent by regular mail to the designated account.
42
You may redeem Shares, subject to the procedures outlined above, by calling the Funds at 1-800-773-3863. Redemption proceeds will only be sent to the financial institution
account or person named in your Shares Application currently on file with the Funds. Telephone redemption privileges authorize the Funds to act on telephone instructions from any person representing him or herself to be the investor and reasonably
believed by the Funds to be genuine. The Funds will employ reasonable procedures, such as requiring a form of personal identification, to confirm that instructions are genuine. The Funds will not be liable for any losses due to fraudulent or
unauthorized instructions. The Funds will also not be liable for following telephone instructions reasonably believed to be genuine.
Systematic Withdrawal Plan. A shareholder who owns Shares valued at $5,000 or more at the current offering price may establish a
systematic withdrawal plan (“Systematic Withdrawal Plan”) to receive a monthly or quarterly check in a stated amount (not less than $50). Each month or quarter, as specified, the Funds will automatically redeem sufficient Shares from your account
to meet the specified withdrawal amount. The shareholder may establish this service whether dividends and distributions are reinvested in Shares or paid in cash. Call or write the Funds for an application form.
Minimum Account Size. The Trustees reserve the right to redeem involuntarily any account having a value of less than $1,000 (due to
redemptions, exchanges, or transfers, and not due to market action) upon 30-days’ prior written notice. If the shareholder brings his account NAV up to at least $1,000 during the notice period, the account will not be redeemed. Redemptions from
retirement accounts may be subject to federal income tax. Shareholders may also be charged a fee by their broker or agent if Shares are redeemed or transferred through their broker or agent.
Redemptions in Kind. The Funds do not intend, under normal circumstances, to redeem Shares by payment in kind. It is possible,
however, that conditions may arise in the future that would, in the opinion of the Board, make it undesirable for the Funds to pay for all redemptions in cash. In such cases, the Board may authorize payment to be made in readily marketable
portfolio securities of the Funds. The securities will be chosen by the Funds, may be either a pro rata payment of each of the securities held by the Funds or a representative sample of securities, and will be valued at the same value assigned to
them in computing the Funds’ NAV per share. Shareholders receiving them bear the market risks associated with the securities until they have been converted into cash, as well as taxable capital gains when the securities are converted to cash and
may incur brokerage costs when these securities are sold. An irrevocable election has been filed under Rule 18f-1 of the 1940 Act wherein the Funds must pay redemptions in cash, rather than in kind, to any shareholder of record of the Funds who
redeems during any 90-day period, the lesser of (i) $250,000 or (ii) 1% of the Funds’ NAV at the beginning of such period. Redemption requests in excess of this limit may be satisfied in cash or in kind at the Funds’ election.
43
Signature Guarantees. To protect your account and the Funds from fraud, signature guarantees may be required to be sure that you are
the person who has authorized a change in registration or standing instructions for your account. Signature guarantees are generally required for (i) change of registration requests; (ii) requests to establish or to change exchange privileges or
telephone and bank wire redemption service other than through your initial account application; (iii) transactions where proceeds from redemptions, dividends, or distributions are sent to a financial institution; and (iv) redemption requests in
excess of $50,000. Signature guarantees are acceptable from a member bank of the Federal Reserve System, a savings and loan institution, credit union (if authorized under state law), registered broker-dealer, securities exchange, or association
clearing agency and must appear on the written request for change of registration, establishment or change in exchange privileges, or redemption request.
Frequent purchases and redemptions of Shares by a shareholder, known as frequent trading, present a number of risks to the Funds’ other shareholders. These risks include
dilution in the value of Shares held by long-term shareholders, interference with the efficient management of the Funds’ portfolio holdings, and increased brokerage and administration costs. Due to the potential of a thin market for some of the
Funds’ portfolio securities, as well as overall adverse market, economic, political, or other conditions that may affect the sale price of portfolio securities, the Funds could face untimely losses as a result of having to sell portfolio securities
prematurely to meet redemptions. Frequent trading may also increase portfolio turnover, which may in turn result in increased capital gains taxes for shareholders.
The Board has adopted a policy that is intended to discourage frequent trading by shareholders. The Funds do not accommodate frequent trading. Under the adopted policy, the
Funds’ transfer agent provides a daily record of shareholder trades to the Advisor. The Funds’ transfer agent also monitors and tests shareholder purchase and redemption orders for frequent trading. The Advisor has the discretion to limit
investments, by refusing further purchase and exchange orders, from a shareholder that the Advisor believes has a pattern of trades not in the best interests of the other shareholders. In addition to this discretionary policy, the Funds will also
limit investments from any shareholder account that, on two or more occasions during a 60-calendar day period, purchases and redeems Shares over a period of less than 10 days having a redemption amount within 10% of the purchase amount and greater
than $10,000. In the event such a purchase and redemption pattern occurs, the shareholder account and any other account with the same taxpayer identification number will be precluded from investing in the Funds for at least 30 calendar days after
the second redemption transaction.
The Funds and Advisor intend to apply this policy uniformly, except that the Funds may not be able to identify or determine that a specific purchase or redemption is part of a
pattern of frequent trading or that a specific shareholder is engaged in frequent trading, particularly with respect to transactions made through omnibus accounts or accounts opened through financial intermediaries such as broker-dealers and banks.
Omnibus account arrangements permit multiple investors to aggregate their respective share ownership and to purchase, redeem, and exchange Shares without the identity of the individual shareholders being immediately known to the Funds. Like omnibus
accounts, accounts opened through financial intermediaries normally permit shareholders to purchase, redeem, and exchange Shares without the identity of the shareholder being immediately known to the Funds. Consequently, the ability of the Funds to
monitor and detect frequent trading through omnibus and intermediary accounts is limited, and there is no guarantee that the Funds can identify shareholders who might be engaging in frequent trading through these accounts or curtail such trading.
44
In addition, this policy will not apply if the Advisor determines that a purchase and redemption pattern does not constitute frequent trading, such as inadvertent errors that
result in frequent purchases and redemptions. Inadvertent errors shall include purchases and/or redemptions made unintentionally or by mistake (e.g., where a shareholder unintentionally or mistakenly invests in the Funds and redeems immediately
after recognizing the error). The shareholder shall have the burden of proving to the sole satisfaction of the Advisor that a purchase and redemption pattern was the result of an inadvertent error. In such a case, the Advisor may choose to allow
further purchase and exchange orders from such shareholder.
To keep you informed about your investments, the Funds will send you various account statements and reports, including:
|
•
|
Confirmation statements that verify your buy or sell transactions (except in the case of automatic purchases or redemptions from bank accounts. Please review your
confirmation statements for accuracy.
|
|
•
|
Quarter-end and year-end shareholder account statements.
|
|
•
|
Reports for the Funds, which includes portfolio manager commentary, performance,
|
|
•
|
Shareholder tax forms.
|
With eDelivery, you can receive your tax forms, account statements, Fund reports, and prospectuses online rather than by regular mail. Taking advantage of this free service
not only decreases the clutter in your mailbox, but it also reduces your Fund fees by lowering printing and postage costs. To receive materials electronically, contact your financial intermediary (such as a broker-dealer or bank), or, if you are a
direct investor, please contact us at 1-800-773-3863 or visit https://portal.ncfunds.com/Matisse and click Register to sign up for eDelivery.
The following information is meant as a general summary for U.S. taxpayers. Additional tax information appears in the Funds’ Statement of
Additional Information. Shareholders should rely on their own tax advisors for advice about the particular federal, state, and local tax consequences to them of investing in the Funds.
The Funds intend to meet all requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify and be eligible for treatment each year as
a “regulated investment company” and thus does not expect to pay any U.S. federal income tax on income and capital gains that are timely distributed to shareholders.
45
Distributions from the Funds’ net investments income (other than qualified dividend income), including distributions out of the Funds’ net short-term capital gains, if any,
are taxable as ordinary income. Distributions by the Funds of net long-term capital gains, if any, in excess of net short-term capital losses (capital gain dividends) are taxable as long-term capital gains, regardless of how long Fund shares have
been held. Distributions by the Funds that qualify as qualified dividend income are taxable at long-term capital gain rates. In addition, a 3.8% U.S. Medicare contribution tax is imposed on “net investment income,” including, but not limited to,
interests, dividends, and net gain, of U.S. individuals with income exceeding $200,000 (or $250,000 if married and filing jointly) and of estates and trusts.
Dividends will be qualified dividend income if they are attributable to qualified dividend income received by the Funds. Generally, qualified dividend income includes dividend
income from taxable U.S. corporations and qualified non-U.S. corporations, provided that the Funds satisfy certain holding period requirements in respect of the stock of such corporations.
Dividends received by the Funds from a REIT or another regulated investment company (“RIC”) generally are qualified dividend income only to the extent such dividend
distributions are made out of qualified dividend income received by such REIT or RIC.
The Funds will distribute most of their income and realized gains to its shareholders every year. Income dividends paid by the Funds derived from net investment income, if
any, will generally be paid monthly or quarterly and capital gains distributions, if any, will be made annually. Shareholders may elect to take dividends from net investment income or capital gains distributions, if any, in cash or reinvest them
in additional Shares. Shareholders will generally be taxed on distributions paid by the Funds, regardless of whether distributions are received in cash or are reinvested in additional Shares. Distributions may be subject to state and local taxes,
as well as federal taxes.
In general, a shareholder who sells or redeems Shares will realize a capital gain or loss, which will be long-term or short-term, depending upon the shareholder’s holding
period for the Shares. An exchange of Shares may be treated as a sale and any gain may be subject to tax.
As with all mutual funds, the Funds will be required in certain cases to withhold and remit to the U.S. Treasury a percentage of taxable dividends of gross proceeds realized
upon sale paid to shareholders who: (i) have failed to provide a correct taxpayer identification number in the manner required; (ii) are subject to back-up withholding by the Internal Revenue Service for failure to include properly on their return
payments of taxable interest or dividends; or (iii) have failed to certify to the Funds that they are not subject to backup withholding when required to do so. Back-up withholding is not an additional tax. Any amounts withheld from payments to you
may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service. The Funds are required in certain circumstances to apply back-up withholding on
taxable dividends, redemption proceeds, and certain other payments that are paid to any shareholder who does not furnish certain information and certifications or who is otherwise subject to back-up withholding.
46
Shareholders should consult with their own tax advisors to ensure that distributions and sale of Shares are treated appropriately on their income tax returns.
The Financial Highlights tables are intended to help you understand the Funds’ financial performance for the past five years. Certain information reflects financial results
for a since Share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds (assuming reinvestment of all dividends and distributions). The financial data in the table, for the
fiscal year ended March 31, 2024, was audited by the independent registered public accounting firm Tait, Weller & Baker, LLP. The financial data in the table, prior to the fiscal year ended March 31, 2024, was audited by another
independent registered public accounting firm. This information should be read in conjunction with the Funds’ latest audited annual financial statements and notes thereto, which are also incorporated by reference into the Statement of Additional
Information and are included in the audited annual report which are available upon request. Further information about the performance of the Funds is contained in the audited annual report for the Funds, a copy of which may also be obtained at no
charge by calling the Funds at 1-800-773-3863.
47
|
Matisse Discounted Closed-End Fund Strategy
|
|||||||||||
|
Financial Highlights
|
|||||||||||
|
For a share outstanding during the
fiscal year ended
|
March 31,
|
||||||||||
|
2024
|
|
2023
|
|
2022
|
|
2021
|
|
2020
|
|
||
|
Net Asset Value, Beginning of Year
|
$5.99
|
|
$6.80
|
|
$9.09
|
|
$6.16
|
|
$10.09
|
|
|
|
Income (Loss) from Investment Operations:
|
|||||||||||
|
Net investment income (a)
|
0.13
|
0.15
|
0.01
|
0.16
|
0.28
|
||||||
|
Net realized and unrealized gain (loss) on investments
|
1.37
|
(0.43)
|
1.16
|
3.67
|
(3.19)
|
||||||
|
Total from Investment Operations
|
1.50
|
|
(0.28)
|
|
1.17
|
|
3.83
|
|
(2.91)
|
|
|
|
Less Distributions From:
|
|||||||||||
|
Net investment income
|
(0.34)
|
(0.20)
|
(0.54)
|
(0.67)
|
(0.39)
|
||||||
|
Capital gains
|
(0.19)
|
-
|
(2.92)
|
(0.23)
|
(0.63)
|
||||||
|
Return of capital
|
-
|
(0.33)
|
-
|
-
|
-
|
||||||
|
Total Distributions
|
(0.53)
|
|
(0.53)
|
|
(3.46)
|
|
(0.90)
|
|
(1.02)
|
|
|
|
Net Asset Value, End of Year
|
$6.96
|
|
$5.99
|
|
$6.80
|
|
$9.09
|
|
$6.16
|
|
|
|
Total Return
|
26.15%
|
|
(3.66)%
|
|
14.29%
|
|
64.68%
|
|
(32.01)%
|
|
|
|
Net Assets, End of Year (in thousands)
|
$46,949
|
$37,266
|
$43,069
|
$324,921
|
$175,406
|
||||||
|
Ratios of:
|
|||||||||||
|
Gross Expenses to Average Net Assets (c)(d)
|
2.17%
|
1.92%
|
1.19%
|
1.23%
|
1.66%
|
||||||
|
Net Expenses to Average Net Assets (c)(d)
|
1.81%
|
1.58%
|
1.19%
|
1.23%
|
1.37%
|
||||||
|
Net Investment Income to Average Net Assets
|
2.08%
|
2.41%
|
0.16%
|
2.02%
|
3.04%
|
||||||
|
Portfolio turnover rate
|
54.53%
|
|
29.50%
|
|
33.89%
|
|
42.63%
|
|
101.38%
|
|
|
|
(a)
|
Calculated using the average shares method.
|
||||||||||
|
(b)
|
The expenses of the underlying funds are excluded from the Fund's expense ratio.
|
||||||||||
|
(c)
|
Includes interest expense of 0.56%, 0.33%, 0.00%(d), 0.02%, and 0.13% for the fiscal years ended March 31, 2024, 2023, 2022, 2021, and 2020, respectively.
|
||||||||||
|
(d)
|
Less than 0.01% per share.
|
||||||||||
48
|
Matisse Discounted Bond CEF Strategy
|
|||||||||
|
Financial Highlights
|
|||||||||
|
For a share outstanding during the
period or fiscal year ended
|
March 31,
|
||||||||
|
2024
|
|
2023
|
|
2022
|
|
2021 (g)
|
|
||
|
Net Asset Value, Beginning of Year
|
$9.82
|
|
$11.29
|
|
$12.43
|
|
$10.00
|
|
|
|
Income (Loss) from Investment Operations:
|
|||||||||
|
Net investment income (a)
|
0.47
|
0.55
|
0.32
|
0.51
|
|||||
|
Net realized and unrealized gain (loss) on investments
|
0.80
|
(1.29)
|
(0.39)
|
2.56
|
|||||
|
Total from Investment Operations
|
1.27
|
|
(0.74)
|
|
(0.07)
|
|
3.07
|
|
|
|
Less Distributions From:
|
|||||||||
|
Net investment income
|
(0.46)
|
(0.57)
|
(0.52)
|
(0.64)
|
|||||
|
Capital gains
|
-
|
(0.09)
|
(0.55)
|
-
|
|||||
|
Return of capital
|
(0.27)
|
(0.07)
|
-
|
-
|
|||||
|
Total Distributions
|
(0.73)
|
|
(0.73)
|
|
(1.07)
|
|
(0.64)
|
|
|
|
Net Asset Value, End of Year
|
$10.36
|
|
$9.82
|
|
$11.29
|
|
$12.43
|
|
|
|
Total Return
|
13.54%
|
|
(6.27)%
|
|
(1.02)%
|
|
31.34%
|
(e)
|
|
|
Net Assets, End of Year (in thousands)
|
$49,888
|
$39,133
|
$32,185
|
$24,642
|
|||||
|
Ratios of:
|
|||||||||
|
Gross Expenses to Average Net Assets (b)(c)
|
1.64%
|
1.54%
|
1.38%
|
2.00%
|
(d)
|
||||
|
Net Expenses to Average Net Assets (b)(c)
|
1.33%
|
1.26%
|
0.99%
|
1.00%
|
(d)
|
||||
|
Net Investment Income to Average Net Assets
|
4.74%
|
5.49%
|
2.56%
|
4.71%
|
(d)
|
||||
|
Portfolio turnover rate
|
53.67%
|
|
57.99%
|
|
70.40%
|
|
37.27%
|
(e)
|
|
|
(a)
|
Calculated using the average shares method.
|
||||||||
|
(b)
|
The expenses of the underlying funds are excluded from the Fund's expense ratio.
|
||||||||
|
(c)
|
Includes interest expense of 0.34%, 0.27%, 0.00%(f), and 0.01% for the fiscal years ended March 31 2024, 2023, 2022, and 2021, respectively.
|
||||||||
|
(d)
|
Annualized
|
||||||||
|
(e)
|
Not annualized
|
||||||||
|
(f)
|
Less than 0.01% per share.
|
||||||||
|
(g)
|
For the period April 30, 2020 (Date of Initial Public Investment) through March 31, 2021.
|
||||||||
49
Matisse Funds
Additional information about the Funds is available in the Funds’ Statement of Additional Information, which is incorporated by reference
into this prospectus. Additional information about the Funds’ investments is also available in the annual and semi-annual reports to shareholders. The annual report includes a discussion of market conditions and investment strategies that
significantly affected the Funds’ performance during its last fiscal year.
The Funds’ Statement of Additional Information and the annual and semi-annual reports are available, free of charge, on the website
listed below and upon request by contacting the Funds (you may also request other information about the Funds or make shareholder inquiries) as follows:
|
By telephone:
|
1-800-773-3863
|
|
By mail:
|
Matisse Funds
c/o Nottingham Shareholder Services
Post Office Box 4365
Rocky Mount, North Carolina 27803-0365
|
|
By e-mail:
|
|
|
On the Internet:
|
https://fundinfopages.com/MDCEX
https://fundinfopages.com/MDFIX
|
Reports and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of this information may be
obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: [email protected].
Investment Company Act File Number 811-22298
STATEMENT OF ADDITIONAL INFORMATION
Matisse Funds
|
Deschutes Portfolio Strategy, LLC dba Matisse Capital 15350 SW Sequoia Parkway, Suite 260 Portland, Oregon 97224
|
|
|
Matisse Discounted Closed-End Fund Strategy
Institutional Class Shares MDCEX |
Matisse Discounted Bond CEF Strategy
Institutional Class Shares MDFIX |
August 1, 2024
A series of the
Starboard Investment Trust
116 South Franklin Street
Rocky Mount, North Carolina 27804
Telephone 1-800-773-3863
Table of Contents
|
2
|
|
| ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES | 2 |
| 13 | |
| 15 | |
| 16 | |
| 17 | |
| 25 | |
| 25 | |
| 27 | |
| 28 | |
| 29 | |
| 31 | |
| 32 | |
| 35 |
This Statement of Additional Information (“SAI”) is meant to be read in conjunction with the prospectus for the Matisse Discounted Closed-End Fund Strategy and Matisse
Discounted Bond CEF Strategy, dated August 1, 2024, as amended or supplemented from time to time (the “Prospectus”) and is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in
shares of the Funds (“Shares”) should be made solely upon the information contained herein. The Funds’ financial statements and accompanying notes that appear in the Funds’ annual and semi-annual reports are incorporated by reference into this SAI.
Copies of the Prospectus, annual report, and/or semi-annual report may be obtained at no charge by writing or calling the Funds at the address or phone number shown above or online at https://fundinfopages.com/MDCEX
and https://fundinfopages.com/MDFIX. Capitalized terms used but not defined herein have the same meanings as in the Prospectus.
Starboard Investment Trust (“Trust”) was organized on May 13, 2009, as a Delaware statutory trust and is authorized to have multiple series or portfolios. The Trust is
registered with the U.S. Securities and Exchange Commission (“SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust currently consists of 8 separate series. This SAI
relates to the Matisse Discounted Closed End Fund Strategy and Matisse Discounted Bond CEF Strategy (the “Funds” or each a “Fund”) each of which is a separate, diversified series of the Trust. The Fund’s investment advisor is Deschutes Portfolio
Strategy, LLC dba Matisse Capital (the “Advisor”). The Prospectus described the Funds’ investment objectives and principal investment strategies, as well as the principal investment risks of the Funds.
This SAI describes the financial history, management and operation of the Funds, as well as the Funds’ investment objective and policies. It should be read in conjunction with
the Prospectus.
Investments in the Funds are not:
|
•
|
Deposits or obligations of any bank;
|
|
•
|
Guaranteed or endorsed by any bank; or
|
|
•
|
Federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other federal agency.
|
The Prospectus describes the Funds’ investment objective and principal investment strategies, as well as the principal investment risks of the Funds. All investments in
securities and other financial instruments involve a risk of financial loss. No assurance can be given that the Funds’ investment program will be successful. Investors should carefully review the descriptions of the Funds’ principal investments
and their risks described in the Prospectus and this SAI.
The following descriptions and policies supplement the descriptions in the Prospectus and include descriptions of certain types of investments that may be made by the Funds
but are not principal investment strategies of the Funds. Unless otherwise noted, the investments described below may be made by the Funds directly or indirectly through their investments in other investment companies. Attached to this SAI is
Appendix A, which contains descriptions of the rating symbols used by nationally recognized statistical rating organizations for securities in which the Funds may invest. Appendix B contains a copy of the Advisor’s Proxy Voting Policy and
Procedures.
General Investment Risks. All investments in securities and other financial instruments involve a risk of financial loss. No
assurance can be given that the Funds’ investment program will be successful. Investors should carefully review the descriptions of the Funds’ principal investments and their risks described in the Prospectus
and this SAI.
Additional Information Regarding the Fund’s Principal Strategies and Risks
Investment Companies. The Fund may invest in the securities of other investment companies (including money market funds). Under the
1940 Act, the Fund’s investment in investment companies is limited to, subject to certain exceptions: (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the Fund’s total assets with respect to any one investment
company, and (iii) 10% of the Fund’s total assets of investment companies in the aggregate. Investments by the Funds in other investment companies entail a number of risks unique to a fund of funds structure. These risks include the following:
Multiple Layers of Fees. By investing in other investment companies indirectly through the Funds, prospective investors will directly bear the fees
and expenses of the Funds’ Advisor and indirectly bear the fees and expenses of other investment companies and other investment companies’ managers as well. As such, this multiple or duplicative layer of fees will increase the cost of investments
in the Funds.
Lack of Transparency. The Advisor will not be able to monitor the investment activities of the other investment companies on a continuous basis and
the other investment companies may use investment strategies that differ from its past practices and are not fully disclosed to the Advisor and that involve risks that are not anticipated by the Advisor. The Funds have no control over the risks
taken by the underlying investment companies in which they invest.
Valuation of Investment Companies. Although the Advisor will attempt to review the valuation procedures used by other investment companies’
managers, the Advisor will have little or no means of independently verifying valuations of the Funds’ investments in investment companies and valuations of the underlying securities held by other investment companies. As such, the Advisor will
rely significantly on valuations of other investment companies and the securities underlying other investment companies that are reported by other investment companies’ managers. In the event that such valuations prove to be inaccurate, the net
asset value (“NAV”) of the Funds could be adversely impacted and an investor could incur a loss of investment in the Funds.
2
Illiquidity of Investments by and In Other Investment Companies. Other investment companies may invest in securities that are not registered, are
subject to legal or other restrictions on transfer, or for which no liquid market exists. The market prices, if any, for such securities tend to be volatile and restricted securities may sell at prices that are lower than similar securities that
are not subject to legal restrictions on resale. Further, the Funds may not be able to redeem their interests in other investment companies’ securities that it has purchased in a timely manner. If adverse market conditions were to develop during
any period in which the Funds are unable to redeem interests in other investment companies, the Funds may suffer losses as a result of this illiquidity. As such, the lack of liquidity and volatility of restricted securities held by other investment
companies could adversely affect the value of the other investment companies. Any such losses could adversely affect the value of the Funds’ investments and an investor could incur a loss of investment in the Funds.
Lack of Control. Although the Funds and the Advisor will evaluate regularly other investment companies to determine whether their investment
programs are consistent with the Funds’ investment objective, the Advisor will not have any control over the investments made by other investment companies. Even though other investment companies are subject to certain constraints, the investment
advisor to each such investment company may change aspects of their investment strategies at any time. The Advisor will not have the ability to control or influence the composition of the investment portfolio of other investment companies.
Lack of Diversification. There is no requirement that the underlying investments held by other investment companies be diversified. As such, other
investment companies’ managers may target or concentrate other investment companies’ investments in specific markets, sectors, or types of securities. As a result, investments made by other investment companies are subject to greater volatility as
a result of this concentration than if the other investment companies had non-concentrated and diversified portfolios of investments. Thus, the Funds’ portfolios (and by extension the value of an investment in the Funds) may therefore be subject to
greater risk than the portfolio of a similar fund with investments in diversified investment companies.
Use of Leverage. The other investment companies may utilize leverage (i.e., borrowing) to acquire their underlying portfolio investments. When other
investment companies borrow money or otherwise leverage their portfolio of investments, doing so may exaggerate changes in the NAV of the shares of the other investment companies and in the return on the other investment companies’ investments.
Borrowing will also cost other investment companies interest expense and other fees. As such, the value of the Funds’ investments in other investment companies may be more volatile and all other risks (including the risk of loss of an investment in
other investment companies) tend to be compounded or magnified. As a result, any losses suffered by other investment companies as a result of their use of leverage could adversely affect the value of the Fund’s investments and an investor could
incur a loss of investment in the Funds.
Fixed-Income Securities. The Fund will invest indirectly in fixed-income securities, through its investments in shares of closed-end
funds. These securities may include government and corporate bonds, mortgage bonds, convertible or preferred securities, loans, money market instruments, high yield securities or “junk bonds” and zero-coupon bonds. Zero-coupon bonds are purchased
at a discount from their face values and accrue interest at the applicable coupon rate over a period of time. Fixed-income securities purchased by the closed-end funds may consist of obligations of any rating. Fixed-income securities in the
lowest investment grade categories have speculative characteristics, with changes in the economy or other circumstances more likely to lead to a weakened capacity of the bonds to make principal and interest payments than would occur with bonds
rated in higher categories. High yield bonds are typically rated below “Baa” by Moody’s Investors Service, Inc. (“Moody’s”) or below “BBB” by S&P Global Ratings (“S&P”) or below investment grade by other recognized rating agencies. The
Fund may also invest indirectly in unrated securities through closed-end funds that invest in unrated securities under certain circumstances. Such bonds are subject to greater market fluctuations and risk of loss of income and principal than
higher rated bonds for a variety of reasons, including:
Sensitivity to Interest Rate and Economic Change. The economy and interest rates affect high yield securities differently than other securities.
For example, the prices of high yield bonds have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments. Also, during an economic
downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest obligations, to meet projected business goals, and
to obtain additional financing. If the issuer of a bond defaults, an underlying mutual fund may incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility
or market prices of high yield bonds and the fund’s asset values.
3
Payment Expectations. High yield bonds present certain risks based on payment expectations. For example, high yield bonds may contain redemption
and call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund or an investment company in which the Fund invests would have to replace the security with a lower yielding security, resulting in a
decreased return for investors. Conversely, a high yield bond’s value will decrease in a rising interest rate market, as will the value of the Fund’s or other investment company’s assets. If the Fund or an investment company in which the Fund
invests experiences unexpected net redemptions, it may be forced to sell its high yield bonds without regard to their investment merits, thereby decreasing the asset base upon which the expenses of the Fund or other investment company in which the
Fund invests can be spread and possibly reducing the rate of return of the fund or other investment company in which the Fund invests.
Liquidity and Valuation. To the extent that there is no established retail secondary market, there may be thin trading of high yield bonds, and this
may impact a fund’s ability to accurately value high yield bonds and may hinder a fund’s ability to dispose of the bonds. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and
liquidity of high yield bonds, especially in a thinly traded market.
Credit Ratings. Credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield bonds. Also, because
credit rating agencies may fail to timely change the credit ratings to reflect subsequent events, The Fund or an investment company in which the Fund invests must monitor the issuers of high yield bonds in their portfolios to determine if the
issuers will have sufficient cash flow and profits to meet required principal and interest payments, and to assure the bonds’ liquidity so the Fund or an investment company in which the Fund invests can meet redemption requests.
High-yield securities are deemed speculative with respect to the issuer’s capacity to pay interest and repay principal over a long period of time. Special tax considerations
are associated with investing in high-yield securities structured as zero coupon or “pay-in-kind"” securities. The Fund or an investment company in which the Fund invests will report the interest on these securities as income even though it
receives no cash interest until the security’s maturity or payment date. The payment of principal and interest on most fixed-income securities purchased by a fund will depend upon the ability of the issuers to meet their obligations. An issuer’s
obligations under its fixed-income securities are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be enacted by
federal or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. The power or ability of an issuer to meet its obligations for the payment of
interest on, and principal of, its fixed-income securities may be materially adversely affected by litigation or other conditions.
The ratings of S&P, Moody’s and other nationally recognized rating agencies represent their opinions as to the quality of fixed-income securities. It should be
emphasized, however, that ratings are general and are not absolute standards of quality, and fixed-income securities with the same maturity, interest rate, and rating may have different yields while fixed-income securities of the same maturity and
interest rate with different ratings may have the same yield. For a more detailed description of ratings, please see Appendix A.
Derivative Instruments. The Fund may invest directly or indirectly in derivatives through its investment in other investment companies
that use derivative instruments. When other investment companies in which the Funds invest, enter into short sales, options, futures, and other forms of financial derivatives
specifically described below, the investments involve risks different from direct investments in the underlying securities. While transactions in derivatives may reduce certain risks, these
transactions themselves entail certain other risks. Unanticipated changes in interest rates, securities prices, or currency exchange rates may result in a poorer overall performance of the funds than if they had not entered into any derivatives
transactions. Derivatives may magnify the funds gains or losses, causing it to make or lose substantially more than it invested.
If a fund uses derivative instruments, such fund must comply with the applicable requirements of the 1940 Act. The Fund has no specific limit on the amount it invests in
derivatives, directly or indirectly.
4
When used for hedging purposes, increases in the value of the securities a fund holds or intends to acquire should offset any losses incurred with a derivative. Purchasing
derivatives for purposes other than hedging could expose a fund to greater risks.
A fund’s ability to hedge securities through derivatives depends on the degree to which price movements in the underlying index or instrument correlate with price movements in
the relevant securities. In the case of poor correlation, the price of the securities a fund is hedging may not move in the same amount, or even in the same direction as the hedging instrument. A fund will try to minimize this risk by investing
only in those contracts whose behavior it expects to resemble with the portfolio securities it is trying to hedge. However, if a fund’s prediction of interest and currency rates, market value, volatility, or other economic factors is incorrect, a
fund may lose money, or may not make as much money as it expected.
Derivative prices can diverge from the prices of their underlying instruments, even if the characteristics of the underlying instruments are very similar to the derivative.
Listed below are some of the factors that may cause such a divergence:
|
•
|
current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract;
|
|
•
|
a difference between the derivatives and securities markets, including different levels of demand, how the instruments are traded, the imposition of daily price fluctuation limits or
trading of an instrument stops; and
|
|
•
|
differences between the derivatives, including different margin requirements, different liquidity of such markets, and the participation of speculators in such
markets.
|
Derivatives based upon a narrow index of securities may present greater risk than derivatives based on a broad index. Since narrower indices are made up of a smaller number of
securities, they are more susceptible to rapid and extreme price fluctuations because of changes in the value of those securities.
While currency futures and options values are expected to correlate with exchange rates, they may not reflect other factors that affect the value of the investments of the
funds. A currency hedge should protect a yen-denominated security from a decline in the yen but will not protect the funds against a price decline resulting from deterioration in the issuer’s creditworthiness. Because the value of the funds’
foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the funds’ investments precisely over time.
Before a futures contract or option is exercised or expires, the funds can terminate it only by entering into a closing purchase or sale transaction. Moreover, the funds may
close out a futures contract only on the exchange the contract was initially traded. If there is no secondary market for the contract, or the market is illiquid, the funds may not be able to close out a position. In an illiquid market, the funds
may:
|
•
|
have to sell securities to meet its daily margin requirements at a time when it is disadvantageous to do so;
|
|
•
|
have to purchase or sell the instrument underlying the contract;
|
|
•
|
not be able to hedge its investments; and
|
|
•
|
not be able to realize profits or limit its losses.
|
Derivatives may become illiquid (i.e., difficult to sell at a desired time and price) under a variety of market conditions:
|
•
|
an exchange may suspend or limit trading in a particular derivative instrument, an entire category of derivatives, or all derivatives, which sometimes occurs because of increased market
volatility;
|
|
•
|
unusual or unforeseen circumstances may interrupt normal operations of an exchange;
|
|
•
|
the facilities of the exchange may not be adequate to handle current trading volume;
|
|
•
|
equipment failures, government intervention, insolvency of a brokerage firm or clearing house, or other occurrences may disrupt normal trading activity; or
|
|
•
|
investors may lose interest in a particular derivative or category of derivatives.
|
If an investment advisor incorrectly predicts securities market and interest rate trends, the funds may lose money by
investing in derivatives. If the funds were to write a call option based on the investment advisor’s expectation that the price of the underlying security would fall, but the price were to rise instead, the funds could be required to sell the
security upon exercise at a price below the current market price. Similarly, if the funds were to write a put option based on the advisor’s expectation that the price of the underlying security would rise, but the price were to fall instead, the
funds could be required to purchase the security upon exercise at a price higher than the current market price.
5
Because of the low margin deposits required upon the opening of a derivative position, such transactions involve an extremely high degree of leverage. Consequently, a
relatively small price movement in a derivative may result in an immediate and substantial loss (as well as gain) to the funds and they may lose more than it originally invested in the derivative.
If the price of a futures contract changes adversely, the funds may have to sell securities at a time when it is disadvantageous to do so to meet its minimum daily margin
requirement. The funds may lose margin deposits if a broker with whom they have an open futures contract or related option becomes insolvent or declares bankruptcy.
The prices of derivatives are volatile (i.e., they may change rapidly, substantially, and unpredictably) and are influenced by a variety of factors, including:
|
•
|
actual and anticipated changes in interest rates;
|
|
•
|
fiscal and monetary policies; and
|
|
•
|
national and international political events.
|
Most exchanges limit the amount by which the price of a derivative can change during a single trading day. Daily trading limits establish the maximum amount that the price of
a derivative may vary from the settlement price of that derivative at the end of trading on the previous day. Once the price of a derivative reaches this value, the funds may not trade that derivative at a price beyond that limit. The daily limit
governs only price movements during a given day and does not limit potential gains or losses. Derivative prices have occasionally moved to the daily limit for several consecutive trading days, preventing prompt liquidation of the derivative.
Government Regulation of Derivatives. It is possible that government regulation of various types of derivative instruments, including futures and
swap agreements, may limit or prevent a fund from using such instruments as a part of its investment strategy, and could ultimately prevent a fund from being able to achieve its investment objective. It is impossible to predict fully the effects of
legislation and regulation in this area, but the effects could be substantial and adverse.
The futures markets are subject to comprehensive statutes, regulations, and margin requirements. The SEC, the Commodities Futures Trading Commission, and the exchanges are
authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price
limits, and the suspension of trading.
The regulation of swaps and futures transactions in the U.S., the European Union, and other jurisdictions is a rapidly changing area of law and is subject to modification by
government and judicial action. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in a fund or the ability of a fund to continue to implement its investment strategies.
Under recently adopted rules and regulations, transactions in some types of swaps (including interest rate swaps and credit default swaps on North American and European
indices) are required to be centrally cleared, and additional types of swaps may be required to be centrally cleared in the future. In a transaction involving those swaps (“cleared derivatives”), a fund’s counterparty is a clearing house, rather
than a bank or broker. In cleared derivatives transactions, a fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of
their clients’ obligations to the clearing house.
In addition, U.S. regulators, the European Union, and certain other jurisdictions have adopted minimum margin and capital requirements for uncleared over-the-counter (“OTC”)
derivatives transactions. It is expected that these regulations will have a material impact on a fund’s use of uncleared derivatives. These rules will impose minimum margin requirements on derivatives transactions between a fund and its swap
counterparties and may increase the amount of margin a fund is required to provide. They will impose regulatory requirements on the timing of transferring margin, which may accelerate a fund’s current margin process. They will also effectively
require changes to typical derivatives margin documentation. It is expected that a fund will become subject to variation margin requirements under such rules in 2017 and initial margin requirements under such rules in 2020. Such requirements could
increase the amount of margin a fund needs to provide in connection with uncleared derivatives transactions and, therefore, make such transactions more expensive.
6
Funds investing in derivatives must comply with Rule 18f-4 under the 1940 Act, which provides for the regulation of a registered investment company’s use of derivatives and
certain related instruments. Among other things, Rule 18f-4 limits a fund’s derivatives exposure through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users.
Subject to certain conditions, limited derivatives users (as defined in Rule 18f-4), however, would not be subject to the full requirements of Rule 18f-4. Rule 18f-4 could restrict the Fund’s abilities to engage in certain derivatives transactions
and/or increase the costs of such derivatives transactions.
Money Market Instruments. Money market instruments include U.S. Government obligations or corporate debt obligations (including those
subject to repurchase agreements). Money market instruments also may include banker’s acceptances and certificates of deposit of domestic branches of U.S. banks, commercial paper, and variable amount demand master notes (“Master Notes”). Banker’s
acceptances are time drafts drawn on and “accepted” by a bank. When a bank “accepts” such a time draft, it assumes liability for its payment. When an investment company acquires a banker’s acceptance, the bank that “accepted” the time draft is
liable for payment of interest and principal when due. The banker’s acceptance carries the full faith and credit of such bank. A certificate of deposit (“CD”) is an unsecured, interest bearing debt obligation of a bank. Commercial paper is an
unsecured, short-term debt obligation of a bank, corporation, or other borrower. Commercial paper maturity generally ranges from two to 270 days and is usually sold on a discounted basis rather than as an interest-bearing instrument. Master Notes
are unsecured obligations which are redeemable upon demand of the holder and which permit the investment of fluctuating amounts at varying rates of interest.
Foreign Investment Risk. Foreign securities and foreign currency contracts involve investment risks different from those associated
with domestic securities. Changes in foreign economies and political climates are more likely to affect the Funds than a mutual fund that invests exclusively in domestic securities. The value of foreign currency denominated securities or foreign
currency contracts is affected by the value of the local currency relative to the U.S. dollar. There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about
issuers of foreign currency denominated securities. The value of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental administration or
economic or monetary policy (in this country or abroad) or changed circumstances in dealings between nations. In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are generally higher than in
the United States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual obligations.
Uncertainties surrounding the sovereign debt of a number of European Union (EU) countries and the viability of the EU have disrupted and may in the future disrupt markets in
the United States and around the world. If one or more countries leave the EU or the EU dissolves, the world’s securities markets likely will be significantly disrupted. In June 2016, the United Kingdom approved a referendum to leave the EU,
commonly referred to as “Brexit.” There is significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict.
Political and military events, including the military crises in Ukraine and the Middle East, and nationalist unrest in Europe, also may cause market disruptions.
U.S. Government Securities. Closed-end funds owned by the Fund may invest in U.S. Government securities, defined to be (i) U.S.
Treasury notes, U.S. Treasury bonds, U.S. Treasury bills, and other U.S. Government obligations; (ii) obligations of the Government National Mortgage Association (GNMA) and other U.S. Government sponsored entities that are guaranteed by the U.S.
Government; and (iii) obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Housing Administration (FHA), Federal Farm Credit Bank (FFCB), Federal Home Loan Bank (FHLB), Student
Loan Marketing Association (SLMA), The Tennessee Valley Authority (TVA) and other U.S. Government authorities, agencies, and instrumentalities. While obligations of some U.S. Government sponsored entities are supported by the full faith and credit
of the U.S. Government (e.g. GNMA), others are not. No assurance can be given that the U.S. Government will provide financial support to U.S. Government agencies or instrumentalities in the future since it is not obligated to do so by law. The
guarantee of the U.S. Government does not extend to the yield or value of the Shares.
Debentures. A debenture is long-term, unsecured debt instrument backed only by the integrity of the borrower, not by collateral, and
documented by an indenture. Governments often issue debentures, in part because they generally cannot guarantee debt with assets (government assets are public property). The primary risk with this type of investment is that the issuer will
default or go into bankruptcy. As an unsecured creditor, in the event of default or bankruptcy, the holder of a debenture does not have a claim against any specific assets of the issuing firm, so the investor will only be paid from the issuer’s
assets after the secured creditors have been paid. A closed-end fund owned by the Fund may invest in all types of debentures, including corporate and government debentures.
7
Borrowing. The Funds may borrow money for investment purposes, which is a form of leveraging. Leveraging investments, by purchasing
securities with borrowed money, is a speculative technique that increases investment risk while increasing investment opportunity. Such borrowing may make the Funds’ NAV more volatile than funds that do not borrow for investment purposes because
leverage magnifies changes in the Fund’s NAV and on the Fund’s investments. Although the principal of borrowings will be fixed, the Funds’ assets may change in value during the time the borrowing is outstanding. Leverage also creates interest
expenses for the Fund. To the extent the income derived from securities purchased with borrowed funds exceeds the interest the Funds will have to pay, the Funds’ net income will be greater than it would be if leverage were not used. Conversely, if
the income from the assets obtained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of the Funds will be less than it would be if leverage were not used, and therefore the amount available for distribution to
shareholders as dividends will be reduced. The use of derivatives in connection with leverage creates the potential for significant loss. Any leveraging will comply with the applicable requirements of the 1940 Act.
The Funds may also borrow money to meet redemptions or for other emergency purposes. Such borrowings may be on a secured or unsecured basis at fixed or variable rates of
interest. The 1940 Act requires the Funds to maintain continuous asset coverage of not less than 300% with respect to all borrowings. If such asset coverage should decline to less than 300% due to market fluctuations or other reasons, the Funds
may be required to dispose of some of its portfolio holdings within three days in order to reduce the Funds’ debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to dispose of assets at that
time. The Funds also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit. Either of these requirements would increase the cost of borrowing over
the stated interest rate.
Portfolio Turnover. Portfolio turnover is a ratio that indicates how often the securities in a mutual fund’s portfolio change during a
year’s time. Higher numbers indicate a greater number of changes, and lower numbers indicate a smaller number of changes. The Funds may sell portfolio securities without regard to the length of time they have been held in order to take advantage
of new investment opportunities or changing market conditions. Since portfolio turnover may involve paying brokerage commissions and other transaction costs, there could be additional expenses for the Funds. High rates of portfolio turnover could
lower performance of the Funds due to increased costs and may also result in the realization of capital gains. If the Funds realizes capital gains when they sell portfolio investments, they must generally distribute those gains to shareholders,
increasing their taxable distributions.
Temporary Defensive Positions. The Fund may, from time to time, take temporary defensive positions that are inconsistent with the
Fund’s principal investment strategies in an attempt to respond to adverse market, economic, political, or other conditions. During such an unusual set of circumstances, the Fund may hold up to 100% of its portfolios in cash or cash equivalent
positions (e.g., money market securities, U.S. Government securities, and/or similar securities). When the Fund takes a temporary defensive position, the Fund may not be able to achieve its investment objective.
Information Regarding the Fund’s Non-Principal Strategies and Risks
Exchange Traded Funds. ETFs are traded on a securities exchange based on their market value. An investment in an ETF generally
presents the same primary risks as an investment in a conventional registered investment company (i.e., one that is not exchange traded). In addition, all ETFs will have costs and expenses that will be passed on to the Funds, which will in turn
increase the Funds’ expenses. ETFs are also subject to the following risks that often do not apply to conventional investment companies: (i) the market price of the ETF’s shares may trade at a discount to the ETF’s net asset value, and as a result,
ETFs may experience more price volatility than other types of portfolio investments and which could negatively impact the Funds’ net asset values; (ii) an active trading market for an ETF’s shares may not develop or be maintained at a sufficient
volume; (iii) trading of an ETF’s shares may be halted if the listing exchange deems such action appropriate; and (iv) ETF shares may be delisted from the exchange on which they trade, or “circuit breakers” (which are tied to large decreases in
stock prices used by the exchange) may temporarily halt trading in the ETF’s stock. ETFs are also subject to the risks of the underlying securities the ETF holds. Finally, there may be legal limitations and other conditions imposed by rules of
the SEC on the amount of the ETF shares that the Funds may acquire.
8
Equity Securities. The equity portion of the Funds’ portfolio may be comprised of common stocks traded on domestic securities
exchanges or on the over-the-counter market. In addition to common stocks, the equity portion of the Funds’ portfolio may also include preferred stocks, convertible preferred stocks, and convertible bonds. Prices of equity securities in which the
Funds invest (either directly or indirectly through the Funds’ investment in shares of other investment companies) may fluctuate in response to many factors, including, but not limited to, the activities of the individual companies whose securities
the Funds own, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject the Funds to potential losses. In addition, regardless of any one company’s prospects, a declining stock market
may produce a decline in prices for all equity securities, which could also result in losses for the Funds. Market declines may continue for an indefinite period, and investors should understand that during temporary or extended bear markets, the
value of equity securities will decline.
Options. While the Funds generally hold put and call options indirectly through the holdings of the funds
in which they invest, the Fund may also purchase and write put and call options on securities directly. The purchase and writing of options involves certain risks. During the option period, a call writer that holds the underlying security has, in
return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the
price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot affect a
closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by a fund is not sold when it has remaining value, and if the
market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, a fund will lose its entire investment in the option.
Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no
assurance that a liquid market will exist when a fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options market, a fund may be unable to close out a position. To the extent that a
fund invests in options, such fund will comply with the applicable requirements of the 1940 Act and the guidance of no-action letters issued by the SEC, including Investment Company Act Release No. 10666 (Apr.
18, 1979).
Futures Contracts. While the Funds do not intend to invest in futures directly, they may indirectly hold futures through the holdings
of the funds in which they invests. A futures contract is a bilateral agreement to buy or sell a security (or deliver a cash settlement price, in the case of a contract relating to an index or otherwise not
calling for physical delivery at the end of trading in the contracts) for a set price in the future. Futures contracts are designated by boards of trade that have been designated “contracts markets” by the Commodities Futures Trading Commission
(CFTC). No purchase price is paid or received when the contract is entered into. Instead, a fund, upon entering into a futures contract (and to maintain a fund’s open positions in futures contracts), would be required to deposit with its
custodian in a segregated account in the name of the futures broker an amount of cash, U.S. Government securities, suitable money market instruments, or liquid, high-grade debt securities, known as “initial margin.” The margin required for a
particular futures contract is set by the exchange on which the contract is traded and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margin
that may range upward from less than 5% of the value of the contract being traded. By using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to
accomplish certain results more quickly and with lower transaction costs.
If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) such that the loss on the futures contract
reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract such
that the margin deposit exceeds the required margin, the broker will pay the excess to a fund. These subsequent payments, called “variation margin,” to and from the futures broker, are made on a daily basis as the price of the underlying assets
fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” A fund is expected to earn interest income on initial and variation margin deposits.
A fund will incur brokerage fees when it purchases and sells futures contracts. Positions taken in the futures markets are not normally held until delivery or cash settlement
is required but are instead liquidated through offsetting transactions that may result in a gain or a loss. While futures positions taken by a fund will usually be liquidated in this manner, a fund may instead make or take delivery of underlying
securities whenever it appears economically advantageous for a fund to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that as between the
clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.
9
In addition to the margin restrictions discussed above, transactions in futures contracts may involve the segregation of Funds pursuant to requirements imposed by the SEC.
Under those requirements, where a fund has a long position in a futures contract, it may be required to establish a segregated account (not with a futures commission merchant or broker) containing cash or certain liquid assets equal to the purchase
price of the contract (less any margin on deposit). However, segregation of assets is not required if a fund “covers” a long position. For a short position in futures or forward contracts held by a fund, those requirements may mandate the
establishment of a segregated account (not with a futures commission merchant or broker) with cash or certain liquid assets that, when added to the amounts deposited as margin, equal the market value of the instruments underlying the futures
contracts (but are not less than the price at which the short positions were established).
Short Sales. While the Funds do not intend to engage in short sales directly, the funds in which they invest may engage in short
sales. A short sale is a transaction in which a party sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline. When a party
makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security. The party is required to make a margin deposit in connection with such short sales;
the party may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time the party covers the short position, the party will incur a loss; conversely,
if the price declines, the party will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation
between movements in the price of the security sold short and the securities being hedged.
If a party does sell “short”, the party will comply with current guidance from the staff of the SEC regarding asset coverage requirements, including Investment Company Act
Release No. 10666 (Apr. 18, 1979). In particular, the party will take measures to ensure its obligation to purchase the security in the future will be met, including (i) holding the security sold short; (ii) holding an offsetting call option (one
with a strike price that is the same or lower than the price at which the security was sold short); or (iii) segregating liquid assets (which can be cash, U.S. Government securities, and other liquid debt or equity securities) on the party’s books
or in a segregated account at the party’s custodian in an amount sufficient to cover the current value of the securities to be replaced as well as any dividends, interest, and transaction costs due to the broker-dealer lender. In determining the
amount to be segregated, any securities that have been sold short by the party will be marked to market daily. To the extent the market price of the securities sold short increases and more assets are required to meet the party’s short sale
obligations, additional assets will be segregated to ensure adequate coverage of the party’s short position obligations. If the party does not have the assets to cover a short sale, then the party’s potential losses on the short will be unlimited
because the security’s price may appreciate indefinitely.
Swaps. While the Funds do not intend to invest in swaps directly, they may indirectly hold swaps through the holdings of the funds in
which they invest. Swaps may include currency, equity, interest rate, index and other swaps, which involve the exchange by an investor with another party of their respective commitments, in an attempt to obtain a particular return when it is
considered desirable to do so, possibly at a lower cost than if a fund had invested directly in the asset that yielded the desired return. In the case of interest rate swaps, an investor may exchange with another party their respective commitments
to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. Use of swaps subjects the investor to risk of default by the counterparties. If there is a default by the counterparty to such a transaction, there
may be contractual remedies pursuant to the agreements related to the transaction although contractual remedies may not be sufficient in the event that the counterparty to the transaction is insolvent. The swap market has grown substantially in
recent years with a large number of banks and investment banking firms acting both as principals and agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for
other similar instruments which are traded in the interbank market. An investor may also enter into currency swaps or other swaps which are similar to interest rate swaps but may be surrogates for other instruments such as currency forwards or
options.
10
Forward Commitment and When-Issued Securities. While the Funds do not intend to purchase securities on a when-issued basis for
settlement at a future date directly, they may indirectly engage in such transactions through the holdings of the funds in which they invest. A Fund may purchase securities on a when-issued basis or for settlement at a future date if a fund holds
sufficient assets to meet the purchase price. In such purchase transactions, a Fund will not accrue interest on the purchased security until the actual settlement. Similarly, if a security is sold for a forward date, a fund will accrue the
interest until the settlement of the sale. When-issued security purchases and forward commitments have a higher degree of risk of price movement before settlement due to the extended time period between the execution and settlement of the purchase
or sale. As a result, the exposure to the counterparty of the purchase or sale is increased. Although a Fund would generally purchase securities on a forward commitment or when-issued basis with the intention of taking delivery, a Fund may sell
such a security prior to the settlement date if the Advisor feels such action is appropriate. In such a case, a fund could incur a short-term gain or loss.
Repurchase Agreements. While the Funds do not intend to enter into repurchase agreements directly, they may indirectly engage in such
transactions through the holdings of the funds in which they invest. A repurchase transaction occurs when an investor purchases a security (normally a U.S. Treasury obligation), and then resells it to the vendor (normally a member bank of the
Federal Reserve or a registered government securities dealer) and is required to deliver the security (and/or securities substituted for them under the repurchase agreement) to the vendor on an agreed upon date in the future. The repurchase
price exceeds the purchase price by an amount which reflects an agreed upon market interest rate effective for the period of time during which the repurchase agreement is in effect. Delivery pursuant to the resale normally will occur within one
to seven days of the purchase. Repurchase agreements are considered “loans” under the 1940 Act, collateralized by the underlying security. The Trust has implemented procedures to monitor on a continuous basis the value of the collateral serving
as security for repurchase obligations. The Advisor will consider the creditworthiness of the vendor. If the vendor fails to pay the agreed upon resale price on the delivery date, a fund will retain or attempt to dispose of the collateral. A
fund’s risk is that such default may include any decline in value of the collateral to an amount which is less than 100% of the repurchase price, any costs of disposing of such collateral, and any loss resulting from any delay in foreclosing on
the collateral. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities.
Reverse Repurchase Agreements. A reverse repurchase agreement has the characteristics of a secured borrowing
and creates leverage. In a reverse repurchase transaction, a fund sells a portfolio instrument to another person, such as a financial institution or broker/dealer, in return for cash. At the same time, a fund agrees to repurchase the instrument
at an agreed-upon time and at a price that is greater than the amount of cash that the fund received when it sold the instrument, representing the equivalent of an interest payment by the fund for the use of the cash. During the term of the
transaction, a fund will continue to receive any principal and interest payments (or the equivalent thereof) on the underlying instruments.
A fund may engage in reverse repurchase agreements as a means of raising cash to satisfy redemption requests or for other temporary or emergency purposes or
in order to raise additional cash to be invested by the fund’s portfolio managers in other securities or instruments in an effort to increase the fund’s investment returns.
During the term of the transaction, a fund will remain at risk for any fluctuations in the market value of the instruments subject to the reverse repurchase
agreement as if it had not entered into the transaction. When a fund reinvests the proceeds of a reverse repurchase agreement in other securities, the fund will bear the risk that the market value of the securities in which the proceeds are
invested goes down and is insufficient to satisfy the fund’s obligations under the reverse repurchase agreement. Like other leveraging risks, this makes the value of an investment in a fund more volatile and increases the fund’s overall
investment exposure. This could also result in the fund having to dispose of investments at inopportune times and at disadvantageous amounts. In addition, if a fund’s return on its investment of the proceeds of the reverse repurchase agreement
does not equal or exceed the implied interest that it is obligated to pay under the reverse repurchase agreement, engaging in the transaction will lower the fund’s return.
When a fund enters into a reverse repurchase agreement, it is subject to the risk that the buyer under the agreement may file for bankruptcy, become
insolvent, or otherwise default on its obligations to the fund. In the event of a default by the counterparty, there may be delays, costs and risks of loss involved in a fund’s exercising its rights under the agreement, or those rights may be
limited by other contractual agreements or obligations or by applicable law.
In addition, a fund may be unable to sell the instruments subject to the reverse repurchase agreement at a time when it would be advantageous to do so, or may be required to
liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to its obligations under a reverse repurchase agreement. This could adversely affect a fund’s strategy and result in
losses.
Rule 18f-4 under the 1940 Act permits a fund to enter into reverse repurchase agreements and similar financing transactions (e.g., recourse and non-recourse
tender option bonds, borrowed bonds) notwithstanding the limitation on the issuance of senior securities in Section 18 of the 1940 Act, provided that the fund either (i) complies with the 300% asset coverage ratio with respect to such
transactions and any other borrowings in the aggregate, or (ii) treats such transactions as “derivatives transactions” under Rule 18f-4.
11
Illiquid Investments. The Funds may invest up to 15% of net assets in illiquid securities, which are investments that the Fund
reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. This restriction is not limited to the time of
purchase. Under the supervision of the Board of Trustees of the Trust (the “Board” or “Trustees”), the Advisor determines the liquidity of the Funds’ investments, and through reports from the Advisor, the Trustees monitor investments in illiquid
instruments. In determining the liquidity of the Funds’ investments, the Advisor may consider various factors including (i) the frequency of trades and quotations; (ii) the number of dealers and prospective purchasers in the marketplace; (iii)
dealer undertakings to make a market; (iv) the nature of the security (including any demand or tender features); and (v) the nature of the marketplace for trades (including the ability to assign or offset the Funds’ rights and obligations relating
to the investment). If through a change in values, net assets, or other circumstances, the Funds were in a position where more than 15% of their net assets were invested in illiquid securities, they would seek to take appropriate steps to protect
liquidity. Investment in illiquid securities poses risks of potential delays in resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and the Funds may be unable to
dispose of illiquid securities promptly or at reasonable prices.
Restricted Securities. Within its limitation on investment in illiquid securities, the Funds may purchase restricted securities that
generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the federal securities laws, or in a registered public offering. Where registration is required, the Funds may be obligated to pay all or
part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Funds may be permitted to sell a security under an effective registration statement. If during such a period
adverse market conditions were to develop, the Funds might obtain a less favorable price than prevailed when it decided to seek registration of the security. Restricted securities that can be offered and sold to qualified institutional buyers under
Rule 144A of the Securities Act of 1933 and are determined to be liquid under guidelines adopted by and subject to the supervision of the Trustees are not subject to the limitations on illiquid securities.
Lending of Portfolio Securities. In order to generate additional income, the Funds may lend portfolio securities in an amount up to
33% of total fund assets to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities which the Advisor has determined are creditworthy under guidelines established by the Board of Trustees. In determining
whether the Funds will lend securities, the Advisor will consider all relevant facts and circumstances. The Funds may not lend securities to any company affiliated with the Advisor. Each loan of securities will be collateralized by cash, U.S.
Government securities, or standby letters of credit not issued by the Funds’ bank lending agent. The Funds might experience a loss if the borrower defaults on the loan.
The borrower at all times during the loan must maintain with the Funds cash or cash equivalent collateral. While the loan is outstanding, the borrower will pay the Funds any
interest paid on the loaned securities, and the Funds may invest the cash collateral to earn additional income. Alternatively, the Funds may receive an agreed-upon amount of interest income from the borrower who has delivered equivalent collateral.
It is anticipated that the Funds may share with the borrower some of the income received on the collateral for the loan or the Funds will be paid a premium for the loan. Voting rights for loaned securities will typically pass to the borrower, but
the Funds will retain the right to call any security in anticipation of a vote that the Advisor deems material to the security on loan. Loans are subject to termination at the option of the Funds or the borrower at any time. The Funds may pay
reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the income earned on the cash to the borrower or placing broker. As with other extensions of credit, there are risks of delay in recovery or
even loss of rights in the collateral should the borrower fail financially.
Securities lending involves counterparty risk, including the risk that the loaned securities may not be returned or returned in a timely manner and/or a loss of rights in the
collateral if the borrower or the lending agent defaults or fails financially. This risk will be increased if a continuation of the current downturn in the economic conditions in the United States and around the world, particularly the recent
failures of several major financial services firms, causes further declines in the securities markets and/or causes further financial instability in the borrowers or lending agents. This risk is increased when the Funds’ loans are concentrated with
a single or limited number of borrowers. There are no limits on the number of borrowers the Funds may use, and the Funds may lend securities to only one or a small group of borrowers. Mutual funds participating in securities lending bear the risk
of loss in connection with investments of the cash collateral received from the borrowers, which do not trigger additional collateral requirements from the borrower.
12
Temporary Defensive Positions. The Funds may, from time to time, take temporary defensive positions that are inconsistent with the
Funds’ principal investment strategies in an attempt to respond to adverse market, economic, political, or other conditions. During such an unusual set of circumstances, the Funds may hold up to 100% of its portfolios in cash or cash equivalent
positions (e.g., money market securities, U.S. Government securities, and/or similar securities). When the Funds take a temporary defensive position, the Funds may not be able to achieve their investment objective.
Fundamental Investment Restrictions. The following investment restrictions have been adopted by the Board with respect to the Funds.
Except as otherwise stated, these investment restrictions are fundamental policies, which cannot be changed without the approval of the holders of a majority of the outstanding voting securities of the Fund. A vote of a majority of the outstanding
voting securities of the Funds is defined in the 1940 Act as the lesser of (i) 67% or more of the voting securities present at a shareholder meeting if the holder or more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Funds.
As a matter of fundamental policy, the Funds may not:
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(1)
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Issue senior securities, except as permitted by the 1940 Act;
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(2)
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Borrow money, except to the extent permitted under the 1940 Act (including, without limitation, borrowing to meet redemptions). For purposes of this investment
restriction, the entry into options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing;
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(3)
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Pledge, mortgage, or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit of assets in
escrow in connection with writing covered put and call options and the purchase of securities on a when-issued or forward commitment basis and collateral and initial or variation margin arrangements with respect to options, forward
contracts, futures contracts, including those relating to indices, and options on futures contracts or indices;
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(4)
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Act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter under
certain federal securities laws;
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(5)
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Purchase or sell real estate or direct interests in real estate; provided, however, that the Funds may purchase and sell securities which are secured by real estate
and securities of companies that invest or deal in real estate (including, without limitation, investments in real estate investment trusts (“REITs”), mortgage-backed securities, and privately-held real estate funds);
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(6)
|
Invest in commodities, except that the Funds may purchase and sell securities of companies that invest in commodities, options, forward contracts, futures contracts,
including those relating to indices and currencies, and options on futures contracts, indices or currencies;
|
|
(7)
|
Make investments for the purpose of exercising control or management over a portfolio company;
|
|
(8)
|
Make loans, provided that the Funds may lend its portfolio securities in an amount up to 33% of total fund assets, and provided further that, for purposes of this
restriction, investment in U.S. Government obligations, short-term commercial paper, certificates of deposit, and bankers’ acceptances;
|
|
(9)
|
Concentrate its investments. The Funds’ concentration policy limits the aggregate value of holdings of a single industry or group of industries (except U.S.
Government and cash items) to less than 25% of a Fund’s total assets; or
|
|
(10)
|
With respect to 75% of its total assets: (i) purchase 10% or more of the outstanding voting securities of any one issuer; or (ii) purchase securities of any issuer
if, as a result, 5% or more of a Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to investments in (i) cash and cash items; (ii) securities of other registered investment companies; and
(iii) obligations of the United States Government, its agencies, or instrumentalities.
|
13
Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities,
although it does not treat certain transactions as senior securities (“Permitted Senior Securities”), such as certain borrowings, short sales, firm commitment agreements, and standby commitments, with appropriate earmarking or segregation of assets
to cover such obligations.
The Funds are allowed to pledge, mortgage, or hypothecate assets up to the amounts allowable under the 1940 Act, which presently allows the Funds to borrow from any bank
(including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).
With respect to the fundamental policy relating to borrowing money above, the 1940 Act permits a Fund to borrow money in amounts of up to one-third of the Fund’s total
assets from banks for any purpose, and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes (the Fund’s total assets include the amounts being borrowed). To limit the risks attendant to borrowing, the
1940 Act requires the Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means the ratio that the value of the Fund’s total assets (including amounts borrowed), minus liabilities
other than borrowings, bears to the aggregate amount of all borrowings. In accordance with Rule 18f-4 under the 1940 Act, when a Fund engages in reverse repurchase agreements and similar financing transactions, the Fund may either (i) maintain
asset coverage of at least 300% with respect to such transactions and any other borrowings in the aggregate, or (ii) treat such transactions as “derivative transactions” under Rule 18f-4 and comply with Rule 18f-4 with respect to such
transactions.
For purposes of the Funds’ concentration policy, if a Fund invests in one or more investment companies, that Fund will examine the holdings of such investment companies to
ensure that a Fund is not indirectly concentrating its investments in a particular industry. In determining the exposure of a Fund to a particular industry for purposes of the fundamental investment restriction on concentration, tat Fund currently
uses Standard & Poor’s Global Industry Classification Standard (GICS) in order to classify industries.
With respect to the fundamental investment restrictions above (other than those involving Permitted Senior Securities and borrowings), if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction (i.e., percentage limitations are determined at the time of purchase).
The Funds principally invests in unaffiliated closed-end investment companies. Neither the Funds nor the Advisor will have control or influence over the activities of such
investment companies. While other investment companies are subject to certain constraints of the 1940 Act, the investment limitations of the other investment companies in which the Funds invest, with the exception of policies on concentration,
may differ from those of the Funds.
Non-Fundamental Policies. The following investment policies are not fundamental and may be changed without shareholder approval.
The Matisse Discounted Closed-End Fund Strategy has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to
invest, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in discounted closed-end funds.
The Matisse Discounted Bond CEF Strategy has adopted a non-fundamental investment policy in accordance with Rule 35d-1 under the 1940 Act to invest, under
normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in discounted closed-end funds that primarily invest in bonds.
The Funds will look to the underlying closed-end funds’ investment objective and principal investment strategies to determine compliance with Rule 35d-1.
If, subsequent to an investment, the 80% requirement is no longer met, a Fund’s future investments will be made in a manner that will bring the Fund into compliance with this policy.
Each Fund may invest up to 15% of net assets in illiquid investments, which are investments that the Fund reasonably expects cannot be sold or disposed of
in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. This restriction is not limited to the time of purchase.
14
Subject to the policies established by the Board, the Advisor makes decisions with respect to, and places orders for all purchases and sales of portfolio securities for the
Funds. The Advisor shall manage the Funds’ portfolios in accordance with the terms of the investment advisory agreements by and between the Advisor and the Trust on behalf of the Funds (“Advisory Agreements”), which is described in detail under
“Management and Other Service Providers – Investment Advisor.” The Advisor serves as investment advisor for a number of client accounts, including the Funds. Investment decisions for the Fund are made independently from those for any other series
of the Trust, if any, and for any other investment companies and accounts advised or managed by the Advisor.
Brokerage Selection. The Board has adopted, and the Trustees have approved, policies and procedures relating to the direction of
mutual fund portfolio securities transactions to broker-dealers. The Advisor may not give consideration to sales of Shares as a factor in selecting broker-dealers to execute portfolio securities transactions. The Advisor may, however, place
portfolio transactions with broker-dealers that promote or sell the Shares so long as such transactions are done in accordance with the policies and procedures established by the Trustees that are designed to ensure that the selection is based on
the quality of the broker’s execution and not on its sales efforts. In selecting brokers to be used in portfolio transactions, the Advisor’s general guiding principle is to obtain the best overall execution for each trade, which is a combination of
price and execution. With respect to execution, the Advisor considers a number of discretionary factors, including, without limitation, the actual handling of the order, the ability of the broker to settle the trade promptly and accurately, the
financial standing of the broker, the ability of the broker to position stock to facilitate execution, the Advisor’s past experience with similar trades, and other factors that may be unique to a particular order. Recognizing the value of these
discretionary factors, the Advisor may select brokers who charge a brokerage commission that is higher than the lowest commission that might otherwise be available for any given trade.
Under Section 28(e) of the Securities Exchange Act of 1934 and the Advisory Agreement, the Advisor is authorized to pay a brokerage commission in excess of that which another
broker might have charged for effecting the same transaction, in recognition of the value of brokerage and/or research services provided by the broker. The research received by the Advisor may include, without limitation: information on the United
States and other world economies; information on specific industries, groups of securities, individual companies, and political and other relevant news developments affecting markets and specific securities; technical and quantitative information
about markets; analysis of proxy proposals affecting specific companies; accounting and performance systems that allow the Advisor to determine and track investment results; and trading systems that allow the Advisor to interface electronically
with brokerage firms, custodians, and other providers. Research is received in the form of written reports, telephone contacts, personal meetings, research seminars, software programs, and access to computer databases. In some instances, research
products or services received by the Advisor may also be used by the Advisor for functions that are not research related (i.e. not related to the making of investment decisions). Where a research product or service has a mixed use, the Advisor
will make a reasonable allocation according to the use and will pay for the non-research function in cash using its own funds.
The research and investment information services described above make available to the Advisor for its analysis and consideration the views and information of individuals and
research staffs of other securities firms. These services may be useful to the Advisor in connection with advisory clients other than the Funds and not all such services may be useful to the Advisor in connection with the Funds. Although such
information may be a useful supplement to the Advisor’s own investment information in rendering services to the Funds, the value of such research and services is not expected to reduce materially the expenses of the Advisor in the performance of
its services under the Advisory Agreements and will not reduce the management fees payable to the Advisor by the Funds.
The Funds may invest in securities traded in the over-the-counter market. In these cases, the Funds may initiate trades through brokers on an agency basis and pay a
commission in connection with the transaction. The Funds may also effect these transactions by dealing directly with the dealers who make a market in the securities involved, in which case the costs of such transactions would involve dealer spreads
rather than brokerage commissions. With respect to securities traded only in the over-the-counter market, orders will be executed on a principal basis with primary market makers in such securities except where better prices or executions may be
obtained on an agency basis or by dealing with those other than a primary market maker.
The Funds’ fixed income portfolio transactions may be executed through broker-dealers on an agency basis or be principal transactions executed in over the counter markets on a
“net” basis, which may include a dealer mark up. Where possible, the Advisor will deal directly with the broker-dealers who make a market in the securities involved except in those circumstances where better prices and execution are available
elsewhere. Such broker-dealers usually act as principal for their own account.
15
The Funds may participate, if and when practicable, in bidding for the purchase of fund securities directly from an issuer in order to take advantage of the lower purchase
price available to members of a bidding group. The Funds will engage in this practice, however, only when the Advisor, in their sole discretion, believe such practice to be otherwise in the Funds’ interest.
The following shows the aggregate amount of broker commissions paid by each Fund during the three most recent fiscal years, as applicable.
|
Fund
|
2024
|
2023
|
2022
|
|
Matisse Discounted Closed-End Fund Strategy
|
$54,553
|
$31,760
|
$290,726
|
|
Matisse Discounted Bond CEF Strategy
|
$86,040
|
$80,843
|
$35,531
|
1. Inception Date of the Matisse Discounted Bond CEF Strategy is April 30,
2020.
The increase in brokerage commission for the Matisse Discounted Closed-End Fund Strategy for the fiscal year ended March 31, 2024, from the prior fiscal year was due to a slight increase in average fund size and an increase in the number of transaction opportunities (attractive discounts at which to purchase and sell) identified by the Advisor. The increase in brokerage commission for the Matisse Discounted Bond CEF Strategy for the fiscal year ended March 31, 2024, from the prior fiscal year was due to an increase in average fund size. For both funds, per-share commission rates remained approximately the same.
Aggregated Trades. While investment decisions for the Fund are made independently of the Advisor’s other client accounts, the
Advisor’s other client accounts may invest in the same securities as the Funds. To the extent permitted by law, the Advisor may aggregate the securities to be sold or purchased for the Funds with those to be sold or purchased for other investment
companies or accounts in executing transactions. When a purchase or sale of the same security is made at substantially the same time on behalf of the Funds and another investment company or account, the transaction will be averaged as to price and
available investments allocated as to amount in a manner which the Advisor believes to be equitable to the Funds and such other investment company or account. In some instances, this investment procedure may adversely affect the price paid or
received by the Funds or the size of the position obtained or sold by the Funds.
Portfolio Turnover. The annualized portfolio turnover rate for the Funds is calculated by dividing the lesser of purchases or sales of
portfolio securities for the fiscal year by the monthly average value of the portfolio securities owned during the fiscal year. The calculation excludes all securities whose maturities or expiration dates at the time of acquisition are one year or
less. Portfolio turnover of the Funds may vary greatly from year to year as well as within a particular year and may be affected by cash requirements for redemption of Shares and by requirements that enable the Funds to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making fund decisions, and the Funds may engage in short-term trading to achieve its investment objectives. High rates of portfolio turnover could lower the performance of the Funds
due to increased transaction costs and may also result in the realization of short-term capital gains taxed at ordinary income tax rates.
The portfolio turnover rate for each Fund over the last two years, ended March 31, is set forth below.
|
Fund
|
2024
|
2023
|
|
Matisse Discounted Closed-End Fund Strategy
|
54.53%
|
29.50%
|
|
Matisse Discounted Bond CEF Strategy
|
53.67%
|
57.99%
|
DESCRIPTION OF THE TRUST
The Trust, which is a statutory trust organized under Delaware law on May 13, 2009, is an open-end management investment company. The Trust’s Declaration of Trust (“Trust
Instrument”) authorizes the Trustees to divide shares into series, each series relating to a separate portfolio of investments, and to classify and reclassify any unissued shares into one or more classes of shares of each such series. The Trust
currently consists of 8 series. Additional series and/or classes may be created from time to time. The number of shares in each series of the Trust shall be unlimited. When issued for payment as described in the Fund’s Prospectus and this SAI,
Shares will be fully paid and non-assessable and shall have no preemptive or conversion rights. The Trust does not issue share certificates.
In the event of a liquidation or dissolution of the Trust or an individual series, such as the Funds, shareholders of a particular series would be entitled to receive the
assets available for distribution belonging to such series. Shareholders of a series are entitled to participate equally in the net distributable assets of the particular series involved on liquidation, based on the number of shares of the series
that are held by each shareholder. If there are any assets, income, earnings, proceeds, funds, or payments that are not readily identifiable as belonging to any particular series, the Trustees shall allocate them among any one or more of the
series as they, in their sole discretion, deem fair and equitable.
16
Shareholders of all of the series of the Trust, including the Funds, will vote together and not separately on a series-by-series or class-by-class basis, except as otherwise
required by law or when the Trustees determine that the matter to be voted upon affects only the interests of the shareholders of a particular series or class. The Trust has adopted a Rule 18f-3 Multi-class Plan for certain series that contain the
general characteristics of and conditions under which such series may offer multiple classes of Shares. Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an
investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding Shares affected by the matter. A series or class is affected by a matter unless it is
clear that the interests of each series or class in the matter are substantially identical or that the matter does not affect any interest of the series or class. Under Rule 18f-2, the approval of an investment advisory agreement or any change in
a fundamental investment policy would be effectively acted upon with respect to a series only if approved by a majority of the outstanding Shares of such series. However, the rule also provides that the ratification of the appointment of
independent accountants, the approval of principal underwriting contracts, and the election of Trustees may be effectively acted upon by shareholders of the Trust voting together, without regard to a particular series or class. Rights of
shareholders can only be modified by a majority vote.
When used in the Prospectus or this SAI, a “majority” of shareholders means the vote of the lesser of (i) 67% of the shares of the Trust or the applicable series or class
present at a meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy or (ii) more than 50% of the outstanding shares of the Trust or the applicable series or class.
Shareholders are entitled to one vote for each full share and a fractional vote for each fractional share held. Shares have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees, and in this event, the holders of the remaining shares voting will not be able to elect any Trustees.
The Trustees will hold office indefinitely, except that: (i) any Trustee may resign or retire, and (ii) any Trustee may be removed: (a) any time by written instrument signed
by at least two-thirds of the number of Trustees prior to such removal; (b) at any meeting of shareholders of the Trust by a vote of two-thirds of the outstanding shares of the Trust; or (c) by a written declaration signed by shareholders holding
not less than two-thirds of the outstanding shares of the Trust. In case a vacancy on the Board of Trustees shall for any reason exist, the vacancy shall be filled by the affirmative vote of a majority of the remaining Trustees, subject to certain
restrictions under the 1940 Act. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees, and the Trust does not expect to have an annual meeting of shareholders.
The Trust Instrument provides that the Trustees will not be liable in any event in connection with the affairs of the Trust, except as such liability may arise from a
Trustee’s bad faith, willful misfeasance, gross negligence, or reckless disregard of duties. It also provides that all third parties shall look solely to the Trust’s property for satisfaction of claims arising in connection with the affairs of the
Trust. With the exceptions stated, the Trust Instrument provides that a Trustee or officer is entitled to be indemnified against all liability in connection with the affairs of the Trust.
The Trust is governed by the Board, which is responsible for the management and supervision of the Funds. The Trustees meet periodically throughout the year to review
contractual arrangements with companies furnish services to the Funds; review performance of the Advisor and the Funds; and oversee activities of the Funds. This section of the SAI provides
information about the persons who serve as Trustees and officers to the Trust as well as the entities that provide services to the Funds.
Trustees and Officers. Following are the Trustees and officers of the Trust, their age and address, their
present position with the Trust or the Funds, and their principal occupation during the past five years. The Trustees in the following table who are not “interested” persons of the Trust within the meaning of the 1940 Act (“Independent Trustees”)
are indicated as such. The address of each Trustee and officer of the Trust, unless otherwise indicated, is 116 South Franklin Street, Rocky Mount, North Carolina 27804.
17
|
Name and
Date of Birth |
Position
held with Funds or
Trust
|
Length
of Time
Served
|
Principal Occupation
During Past 5
Years
|
Number of Portfolios
in Fund
Complex
Overseen
by Trustee
|
Other Directorships
Held by Trustee During Past 5 Years |
|
Independent Trustees
|
|||||
|
James H. Speed, Jr.
(06/1953) |
Chairman and Independent Trustee
|
Trustee since 7/09, Chair since 5/12
|
Retired Executive/Private Investor
|
8
|
Independent Trustee of the Brown Capital Management Mutual Funds for all its series from 2001 to present, Centaur Mutual Funds Trust for all its
series from 2009 to present, WST Investment Trust for all its series from 2013 to present, and Chesapeake Investment Trust for all its series from 2016 to present (all registered investment companies), and WST Investment Trust for all its
series (all registered investment companies) from 2013 to present. Member of Board of Directors of Communities in Schools of N.C. from 2001 to present. Member of Board of Directors of Investors Title Company from 2010 to present. Member of
Board of Directors of AAA Carolinas/Auto Club Group from 2011 to present. Previously, Independent Trustee of the Hillman Capital Management Trust from 2009 to 2021. Previously, Independent Trustee of the Leeward Investment Trust from 2018
to 2020.
|
|
Theo H. Pitt, Jr.
(04/1936) |
Independent Trustee
|
Since 9/10
|
Senior Partner, Community Financial Institutions Consulting (financial consulting) since 1999.
|
8
|
Independent Trustee of Hillman Capital Management Investment Trust for all its series from 2000 to present,
, Chesapeake Investment Trust for all its series from 2002 to present, World Funds Trust for all its series from 2013 to present, ETF Opportunities Trust for all its series from 2019 to present, and Kingdom Parallel Income Trust for all its
series from 2022 to present (all registered investment companies). Senior Partner of Community Financial Institutions Consulting from 1997 to present. Previously, Independent Trustee of the Leeward Investment Trust from 2011 to 2021.
|
|
J. Buckley Strandberg
(03/1960) |
Independent Trustee
|
Since 7/09
|
President of Standard Insurance and Realty since 1982.
|
8
|
None.
|
|
Name and
Date of Birth |
Position held with
Funds or Trust |
Length
of Time
Served
|
Principal Occupation
During Past 5 Years |
|
Officers
|
|||
|
Katherine M. Honey
(09/1973) |
President and Principal Executive Officer
|
Since 05/15
|
President of The Nottingham Company since 2018.
|
|
Peter McCabe
(09/1972)
|
Treasurer, Principal Accounting Officer, and Principal Financial Officer
|
Since 05/23
|
Chief Operating Officer, The Nottingham Company since 2008.
|
|
Tracie A. Coop
(12/1976) |
Secretary
|
Since 12/19
|
General Counsel, The Nottingham Company since 2019.
|
|
Andrea M. Knoth
(09/1983) |
Chief Compliance Officer
|
Since 06/2022
|
Director of Compliance, The Nottingham Company since 2022. Formerly, Senior Fund Compliance Administrator, Ultimus Fund Solutions from
2019 to 2022.
|
18
Qualification of Trustees. The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual
basis and in combination with those of the other Trustees on the Board lead to the conclusion that the Board possesses the requisite skills and attributes to carry out its oversight responsibilities with respect to the Trust. The Board believes
that its Trustees’ ability to review, critically evaluate, question, and discuss information provided to them, to interact effectively with the Advisor, other service providers, counsel and independent auditors, and to exercise effective business
judgment in the performance of its duties, support this conclusion. The Board also has considered the following experience, qualifications, attributes and/or skills, among others, of its members, as applicable, in reaching its conclusion: (i) such
person’s business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) such person’s ability to work effectively with the other members of
the Board; (iii) how the individual’s skills, experiences, and attributes would contribute to an appropriate mix of relevant skills and experience on the Board; (iv) such person’s character and integrity; (v) such person’s willingness to serve and
willingness and ability to commit the time necessary to perform the duties of a Trustee; and (vi) as to each Trustee his status as an Independent Trustee.
In addition, the following specific experience, qualifications, attributes and/or skills were considered in respect of the listed Trustee.
Mr. Pitt has experience as an investor, including his role as trustee of several other investment companies and business experience as senior partner of a financial consulting
company, as a partner of a real estate partnership and as an account administrator for a money management firm. Mr. Speed also has experience as an investor as trustee of several other investment companies and business experience as president and
chief executive officer of an insurance company and as president of a company in the business of consulting and private investing. Mr. Strandberg also has investment experience as a former trustee of another investment company and business
experience as president of an insurance and property management company.
The Board has determined that each of the Trustees’ careers and background, combined with their interpersonal skills and general understanding of financial and other matters,
enable the Trustees to effectively participate in and contribute to the Board’s functions and oversight of the Trust. References to the qualifications, attributes, and skills of Trustees are pursuant to requirements of the SEC, do not constitute
holding out the Board or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility on any such person or on the Board by reason thereof.
Board Structure. The Board currently consists of three Trustees, all of whom are Independent. Mr. Speed, Jr., serves as the
Independent Chairman of the Board. The Board has established several standing committees: Audit Committee, Nominating Committee, Fair Valuation Committee, Governance Committee, and Qualified Legal Compliance Committee. These standing committees
are comprised entirely of the Independent Trustees. Other information about these standing committees is set forth below. The Board has determined that the Board’s structure is appropriate given the characteristics, size, and operations of the
Trust. The Board also believes that its leadership structure, including its committees, helps facilitate effective oversight of Trust management. The Board reviews its structure annually.
With respect to risk oversight, the Board considers risk management issues as part of its general oversight responsibilities throughout the year. The Board holds four regular
board meetings each year during which the Board receives risk management reports and/or assessments from Trust management, the Funds’ advisor, administrator, transfer agent, and distributor, and receives an annual report from the Trust’s Chief
Compliance Officer (“CCO”). The Audit Committee also meets with the Trust’s independent registered public accounting firm on an annual basis, to discuss among other things, the internal control structure of the Trust’s financial reporting
function. When appropriate, the Board may hold special meeting or communicate directly with Trust management, the CCO, the Trust’s third-party service providers, legal counsel, or independent public accountants to address matters arising between
regular board meeting or needing special attention. In addition, the Board has adopted policies and procedures for the Trust to help detect and prevent and, if necessary, correct violations of federal securities laws.
The Board met six times during the fiscal year ended March 31, 2024.
Trustee Standing Committees. The Trustees have established the following standing committees:
Audit Committee. All of the Independent Trustees are members of the Audit Committee. The Audit Committee oversees the Funds’ accounting and financial reporting
policies and practices, reviews the results of the annual audits of the Funds’ financial statements, and interacts with the Funds’ independent auditors on behalf of all the Trustees. The Audit Committee met ten times during the fiscal year ended
March 31, 2024.
19
Fair Valuation Committee. An Independent Trustee and a representative of the advisor are members of the Fair Valuation Committee. The Fair Valuation Committee oversees
the valuation designee who has the authority to determine the fair value of specific securities under the methods established by the adopted Guidelines for Valuing Portfolio Securities. The Fair Valuation Committee meets only as necessary. The Fair
Valuation Committee did not meet during the fiscal year ended March 31, 2024.
Governance Committee. The Independent Trustees are the current members of the Governance Committee. The Governance Committee assists the Board in adopting fund
governance practices and meeting certain fund governance standards. The Governance Committee also nominates, selects, and appoints Independent Trustees to fill vacancies on the Board of Trustees and to stand for election at meetings of the
shareholders of the Trust. The Governance Committee generally will not consider nominees recommended by shareholders of the Trust. The Governance Committee operates pursuant to a Governance Committee Charter and normally meets annually but
may also meet as often as necessary to carry out its purpose. The Governance Committee met once during the fiscal year ended March 31, 2024.
Qualified Legal Compliance Committee. The Independent Trustees are the current members of the Qualified Legal Compliance Committee. The Qualified Legal Compliance
Committee receives, investigates, and makes recommendations as to appropriate remedial action in connection with any report of evidence of a material violation of securities laws or breach of fiduciary duty or similar violation by the Trust, its
officers, Trustees, or agents. The Qualified Legal Compliance Committee meets only as necessary and met four times during the fiscal year ended March 31, 2024.
Beneficial Equity Ownership Information. The table below sets forth, as of December 31, 2023, the dollar range of equity securities
beneficially owned by each Trustee in the Funds, and the aggregate dollar range of equity securities in the Fund complex.
A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.
|
Name of Trustee
|
Fund
|
Dollar Range of Equity Securities in the Fund
|
Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Trustee in Family of
Investment Companies
|
|
James H. Speed, Jr.
|
Matisse Discounted Closed-End Fund Strategy
|
A
|
|
|
Matisse Discounted Bond CEF Strategy
|
A
|
||
|
A
|
|||
|
Theo H. Pitt, Jr.
|
Matisse Discounted Closed-End Fund Strategy
|
A
|
|
|
Matisse Discounted Bond CEF Strategy
|
A
|
||
|
A
|
|||
|
J. Buckley Strandberg
|
Matisse Discounted Closed-End Fund Strategy
|
A
|
|
|
Matisse Discounted Bond CEF Strategy
|
A
|
||
|
A
|
Ownership of Securities of Advisor, Distributor, or Related Entities. As of December 31, 2023, none of the
Independent Trustees and/or their immediate family members own securities of the Advisor, Capital Investment Group, Inc. (the “Distributor”), or any entity controlling, controlled by, or under common control with the Advisor or Distributor.
Compensation. Officers of the Trust and Trustees who are interested persons of the Trust or the Advisor will receive no salary or fees
from the Trust. Independent Trustees receive $2,400 per series of the Trust each year, and they may receive up to an additional $500 per meeting attended, $200 per committee meeting attended, and $1,000 per special meeting attended. This amount
may be paid pro rata in the event that a series closes during the fiscal year. The Trust reimburses each Trustee and officers of the Trust for his or her travel and other expenses relating to attendance at such meetings. Each of the Trustees serves
as a Trustee to all series of the Trust, including the Fund. During the fiscal year ended March 31, 2024, the Trustees received the amounts set forth in the following table for services to the Fund and the Fund Complex.
20
|
Name of Trustee
|
Aggregate Compensation from Matisse Discounted Closed-End Fund Strategy
|
Aggregate Compensation from Matisse Discounted Bond CEF Strategy
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
|
Estimated Annual Benefits Upon Retirement
|
Total Compensation from Fund and Fund Complex Paid to Trustees
|
|
Theo H. Pitt, Jr.
|
$2,931.65
|
$2,931.65
|
None
|
None
|
$27,200
|
|
James H. Speed, Jr.
|
$2,931.65
|
$2,931.65
|
None
|
None
|
$27,200
|
|
J. Buckley Strandberg
|
$2,931.65
|
$2,931.65
|
None
|
None
|
$27,200
|
Codes of Ethics. The Trust, Advisor, and Distributor each have adopted a code of ethics, as required under Rule 17j-1
of the 1940 Act, which is designed to prevent affiliated persons of the Trust, Advisor, and Distributor from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which securities may also be held by persons subject to each such code of ethics). There can be no assurance that the codes will be effective in preventing such activities. The codes permit
employees and officers of the Trust, Advisor, and Distributor to invest in securities held by the Funds, subject to certain restrictions and pre-approval requirements. In addition, the Advisor’s code requires that portfolio managers and other
investment personnel of the Advisor report their personal securities transactions and holdings, which are reviewed for compliance with the Trust’s and Advisor’s codes of ethics.
Anti-Money Laundering Program. The Trust has adopted an anti-money laundering program, as required by applicable law, which is
designed to prevent the Funds from being used for money laundering or the financing of terrorist activities. The Trust’s CCO is responsible for implementing and monitoring the operations and internal controls of the program. Compliance officers at
certain of the Funds’ service providers are also responsible for monitoring the program. The anti-money laundering program is subject to the continuing oversight of the Trustees.
Proxy Voting Policies. The Trust has adopted a proxy voting and disclosure policy that delegates to the Advisor the authority to vote
proxies for the Funds, subject to oversight by the Board. A copy of the Advisor’s Proxy Voting Policy and Procedures is included as Appendix B to this SAI. No later than August 31st of each year, the Funds will file Form N-PX stating how the
Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30th. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is
available (i) without charge, upon request, by calling the Funds at 1-800-773-3863; and (ii) on the SEC’s website at http://www.sec.gov.
Principal Holders of Voting Securities. As of June 30, 2024, the Trustees and officers of the Trust as a
group owned beneficially (i.e., had direct or indirect voting and/or investment power) none of the then outstanding Shares. As of June 30, 2024, to the Trust’s knowledge, the following shareholders owned of record or beneficially 5% or more of the
outstanding Shares. Shareholders owning 25% or more of outstanding Shares may be in control and may be able to affect the outcome of certain matters presented for a vote of Shareholders.
|
Matisse Discounted Closed-End Fund Strategy
Institutional Class Shares |
||
|
Name and Address of Owner
|
Percentage of Ownership
|
Type of Ownership
|
|
Charles Schwab & Co, Inc.
101 Montgomery Street San Francisco, CA 94104 |
73.23% |
Record1 |
|
Matisse Discounted Bond CEF Strategy
Institutional Class Shares |
||
|
Name and Address of Owner
|
Percentage of Ownership
|
Type of Ownership
|
|
Charles Schwab & Co, Inc.
101 Montgomery Street San Francisco, CA 94104 |
79.06% |
Record1 |
| 1. |
The Fund believes that such entity does not have a beneficial ownership interest in such Shares.
|
21
Investment Advisor. Deschutes Portfolio Strategy, LLC dba Matisse Capital, located at 15350 SW Sequoia Parkway, Suite 260, Portland,
OR 97224 serves as the investment advisor to the Funds pursuant to the investment advisory agreements between the Trust, on behalf of the Funds, and Deschutes Portfolio Strategy, LLC. The Advisor is controlled by Bryn H. Torkelson, as trustee of
The Bryn H. Torkelson and Janice A. Torkelson Revocable Living Trust. Bryn H. Torkelson also serves as president and manager of the Advisor. The Advisor supervises the Funds’ investments pursuant to the Advisory Agreements. The Advisory Agreements
are effective for an initial two-year period and will be renewed thereafter only so long as such renewal and continuance is specifically approved at least annually: (i) by the Board or by vote of a majority of the outstanding voting securities of
the Funds; and (ii) by vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreements are terminable without penalty by the Trust by a vote of the Board or by
vote of a majority of the outstanding voting securities upon 60 calendar days’ written notice or by the Advisor upon 60 calendar days’ written notice. The Advisory Agreements provide that they will terminate automatically in the event of its
“assignment,” as such term is defined in the 1940 Act.
The Advisor manages the Funds’ investments in accordance with the stated policies of the Funds, subject to oversight by the Board. The Advisor is responsible for investment
decisions and provides the Funds with portfolio managers who are authorized to execute purchases and sales of securities.
Under the Advisory Agreements, the Advisor is not liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the performance
of such agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services; or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the
performance of its duties; or from its reckless disregard of its duties and obligations under the Advisory Agreements.
For its investment advisory services to the Funds, the Advisor is paid a management fee by the Funds, based on a percentage of the Funds’ daily net assets, at an annual rate
set forth in the chart below.
The following chart shows the current advisory fee rate for each Fund as of the date of this SAI:
|
Fund |
Advisory Fee Rate
|
|
Matisse Discounted Closed-End Fund Strategy
|
0.95%
|
|
Matisse Discounted Bond CEF Strategy
|
0.65%
|
The following chart shows the total dollar amount that each Fund paid to Deschutes Portfolio Strategy, LLC dba Matisse Capital, during the last three fiscal years.
|
Fund |
Fiscal Year Ended
March 31, 2024
|
Fiscal Year Ended
March 31, 2023
|
Fiscal Year Ended
March 31, 2022
|
|||
|
Advisory
Fees |
Fees
Waived |
Advisory
Fees |
Fees
Waived |
Advisory
Fees |
Fees
Waived |
|
|
Matisse Discounted Closed-End Fund Strategy1
|
$391,599
|
$141,473
|
$383,417
|
$134,954
|
$2,738,443
|
--
|
|
Matisse Discounted Bond CEF Strategy2
|
$296,038
|
$131,808
|
$256,958
|
$103,067
|
$212,673
|
$117,389
|
1. Effective August 1, 2024, the advisory fee payable to the Advisor by the Fund
decreased from 0.99% to 0.95% of the Fund’s average daily net assets. Effective August 1, 2024, the Advisor’s contractual agreement to limit the Fund’s expenses to 1.25% expired and was not renewed.
2. Effective August 1, 2024, the advisory fee payable to the
Advisor by the Fund decreased from 0.70% to 0.65% of the Fund’s average daily net assets. Effective August 1, 2024, the Advisor’s contractual agreement to limit the Fund’s expenses to 0.99% expired and was not renewed.
Portfolio Managers. The Funds’ portfolios will be managed on a day-to-day basis by Bryn Torkelson and Eric Boughton, CFA.
Compensation. The compensation of each member of the portfolio management team varies with the general success of the Advisor as a firm. Compensation consists of a
fixed annual salary, and typically additional remuneration based on the Advisor’s assets under management. Compensation is not directly linked to the Funds’ performance, although positive performance and growth in managed assets are factors that
may contribute to the Advisor’s distributable profits and assets under management.
22
Ownership of Fund Shares. The table below shows the amount of the Funds’ equity securities beneficially owned by each member of the portfolio management team as of
March 31, 2024, and stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; E = $100,001-$500,000; F = $500,001-$1,000,000; and G = over $1,000,000.
|
Portfolio Manager |
Fund |
Dollar Range of
Equity Securities in the Fund |
|
Bryn Torkelson
|
Matisse Discounted Closed-End Fund Strategy
|
G
|
|
Matisse Discounted Bond CEF Strategy
|
F
|
|
|
Eric Boughton
|
Matisse Discounted Closed-End Fund Strategy
|
E
|
|
Matisse Discounted Bond CEF Strategy
|
E
|
Other Accounts. In addition to the Funds, the portfolio management team is
responsible for the day-to-day management of certain other accounts. The table below shows the number of, and total assets in, such other accounts as of March 31, 2024.
|
Portfolio
Management Team |
Registered Investment Companies
|
Other Pooled Investment Vehicles
|
Other Accounts
|
|||
|
Number of Accounts
|
Total Assets
|
Number of Accounts
|
Total Assets
|
Number of Accounts
|
Total Assets
|
|
|
All Accounts
|
||||||
|
Bryn Torkelson
|
0
|
$0
|
1
|
$600,000
|
36
|
$327.3M
|
|
Eric Boughton
|
0
|
$0
|
0
|
$0
|
1
|
$27.4M
|
|
Accounts with Performance-Based Advisory Fee
|
||||||
|
Bryn Torkelson
|
0
|
$0
|
0
|
$0
|
0
|
$0
|
|
Eric Boughton
|
0
|
$0
|
0
|
$0
|
0
|
$0
|
Conflicts of Interests. The management of “other accounts” by the portfolio management team may give rise to potential conflicts of interest in
connection with their management of the Funds’ investments, on the one hand, and the investments of the other accounts, on the other. The other accounts consist of separately managed private clients (“Other Accounts”). The Other Accounts might have
similar investment objectives as the Funds, be compared to the same index as the Funds, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Funds.
Knowledge of the Timing and Size of Fund Trades: A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day
management of the Funds. The portfolio manager knows the size and timing of trades for the Funds and the Other Accounts and may be able to predict the market impact of fund trades. It is theoretically possible that the portfolio manager could use
this information to the advantage of Other Accounts it manages and to the possible detriment of the Funds, or vice versa.
Investment Opportunities: The Advisor provides investment supervisory services for a number of investment products that have varying investment
guidelines. The portfolio manager works across different investment products. Differences in the compensation structures of the Advisor’s investment products may give rise to a conflict of interest by creating an incentive for the Advisor to
allocate the investment opportunities it believes might be the most profitable to the client accounts where it might benefit the most from the investment gains.
Administrator. The Trust has entered into the Fund Accounting and Administration Agreement with The Nottingham Company
(“Administrator”), located at 116 South Franklin Street, Rocky Mount, North Carolina 27804. The Administrator assists the Trust in the performance of its administrative responsibilities to the Funds, coordinates and pays for the services of each
vendor and the operating expense to the Funds, and provides the Funds with certain administrative, fund accounting, and compliance services.
The following shows the total dollar amounts that each Fund paid to the Administrator for the last three fiscal years:
|
Fund
|
2024
|
2023
|
2022
|
|
Matisse Discounted Closed-End Fund Strategy
|
$50,844
|
$78,427
|
$245,393
|
|
Matisse Discounted Bond CEF Strategy
|
$51,114
|
$76,034
|
$34,765
|
*Fund’s inception date is April 30, 2020.
23
Transfer Agent. The Trust has entered into a Dividend Disbursing and Transfer Agent Agreement with Nottingham Shareholder Services,
LLC (“Transfer Agent”), a North Carolina limited liability company, to serve as transfer, dividend paying, and shareholder servicing agent for the Funds. The address of the Transfer Agent is 116 South Franklin Street, Post Office Box 4365, Rocky
Mount, North Carolina 27803-0365.
Distributor. The Funds will conduct a continuous offering of their securities. Capital Investment Group, Inc. (“Distributor”), located
at 100 E Six Forks Road, Suite 200, Raleigh, North Carolina 27609, acts as the underwriter and distributor of Shares for the purpose of facilitating the registration of Shares under state securities laws and assisting in sales of Shares pursuant to
a distribution agreement (“Distribution Agreement”) between the Trust, on behalf of the Funds, and the Distributor. In this regard, the Distributor has agreed at its own expense to qualify as a broker-dealer under all applicable federal or state
laws in those states that the Funds shall from time to time identify to the Distributor as states in which the Funds wish to offer their Shares for sale, in order that state registrations may be maintained for the Funds. The Distributor is a
broker-dealer registered with the SEC and a member in good standing of the FINRA. The Distributor is entitled to receive an annual fee of $6,500 for performing certain recordkeeping, communication, and other administrative services for the Funds.
Such administrative services shall include, but are not limited to, the following: (i) maintaining records with respect to submissions to the FINRA, dealer discounts and brokerage fees and commissions, and selling agreements; (ii) maintaining an
account with the National Securities Clearing Corporation’s Fund/SERV System for the purpose of processing account registrations, maintaining accounts, and communicating transaction data; (iii) preparing reports for the Board as shall be reasonably
requested from time to time; and (iv) performing other services for the Trust as agreed to by the Distributor and the Trust from time to time. The Distributor and Trust agree that the services described above are of an administrative nature and
such services, as well as the fee provided in connection therewith, are not, nor are they intended to be, payment for marketing and/or distribution services related to, or the promotion of, the sale of the Shares. The Distribution Agreement may be
terminated by either party upon 60-days’ prior written notice to the other party and will terminate automatically in the event of its assignment. The Distributor serves as exclusive agent for the distribution of the Shares.
The Distributor for the Funds received the following commissions and other compensation during the fiscal year ended March 31, 2024:
|
Fund |
Net Underwriting
Discounts and Commissions |
Compensation on Redemptions and Repurchases |
Brokerage Commissions |
Other Compensation |
|
Matisse Discounted Closed-End Fund Strategy
|
$0
|
$0
|
$0
|
$6,500
|
|
Matisse Discounted Bond CEF Strategy
|
$0
|
$0
|
$0
|
$6,500
|
Custodian. UMB Bank, n.a., with its principal place of business located at 1010 Grand Boulevard, Kansas City,
Missouri 64106, serves as custodian for the Funds’ assets. The custodian acts as the depository for the Funds, safekeeps its portfolio securities, collects all income and other payments with respect to portfolio securities, disburses monies at the
Funds’ request, and maintains records in connection with its duties as custodian. For its services, the custodian is entitled to receive a monthly fee from the Administrator based on the average net assets of the Funds plus additional
out-of-pocket and transaction expenses as incurred by the Funds.
Compliance Services Administrator. The Trust has entered into a compliance services arrangement with The
Nottingham Company, located at 116 S. Franklin Street, Rocky Mount, North Carolina 27802. The Trust’s CCO will prepare and update the Trust’s compliance manual and monitor and test compliance with the policies and procedures under the Trust’s
compliance manual.
Independent Registered Public Accounting Firm. Tait, Weller & Baker, LLP located at 20 S 16th
Street, Philadelphia, Pennsylvania, 19102serves as the independent registered public accounting firm for the Funds. The independent registered public accounting firm conducts an annual audit of the Funds’ financial
statements, and prepares the Funds’ federal, state, and excise tax returns. Shareholders will receive annual audited and semi-annual (unaudited) reports when published and written confirmation of all transactions in their account. A copy of the
most recent annual report will accompany the SAI whenever a shareholder or a prospective investor requests it.
Legal Counsel. DLA Piper, LLP serves as legal counsel to the Trust and the Funds.
24
Reference is made to “Purchasing Shares” and “Redeeming Shares” in the Prospectus for more information concerning how to purchase and redeem Shares. The following information
supplements the information regarding share purchases and share redemptions in the Prospectus:
Purchases. Shares are offered and sold on a continuous basis and may be purchased through authorized investment dealers or directly
by contacting the Distributor, or the Funds directly. Selling dealers have the responsibility of transmitting orders promptly to the Funds. The purchase price of Shares is based on the NAV next determined after the order is received, subject to the
order being received by the Funds in good form. NAV is normally determined at the close of regular trading on the NYSE on days the NYSE is open for trading, as described under “Net Asset Value”. The NAV per share of the Funds is not calculated on
days on which the NYSE is closed for holidays. An order received prior to the close of the NYSE will be executed at the price calculated on the date of receipt and an order received after the time regular trading closes on the New York Stock
Exchange will be executed at the price calculated as of that time on the next business day.
The Funds reserve the right in their sole discretion to: (i) suspend the offering of their Shares; (ii) reject purchase orders when in the judgment of management such
rejection is in the best interest of the Funds and their shareholders; and (iii) reduce or waive the minimum for initial and subsequent investments under circumstances where certain economies can be achieved in sales of Shares.
The minimum initial investment in the Funds is $1,000, and the minimum for additional investments is $100 and is subject to change at any time.
Redemptions. The Funds may suspend redemption privileges or postpone the date of payment (i) during any period that the New York Stock
Exchange is closed for other than customary weekend and holiday closings, or that trading on the New York Stock Exchange is restricted as determined by the SEC; (ii) during any period when an emergency exists as defined by the rules of the SEC as a
result of which it is not reasonably practicable for the Funds to dispose of securities owned by it, or to determine fairly the value of its assets; and (iii) for such other periods as the SEC may permit. The Funds may also suspend or postpone the
recordation of the transfer of Shares upon the occurrence of any of the foregoing conditions. Any redemption may be more or less than the shareholder’s cost depending on the market value of the securities held by the Funds. No charge is made by
the Funds for redemptions other than the possible charge for wiring redemption proceeds.
Involuntary Redemptions. In addition to the situations described in the Prospectus under “Redeeming Fund Shares,” the Funds may redeem
Shares involuntarily to reimburse the Funds for any loss sustained by reason of the failure of a shareholder to make full payment for Shares purchased by the shareholder or to collect any charge relating to a transaction effected for the benefit of
a shareholder which is applicable to Shares as provided in the Prospectus from time to time or to close a shareholder’s account if the Funds are unable to verify the shareholder’s identity.
Other Information. If an investor realizes a gain on the redemption, the reinvestment will not affect the amount of any federal
capital gains tax payable on the gain. If an investor realizes a loss on the redemption, the reinvestment may cause some or all of the loss to be disallowed as a tax deduction, depending on the number of Shares purchased by reinvestment and the
period of time that has elapsed after the redemption, although for tax purposes, the amount disallowed is added to the cost of the Shares acquired upon the reinvestment.
SPECIAL SHAREHOLDER SERVICES
The Fund offers the following special shareholder services:
Regular Account. The regular account allows for voluntary investments to be made at any time. Available to individuals, custodians,
corporations, trusts, estates, corporate retirement plans, and others, investors are free to make additions to or withdrawals from their account. When an investor makes an initial investment in the Funds, a shareholder account is opened in
accordance with the investor’s registration instructions. Each time there is a transaction in a shareholder account, such as an additional investment or the reinvestment of a dividend or distribution, the shareholder will receive a confirm-ation
statement showing the current transaction and all prior transactions in the shareholder account during the calendar year to date, along with a summary of the status of the account as of the transaction date. As stated in the Prospectus, share
certificates are normally not issued.
25
Automatic Investment Plan. The automatic investment plan enables shareholders to make regular monthly or quarterly investments in
Shares through automatic charges to their checking account. With shareholder authorization and bank approval, the Administrator will automatically charge the checking account for the amount specified ($100 minimum) which will be automatically
invested in Shares at the NAV on or about the 21st day of the month. The shareholder may change the amount of the investment or discontinue the plan at any time by writing to the Funds.
Systematic Withdrawal Plan. Shareholders owning Shares with a value of $5,000 or more may establish a systematic withdrawal plan
(“Systematic Withdrawal Plan”). A shareholder may receive monthly or quarterly payments, in amounts of not less than $100 per payment, by authorizing the Funds to redeem the necessary number of Shares periodically (each month, or quarterly) in
order to make the payments requested. The Funds have the capability of electronically depositing the proceeds of the systematic withdrawal directly to the shareholders personal bank account ($5,000 minimum per bank wire). Instructions for
establishing this service are included in the Shares Application or are available by calling the Funds. If the shareholder prefers to receive his or her systematic withdrawal proceeds in cash, or if such proceeds are less than the $5,000 minimum
for a bank wire, checks will be made payable to the designated recipient and mailed with-in seven days of the valuation date. If the designated recipient is other than the registered shareholder, the signature of each shareholder must be guaranteed
on the application (see “Redeeming Shares – Signature Guarantees” in the Prospectus). A corporation (or partnership) must also submit a “Corporate Resolution” (or “Certification of Partnership”) indi-cat-ing the names, titles, and required number
of signatures auth-orized to act on its behalf. The application must be signed by a duly authori-zed officer and the corporate seal affixed. Costs in conjunction with the administration of the plan are borne by the Funds. Shareholders should be
aware that such systematic withdrawals may deplete or use up entirely their initial investment and may result in real-ized long-term or short-term capital gains or losses. The Systematic Withdrawal Plan may be terminated at any time by the Funds
upon 60-days’ written notice or by a shareholder upon written notice to the Funds. Applications and further details may be obtained by calling the Funds at 1-800-773-3863 or by writing to:
Matisse Funds
[Fund Name]
[Fund Name]
c/o Nottingham Shareholder Services
Post Office Box 4365
Rocky Mount, NC 27803-0365
Purchases In Kind. The Funds may accept securities in lieu of payment for the purchase of Shares. The acceptance of such securities
is at the sole discretion of the Advisor based upon the suitability of the securities accepted for inclusion as a long-term investment of the Funds, the marketability of such securities, and other factors that the Advisor may deem appropriate. If
accepted, the securities will be valued using the same criteria and methods as described in “Purchase and Redemption Price – Determining the Fund’s Net Asset Value” in the Prospectus.
Redemptions In-Kind. The Funds do not intend, under normal circumstances, to redeem their securities by payment in kind. It is
possible, however, that conditions may arise in the future which would, in the opinion of the Trustees, make it undesirable for the Funds to pay for all redemptions in cash. In such case the Trustees may authorize payment to be made in readily
marketable portfolio securities of the Funds. The securities will be chosen by the Funds, may be either pro rata payment of each of the securities held by the Funds or a representative sample of securities, and will be valued at the same value
assigned to them in computing the NAV per share. Shareholders receiving them would incur brokerage costs when these securities are sold. An irrevocable election has been filed under Rule 18f‑1 of the 1940 Act, wherein the Funds committed to pay
redemptions in cash, rather than in kind, to any shareholder of record of the Funds who redeems during any 90-day period, the lesser of (a) $250,000 or (b) one percent (1%) of the Funds’ NAV at the beginning of such period.
Transfer of Registration. To transfer Shares to another owner, send a written request to the Funds at the address shown above. Your
request should include the following: (i) the Fund name and existing account registration; (ii) signatures of the registered owners exactly as the signature appear on the account registration; (iii) the new account registration, address, social
security or taxpayer identification number, and how dividends and capital gains are to be distributed; (iv) signature guarantees (See the Prospectus under the heading “Signature Guarantees”); and (v) any additional documents which are required for
transfer by corporations, administrators, executors, trustees, guardians, etc. If you have any questions about transferring Shares, call or write the Funds.
26
Employees and Affiliates of the Fund. The Funds have adopted initial investment minimums for the purpose of reducing the cost to the
Funds (and consequently to the shareholders) of communicating with and servicing its shareholders. At the discretion of the Advisor, the Funds may allow investments in the Funds with a reduced minimum initial investment from its Trustees, officers,
and employees; the Advisor and certain parties related thereto; including clients of the Advisor or any sponsor, officer, committee member thereof, or the immediate family of any of them. In addition, accounts having the same mailing address may be
aggregated for purposes of the minimum investment if they consent in writing to sharing a single mailing of shareholder reports, proxy statements (but each such shareholder would receive his/her own proxy), and other Fund literature.
The Board has adopted a policy that governs the disclosure of portfolio holdings. This policy is intended to ensure that such disclosure is in the best interests of the
shareholders of the Funds and to address possible conflicts of interest. Under the Funds’ policy, the Funds generally will not disclose the Funds’ portfolio holdings to a third party unless such information is made available to the public. The
policy provides that the Funds may disclose non-public portfolio holdings information as required by law and under other limited circumstances that are set forth in more detail below.
The Funds will generally make portfolio holdings information available to the public at https://fundinfopages.com/MDCEX for the
Matisse Discounted Closed-End Fund Strategy and https://fundinfopages.com/MDFIX for the Matisse Discounted Bond CEF Strategy, including the complete portfolio holdings from the previous day as reported
on a monthly basis. This information is generally available within ten days of the month end and will remain available until the next month’s portfolio holdings report becomes available. You may obtain a copy of these monthly portfolio holdings
reports by calling the Funds at 1-800-773-3863. The Funds will also file these quarterly portfolio holdings reports with the SEC on Form N-CSR or Form N-PORT, as applicable. The Funds’ Form N-CSR and Form N-PORT are available on the SEC’s website
at http://www.sec. The first and third quarter portfolio holdings reports will be filed with the SEC on Form N-Q and the second and fourth fiscal quarter portfolio holdings reports will be included with the semi-annual and annual financial
statements, respectively, which are sent to shareholders and filed with the SEC on Form N-CSR.
To the extent that the Funds’ portfolio holdings have previously been disclosed publicly either through a filing made with the
SEC on Form N-CSR or Form N-PORT, such holdings may also be disclosed to any third party that requests them.
Consistent with policies approved by the Board of Trustees, the officers of the Funds will share non-public portfolio holdings information with the Funds’ service providers
that require such information for legitimate business and Fund oversight purposes. Recipients of non-public portfolio holdings information have a duty not to trade on that confidential information. The Funds have not (and does not intend to) enter
into any arrangement providing for the receipt of compensation or other consideration in exchange for the disclosure of non-public portfolio holdings information, other than the benefits that result to the Funds and their shareholders from
providing such information, which include the publication of Funds’ ratings and rankings.
The Advisor, as well as the custodian, fund accountant and Administrator, and CCO, have full daily access to the Funds’ portfolio holdings. These service providers are subject
to obligations requiring them to keep non-public portfolio holdings information confidential. In some, but not all, cases these confidentiality obligations are established by written agreements. The Board of Trustees has concluded that the
confidentiality obligations in place for these parties are adequate to safeguard the Funds from unauthorized disclosure of non-public portfolio holdings information. In addition, the Advisor has a code of ethics that prohibits covered persons from
disclosing or trading based on non-public portfolio holdings information.
The Funds’ distributor, transfer agent, independent public accountants, and legal counsel have access to the Funds’ portfolio holdings on an ad hoc, as needed basis. The
distributor and transfer agent are subject to written agreements that establish confidentiality obligations with respect to the Funds’ portfolio holdings. The independent public accountants and legal counsel are subject to professional obligations
that require them to keep non-public portfolio holdings information confidential. The Board has concluded that the confidentiality obligations in place for these parties are adequate to safeguard the Funds from unauthorized disclosure of
non-public portfolio holdings information.
Broadridge ICS, V.G. Reed & Sons, PrintGrafix (a division of Sunbelt Graphic Systems, Inc.), Riverside Printing, Inc., and PrinterLink Communications Group, Inc. are
financial printers the Funds may engage for, among other things, the printing and/or distribution of regulatory and compliance documents. These service providers are subject to written agreements that establish confidentiality obligations with
respect to the Funds’ portfolio holdings.
The Funds and their service providers may also provide non-public portfolio holdings information to appropriate regulatory agencies as required by applicable laws and
regulations.
27
The Funds currently do not provide non-public portfolio holdings information to any other third parties. In the future, the Advisor may establish ongoing arrangements with
other third parties if the Advisor determines that the Funds have a legitimate business purpose for doing so, determines that the disclosure is in the shareholders' best interest, and the recipient is subject to a duty of confidentiality. These
parties could include, by way of example, financial data processing companies that provide automated data scanning and monitoring services for the Fund, research companies that allow the Advisor to perform attribution analysis for the Funds; and
the Advisor’s proxy voting agent to assess and vote proxies on behalf of the Funds. The Advisor is responsible for determining which other third parties have a legitimate business purpose for receiving the Fund’s portfolio holdings information.
The Funds’ policy regarding disclosure of portfolio holdings is subject to the continuing oversight and direction of the Board. Oversight includes: (i) review and approval of
the policy on disclosure of portfolio holdings as necessary, including review of the parties receiving non-public portfolio holdings information; (ii) periodic assessment of compliance in connection with a report from the Trust’s CCO, (iii) receipt
of reports on any conflicts of interest where disclosure of information about portfolio holdings may conflict or appear to conflict with the interests of the Funds’ investment advisor, any principal underwriter for the Trust or an affiliated person
of the Trust, and (iv) receipt of reports on any known disclosure of the Funds’ portfolio holdings to unauthorized third parties. The Funds and Advisor are obligated to report issues that arise under the policy on disclosure of portfolio holdings
to the CCO. Material compliance matters must be reported to the Board of Trustees.
The NAV of the Funds is determined at the close of regular trading on the NYSE (normally 4:00 p.m.). The Fund’s NAV is not calculated on the days on which the NYSE is closed.
The NYSE generally recognizes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The days on which
these holidays are observed and any other holiday recognized by the NYSE will be deemed a business holiday on which the NAV of the Funds will not be calculated.
The NAV per share of the Funds is calculated separately by adding the value of the Funds’ securities and other assets belonging to the Funds, subtracting the liabilities
charged to the Funds, and dividing the result by the number of outstanding Shares. “Assets belonging to” the Funds consist of the consideration received upon the issuance of Shares together with all net investment income, realized gains/losses and
proceeds derived from the investment thereof, including any proceeds from the sale of such investments, any funds or payments derived from any reinvestment of such proceeds, and a portion of any general assets of the Trust not belonging to a
particular series of Shares. Assets belonging to the Funds are charged with the direct liabilities of the Funds and with a share of the general liabilities of the Trust, which are normally allocated in proportion to the number of or the relative
NAVs of all of the Trust’s series at the time of allocation or in accordance with other allocation methods approved by the Trustees. Subject to the provisions of the Trust Instrument, determinations by the Trustees as to the direct and allocable
liabilities, and the allocable portion of any general assets, with respect to the Funds and the classes of the Funds are conclusive.
The pricing and valuation of portfolio securities is determined in good faith in accordance with procedures established by, and under the direction of, the Trustees. Values
are determined according to generally accepted accounting practices and all laws and regulations that apply. Using methods approved by the Trustees, the assets of the Funds are valued as follows:
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•
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Securities that are listed on a securities exchange are valued at the last quoted sales price provided by a third-party pricing service at the time the valuation is made. Price
information on listed securities is taken from the exchange where the security is primarily traded by the Funds.
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•
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Securities that are listed on an exchange and which are not traded on the valuation date are valued at the bid price.
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|
•
|
Unlisted securities for which market quotations are readily available are valued at the latest quoted sales price, if available, at the time of valuation, otherwise, at the latest
quoted bid price.
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|
•
|
Foreign securities listed on foreign exchanges are valued with quotations from the primary market in which they are traded and are translated from the local currency into U.S. dollars
using current exchange rates.
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|
•
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Temporary cash investments with maturities of 60 days or less will be valued at amortized cost, which approximates market value.
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|
•
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Securities for which no current quotations are readily available are valued at fair value as determined in good faith using methods approved by the Trustees.
Securities may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair market value of such securities.
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28
The following summarizes certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is
made to present a detailed explanation of the tax treatment of the Funds or their shareholders or any particular category of shareholders. The discussions here and in the Prospectus are not intended as a substitute for careful tax planning and are
based on United States federal income tax laws that are in effect on the date hereof and which may be changed by legislative, judicial, or administrative action. In addition, no attempt is made to address tax concerns
applicable to an investor with a special tax status such as a financial institution, REIT, insurance company, regulated investment company, individual retirement account, other tax-exempt entity, dealer in securities or non-U.S. investor.
Furthermore, this discussion does not reflect possible application of the alternative minimum tax. Unless otherwise noted, this discussion assumes the common shares are held by U.S. persons and that such shares are held as capital assets. Investors
are advised to consult their tax advisors with specific reference to their own tax situations.
The Funds, and any other series of the Trust, will be treated as a separate corporate entity under the Internal Revenue Code of 1986, as amended (“Code”), and intends to
qualify or remain qualified as a regulated investment company under Subchapter M of the Code. In order to so qualify, the Funds must elect to be a regulated investment company or have made such an election for a previous year and must satisfy
certain requirements relating to the amount of distributions and source of its income for a taxable year. At least 90% of the gross income of the Funds must be derived from dividends, interest, payments with respect to securities loans, gains from
the sale or other disposition of stocks, securities, or foreign currencies, and other income derived with respect to the Funds’ business of investing in such stock, securities or currencies and net income derived from an interest in a qualified
publicly traded partnership. Any income derived by the Funds from a partnership (other than a qualified publicly traded partnership) or trust is treated as derived with respect to the Funds’ business of investing in stock, securities, or
currencies only to the extent that such income is attributable to items of income that would have been qualifying income if realized by the Funds in the same manner as by the partnership or trust.
An investment company may not qualify as a regulated investment company for any taxable year unless it satisfies certain requirements with respect to the diversification of
its investments at the close of each quarter of the taxable year. In general, at least 50% of the value of its total assets must be represented by cash, cash items, government securities, securities of other regulated investment companies, and
other securities which, with respect to any one issuer, do not represent more than 5% of the total assets of the Funds or more than 10% of the outstanding voting securities of such issuer. In addition, not more than 25% of the value of the Funds’
total assets may be invested in (i) the securities (other than government securities or the securities of other regulated investment companies) of any one issuer; (ii) the securities of two or more issuers (other than securities of another
regulated investment company) if the issuers are controlled by the Funds and they are, pursuant to Internal Revenue Service Regulations, engaged in the same or similar or related trades or businesses; or (iii) the securities of one or more publicly
traded partnerships. The Funds intend to satisfy all requirements on an ongoing basis for continued qualification as a regulated investment company.
Some, but not all, of the dividends paid by the Funds may be taxable at the reduced long-term capital gains tax rate for individual shareholders. If the Funds designate a
dividend as qualified dividend income, it generally will be taxable to individual shareholders at the long-term capital gains tax rate, provided certain holding period requirements are met.
Taxable dividends paid by the Funds to corporate shareholders will be taxed at corporate income tax rates. Corporate shareholders may be entitled to a dividends received
deduction (“DRD”) for a portion of the dividends paid and designated by the Funds as qualifying for the DRD.
If the Funds designate a dividend as a capital gains distribution, it generally will be taxable to shareholders as long-term capital gains, regardless of how long the
shareholders have held their Shares or whether they received in cash or reinvested in additional Shares. All taxable dividends paid by the Funds other than those designated as qualified dividend income or capital gains distributions will be
taxable as ordinary income to shareholders, whether received in cash or reinvested in additional Shares. To the extent the Funds engage in increased portfolio turnover, short-term capital gains may be realized, and any distribution resulting from
such gains will be considered ordinary income for federal tax purposes. The Funds’ net realized capital gains from securities transactions will be distributed only after reducing such gains by the amount of any available capital loss carryforwards.
Capital losses may be carried forward indefinitely and retain the character of the original loss. Capital loss carryforwards are available to offset future realized capital gains. To the extent that these carryforwards are used to offset future
capital gains it is probable that the amount offset will not be distributed to shareholders. As of March 31, 2024, the Funds had the following capital loss carryforwards.
29
|
Fund |
Short-Term Capital Loss Carryforward
|
Long-Term Capital Loss Carryforward
|
Total |
|
Matisse Discounted Bond CEF Strategy
|
$0
|
$2,733,194
|
$2,733,194
|
|
Matisse Discounted Closed-End Fund Strategy
|
$0
|
$2,273,077
|
$2,273,077
|
Certain individuals, estates, and trusts must pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends, and proceeds of
sale in respect of securities like the Shares, subject to certain exceptions. Prospective investors should consult with their own tax advisors regarding the effect, if any, of this surtax on their ownership and disposition of the Shares.
Shareholders who hold Shares in a tax-deferred account, such as a retirement plan, generally will not have to pay tax on Fund distributions until they receive distributions
from their account.
The Funds, and any other series of the Trust, will designate (i) any dividend of qualified dividend income as qualified dividend income; (ii) any distribution of long-term
capital gains as a capital gain dividend; and (iii) any dividend eligible for the corporate DRD as such in a written notice mailed to shareholders within 60 days after the close of the Funds’ taxable year. Shareholders should note that, upon the
sale or exchange of Shares, if such Shares have not been held for at least six months, any loss on the sale or exchange of those Shares will be treated as long-term capital loss to the extent of the capital gain dividends received with respect to
the Shares.
To the extent that a distribution from the Funds is taxable, it is generally included in a shareholder’s gross income for the taxable year in which the shareholder receives
the distribution. However, if the Fund declares a dividend in October, November, or December but pays it in January, it will be taxable to shareholders as if the dividend was received in the year it was declared. Every year, each shareholder will
receive a statement detailing the tax status of any Fund distributions for that year.
A 4% nondeductible excise tax is imposed on regulated investment companies that fail to currently distribute an amount equal to specified percentages of their ordinary taxable
income and capital gain net income (excess of capital gains over capital losses). The Funds intend to make sufficient distributions or deemed distributions of its ordinary taxable income and any capital gain net income prior to the end of each
calendar year to avoid liability for this excise tax.
If for any taxable year the Funds do not qualify for the special federal income tax treatment afforded regulated investment companies, all of its taxable income will be
subject to federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) at the Fund level. In such event, dividend distributions (whether or not derived from interest on tax-exempt securities) would
be taxable as qualified dividends to individual shareholders, to the extent of the Funds’ current and accumulated earnings and profits, and would be eligible for the DRD for corporations, provided in each case that certain holding period and other requirements are met.
In general, a shareholder who sells or redeems Shares will realize a capital gain or loss, which will be long-term or short-term, depending upon the shareholder’s holding
period for the Shares. An exchange of Shares may be treated as a sale and any gain may be subject to tax.
The Funds will be required in certain cases to withhold and remit to the U.S. Treasury a percentage of taxable dividends or of gross proceeds realized upon sale paid to
shareholders who (i) have failed to provide a correct taxpayer identification number in the manner required; (ii) are subject to back-up withholding by the Internal Revenue Service for failure to include properly on their return payments of taxable
interest or dividends; or (iii) have failed to certify to the Funds that they are not subject to backup withholding when required to do so. Back-up withholding is not an additional tax. Any amounts withheld from payments to you may be refunded or
credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service.
Depending upon the extent of the Funds’ activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located, or
in which it is otherwise deemed to be conducting business, the Funds may be subject to the tax laws of such states or localities. In addition, in those states and localities that have income tax laws, the treatment of the Funds and their
shareholders under such laws may differ from their treatment under federal income tax laws.
30
Dividends paid by the Funds to non-U.S. shareholders may be subject to U.S. withholding tax unless reduced by treaty (and the shareholder files a valid Internal Revenue
Service Form W-8BEN, or other applicable form, with the Funds certifying foreign status and treaty eligibility) or the non-U.S. shareholder files an Internal Revenue Service Form W-8ECI, or other applicable form, with the Funds certifying that the
investment to which the distribution relates is effectively connected to a United States trade or business of such non-U.S. shareholder (and, if certain tax treaties apply, is attributable to a United States permanent establishment maintained by
such non-U.S. shareholder). The Funds may elect not to withhold the applicable withholding tax on any distribution representing a capital gain dividend to a non-U.S. shareholder. Special rules may apply to non-U.S. shareholders with respect to the
information reporting requirements and withholding taxes and non-U.S. shareholders should consult their tax advisors with respect to the application of such reporting requirements and withholding taxes.
The Funds will send shareholders information each year on the tax status of dividends and distributions. A dividend or capital gains distribu-tion paid shortly after Shares
have been purchased, although in effect a return of investment, is subject to federal income taxa-tion. Dividends from net investment income, along with capital gains, will be taxable to shareholders, whether received in cash or Shares and no
matter how long the shareholder has held Shares, even if they reduce the NAV of Shares below the shareholder’s cost and thus, in effect, result in a return of a part of the shareholder’s investment.
The audited financial statements of the Funds for the fiscal year ended March 31, 2024, including the financial highlights appearing in the Annual Report to shareholders, are
incorporated by reference and made a part of this document. You may request a copy of the Funds’ annual and semi-annual reports at no charge by calling the Funds at 1-800-773-3863.
31
The Fund may acquire from time-to-time certain securities that meet the following minimum rating criteria (“Investment-Grade Debt Securities”) (or if not rated, of equivalent
quality as determined by the Advisor). The various ratings used by the nationally recognized securities rating services are described below.
A rating by a rating service represents the service’s opinion as to the credit quality of the security being rated. However, the ratings are general and are not absolute
standards of quality or guarantees as to the creditworthiness of an issuer. Consequently, the Advisor believes that the quality of Investment-Grade Debt Securities in which the Fund may invest should be continuously reviewed and that individual
analysts give different weightings to the various factors involved in credit analysis. A rating is not a recommendation to purchase, sell, or hold a security, because it does not take into account market value or suitability for a particular
investor. When a security has received a rating from more than one service, each rating is evaluated independently. Ratings are based on current information furnished by the issuer or obtained by the rating services from other sources that they
consider reliable. Ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information, or for other reasons.
Standard & Poor’s Ratings Services. The following summarizes the highest four ratings used by Standard & Poor’s Ratings
Services (“S&P”), a division of McGraw-Hill Companies, Inc., for bonds which are deemed to be Investment-Grade Debt Securities by the Advisor:
AAA – This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity of the obligor to meet its financial
commitment on the obligation.
AA – Debt rated AA differs from AAA issues only in a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very
strong.
A – Debt rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated
categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB – Debt 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.
To provide more detailed indications of credit quality, the AA, A, and BBB ratings may be modified by the addition of a plus or minus sign to show relative standing within
these major rating categories.
Bonds rated BB, B, CCC, CC, and C are not considered by the Advisor to be Investment-Grade Debt Securities and are regarded as having significant speculative characteristics.
BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds may have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse
conditions.
Commercial paper rated A‑1 by S&P indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted A‑1+. Capacity for timely payment on commercial paper rated A‑2 is satisfactory, but the relative degree of safety is not as high as for issues designated A‑1.
The rating SP‑1 is the highest rating assigned by S&P to short term notes and indicates strong capacity to pay principal and interest. An issue determined to possess a
very strong capacity to pay debt service is given a plus (+) designation. The rating SP‑2 indicates a satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the
notes. The rating SP-3 indicates a speculative capacity to pay principal and interest.
Moody’s Investor Service, Inc. The following summarizes the highest four ratings used by Moody’s Investors Service, Inc. (“Moody’s”)
for fixed-income obligations with an original maturity of one year or more, which are deemed to be Investment-Grade Securities by the Advisor:
Aaa – Bond obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa – Bond obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A – Bond obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa – Bond obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative
characteristics.
32
Obligations that are rated Ba, B, Caa, Ca, or C by Moody’s are not considered “Investment-Grade Debt Securities” by the Advisor. Obligations rated Ba are judged to have
speculative elements and are subject to substantial credit risk. Obligations rated B are considered speculative and are subject to high credit risk. Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to 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.
Short-Term Ratings.
Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs, or
individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 – Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 – Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 – Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
NP – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor, or
support-provider.
US Municipal Short-Term Debt And Demand Obligation Ratings.
Short-Term Debt Ratings. There are three rating categories for short-term municipal obligations that are considered investment
grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels – MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.
MIG ratings expire at the maturity of the obligation.
MIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or
demonstrated broad-based access to the market for refinancing.
MIG 2 – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely
to be less well-established.
SG – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings. In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or
short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree
of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
33
VMIG rating expirations are a function of each issue’s specific structural or credit features.
VMIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2 – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and
structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does
not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Fitch Ratings. The following summarizes the highest four ratings used by Fitch, Inc. (“Fitch”):
Long-Term Ratings.
AAA – Highest credit quality. The rating AAA denotes that 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. The rating AA denotes 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. The rating A denotes 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 rating.
BBB – Good credit quality. The rating BBB indicates 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.
Long-term securities rated below BBB by Fitch are not considered by the Advisor to be investment-grade securities. Securities rated BB and B are regarded as speculative with
regard to a possible credit risk developing. BB is considered speculative and B is considered highly speculative. Securities rated CCC, CC, and C are regarded as a high default risk. A rating CC indicates that default of some kind appears
probable, while a rating C signals imminent default. Securities rated DDD, D, and D indicate a default has occurred.
Short-Term Ratings.
F1 – Highest credit quality. The rating F1 indicates the strongest capacity for timely payment of financial commitments; may have an added (+) to denote
any exceptionally strong credit feature.
F2 – Good credit quality. The rating F2 indicates a satisfactory capacity for timely payment of financial commitment, but the margin of safety is not as
great as in the case of the higher ratings.
F3 – Fair credit quality. The rating F3 indicates the capacity for timely payment of financial commitments is adequate; however, near-term adverse changes
could result in a reduction to non-investment grade.
B – Speculative. The rating B indicates minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in
financial and economic conditions.
Short-term rates B, C, and D by Fitch are considered by the Advisor to be below investment-grade securities. Short-term securities rated B are considered speculative,
securities rated C have a high default risk, and securities rated D denote actual or imminent payment default.
(+) or (-) suffixes may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to long-term ratings “AAA” category,
categories below “CCC”, or short-term ratings other than “F1”. The suffix “NR” indicates that Fitch does not publicly rate the issuer or issue in question.
34
The following proxy voting policies are provided:
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(1)
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The Advisor’s Proxy Voting and Disclosure Policy, including a detailed description of the Advisor’s specific proxy voting guidelines.
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35
Matisse Capital
Proxy Voting Policy and Procedures
Background: Rule 206(4)-6 under the Investment Advisers Act of 1940 requires a registered investment adviser to maintain written
voting policies and procedures if it exercises voting authority with respect to client securities. These policies and procedures must be reasonably designed to ensure that the investment adviser votes client securities in the best interest of
clients. The procedures must describe how the investment adviser addresses material conflicts that may arise between the interests of the adviser and those of its clients. The rule also requires that an investment adviser describe its proxy
voting policies and procedures, furnish a copy of the policies and procedures to a requesting client, and disclose to clients how they may obtain information about how the investment adviser voted the client's securities.
Sections 20(c) and 20(d) of the Investment Company Act – Prohibition on purchase of securities knowingly resulting in cross-ownership or
circular ownership. When applicable, with respect to the Adviser’s registered investment company clients, no such registered investment company shall purchase any voting security if, to the knowledge of such registered company,
cross-ownership or circular ownership exists, or after such acquisition will exist, between such registered company and the issuer of such security. Cross-ownership shall be deemed to exist between two companies when each of such companies
beneficially owns more than 3% of the outstanding voting securities of the other company. Circular ownership shall be deemed to exist between two companies if such companies are included within a group of three or more companies, each of which:
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beneficially owns more than 3% of the outstanding voting securities of one or more other companies of the group; and
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has more than 3% of its own outstanding voting securities beneficially owned by another company, or by each of two or more other companies, of the group.
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Duty to eliminate existing cross-ownership or circular ownership. If cross-ownership or circular ownership between a registered
investment company and any other company or companies comes into existence upon the purchase by a registered investment company of the securities of another company, it shall be the duty of such registered company, within one year after it first
knows of the existence of such cross-ownership or circular ownership, to eliminate the same.
Policy: Proxy voting is an important right of shareholders, and reasonable care and
diligence must be undertaken to ensure that such rights are properly and timely exercised. For clients for which we have agreed to vote such proxies, we will generally vote proxies related to securities held in our
clients’ portfolios in the best interest of our clients. A client may reserve to itself the right to vote proxies. Our authority to vote the proxies of certain clients is established by advisory contracts or comparable documents.
Reflecting a basic investment philosophy that good management is shareholder focused, proxy votes will generally be cast in support of management on routine corporate matters
and in support of any management proposal that is plainly in the interest of all shareholders. Specifically, proxy votes generally will be cast in favor of proposals that:
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maintain or increase shareholder rights generally.
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maintain or strengthen the shared interests of stockholders and management;
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increase shareholder value; and
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Proxy votes will generally be cast against proposals having the opposite effect of the above interests. Where we perceive that a management proposal, if approved, would tend
to limit or reduce the market value of the company’s securities, we will generally vote against it. We believe that means for ensuring management accountability to shareholders, in the rare cases where the means are threatened, must not be
compromised.
We generally support shareholder rights and recapitalization measures undertaken unilaterally by boards of directors properly exercising their responsibilities and authority,
unless such measures could have the effect of reducing shareholder rights or potential shareholder value.
We believe that proposals addressing strictly social or political issues may not be relevant to the goal of maximizing the return on Funds under our management. We will
generally vote against such proposals, but will consider supporting proposals that seek to protect shareholder rights or minimize risks to shareholder value.
We may delegate our responsibilities under this policy to a third party, provided that we retain final authority and fiduciary responsibility for proxy voting. If we so
delegate our responsibilities, we shall monitor the delegate’s compliance with this policy.
36
Proxies for Mutual Fund Clients. If a client is a mutual fund except as noted below, Matisse Capital will vote the client’s
proxies on any proposal (including the election of directors) in a manner which Matisse Capital reasonably determines is likely to favorably impact the discount of such investment company’s market price as compared to its net asset value. For
example:
-We will generally vote against directors who act in their own interests, or in the management company’s interest, as opposed to the interest of shareholders.
-We will generally vote in favor of any proposal to liquidate or open-end a closed-end fund holding.
-We will generally vote in favor of any proposal to conduct tender offers or share repurchases at discounts to NAV.
-We will generally vote against any proposal that would have the effect of diluting an investment company’s net asset value, even if such a proposal is deemed by the
management company to be beneficial in some other way.
Special Considerations for Fund of Funds. Matisse Capital advises certain mutual funds i.e. Registered Investment Companies (“RICs”),
including “Fund of Funds” that invest in other RICs in excess of the limitations of Sections 12(d)(1)(A), 12(d)(1)(B) and 12(d)(1)(C) of the 1940 Act if such a Fund of Fund is relying on Rule 12d1-4 under the 1940 Act for an exemption from
the limitations above. Rule 12d1-4 provides that when the acquiring fund and its advisory group holds more than 10% of the outstanding voting securities of an acquired fund that is a registered closed-end
management investment company, each of those holders will vote its securities in the same portion as the vote of all other holders of such securities (“Mirror Voting”). Rule 12d1-4 also requires an agreement between the acquiring fund and the
acquired fund. These agreements may include similar Mirror Voting requirements.
In such cases, if an underlying investment of a Fund of Funds has a shareholder meeting or proxy vote, we will vote and/or advise any Fund of Funds to vote its shares
of the underlying investment in the same proportion as the votes of other shareholders of the underlying investment (mirror voting), whenever possible, or contact its shareholders for instructions regarding how to vote the proxy (pass through
voting). This may be achieved through direct agreements with the administrator or investment advisor of the underlying investment, or through a proxy intermediary. In cases where mirror voting and/or pass through voting are not possible or
impractical, we may abstain from voting. Although rare, there is a possibility where Matisse Capital determines a need to vote proxies using pass-through voting instead of mirror voting. However, prior to taking such action, as required, we will
seek and obtain the prior approval of the Board of Directors of any Fund of Funds, and then seek instruction from the shareholders of the Fund of Funds.
Proxy Voting Procedures. To implement our proxy voting policies, we have developed the following procedures for voting proxies:
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Upon receipt of a proxy, the relevant materials and the proxy are submitted to our designated proxy voting manager. The proxy voting manager will then vote
the proxy in accordance with this policy. For any proxy proposal not clearly addressed by this policy, the proxy voting manager will consult with an officer of our firm before voting the proxy.
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The proxy voting manager shall be responsible for reviewing the relevant materials, proxy proposals, or proxy proposal summaries. The review shall
take into consideration what vote is in the best interests of clients and the provisions of the proxy voting policies above. The proxy voting manager will then vote the proxies.
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•
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The proxy voting manager shall be responsible for maintaining copies of relevant materials, proxy proposal, or proposal summary, actual vote, or
other information required to be maintained for a proxy vote under Rule 204-2 of the Investment Advisers Act of 1940.
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•
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With respect to proxy votes on topics deemed, in the opinion of the proxy voting manager, to be controversial or particularly sensitive, the proxy voting manager
will provide a written explanation for the proxy vote which will be maintained with the record of the actual vote in our files.
|
|
•
|
In the event that the proxy voting manager is unavailable to vote a proxy, then an officer of our firm shall perform the proxy voting manager’s duties with respect
to such proxy in accordance with the policies and procedures detailed above.
|
37
In cases where we are aware of a conflict between the interests of a client and the interests of our firm or an affiliated person of our firm (e.g., a portfolio holding is a
client or an affiliate of a client of our firm), we will take the following steps:
|
1.
|
Vote matters that are specifically covered by this policy (e.g., matters where the vote is strictly dictated by this policy and not in our discretion) in accordance
with this policy;
|
|
2.
|
For other matters, either contact the client for instructions with respect to how to vote the proxy or engage an independent third-party to determine how the proxy
should be voted.
|
We may abstain from voting a proxy if we conclude that the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or
insignificant. For example, we will sometimes abstain from voting proxies in an uncontested directors’ election.
Clients may contact us in writing to obtain information about how we voted proxies with respect to their securities and to request a copy of this policy.
Recordkeeping. We will maintain certain records required by applicable law in connection with proxy voting activities and shall
provide proxy voting information to a client for which we are responsible for voting proxies upon written request. We shall keep the following records in an easily accessible place for a period of at least five years, the first two years in our
offices:
|
•
|
A copy of this policy;
|
|
•
|
Proxy statements received regarding securities;
|
|
•
|
Records of each vote cast on behalf of clients;
|
|
•
|
Any documents prepared by us that were material to making a proxy voting decision or that memorialized the basis for a voting decision; and
|
|
•
|
Records of client requests for proxy voting information.
|
Responsible Party: President, Portfolio Manager and Chief Compliance Officer
38
File Nos. 333-159484 and 811-22298
STARBOARD INVESTMENT TRUST
PART C
OTHER INFORMATION
ITEM 28. Exhibits
|
(a)
|
Declaration of Trust dated May 12, 2009 (“Trust Instrument”), is incorporated herein by reference to Registrant’s registration statement on Form N-1A (“Registration Statement”) filed on May 26, 2009.
|
|
(b)
|
By-Laws are incorporated herein by reference to the Registration Statement
filed on May 26, 2009.
|
|
(c)
|
Articles III, V, and VI of the Trust Instrument define the rights of
holders of the securities being registered and are incorporated herein by reference to the Registration Statement filed on May 26, 2009.
|
|
(d)(1)(i)
|
Investment Advisory Agreement dated December 17, 2020 between the
Registrant and Cavalier Investments, LLC (d/b/a Adaptive Investments), as investment advisor for the AI Quality Dividend ETF, Adaptive Alpha Opportunities ETF, Adaptive Hedged Multi-Asset Income ETF, RH Tactical Outlook ETF, and RH Tactical
Rotation ETF is incorporated herein by reference to Post-Effective Amendment No. 373 to the Registration Statement filed on January 12, 2021.
|
|
(d)(1)(ii)
|
Amended and Restated Appendix A dated September 9, 2021 to the
Investment Advisory Agreement dated December 17, 2020 between the Registrant and Cavalier Investments, LLC (d/b/a Adaptive Investments), as investment advisor for the AI Quality Dividend ETF, Adaptive Alpha Opportunities ETF, Adaptive Hedged
Multi-Asset Income ETF, RH Tactical Outlook ETF, and RH Tactical Rotation ETF is incorporated herein by reference to Post-Effective Amendment No. 417 to the Registration Statement filed on March 29, 2022.
|
|
(d)(1)(iii)
|
Investment Advisory Agreement dated March 9, 2023 between the Registrant
and Cavalier Investments, LLC (d/b/a Adaptive Investments), as investment advisor for the RH Hedged Multi-Asset Income (Cayman) Fund Ltd., a subsidiary of Adaptive Hedged Multi-Asset Income ETF, is incorporated herein by reference to
Post-Effective Amendment Number 434 to the Registration Statement filed on June 9, 2023.
|
|
(d)(2)
|
Investment Advisory Agreement dated September 15, 2010 between the Registrant
and Roumell Asset Management, LLC, as investment advisor for the Roumell Opportunistic Value Fund, is incorporated herein by reference to Post-Effective Amendment No. 27 to the Registration Statement filed on November 15, 2010.
|
|
(d)(3)
|
Investment Advisory Agreement dated April 28, 2011 between the Registrant
and Grimaldi Portfolio Solutions, Inc., as investment advisor for the Sector Rotation Fund, is incorporated herein by reference to Post-Effective Amendment No. 42 to the Registration Statement filed on June 27, 2011.
|
|
(d)(4)
|
Investment Advisory Agreement dated August 1, 2024 between the
Registrant and Deschutes Portfolio Strategy, LLC d/b/a Matisse Capital, as investment advisor for the Matisse Discounted Closed-End Fund Strategy, is filed herewith.
|
|
(d)(5)
|
Investment Advisory Agreement dated August 1, 2024 between the
Registrant and Deschutes Portfolio Strategy, LLC d/b/a Matisse Capital, as investment advisor for the Matisse Discounted Bond CEF Strategy, is filed herewith.
|
|
(d)(6)
|
Investment Sub-Advisory Agreement dated December 17, 2020 between
Cavalier Investments, LLC (d/b/a Adaptive Investments) and Bluestone Capital Management, LLC, as sub-advisor for the Adaptive Alpha Opportunities ETF is incorporated herein by reference to Post-Effective Amendment No. 373 to the Registration
Statement filed on January 12, 2021.
|
|
(e)(1)(i)
|
Distribution Agreement dated July 16, 2009 between the Registrant and
Capital Investment Group, Inc., as distributor for each mutual fund series of the Trust, is incorporated herein by reference to Post-Effective Amendment No. 219 to the Registration Statement filed on September 28, 2015.
|
|
(e)(1)(ii)
|
Amended and Restated Appendix A dated June 9, 2022 to the
Distribution Agreement between the Registrant and Capital Investment Group, Inc., as distributor for each mutual fund series of the Trust, is incorporated herein by reference to Post-Effective Amendment No. 428 to the Registration Statement
filed on October 20, 2022.
|
|
(e)(2)(i)
|
ETF Distribution Agreement dated March 11, 2021 between the Registration
and Capital Investment Group, Inc., as distributor for each ETF series of the Trust, is incorporated herein by reference to Post-Effective Amendment No. 388 filed on July 20, 2021.
|
|
(e)(2)(ii)
|
Amended and Restated Schedule A dated September 9, 2021 to the ETF
Distribution Agreement dated March 11, 2021 between the Registration and Capital Investment Group, Inc., as distributor for each ETF series of the Trust, is incorporated herein by reference to Post-Effective Amendment No. 417 to the
Registration Statement filed on March 29, 2022.
|
|
(f)
|
Not Applicable.
|
|
(g)(1)(i)
|
Custody Agreement dated December 9, 2011, between the Registrant, UMB Bank,
n.a., and The Nottingham Company (“Custody Agreement”) is incorporated herein by reference to Post-Effective Amendment No. 219 to the Registration Statement filed on September 28, 2015.
|
|
(g)(1)(ii)
|
Amended and Restated Appendix A dated September 11, 2019 to the Custody
Agreement between the Registrant, UMB Bank, n.a., and The Nottingham Company is incorporated herein by reference to Post-Effective Amendment No. 350 filed on December 27, 2019.
|
|
(g)(1)(iii)
|
Amended and Restated Appendix B dated November 1, 2022 to the
Custody Agreement between the Registrant, UMB Bank, n.a., and The Nottingham Company is incorporated herein by reference to Post-Effective Amendment No. 429 to the Registration Statement filed on December 29, 2022.
|
|
(g)(1)(iv)
|
Rule 17f-5 Delegation Agreement dated October 21, 2019 between the
Registrant and UMB Bank, n.a., is incorporated herein by reference to Post-Effective Amendment No. 350 filed on December 27, 2019.
|
|
(g)(1)(v)
|
Amended and Restated Appendix dated November 1, 2022 to Rule 17f-5
Delegation Agreement dated October 21, 2019 between the Registrant and UMB Bank, n.a., is incorporated herein by reference to Post-Effective Amendment No. 429 to the Registration Statement filed on December 29, 2022.
|
|
(g)(2)(i)
|
Custody Agreement dated December 17, 2020 between the
Registrant and Clear Street, LLC is incorporated herein by reference to Post-Effective Amendment No. 376 to the Registration Statement filed on January 28, 2021.
|
|
(g)(2)(ii)
|
Amended and Restated Exhibit B dated October 8, 2021 to the Custody
Agreement dated December 17, 2020 between the Registrant and Clear Street, LLC is incorporated herein by reference to Post-Effective Amendment No. 428 to the Registration Statement filed on October 20, 2022.
|
|
(g)(2)(iii)
|
Side Letter dated March 30, 2022 to the Custody Agreement dated December
17, 2020 between the Registrant and Clear Street, LLC is incorporated herein by reference to Post-Effective Amendment No. 423 to the Registration Statement filed on June 21, 2022.
|
|
(h)(1)
|
Fund Accounting and Administration Agreement dated April 15, 2016, as
amended March 9, 2023, between the Registrant and The Nottingham Company, as administrator for the Registrant (“Fund Accounting and Administration Agreement”), is incorporated herein by reference to Post-Effective Amendment No. 432 to the
Registration Statement filed on April 28, 2023.
|
|
(h)(2)(i)
|
Dividend Disbursing and Transfer Agent Agreement dated December 8, 2014
between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent for the Registrant, (“Dividend Disbursing and Transfer Agent Agreement”) is incorporated herein by reference to Post-Effective Amendment No. 190 to the
Registration Statement filed on December 11, 2014.
|
|
(h)(2)(ii)
|
Amended and Restated Schedule 1 dated June 9, 2022 to Dividend
Distributing and Transfer Agent Agreement dated December 8, 2014 between the Registrant and Nottingham Shareholder Services, LLC is incorporated herein by reference to Post-Effective Amendment No. 428 to the Registration Statement filed on
October 20, 2022.
|
|
(h)(3)(i)
|
ETF Dividend Disbursing and Transfer Agent Agreement dated September 24,
2020 between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent for the ETFs of the Registrant, is incorporated herein by reference to Post-Effective Amendment No. 388 filed on July 20, 2021.
|
|
(h)(3)(ii)
|
Amended and Restated Schedule 1 dated September 9, 2021 to the ETF
Dividend Disbursing and Transfer Agent Agreement dated September 24, 2020 between the Registrant and Nottingham Shareholder Services, LLC, as transfer agent for the ETFs of the Registrant, is incorporated herein by reference to Post-Effective
Amendment No. 417 to the Registration Statement filed on March 29, 2022.
|
|
(h)(4)
|
Expense Limitation Agreement dated October 1, 2023 between the
Registrant and Cavalier Investments, LLC (d/b/a Adaptive Investments), as investment advisor for the Adaptive ETFs is incorporated herein by reference to Post-Effective Amendment No. 436 to the Registration Statement filed on September 28,
2023.
|
|
(h)(5)
|
Expense Limitation Agreement dated September 10, 2020 between the
Registrant and Roumell Asset Management, Inc., as investment advisor for the Roumell Opportunistic Value Fund, is incorporated herein by reference to Post-Effective Amendment No. 370 to the Registration Statement filed December 29, 2020.
|
|
(h)(6)
|
Expense Limitation Agreement dated March 12, 2020 between the Registrant
and Grimaldi Portfolio Solutions, Inc., as investment advisor for the Sector Rotation Fund, is incorporated herein by reference to Post-Effective Amendment No. 376 to the Registration Statement filed on January 28, 2021.
|
|
(h)(7)
|
Expense Limitation Agreement dated March 7, 2024 between the
Registrant and Deschutes Portfolio Strategy, LLC, as investment advisor for the Matisse Discounted Closed-End Fund Strategy and Matisse Discounted Bond CEF Strategy is filed herewith.
|
|
(h)(8)(i)
|
Compliance Services Agreement dated March 31, 2020 between the
Registrant and The Nottingham Company, on behalf of each series of the Trust, is incorporated herein by reference to Post-Effective Amendment No. 388 filed on July 20, 2021.
|
|
(h)(8)(ii)
|
Amended and Restated Appendix A dated March 9, 2023 to the
Compliance Services Agreement dated March 31, 2020, between the Registrant and The Nottingham Company, on behalf of each series of the Trust, is incorporated herein by reference to Post-Effective Amendment No. 432 to the Registration
Statement filed on April 28, 2023.
|
|
(i)(1)
|
Opinion of Counsel is incorporated herein by reference to
Post-Effective Amendment No, 439 to the Registration Statement filed on May 30, 2024.
|
|
(i)(2)
|
Consent of Counsel is fied herewith.
|
| (j)(1) |
Consent of Independent Registered Public Accounting Firm, Cohen & Company is filed herewith.
|
|
(j)(2)
|
Consent of Independent Registered Public Accounting Firm, Tait,
Weller & Baker, LLP is filed herewith.
|
|
(k)
|
Not applicable.
|
|
(l)(1)
|
Initial Subscription Agreement for the Roumell Opportunistic Value Fund is
incorporated herein by reference to Post-Effective Amendment No. 61 to the Registration Statement filed on December 29, 2011.
|
|
(l)(2)
|
Initial Subscription Agreement for the Matisse Discounted Closed-End Fund
Strategy is incorporated herein by reference to Post-Effective Amendment No. 80 to the Registration Statement filed on October 22, 2012.
|
|
(l)(3)
|
Initial Subscription Agreement for Matisse Discounted Bond CEF Strategy is
incorporated herein by reference to Post-Effective Amendment No. 302 to the Registration Statement filed on August 3, 2018.
|
|
(l)(4)
|
Initial Subscription Agreement for the Adaptive Alpha Opportunities ETF is
incorporated herein by reference to Post-Effective Amendment No. 373 to the Registration Statement filed on January 12, 2021.
|
|
(l)(5)
|
Initial Subscription Agreement for the Adaptive Hedged Multi-Asset
Income ETF is incorporated herein by reference to Post-Effective Amendment No. 392 to the Registration Statement filed on August 23, 2021.
|
|
(l)(6)
|
Initial Subscription Agreement for the RH Tactical Outlook ETF is
incorporated herein by reference to Post-Effective Amendment No. 392 to the Registration Statement filed on August 23, 2021.
|
|
(l)(7)
|
Initial Subscription Agreement for the RH Tactical Rotation ETF is
incorporated herein by reference to Post-Effective Amendment No. 392 to the Registration Statement filed on August 23, 2021.
|
|
(o)
|
Reserved.
|
|
(p)(1)
|
Code of Ethics for the Registrant is incorporated herein by reference
to Post-Effective Amendment No. 427 to the Registration Statement filed on September 28, 2022.
|
|
(p)(2)
|
Code of Ethics for Adaptive Investments, investment advisor to the
Adaptive ETFs, is incorporated herein by reference to Post-Effective Amendment No. 427 to the Registration Statement filed on September 28, 2022.
|
|
(p)(3)
|
Code of Ethics for Roumell Asset Management, LLC, investment advisor to
the Roumell Opportunistic Value Fund, is incorporated herein by reference to Post-Effective Amendment No. 437 to the Registration Statement filed on December 28, 2023.
|
|
(p)(4)
|
Code of Ethics for Grimaldi Portfolio Solutions, Inc., investment advisor
to the Sector Rotation Fund, is incorporated herein by reference to Post-Effective Amendment No. 438 to the Registration Statement filed on January 26, 2024.
|
|
(p)(5)
|
Code of Ethics for Deschutes Portfolio Strategy, LLC, d/b/a Matisse
Capital, investment advisor to the Matisse Discounted Closed-End Strategy and Matisse Discounted Bond CEF Strategy, is filed herewith.
|
|
(p)(6)
|
Code of Ethics for Capital Investment Group, Inc., distributor for each
series of the Trust, is Incorporated herein by reference to Post-Effective Amendment No. 305 to the Registration Statement filed on September 28, 2018.
|
|
(p)(7)
|
Code of Ethics for Bluestone Capital Management, LLC, investment
sub-advisor to the Adaptive Alpha Opportunities ETF, is incorporated herein by reference to Post-Effective Amendment No. 427 to the Registration Statement filed on September 28, 2022.
|
|
(q)(1)
|
Powers of Attorney are incorporated herein by reference to Post-Effective
Amendment No. 350 filed on December 27, 2019.
|
|
(q)(2)
|
Power of Attorney dated May 22, 2023 for Peter McCabe is incorporated herein by
reference to Post-Effective Amendment No. 434 to the Registration Statement filed on June 9, 2023.
|
ITEM 29. Persons Controlled by or Under Common Control with the Registrant
No person is controlled by or under common control with the Registrant.
ITEM 30. Indemnification
Under Delaware law, Section 3817 of the Treatment of Delaware Statutory Trusts empowers Delaware business trusts to indemnify and hold harmless any trustee or beneficial owner
or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions as may be set forth in the governing instrument of the business trust. The Registrant’s Trust Instrument contains the following
provisions:
Article VII. Section 2. Indemnification and Limitation of Liability. The Trustees shall not be
responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Advisor or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, as provided in
Section 3 of this Article VII, the Trust out of its assets shall indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of
or related to such Trustee's performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or
any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall
not be personally liable thereon.
(a) Subject to the exceptions and
limitations contained in Subsection (b) below:
(i) every person who is, or has been, a
Trustee or an officer, employee or agent of the Trust (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise)
(“Covered Person”) shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof; and
(ii) as used herein, the words “claim,”
“action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys,
fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a
court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, or (B)
not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii) in the event the matter is not
adjudicated by a court or other appropriate body, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his
office: by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or by written opinion of
independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein
provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs,
executors and administrators of a Covered Person.
(d) To the maximum extent permitted by
applicable law, expenses incurred in defending any proceeding may be advanced by the Trust before the disposition of the proceeding upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the
Trust or applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided, however, that either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be
disqualified from indemnification under this Section.
(e) Any repeal or modification of this
Article VII by the Shareholders, or adoption or modification of any other provision of the Declaration or By-laws inconsistent with this Article, shall be prospective only, to the extent that such repeal, or modification would, if applied
retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.
In addition, the Registrant has entered into the following agreements: Investment Advisory Agreements, Investment Sub-Advisory Agreements, and Distribution
Agreements. These agreements provide indemnification for those entities and their respective affiliates. Certain personnel of the Advisors, Distributor or Administrator may serve as trustees and/or officers of the Trust.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“Securities Act”), may be permitted to trustees, officers
and controlling persons of the Registrant by the Registrant pursuant to the Trust Instrument or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling
persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issues.
ITEM 31. Business and other Connections of the Investment Advisor
(a) Cavalier Investments, LLC (d/b/a Adaptive Investments) serves as the investment adviser to the Adaptive Alpha Opportunities ETF, AI Quality Dividend ETF, Adaptive Hedged Multi-Asset Income ETF, RH Hedged Multi-Asset Income (Cayman) Fund Ltd., a subsidiary of Adaptive Hedged
Multi-Asset Income ETF, RH Tactical Outlook ETF, and RH Tactical Rotation ETF. The information required by this Item 31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by Cavalier
Investments, LLC and its directors, officers or partners during the past two years is included in Cavalier Investments, LLC’s Form ADV filed with the SEC (File No. 801-106545) and is
incorporated herein by reference.
(b) Roumell Asset Management, LLC serves as the investment adviser to the Roumell Opportunistic Value Fund. The information required by this Item 31 regarding any other business, profession, vocation or employment of a
substantial nature engaged in by Roumell Asset Management, LLC and its directors, officers or partners during the past two years is included in Roumell Asset Management, LLC’s Form ADV filed with the SEC (File No. 801-60837) and is incorporated herein by reference.
(c) Grimaldi Portfolio Solutions, Inc. serves as the investment adviser to The Sector Rotation Fund. The information required by this Item 31 regarding any other business, profession, vocation or employment of a substantial
nature engaged in by Grimaldi Portfolio Solutions, Inc. and its directors, officers or partners during the past two years is included in Grimaldi Portfolio Solutions, Inc.’s
Form ADV filed with the SEC (File No. 801-51163) and is incorporated herein by reference.
(d) Deschutes Portfolio Strategy, LLC d/b/a
Matisse Capital serves as the investment adviser to the Matisse Discounted Closed-End Fund Strategy and Matisse Discounted Bond CEF Strategy. The information required by this Item
31 regarding any other business, profession, vocation or employment of a substantial nature engaged in by Deschutes Portfolio Strategy, LLC and its directors, officers or partners during the past two years is
included in Deschutes Portfolio Strategy, LLC’s Form ADV filed with the SEC (File No. 801-72004) and is incorporated herein by reference.
(e) Bluestone Capital Management, LLC serves as the investment sub-adviser to the Adaptive Alpha Opportunities ETF. The information required by this Item 31 regarding any other business, profession, vocation or employment
of a substantial nature engaged in by Bluestone Capital Management, LLC and its directors, officers or partners during the past two years is included in Bluestone Capital Management, LLC’s Form ADV filed with the SEC (File No. 801-77657) and is incorporated herein by reference.
ITEM 32. Principal Underwriter
|
(a)
|
Capital Investment Group, Inc. is underwriter and distributor for the Registrant, Modern Capital Funds Trust, Volt ETF Trust, and Spinnaker ETF Series.
|
|
(b)
|
Set forth below is information concerning each director and officer of the Distributor. The principal business address of the Distributor and each such person is 100
E Six Forks Road, Suite 200, Raleigh, NC 27609.
|
|
(1)
|
(2)
|
(3)
|
|
Name
|
Position and Offices
With Underwriter
|
Positions and Offices
with Registrant
|
|
Richard K. Bryant
|
CEO
|
None
|
|
Benjamin T. Brooks
|
President
|
None
|
|
Con T. McDonald
|
Assistant Vice-President
|
None
|
|
W. Harold Eddins, Jr.
|
Assistant Vice-President
|
None
|
|
Ronald L. King
|
Chief Compliance Officer
|
None
|
(c) Not applicable.
ITEM 33. Location of Accounts and Records
|
(a)
|
The Registrant maintains accounts, books and other documents required by Section 31(a) of the 1940 Act and the rules thereunder (“Records”) at the
offices of The Nottingham Company, 116 S. Franklin Street, Rocky Mount, NC 27804.
|
|
(b)
|
UMB Bank, n.a. maintains all Records relating to its service as custodian to certain series of the Registrant at its offices located at 928 Grand Boulevard, 5th Floor,
Kansas City, Missouri 64106.
|
|
(c)
|
Clear Street, LLC maintains all Records relating to its service as custodian to the Adaptive Alpha Opportunities ETF, Adaptive Hedged
Multi-Asset Income ETF, RH Tactical Outlook ETF, and RH Tactical Rotation ETF at its offices located at 55 Broadway, New York, New York 10006.
|
|
(d)
|
The Nottingham Company maintains all Records related to its services as administrator and fund accountant to the Registrant at its offices located at 116 South
Franklin Street, Rocky Mount, North Carolina 27804.
|
|
(e)
|
Nottingham Shareholder Services, LLC maintains all Records related to its services as dividend disbursing and transfer agent to the Registrant at 116 South Franklin
Street, Rocky Mount, North Carolina 27804.
|
|
(f)
|
Cavalier Investments, LLC (d/b/a Adaptive Investments) maintains all Records related to its services as investment advisor to the Adaptive
Alpha Opportunities ETF, AdaptiveHedged Multi-Asset Income ETF, RH Hedged Multi-Asset Income (Cayman) Fund Ltd., a subsidiary of Adaptive Hedged Multi-Asset Income ETF, RH Tactical Outlook ETF, and RH Tactical Rotation ETF at its
offices located at 12600 Deerfield Drive, Suite 100, Alpharetta, GA 30004.
|
|
(g)
|
Bluestone Capital Management, LLC maintains all Records related to its services as investment sub-advisor to the Adaptive Alpha
Opportunities ETF at its offices located at 37 West Avenue, Suite 301, Wayne, PA 19087.
|
|
(h)
|
Deschutes Portfolio Strategy, LLC d/b/a Matisse Capital maintains all Records related to its services as investment advisor to the Matisse Discounted Closed-End Fund
Strategy and Matisse Discounted Bond CEF Strategy at its offices located at 15350 SW Sequoia Parkway, Suite 260, Portland, Oregon 97224.
|
|
(i)
|
Grimaldi Portfolio Solutions, Inc. maintains all Records related to its services as investment advisor to The Sector Rotation Fund at its offices located at 1207 Route
9, Suite 10, Wappingers Falls, NY 12590.
|
|
(j)
|
Roumell Asset Management, LLC maintains all Records related to its services as investment advisor to the Roumell Opportunistic Value Fund at its offices located at 2
Wisconsin Circle, Suite 700, Chevy Chase, Maryland 20815.
|
ITEM 34. Management Services
None.
ITEM 35. Undertakings
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Rocky Mount, State of North Carolina on this 29th day of July, 2024.
|
STARBOARD INVESTMENT TRUST
|
||
|
By:
|
/s/ Tracie A. Coop*
|
|
|
Tracie A. Coop
|
||
|
Attorney-in-Fact
|
||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following person in the capacities and on the date indicated.
|
Signature
|
Title
|
Date
|
|
/s/James H. Speed, Jr.*
|
Trustee and Chairman
|
July 29, 2024
|
|
James H. Speed, Jr.
|
||
|
/s/J. Buckley Strandberg*
|
Trustee
|
July 29, 2024
|
|
J. Buckley Strandberg
|
||
|
/s/Theo H. Pitt, Jr.*
|
Trustee
|
July 29, 2024
|
|
Theo H. Pitt, Jr.
|
||
|
/s/Katherine M. Honey*
|
President and Principal Executive Officer
|
July 29, 2024
|
|
Katherine M. Honey
|
||
|
/s/Peter McCabe
Peter McCabe
|
Treasurer, Principal Financial Officer and Principal Accounting Officer
|
July 29, 2024
|
/s/ Tracie A. Coop
*By: Tracie A. Coop
Attorney-in-Fact pursuant to Powers of Attorney dated December 12, 2019 incorporated by reference to Post-Effective Amendment No. 350 filed on December 27, 2019 and Power of
Attorney dated May 22, 2023 incorporated by reference to Post-Effective Amendment No. 434 filed on June 9, 2023.
Exhibit Index
|
(d)(4)
|
Investment Advisory Agreement dated August 1, 2024 between the
Registrant and Deschutes Portfolio Strategy, LLC d/b/a Matisse Capital, as investment advisor for the Matisse Discounted Closed-End Fund Strategy
|
|
(d)(5)
|
Investment Advisory Agreement dated August 1, 2024 between the
Registrant and Deschutes Portfolio Strategy, LLC d/b/a Matisse Capital, as investment advisor for the Matisse Discounted Bond CEF Strategy
|
|
(h)(7)
|
|
|
(i)(2)
|
|
| (j)(1) |
|
|
(j)(2)
|
Consent of Independent Registered Public Accounting Firm, Tait, Weller
& Baker, LLP
|
| (p)(5) | Code of Ethics |
ATTACHMENTS / EXHIBITS
INVESTMENT ADVISORY AGREEMENT - MATISSE DISCOUNTED CLOSED-END FUND STRATEGY
INVESTMENT ADVISORY AGREEMENT - MATISSE DISCOUNTED BOND CEF STRATEGY
CONSENT OF TAIT, WELLER & BAKER
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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