Form 485BPOS UNIFIED SERIES TRUST

Securities Act File No. 333-100654

Investment Company Act File No. 811-21237

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A REGISTRATION STATEMENT

UNDER

	THE SECURITIES ACT OF 1933	x
	Pre-Effective Amendment No.	o
	Post-Effective Amendment No. 625	x

and/or

REGISTRATION STATEMENT

UNDER

	THE INVESTMENT COMPANY ACT OF 1940	x
	Amendment No. 626	x

 

Unified Series Trust

(Exact Name of Registrant as Specified In Charter)

 

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (513) 587-3400

 

Jennifer L. Merchant

Secretary

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

(Name and Address of Agent for Service)

 

Copies to:

JoAnn Strasser, Esq.

Thompson Hine LLP

41 South High Street, 17^th Floor

Columbus, OH 43215-6101

(614) 469-3265

 

It is proposed that this filing will become effective:

 

o

immediately upon filing pursuant to paragraph (b)

x

on April 30, 2026 pursuant to paragraph (b)

o

60 days after filing pursuant to paragraph (a)(1)

o

on _______ pursuant to paragraph (a)(1)

o

75 days after filing pursuant to paragraph (a)(2)

o

on _______ pursuant to paragraph (a)(2) of rule 485

 

If appropriate check this box:

 

o

this post-effective amendment designates a new effective date for a previously filed post-effective amendment

Q India Equity Fund

Class I (QINIX)

Class II (QINSX)

Investor Class (QINRX)

PROSPECTUS

April 30, 2026

Quantum Advisors Private Limited

1st Floor, Apeejay House, 3 Dinshaw Vachha Road

Backbay Reclamation, Churchgate

Mumbai, India 400020

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

 

SUMMARY SECTION	1
Investment Objective	1
Fees and Expenses of the Fund	1
Portfolio Turnover	2
Principal Investment Strategies	2
Principal Risks	4
Performance	9
Portfolio Management	9
Purchase and Sale of Fund Shares	10
Tax Information	10
Payments to Broker-Dealers and Other Financial Intermediaries	10
ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS	11
Investment Objective	11
Principal Investment Strategies of the Fund	11
Non-Principal Investment Strategy	13
Principal Risks of Investing in the Fund	14
Changes in Investment Objective or Policies	19
Temporary Defensive Positions	19
Borrowing for Temporary Purposes	19
Portfolio Holdings	20
Cybersecurity	20
HISTORICAL PERFORMANCE OF THE ADVISER’S PRIVATE ACCOUNTS	20
ACCOUNT INFORMATION	22
How to Buy Shares	22
How to Redeem Shares	25
Determination of Net Asset Value	28
Dividends, Distributions and Taxes	29
ADDITIONAL INFORMATION ABOUT MANAGEMENT OF THE FUND	32
Adviser	32
Portfolio Managers	33
FOR MORE INFORMATION	Back Cover

SUMMARY SECTION

 

Investment Objective

 

The investment objective of the Q India Equity Fund (the “Fund”) is to achieve long-term capital appreciation by investing in the listed equities of Indian companies that are in a position to benefit from the anticipated growth and development of the Indian economy.

 

While there is no assurance that the Fund will achieve its investment objective, the Fund endeavors to do so by following the strategies and policies described in this Prospectus.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and examples below.

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Shareholder Fees (fees paid directly from your investment)	Class I		Class II		Investor Class
Management Fees	0.65%		0.65%		0.65%
Distribution (12b-1) Fees	none		none		0.25%
Other Expenses1	102.49%		102.49%		102.49%
Total Annual Fund Operating Expenses	103.14%		103.14%		103.39%
Fee Waiver and/or Expense Reimbursement2	(102.16)%		(102.39)%		(102.16)%
Total Annual Fund Operating Expenses (After Fee Waiver and/or Expense Reimbursement)	0.98%		0.75%		1.23%

1

Other Expenses are based on estimated amounts for the current fiscal period.

 

2

The Fund’s adviser, Quantum Advisors Private Limited (the “Adviser”), has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses in order to limit the Fund’s total annual operating expenses (inclusive of 12b-1 distribution fees) to 0.98%, 0.75%, and 1.23% of the average daily net assets of the Fund’s Class I, Class II, and Investor Class shares, respectively, through April 30, 2029 and to 1.05%, 1.05%, and 1.30% of the average daily net assets of the Fund’s Class I, Class II, and Investor Class shares, respectively, through May 1, 2036 (excluding portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees (the “Board”); expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business). This expense cap may not be terminated prior to this date except by the Board upon sixty days’ written notice to the Adviser. Each fee waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular fee waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the fee waiver/expense payment and any expense limitation in effect at the time of the recoupment.

1

 

Expense Example

 

This Example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and the expense reduction/reimbursement described above remains in place for the contractual period only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

	1 Year		3 Years		5 Years		10 Years
Class I	$100		$312		$558		$1,263
Class II	$77		$240		$487		$1,196
Investor Class	$125		$390		$692		$1,548

Portfolio Turnover

 

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Expense Example above, affect the Fund’s performance. During the most recent fiscal period, the Fund’s portfolio turnover rate was 1% of the average value of its portfolio.

 

Principal Investment Strategies

 

In pursuing the Fund’s investment objective, the Adviser will follow its value investment philosophy and strategy and employ a bottom-up process for portfolio construction. The Adviser’s value investment philosophy involves the use of intensive qualitative and quantitative fundamental analysis, to build and monitor the Fund’s portfolios actively while at the same time avoiding excessive trading, and to attempt to control risk by endeavoring to keep the Fund’s portfolio adequately diversified, both in terms of the sectors included in the portfolio, as well as with respect to the level of concentration in any specific security. The investment strategy is to invest in companies which the Adviser believes are attractively priced in the market when compared to the Adviser’s valuation of the companies.

 

The Fund will principally invest in a portfolio of equity securities and may also invest in depository receipts, bank deposits, Government Securities, corporate bonds, treasury bills, certificates of deposit, money market instruments, and shares of mutual funds including ETFs. The Fund is classified as a non-diversified mutual fund, which means that the Fund may invest a larger percentage of its assets in the securities of a small number of issuers than a diversified fund.

 

The Fund will not seek to concentrate in any specific industry, sector, or market-cap but may at times be concentrated in a specific sector due to the Adviser’s bottom-up security selection process.

 

The Adviser evaluates the companies in which it invests based on the nature of the businesses, the strength of their balance sheets and cash flow relative to their long-term goals, and other factors including the Adviser’s assessment of the skill and expertise of the company’s management team and the long-term potential for both the company and the market in which it operates. The Adviser generally buys a security at a discount to what it believes is the intrinsic value of the security. Such opportunities may arise for a variety of reasons ranging from the belief that the market has undervalued a company, to an assessment that there is opportunity for significant profit or market share growth given the dynamics of the sector a company operates in, or as a result of the company’s competitive or proprietary advantages.

2

 

Under normal circumstances, the Fund invests at least 80% of the value of its net assets (plus borrowings for investment purposes) in equity securities of Indian issuers. The Fund defines Indian issuers as entities: (i) organized in India; (ii) having a class of securities whose principal securities market is in India; (iii) deriving more than 50% of total revenues or earnings from goods produced, sales made, or services provided in India; (iv) maintaining more than 50% of its employees, assets, investments, operations, or other business activity in India; (v) companies listed on any recognized stock exchange in India; or (vi) mutual funds, ETFs, or other pooled investment vehicles that invest primarily in any of the preceding. The Fund defines equity securities as common stock, preferred stock, convertible securities, rights and warrants to buy common stock, ADRs, GDRs, participatory notes, as well as fund shares or interests.

 

The Fund’s portfolio generally consists of equity shares of listed companies in India having an average daily trading volume of USD 1 million or above in the preceding 12 months. The Fund generally holds equity securities of 25-40 companies.

 

The Adviser avoids investment in companies:

 

●

With record of poor treatment of minority shareholders; that have blatantly violated rules and regulations (i.e. laws as applicable to the investee company depending on the multiple factors such as location of the company, the nature of its business and the operations of the company within India as well as outside India); that have acquired national properties from government through questionable means; that follow other similarly questionable practices

 

●

With questionable accounting practices

 

●

With weak business models

 

●

Where it is not clear as to who exactly are the founders of the company, opaque shareholding structures or non-Independent Boards

 

The above determinations are made by the Adviser and are subjective.

 

As a practice the Adviser generally does not invest in companies that derive more than 20% of their total revenues from tobacco, hard liquor or gambling/casino activities. The term hard liquor does not include wine and beer.

 

Securities in which the Fund invests also generally pass through further screens such as:

 

●

Are there too many related party transactions?

 

●

Is there a succession plan in place?

 

●

Is it a company where only one person runs it?

 

●

Has the management changed and become better or become worse?

 

The Fund will not invest in a security which the Adviser determines does not pass any of the above screens.

 

The above determinations (which the Adviser considers integrity screens) are made by the Adviser and are subjective.

 

Portfolio Construction

 

Securities are selected from the Adviser’s “Estimates Database.” Each security in the Adviser’s ‘Estimates Database’ has a pre-assigned Buy / Sell Limit. This is an INR denominated price, based on underlying fundamental criteria. The Adviser, generally, buys a new stock at the pre-determined Buy Price (or below). The security has to be under active and current coverage with an average daily trading value of USD 1 million over the past 12 months. The Fund generally sells an existing stock at the pre-determined sell price or above. It may add to a stock already held in the Fund’s portfolio if it is between the pre-determined Buy and Sell price. Portfolio weights are a function of:

 

1.

Reliability of management

 

2.

Quality of earnings

3

 

3.

Stability of earnings

 

4.

Upside potential

 

5.

Alternatives/cash

 

Higher importance is given to the first three points stated above in deciding the weights. For instance, in deciding between two stocks with similar upside potential, a stock that is rated higher on stability, quality and reliability will earn a larger portfolio weight.

 

Each investment decision is supported by an approved research report and the investment justification.

 

Generally, the minimum holding in any one stock is 2% (at the time of initial investment) and the maximum is 6% at cost and 10% at current market prices. The portfolio is monitored regularly and rebalanced suitably whenever required.

 

The Adviser will sell investments in companies when it believes the market price of those investments has exceeded its assessment of the long-term value of those companies or when it believes adverse changes to a company’s management, prospects or the markets in which it operates have occurred. The Adviser evaluates the company valuations on fundamental criteria (dividend yields, price to earnings, price to cash flow, price to book value, and other different measures of share price ratios), and does comparative evaluation against peer group, its history and the overall equity markets.

 

The Adviser will let stocks run up to a maximum of 10% of the portfolio (current market price/NAV) before it begins to trim the position. The Adviser will sell when the stock price reaches the sell limit and there has been no revision in the sell limits or when the Adviser’s view of management has changed. The portfolio is monitored regularly and rebalanced suitably whenever required.

 

The Adviser may also sell investments in companies when it believes the market price of those investments has exceeded its assessment of the long-term value of those companies or when it believes adverse changes to a company’s management, prospects or the markets in which the company operates have occurred. The Adviser evaluates the company valuations on fundamental criteria (dividend yields, price to earnings, price to cash flow, price to book value, and other different measures of share price ratios), and also do comparative evaluation against peer group, its history and the overall equity markets.

 

The Adviser may choose to increase the Fund’s holding in cash and other liquid assets at times of market uncertainty and to mitigate investment risk. The Fund may maintain a liquid portfolio in cash or deposits denominated in U.S. dollars (“USD”), Indian Rupees (“INR”), money market instruments, and treasury bills not only to meet redemptions, projected running cost and other funding requirements, but the Fund may exceed 20% of its net assets in such investments for temporary defensive purposes in the event of negative or highly uncertain market conditions.

 

There is no guarantee that the Fund will achieve its investment objective nor that in any time period, particularly in the short term, the Fund’s portfolio will achieve any particular level of return and investors should be aware that the value of Shares may fall as well as rise.

 

Principal Risks

 

All investments involve risks, and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not insured or guaranteed by any government agency. As with any mutual fund investment, the Fund’s returns and share price will fluctuate, and you may lose money by investing in the Fund. Below are some of the specific risks of investing in the Fund.

 

There can be no assurance that the Fund’s investments will be successful or that the investment objective of the Fund will be achieved. An investment in the Fund is suitable only for persons who are in a position to take such risks.

 

Investors may note that the Adviser’s investment decisions may not always be profitable, as actual market movements may be at variance with anticipated trends.

 

 

 

 

These types of events may also cause widespread fear and uncertainty, and result in, among other things, quarantines and travel restrictions, including border closings; prohibiting/restricting public activity; disruptions to business operations and supply chains; exchange trading suspensions and closures; and overall reduced liquidity of securities, derivatives, and commodities trading markets; reductions in consumer demand and economic output; and significant challenges in healthcare service preparation and delivery. Among other things, such developments may result in material reductions in demand across many categories of consumers and businesses, dislocation (or in some cases a complete halt) in the credit and capital markets, labour force and operational disruptions, slowing or complete idling of certain supply chains and manufacturing activity, steep increases in unemployment levels in various regions, and strained businesses and households, with a particularly acute impact on industries dependent on travel and public accessibility, such as transportation, hospitality, tourism, retail, sports and entertainment.

 

No assurance can be given as to the ability of the Fund to achieve any return on its investments and, in turn, any return on an investor’s investment in the Fund. Accordingly, in acquiring Shares in the Fund, appropriate consideration should be given to the following factors:

 

●

Risks include:

 

(i)

Greater risk of expropriation, confiscatory taxation, nationalization, and social, political and economic instability;

 

(ii)

The small current size of the markets for securities of Indian issuers and the currently low or non-existent volume of trading, resulting in lack of liquidity and in price volatility;

 

(iii)

certain national policies which may restrict the investment opportunities for client portfolios including restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and

 

(iv)

The absence of developed legal structures governing private or foreign investment and private property. No assurance can be given as to the ability of the Fund to achieve any return and, in turn, any return on an investor’s investment in the Fund.

 

By comparison with more developed securities markets, the Indian securities markets are comparatively small, less liquid and more volatile. This may result in greater volatility in the NAV of the Fund than would be the case in relation to funds invested in more developed markets.

 

The Indian securities may incur brokerage or securities transaction taxes levied by the Indian government which would have the effect of increasing the cost of investment and which may reduce the realized gain or increase the loss on such securities at the time of sale. The issuers of Indian securities, such as banks and other financial institutions may be subject to less stringent regulation than would be the case for issuers in developed countries, and therefore potentially carry greater risk. In addition, custodial expenses for Indian securities are generally higher than for developed market securities. Dividend and interest payments from, and capital gains in respect of, Indian securities may be subject to taxes that may or may not be reclaimable.

 

Accordingly, before investing in the Fund, the investors should consider the following:

 

 

Events of this nature in the future could influence the Indian economy and could have a material adverse effect on the market for securities of Indian companies, and on the market for the services of Indian companies in which the Fund has investments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

Performance information will be available after the Fund completes a full calendar year of operations.

 

Portfolio Management

 

Investment Adviser – Quantum Advisors Private Limited

 

Portfolio Managers

 

Ajit Dayal – Founder and Member of Portfolio Team (QAS India) and Portfolio Manager of the Fund since October 2024

 

I.V. Subramaniam (Subbu) – Managing Director and Group Head - Equities (QAS India) and Portfolio Manager of the Fund since October 2024

 

Nilesh Shetty - Portfolio Manager – Equity (QAS India) and Portfolio Manager of the Fund since October 2024

Purchase and Sale of Fund Shares

 

You may conduct transactions by mail (Q India Equity Fund, c/o: Ultimus Fund Solutions, LLC, P.O. Box 46707, Cincinnati, OH 45246), or by telephone at 1-833-894-0514. Investors who wish to purchase or redeem Fund shares through a financial intermediary should contact the financial intermediary directly.

 

The minimum initial investment amounts for various types of accounts offered by the Fund are shown below.

 

Minimum Initial Investment

 

Class I - $500,000 for all account types

Class II - $10,000,000 for all account types

Investor - $2,500 for all account types

 

There is no minimum amount for subsequent investments.

 

The Fund reserves the right to waive or change investment minimums.

 

To Place Buy or Sell Orders
By Mail:	Q India Equity Fund
	c/o Ultimus Fund Solutions, LLC
	Regular/Express Mail:
	P.O. Box 46707
	Cincinnati, Ohio 45246
	Overnight Mail:
	225 Pictoria Drive, Suite 450
	Cincinnati, Ohio 45246
By Phone:	1-833-894-0514

You may sell or redeem shares through the Fund’s transfer agent or your financial intermediary. Please contact your financial intermediary directly to find out if additional requirements apply.

 

For accounts sold through transfer agent/financial intermediaries, it is the primary responsibility of the transfer agent or financial intermediary to ensure compliance with investment minimums.

 

Tax Information

 

The Fund’s distributions are taxable and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan, IRA or 529 college savings plan. Tax-deferred arrangements may be taxed later upon withdrawal of monies from those accounts.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank or trust company), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create conflicts of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

ADDITIONAL INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

 

Investment Objective

 

The investment objective of the Fund is to achieve long-term capital appreciation by investing in the listed equities of Indian companies that are in a position to benefit from the anticipated growth and development of the Indian economy.

 

While there is no assurance that the Fund will achieve its investment objective, the Fund endeavors to do so by following the strategies and policies described in this Prospectus.

 

Principal Investment Strategies of the Fund

 

In pursuing the Fund’s investment objective, the Adviser will follow its value investment philosophy and strategy and employ a bottom-up process for portfolio construction. The Adviser’s value investment philosophy involves the use of intensive qualitative and quantitative fundamental analysis, to build and monitor the Fund’s portfolios actively while at the same time avoiding excessive trading, and to attempt to control risk by endeavoring to keep the Fund’s portfolio adequately diversified, both in terms of the sectors included in the portfolio, as well as with respect to the level of concentration in any specific security. The investment strategy is to invest in companies which the Adviser believes are attractively priced in the market when compared to the Adviser’s valuation of the companies.

 

The Fund will principally invest in a portfolio of equity securities and may also invest in depository receipts, bank deposits, Government Securities, corporate bonds, treasury bills, certificates of deposit, money market instruments, and shares of mutual funds including ETFs. The Fund is classified as a non-diversified mutual fund, which means that the Fund may invest a larger percentage of its assets in the securities of a small number of issuers than a diversified fund.

 

The Fund will not seek to concentrate in any specific industry, sector, or market-cap but may at times be concentrated in a specific sector due to the Adviser’s bottom-up security selection process.

 

The Fund may maintain a liquid portfolio in cash or deposits denominated in U.S. dollars (“USD”), Indian Rupees (“INR”) and money market instruments not only to meet projected running cost and other funding requirements, but also as an investment strategy in the event of negative or highly uncertain market conditions.

 

The Adviser evaluates the companies in which it invests based on the nature of the businesses, the strength of their balance sheets and cash flow relative to their long-term goals, and other factors including the Adviser’s assessment of the skill and expertise of the company’s management team and the long-term potential for both the company and the market in which it operates. The Adviser generally buys a security at a discount to what it believes is the intrinsic value of the security. Such opportunities may arise for a variety of reasons ranging from the belief that the market has undervalued a company, to an assessment that there is opportunity for significant profit or market share growth given the dynamics of the sector a company operates in, or as a result of the company’s competitive or proprietary advantages.

 

Under normal circumstances, the Fund invests at least 80% of the value of its net assets (plus borrowings for investment purposes) in equity securities of Indian issuers. The Fund defines Indian issuers as entities: (i) organized in India; (ii) having a class of securities whose principal securities market is in India; (iii) deriving more than 50% of total revenues or earnings from goods produced, sales made, or services provided in India; (iv) maintaining more than 50% of its employees, assets, investments, operations, or other business activity in India; (v) listed on any recognized stock exchange in India; or (vi) mutual funds, ETFs, or other pooled

investment vehicles that invest primarily in any of the preceding. The Fund defines equity securities as common stock, preferred stock, convertible securities, rights and warrants to buy common stock, ADRs, GDRs, participatory notes, as well as fund shares or interests.

 

The Fund’s portfolio generally consists of equity shares of listed companies in India having an average daily trading volume of USD 1 million or above in the preceding 12 months. The Fund generally holds equity securities of 25-40 companies.

 

The Adviser avoids investment in companies:

 

●

With record of poor treatment of minority shareholders; that have blatantly violated rules and regulations (i.e. laws as applicable to the investee company depending on the multiple factors such as location of the company, the nature of its business and the operations of the company within India as well as outside India); that have acquired national properties from government through questionable means; that follow other similarly questionable practices

 

●

With questionable accounting practices

 

●

With weak business models

 

●

Where it is not clear as to who exactly are the founders of the company, opaque shareholding structures or non-Independent Boards

 

The above determinations are made by the Adviser and are subjective.

 

As a practice the Adviser generally does not invest in companies that derive more than 20% of their total revenues from tobacco, hard liquor or gambling/casino activities. The term hard liquor does not include wine and beer.

 

Securities in which the Fund invests also generally pass through further screens such as:

 

●

Are there too many related party transactions?

 

●

Is there a succession plan in place?

 

●

Is it a company where only one person runs it?

 

●

Has the management changed and become better or become worse?

 

The Fund will not invest in a security which the Adviser determines does not pass any of the above screens.

 

The above determinations (which the Adviser considers integrity screens) are made by the Adviser and are subjective.

 

Portfolio Construction

 

Securities are selected from the Adviser’s “Estimates Database.” Each security in the Adviser’s ‘Estimates Database’ has a pre-assigned Buy / Sell Limit. This is an INR denominated price, based on underlying fundamental criteria. The Adviser, generally, buys a new stock at the pre-determined Buy Price (or below). The security has to be under active and current coverage with an average daily trading value of USD 1 million over the past 12 months. The Fund generally sells an existing stock at the pre-determined sell price or above. It may add to a stock already held in the Fund’s portfolio if it is between the pre-determined Buy and Sell price. Portfolio weights are a function of:

 

1.

Reliability of management

 

2.

Quality of earnings

 

3.

Stability of earnings

4.

Upside potential

 

5.

Alternatives/cash

 

Higher importance is given to the first three points stated above in deciding the weights. For instance, in deciding between two stocks with similar upside potential, a stock that is rated higher on stability, quality and reliability will earn a larger portfolio weight.

 

Each investment decision is supported by an approved research report and the investment justification.

 

Generally, the minimum holding in any one stock is 2% (at the time of initial investment) and the maximum is 6% at cost and 10% at current market prices. The portfolio is monitored regularly and rebalanced suitably whenever required.

 

The Adviser will sell investments in companies when it believes the market price of those investments has exceeded its assessment of the long-term value of those companies or when it believes adverse changes to a company’s management, prospects or the markets in which it operates have occurred. The Adviser evaluates the company valuations on fundamental criteria (dividend yields, price to earnings, price to cash flow, price to book value, and other different measures of share price ratios), and also do comparative evaluation against peer group, its history and the overall equity markets.

 

The Adviser will let stocks run up to a maximum of 10% of the portfolio (current market price/NAV) before it begins to trim the position. The Adviser will sell when the stock price reaches the sell limit and there has been no revision in the sell limits or when the Adviser’s view of management has changed. The portfolio is monitored regularly and rebalanced suitably whenever required.

 

The Adviser may also sell investments in companies when it believes the market price of those investments has exceeded its assessment of the long-term value of those companies or when it believes adverse changes to a company’s management, prospects or the markets in which the company operates have occurred. The Adviser evaluates the company valuations on fundamental criteria (dividend yields, price to earnings, price to cash flow, price to book value, and other different measures of share price ratios), and also do comparative evaluation against peer group, its history and the overall equity markets.

 

The Adviser may choose to increase the Fund’s holding in cash and other liquid assets at times of market uncertainty and to mitigate investment risk. The Fund may maintain a liquid portfolio in cash or deposits denominated in U.S. dollars (“USD”), Indian Rupees (“INR”), money market instruments, and treasury bills not only to meet redemptions, projected running cost and other funding requirements, but the Fund may exceed 20% of its net assets in such investments for temporary defensive purposes in the event of negative or highly uncertain market conditions.

 

There is no guarantee that the Fund will achieve its investment objective nor that in any time period, particularly in the short term, the Fund’s portfolio will achieve any particular level of return and investors should be aware that the value of Shares may fall as well as rise.

 

Non-Principal Investment Strategy

 

Although the Adviser believes market liquidity is an important tool to mitigate investment risk, it may make opportunistic investments in relatively illiquid securities, including securities in unlisted companies that comprise in the aggregate up to 10% of the portfolio at the time the investment is made. This is not the principal investment strategy. The Fund may also find itself invested in unlisted securities due to external events or corporate actions. This may increase the risk of the portfolio as these unlisted securities are inherently illiquid in nature and therefore inherently carry greater risk as compared to the listed securities.

Principal Risks of Investing in the Fund

 

All investments involve risks, and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not insured or guaranteed by any government agency. As with any mutual fund investment, the Fund’s returns and share price will fluctuate, and you may lose money by investing in the Fund. Below are some of the specific risks of investing in the Fund.

 

General Risk Factors: Past performance of the Adviser does not indicate the future performance of the Adviser or the Fund. Equity and equity related, fixed income and money market related instruments are by nature volatile and prone to price fluctuations. The investor may lose money over short or long period in response to factors such as economic and political developments, changes in interest rates, market movements and over longer period during market downturn. There can be no assurance or guarantee that the investment objectives of Fund would be achieved.

 

Investors may note that Advisers’ investment decisions may not always be profitable, as actual market movements may be at variance with anticipated trends.

 

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Market and Geopolitical Risk. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund’s portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, tariffs and trade wars, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment. Therefore, the Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments. In times of severe market disruptions, you could lose your entire investment.

 

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Liquidity Risk. The accumulation and disposal of holdings in some investments may be time consuming and if a large number of securities have to be realized at short notice to meet substantial client redemption requests such sales may have to be effected at unfavorable prices which may in turn have an adverse effect on the NAV of the clients’ portfolios. The Fund may also encounter difficulties in disposing of assets at their fair price due to adverse market conditions leading to limited liquidity.

 

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Risks related to unforeseen Market events, health epidemics, pandemics and similar outbreaks. Unpredictable events such as environmental or natural disasters, war, terrorism, pandemics, outbreaks of infectious diseases, and similar public health threats may significantly affect the economy and the markets and issuers in which the Fund invests. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others, and exacerbate other pre-existing political, social, and economic risks.

These types of events may also cause widespread fear and uncertainty, and result in, among other things, quarantines and travel restrictions, including border closings; prohibiting/restricting public activity; disruptions to business operations and supply chains; exchange trading suspensions and closures; and overall reduced liquidity of securities, derivatives, and commodities trading markets; reductions in consumer demand and economic output; and significant challenges in healthcare service preparation and delivery. Among other things, such developments may result in material reductions in demand across many categories of consumers and businesses, dislocation (or in some cases a complete halt) in the credit and capital markets, labour force and operational disruptions, slowing or complete idling of certain supply chains and manufacturing activity, steep increases in unemployment levels in various regions, and strained businesses and households, with a particularly acute impact on industries dependent on travel and public accessibility, such as transportation, hospitality, tourism, retail, sports and entertainment.

 

These disruptions could prevent the Fund from executing advantageous investment decisions in a timely manner and negatively impact the Fund’s ability to achieve its investment objective. A recurrence of pandemics/outbreaks could have a significant adverse impact on the Fund’s operations and result in significant losses to the Fund.

 

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Certain Risk Factors Concerning India. Risks associated with the investments in India, including but not limited to the risks described below, could adversely affect the performance of the Fund and result in substantial losses. Investment in Indian markets involves risk factors and special considerations which may not be typically associated with investing in more developed markets. Political or economic change and instability may be more likely to occur and have a greater effect on the Indian economy and its markets. Adverse government policies, taxation, restrictions on foreign investment and on currency convertibility and repatriation, currency fluctuations and other developments in the Indian laws and regulations, including expropriation, nationalization or other confiscation could result in loss to the Fund.

 

No assurance can be given as to the ability of the Fund to achieve any return on its investments and, in turn, any return on an investor’s investment in the Fund. Accordingly, in acquiring Shares in the Fund, appropriate consideration should be given to the following factors:

 

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Risks include:

 

(v)

Greater risk of expropriation, confiscatory taxation, nationalization, and social, political and economic instability;

 

(vi)

The small current size of the markets for securities of Indian issuers and the currently low or non-existent volume of trading, resulting in lack of liquidity and in price volatility;

 

(vii)

certain national policies which may restrict the investment opportunities for client portfolios including restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and

 

(viii)

The absence of developed legal structures governing private or foreign investment and private property. No assurance can be given as to the ability of the Fund to achieve any return and, in turn, any return on an investor’s investment in the Fund.

 

By comparison with more developed securities markets, the Indian securities markets are comparatively small, less liquid and more volatile. This may result in greater volatility in the NAV of the Fund than would be the case in relation to funds invested in more developed markets.

 

The Indian securities may incur brokerage or securities transaction taxes levied by the Indian government which would have the effect of increasing the cost of investment and which may reduce the realized gain or increase the loss on such securities at the time of sale. The issuers of Indian securities, such as banks and other financial institutions may be subject to less stringent regulation than would be the case for issuers in developed countries, and therefore potentially carry greater risk. In addition, custodial expenses for Indian securities are generally higher than for developed market securities. Dividend and interest payments from, and capital gains in respect of, Indian securities may be subject to taxes that may or may not be reclaimable.

Accordingly, before investing in the Fund, the investors should consider the following:

 

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Political, Regulatory and Settlement Risk. The value of the Fund’s portfolio assets may be affected by uncertainties such as international political developments, changes in government policies, changes in taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the Indian laws and regulations. Furthermore, the legal infrastructure and accounting, auditing and reporting standards in India may not provide the same degree of investor protection or information to investors as would generally apply in major securities markets.

 

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Risks due to tense relations with neighbours and internal conflicts. India’s relations with certain neighbouring countries have been historically tense. India has from time-to-time experienced hostilities with countries such as Pakistan and China. The border skirmishes between the Chinese and Indian armed forces a few years ago at the Galwan Valley have heightened tensions between China and India leading to certain restrictions on trade. India’s population is comprised of numerous ethnic groups with diverse religions and languages, sometimes resulting in communal conflict among groups. For instance, in the past, India has experienced considerable sectarian tension between Hindus and Muslims, marked by periodic violence that has caused considerable loss of property.

 

Events of this nature in the future could influence the Indian economy and could have a material adverse effect on the market for securities of Indian companies, and on the market for the services of Indian companies in which the Fund has investments.

 

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Geographical Concentration Risk. Fund’s portfolio with a geographical focus may be more volatile than a broad-based fund portfolio, such as a global equity fund portfolio, as they are more susceptible to fluctuations in value resulting from adverse conditions in the countries in which they invest.

 

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Legal Risk. Laws governing foreign investment and securities transactions in India may be less sophisticated than in developed countries. Accordingly, the Fund may be subject to additional risks, including inadequate investor protection, unclear or contradictory legislation or regulations and lack of enforcement thereof, ignorance or breach of legislation or regulations on the part of other market participants, lack of legal redress and breaches of confidentiality. It may be difficult to obtain and enforce a judgment or legal remedy may be inordinately delayed.

 

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Credit Risk. There can be no assurance that issuers of the securities or other instruments in which the Fund invests will not be subject to credit difficulties leading to the loss of some or all of the sums invested in such securities or instruments or payments due on such securities or instruments.

 

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Reinvestment Risk. This risk refers to the interest rate levels at which cash flows received from the securities under a particular Portfolio are reinvested. The additional income from reinvestment is the “interest on interest” component. The risk is that the rate at which interim cash flows can be re-invested may be lower than that originally assumed.

 

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Currency Exchange Rate Risk. The Fund may from time to time enter into currency exchange transactions either on a spot basis or by buying currency exchange forward contracts. Neither spot transactions nor forward currency exchange contracts eliminate fluctuations in the prices of the Fund’s portfolio securities or in foreign exchange rates or prevent loss if the prices of these securities should decline. Performance of the Fund may be strongly influenced by movements in foreign exchange rates because currency positions held by the Fund may not correspond with the securities positions held.

 

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Capital Gains Tax. Sales of securities may be subject to capital gains tax in India, and this could significantly reduce returns of the Fund in the absence of an offset or credit for such tax under the tax laws or regulations of the Fund’s domicile.

 

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Loss of Foreign Portfolio Investor (FPI) Registration. For accessing the Indian market securities market, the Fund is required to register with the Securities and Exchange Board of India (SEBI) as a Foreign Portfolio Investor (FPI). Investment by the Fund in India is dependent on the continued registration of the Fund with

SEBI as an FPI. In the event the registration of the Fund is terminated or is not renewed, the Fund could potentially be forced to redeem the investments held in the portfolio in the relevant jurisdiction and such forced redemption could adversely affect the returns to the Fund, and in turn, the Fund’s investors.

 

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Value Investing Risk. Investing in “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudges those values. In addition, value stocks may fall out of favor with investors and underperform growth stocks during given periods.

 

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Dividend Risk. The ability of the Fund’s portfolio companies to pay dividends is dependent on the economic climate and the companies’ current earnings and capital resources. Changes in economic conditions or a company’s earnings or financial resources could cause a company to reduce its dividend payments or suspend the payment of dividends altogether.

 

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Equity Securities Risk. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value. The equity securities held by the Fund may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors affecting securities markets generally, the equity securities of a particular sector, or a particular company.

 

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Active Management Risk. The Adviser’s value-oriented approach may fail to produce the intended results. Because the Fund is actively managed, it may underperform its benchmark or other funds with similar investment objectives. If the Adviser’s perception of the value of a company is not realized in the expected time frame, the Fund’s overall performance may suffer.

 

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Foreign Securities Risk. Foreign securities may experience more rapid and extreme changes in value than securities of U.S. companies because the securities markets of many foreign countries are relatively smaller with less liquidity than those in the U.S. Foreign issuers may not be subject to the same degree of regulation as U.S. issuers. Also, nationalization, expropriation or confiscatory taxation or political changes could adversely affect the Fund’s investments in a foreign company. In addition, the value of securities denominated in foreign currencies can change when foreign currencies strengthen or weaken relative to the U.S. dollar. These currency movements may negatively impact the value of the Fund’s portfolio even when there is no change in the value of the related security in the issuer’s home country. Settlement procedures in foreign markets may be more complex than in the United States and involve additional risks, including the risk of delay in payment or delivery of securities or the loss of Fund securities or cash due to failures in the system, such as corruption or fraud.

 

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Depositary Receipt Risk. ADRs and GDRs are receipts, issued by depository banks in the U.S. or elsewhere, for shares of a foreign-based corporation that entitle the holder to dividends and capital gains on the underlying security. ADRs and GDRs may be sponsored or unsponsored. In addition to the risks of investing in foreign securities, there is no guarantee that an ADR or GDR issuer will continue to offer a particular ADR or GDR. As a result, the Fund may have difficulty selling the ADRs or GDRs, or selling them quickly and efficiently at the prices at which they have been valued. The issuers of unsponsored ADRs or GDRs are not obligated to disclose information that is considered material in the U.S. and voting rights with respect to the deposited securities are not passed through. ADRs or GDRs may not track the prices of the underlying foreign securities on which they are based, and their values may change materially at times when U.S. markets are not open for trading. Certain ADRs or GDRs are not listed on an exchange and therefore may be illiquid.

 

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Currency Risk. Foreign investments also may be riskier than U.S. investments because of fluctuations in currency exchange rates. Exchange rate fluctuations may reduce or eliminate gains or create losses. The Adviser does not hedge against currency movements in the various markets in which foreign issuers are located, so the values of the Fund’s foreign securities are subject to the risk of adverse changes in currency exchange rates.

 

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Large Cap Company Risk. Larger, more established companies may be unable to attain the high growth rates

of successful, smaller companies during periods of economic expansion.

 

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Small and Medium Cap Company Risk. Securities of companies with small and medium market capitalization involve greater risk of loss and price fluctuation than larger companies. Their securities may also be less liquid and more volatile. As a result, the Fund could have greater difficulty buying or selling a security of small or medium cap issuer at an acceptable price, especially in periods of market volatility.

 

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Other Investment Company Securities Risk. When the Fund invests in other investment companies, including money market funds and ETFs, it will indirectly bear its proportionate share of any fees and expenses payable directly by the other investment company. Therefore, the Fund will incur higher expenses, many of which may be duplicative. In addition, the Fund may be affected by losses of the underlying funds and the level of risk arising from the investment practices of the underlying funds (such as the use of leverage by the underlying funds). Because shares of ETFs trade on an exchange at market prices, their shares may trade at a price that is above or below their NAV.

 

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Sector Concentration Risk. Given that the portfolio construction is a bottom-up stock selection process, sector allocations are solely a by-product of individual stock selection. Consequently, within the 25% limit on single industry exposure, the Fund may have higher exposure in securities of a particular sector from time to time. Economic, legislative or regulatory developments may occur that significantly affect the sector. This may cause the Fund’s NAV to fluctuate more than that of a fund that has a portfolio which is more diversified across sectors/industries.

 

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Issuer Cybersecurity Risk. Issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, exchange and other financial market operators, banks, brokers, dealers and other financial institutions may experience cybersecurity breaches. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; ransomware; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. These breaches may result in harmful disruptions to their operations and may negatively impact the financial condition for the municipal issuer, counterparty or other market participant. The Fund and its shareholders could be negatively impacted as a result.

 

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Certain Strategy Risks

 

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Volatility. The securities (both debt and equity) in which Fund invest are prone to price fluctuations on a daily basis due to both macro and micro factors, and this volatility may adversely affect clients.

 

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Liquidity and Settlement Risks. Different segments of the financial markets have different settlement cycles, and these settlement cycles may be adversely impacted by unforeseen circumstances, leading to settlement risk and losses to the Fund. The liquidity of Fund’s portfolios may be inherently restricted by trading volumes, transfer procedures and settlement periods. While the Adviser will endeavor to avoid overly concentrated positions in securities of specific industries and sectors, if because of liquidity restrictions or other factors, the Fund is unable to be adequately diversified, it could amplify losses. Reduced liquidity may also have an adverse impact on market price and Adviser’s ability to dispose of particular securities, when necessary, to meet Fund’s liquidity needs or in response to specific economic events. Reduced liquidity may also impair our ability to restructure or rebalance Fund’s portfolio when the Adviser believes such restructurings or rebalancing are necessary to protect performance.

 

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Reliance on the Advisory Team. The success of the Fund depends largely on the abilities of the Adviser’s advisory team (that includes Adviser’s employees and employees of its affiliates from whom its receive research services) to develop and implement investment strategies to achieve the Fund’s investment objectives. The Adviser may change the members of its advisory team and there can be no assurance that each member of the advisory team will continue to be employed with the Adviser or its affiliates. This could adversely affect the Fund’s performance. Finally, if any of the investment professionals or management team responsible for the Fund’s investments were to become unwilling or unable to serve, as a result of death, illness, or otherwise, the Fund performance could also be adversely affected.

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Not a complete Investment Program. An investment in the Fund is not intended as a complete investment program. If the Fund’s strategy is not successful, or if the Adviser is unable to implement the Fund’s strategy effectively, the investors could lose some or all of their capital.

 

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Taxation. The Fund shall be subject to US tax laws and regulations. Because the Fund invests in India, it will also be taxed as per Indian tax law and thus the Fund returns may be impacted. Please refer to the Fund’s Statement of Additional Information (“SAI”) for a discussion of India’s tax laws and certain exemptions with respect to a tax treaty with the US.

 

Changes in Investment Objective or Policies

 

The Board of Trustees of the Trust (the “Board”) may change the Fund’s investment objective and/or its 80% policy without shareholder approval upon 60 days’ written notice to shareholders. The Fund’s other investment policies and strategies may be changed by the Board without shareholder approval unless otherwise provided in this Prospectus or in the Fund’s SAI.

 

Temporary Defensive Positions

 

In response to adverse market, economic, political or other conditions, the Fund may take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies, such as investing some or all of the Fund’s assets in cash or cash equivalents. The Fund may also choose not to use these temporary defensive strategies for a variety of reasons, even in volatile market conditions. Engaging in these temporary defensive measures may cause the Fund to miss out on investment opportunities and may prevent the Fund from achieving its investment objective. While temporary defensive positions are designed to limit losses, these strategies may not work as intended.

 

Borrowing for Temporary Purposes

 

While the Fund is open for subscription and redemption on all business days, which are determined with reference to the normal business days and trading holidays of NYSE, the securities held in the Fund’s portfolio are traded on Indian stock exchanges, which have trading holidays different from NYSE. Due to the difference in the business days / trading holidays of NYSE and Indian Exchange or in the event the Fund is in receipt of large redemption request, the Fund may face delays in selling the securities held in the portfolio to meet the redemptions. In such circumstances, it may have to borrow for meeting the liquidity requirement on temporary basis to meet redemptions. When experiencing such redemptions and borrowings, the Fund may restrict fresh portfolio investments. The Fund will not borrow money for leverage purposes.

 

The Fund’s ability to borrow is subject to its terms and conditions of its credit arrangements, which in some cases may limit the Fund’s ability to borrow under the arrangement.

 

The Fund will be required to maintain a specified level of asset coverage with respect to all borrowings and may be required to sell some of its holdings to reduce debt and restore coverage at times when it may not be advantageous to do so. The rights of the lender to receive payments of interest and repayments of principal of any borrowings made by the Fund under a credit arrangement are senior to the rights of holders of shares with respect to the payment of dividends or upon liquidation. In the event of a default under a credit arrangement, the lenders may have the right to cause a liquidation of the collateral (i.e., sell Fund assets) and, if any such default is not cured, the lenders may be able to control the liquidation as well. Credit arrangements may be subject to periodic renewal, which cannot be assured.

 

Borrowings involve additional expense to the Fund. Borrowing results in interest expense and results in other fees and expenses, which may increase the Fund’s net expenses and reduce the Fund’s return.

 

In line with the 1940 Act, the Fund is permitted to borrow up to one-third of the value of its total assets (including the amount borrowed, but less all liabilities and indebtedness not represented by senior securities) from banks. The Fund

is required to maintain continuous asset coverage of at least 300% with respect to such borrowings and to reduce the amount of its borrowings (within three days excluding Sundays and holidays) to restore such coverage if it should decline to less than 300% due to market fluctuations or otherwise. In the event that the Fund is required to reduce its borrowings, it may have to sell portfolio holdings, even if such sale of the Fund’s holdings would be disadvantageous from an investment standpoint.

 

Portfolio Holdings

 

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI, which is available at www.QIndiaFund.com.

 

Cybersecurity Risks

 

The computer systems, networks and devices used by the Fund and its service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Fund and its service providers, systems, networks, or devices potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate its NAV; impediments to trading; the inability of the Fund, the Adviser, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information.

 

HISTORICAL PERFORMANCE OF THE ADVISER’S PRIVATE ACCOUNTS

 

The Adviser is incorporated in India and is registered as a ‘portfolio manager’ with the Securities and Exchange Board of India (“SEBI”) and is also registered as an ‘investment adviser’ with the U.S. Securities and Exchange Commission (“SEC”). One of the Strategies managed by the Adviser is Q India Value Equity Strategy. The total Assets in Q India Value Equity Strategy managed/advised by Quantum Advisors of all clients is $2,279.07 million as of December 31, 2025, which includes accounts that have client-imposed restrictions and therefore are considered to have similar mandates to the Fund but are not considered to have substantially similar mandates to the Fund.

 

The Adviser has been managing accounts using its long-only Q India Value Equity Strategy since June 27, 2000. The performance table below provides a summary of the performance of accounts with substantially similar mandates to the Fund (i.e., accounts without any client-imposed restrictions) (the “Accounts”) managed by the Fund’s Portfolio Managers on behalf of the Adviser with substantially similar investment objectives, policies, strategies and risks to those of the Fund for periods ended December 31, 2025, and compares the Accounts’ performance during those periods against an appropriate broad-based securities market index, the MSCI India Index.

 

Q India Value Equity Strategy composite (the “Composite”) is an aggregation of Client portfolios with a substantially similar investment mandate as the Fund (i.e., with no client-imposed restrictions) that are managed or advised by Quantum Advisors on a discretionary basis using the long only value equity strategy. The Composite does not include all client portfolios due to various client-imposed portfolio restrictions, even though all portfolios in this broad mandate are managed using a similar strategy as the Fund. The Composite represents

0.05% of the total AUM under the Q India Value Equity Strategy as of December 31, 2025. The balance 99.95% of the AUM represents client accounts under a similar strategy which have client-imposed restrictions over cash/stock/sector level exposures and hence are not included in the Composite.

 

Returns shown are in U.S. dollars. The Portfolio Managers of the Fund have been primarily responsible for the day-to-day oversight of all Accounts in the Composite throughout the entire period presented.

 

The performance of the Accounts does not represent the historical performance of the Fund and should not be considered a substitute for the Fund’s performance or indicative of past or future performance of the Fund. If actual fees and expenses of the Fund were reflected in the performance of the Accounts, the performance of the Accounts would be lower than the performance shown. Results may differ because of, among other things, differences in brokerage commissions, account expenses (including management fees), the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the Accounts are not registered under the 1940 Act and therefore are not subject to certain investment limitations, diversification requirements, and other restrictions imposed by the 1940 Act and the Internal Revenue Code which, if applicable, may have adversely affected the performance results of the Accounts. The results for different periods may vary.

 

Performance conversion from INR to USD is based on RBI FX Rates since inception of the Strategy until May 2010 and on WM Reuters Closing Spot Rates from June 2010 until the current period. The underlying data (portfolio accounting values, external cash flows, etc., denominated in investment currency (INR)) is converted into the domestic currency (USD) using the exchange rate on the date of each cash flow and valuation, and then the composite returns are calculated based on the converted data. The Accounts’ returns are calculated using a Time Weighted Rate of Return method. Cash holdings and investments in cash equivalents are included in performance calculation. Performance is net of all fees, including a management fee within the range of 0.40% to 1.00% charged on an annual basis, and expenses including taxes and statutory levies thereon.

 

AVERAGE ANNUAL TOTAL RETURNS (in USD)
(for periods ended December 31, 2025)

 

	1 Year	3 Years(1)	5 Years(1)	10 Years(1)	Since Inception(1) (August 1, 2000)
Q India Value Equity Strategy – (Composite) (Net)	(1.17)%	13.61%	11.48%	9.59%	12.73%
MSCI India Index Gross(2)	4.29%	12.45%	10.75%	10.17%	10.35%

 

Past performance is not indicative of future results.

 

Cash holdings and investments in cash equivalent are considered for calculation of performance.

 

Performance computed and reported are net of all fees and all expenses (including taxes/statutory levies thereon).

 

The return shown above are computed as per the Adviser’s internal policy and procedure on performance computation. The Adviser has formulated an internal policy and procedures on inclusion, exclusion of the portfolio accounts and factoring significant cash flows for computing the performance of Composite. The inception date is considered as August 01, 2000, as per these internal performance computation policy and procedures.

Composite’s net returns are computed net of fees and expenses. Returns stated above are assuming reinvestment of all dividend and other earnings. Returns from cash and cash equivalents held in portfolios are included in the return calculations. The various constituents of the Composite pay different management fees. The net-of-fee and expense returns of the Composite indicated in table reflects the weighted average management fees paid to the Adviser by the different constituents of the Composite. As the different constituents of the Composite are subject to different management fee structures, the actual performance experienced by a constituent of the Composite may be worse or better than the net-of-fee-and-expense returns of the Composite.

 

(1)

Annualized. (Compounded Annual Growth Rate)

 

(2)

The MSCI India Index is designed to measure the performance of the large and mid cap segments of the Indian market. With 163 constituents, the index covers approximately 85% of the Indian equity universe. MSCI India (Gross) Index: This version of the index is termed “Gross” because dividends paid by the constituent stocks are assumed to be reinvested before deducting applicable taxes. It is important to note that “Gross” refers to the returns before deduction of taxes on dividends; and it should not be confused with returns that are Gross of fees and other expenses.

 

ACCOUNT INFORMATION

 

How to Buy Shares

 

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means that when you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you. We also may ask to see your driver’s license or other identifying documents, and may take additional steps to verify your identity. If we do not receive these required pieces of information, there may be a delay in processing your investment request, which could subject your investment to market risk. If we are unable to immediately verify your identity, the Fund may restrict further investment until your identity is verified. However, if we are unable to verify your identity, the Fund reserves the right to close your account without notice and return your investment to you at the NAV per share determined on the day your account is closed. If we close your account because we are unable to verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.

 

Classes of Shares

 

The Fund currently offers three share classes: Class I, Class II and Investor Class. Each class of shares of the Fund has its own fee structure. The Class I and Class II shares are offered only through certain types of financial intermediaries and to certain institutional investors. Institutional investors may include, but are not limited to, corporations, retirement plans, public plans and foundations/endowments. Class I and Class II shares are not offered directly to individual investors. Investor Class shares are available to individual investors. At the discretion of the Adviser, investors may exchange their shares of one class for shares of another class.

 

Class I. Class I shares require a minimum initial investment of $500,000. There is no minimum for subsequent investments. Class I shares are available at NAV per share, and are not subject to any 12b-1 fees. Class I shares are available only through certain financial intermediaries such as registered investment advisers and to certain institutional investors.

 

Class II. Class II shares require a minimum initial investment of $10,000,000. There is no minimum for subsequent investments. Class II shares are available at NAV per share, and are not subject to any 12b-1 fees. Class II shares are available only to certain institutional investors with whom the Adviser has a direct relationship.

Investor Class. Investor Class shares require a minimum initial investment of $2,500. There is no minimum for subsequent investments. Investor Class shares are available to individual investors through the Fund’s transfer agent, registered broker-dealers, banks, advisers and other financial institutions. Investor Class shares are purchased at NAV per share without deducting a sales charge. You do not pay an initial sales charge on purchases of Investor Class shares and all of your purchase payment is immediately invested in the Fund. Investor Class shares are subject to a 12b-1 fee of 0.25% of the average daily net assets of the Fund’s Investor Class shares.

 

The Fund reserves the right to change the above eligibility criteria for any share class. The Adviser may waive the minimums for any class of shares at its discretion, including for existing clients of the Adviser. The Fund may waive or lower investment minimums for investors who invest in the Fund through an asset-based fee program made available through a financial intermediary. The Fund may waive or lower the investment minimum for investors who invest in the Fund through an employer sponsored retirement plan. If your investment is aggregated into an omnibus account established by an investment adviser, broker or other intermediary, the account minimums apply to the omnibus account, not to your individual investment; however, the financial intermediary may also impose minimum requirements that are different from those set forth in this Prospectus. If you choose to purchase or redeem shares directly from the Fund, you will not incur charges on purchases and redemptions. However, if you purchase or redeem shares through a broker-dealer or another intermediary, you may be charged a fee (including commissions) by that intermediary.

 

Initial Purchase

 

By Mail - To be in proper form, your initial purchase request must include:

 

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a completed and signed investment application form;

 

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a personal check with name pre-printed (subject to the minimum amount) made payable to the Fund (the initial purchase cannot be made via ACH); and

 

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an indication of which share class is to be purchased.

 

Mail the application and check to:

 

U.S. Mail:	Q India Equity Fund
	c/o Ultimus Fund Solutions, LLC
	P.O. Box 46707
	Cincinnati, Ohio 45246
Overnight:	Q India Equity Fund
	c/o Ultimus Fund Solutions, LLC
	225 Pictoria Drive, Suite 450
	Cincinnati, Ohio 45246

By Wire - You may also purchase shares of the Fund by wiring federal funds from your bank, which may charge you a fee for doing so. To wire money, you must call Shareholder Services at 1-833-894-0514 to obtain instructions on how to set up your account and to obtain an account number.

 

You must provide a signed application to Ultimus Fund Solutions, LLC (“Ultimus”), at the above address, to complete your initial wire purchase. Wire orders will be accepted only on a day on which the Fund, its custodian and its transfer agent are open for business. A wire purchase will not be considered made until the wired money is received and the purchase is accepted by the Fund. The purchase price per share will be the NAV per share next determined after the wire purchase is accepted by the Fund. Any delays which may occur in wiring money, including delays which may occur in processing by the banks, are not the responsibility of the Fund or its transfer agent. There is presently no fee for the receipt of wired funds, but the Fund may charge shareholders for this service in the future.

Additional Investments

 

You may purchase additional shares of the Fund at any time by mail, wire or automatic investment. Each additional mail purchase request must contain:

 

●

your name

 

●

the name on your account(s)

 

●

your account number(s)

 

●

a check made payable to “Q India Equity Fund”

 

Checks should be sent to the Fund at the address listed under the heading “Initial Purchase – By Mail” in this Prospectus. To wire money, you must call Shareholder Services at 1-833-894-0514 to obtain instructions.

 

Automatic Investment Plan

 

Shareholders may purchase shares through an Automatic Investment Plan (“AIP”), which provides for regular, periodic purchases in accordance with the shareholder’s instructions and the transfer agent’s procedures. With the shareholder’s authorization, the transfer agent will process AIP purchases in the amount and frequency selected by the shareholder. There is a $100 minimum investment amount required to participate in the AIP. Shareholders may change or terminate AIP instructions at any time by contacting the transfer agent. Only bank accounts maintained at U.S. financial institutions may be used. The Fund and/or the transfer agent may modify, suspend, or terminate the AIP at any time.

 

Tax Sheltered Retirement Plans

 

Shares of the Fund may be an appropriate investment medium for tax-sheltered retirement plans, including: IRA; simplified employee pensions (“SEP”); 401(k) plans; qualified corporate pension and profit-sharing plans (for employees); 403(b) plans and other tax-deferred investment plans (for employees of public school systems and certain types of charitable organizations); and other qualified retirement plans. You should contact the Fund’s transfer agent for the procedure to open an IRA or SEP plan, as well as more specific information regarding these retirement plan options. Please consult with an attorney or tax adviser regarding these plans. You must pay custodial fees for your IRA by redemption of sufficient shares of the Fund from the IRA unless you pay the fees directly to the IRA custodian. Call the Fund’s transfer agent about the IRA custodial fees.

 

Distribution Plan

 

The Trust has adopted a distribution plan with respect to the Fund’s Investor Class shares in accordance with Rule 12b-1 under the 1940 Act. Under the Fund’s plan, the Fund pays the Fund’s distributor, the Adviser and/or other financial intermediaries, a fee of 0.25% of the average daily net assets of Investor Class shares. Because these fees are an ongoing expense, over time they reduce the net investment results of the Fund.

 

Other Purchase Information

 

The Fund may limit the amount of purchases and refuse to sell shares to any person. If your check or electronic payment does not clear, you will be responsible for any loss incurred by the Fund and charged a $25 fee to defray bank charges. You may be prohibited or restricted from making future purchases in the Fund. Checks must be made payable to the Fund. The Fund and its transfer agent may refuse any purchase order for any reason. Cash, third party checks (except for properly endorsed IRA rollover checks), counter checks, starter checks, traveler’s checks, money orders (other than money orders issued by a bank), credit card checks, and checks drawn on non-U.S. financial institutions will not be accepted. Cashier’s checks, bank official checks, and bank money orders are reviewed on a

case-by-case basis and may be accepted under certain circumstances. In such cases, a 15 business day hold will be applied to the funds (which means that you may not redeem your shares until the holding period has expired).

 

The Fund has authorized certain financial intermediaries to accept on its behalf purchase and sell orders. The Fund is deemed to have received an order when the authorized person or designee accepts the order, and the order is processed at the NAV per share next calculated thereafter. It is the responsibility of the financial intermediary to transmit orders promptly to the Fund’s transfer agent.

 

How to Redeem Shares

 

You may receive redemption payments by check, ACH or federal wire transfer. The minimum redemption amount via ACH is $100 and the minimum redemption amount via wire is $1,000. The proceeds may be more or less than the purchase price of your shares, depending on the market value of the Fund’s securities at the time of your redemption. A wire transfer fee of $15 is charged to defray custodial charges for redemptions paid by wire transfer. This fee is subject to change. Any charges for wire redemptions will be deducted from your Fund account by redemption of shares.

 

The redemption price is the NAV per share next determined after your request is received in good order, less any applicable fees.

 

The Fund encourages, to the extent possible, advance notification of large redemptions. The Fund typically expects that it will take up to seven days following the receipt of your redemption request to pay out redemption proceeds by check or electronic transfer. The Fund typically expects to pay redemptions from cash, cash equivalents, proceeds from the sale of Fund shares, any lines of credit, and then from the sale of portfolio securities. These redemption payment methods will be used in regular and stressed market conditions.

 

The Fund will normally pay your redemption proceeds to you in cash. However, if the amount you are redeeming is over the lesser of $250,000 or 1% of the Fund’s NAV, the Fund, at its sole discretion, has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the Fund’s NAV in securities instead of cash. If an in-kind distribution is made, you may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of securities received from the Fund. If you redeem your shares through a financial intermediary, you may be charged a fee (including commissions) by that financial intermediary.

 

By Mail - You may redeem any part of your account in the Fund at no charge by mail. Your request should be addressed to:

 

U.S. Mail:	Q India Equity Fund
	c/o Ultimus Fund Solutions, LLC
	P.O. Box 46707
	Cincinnati, Ohio 45246
Overnight:	Q India Equity Fund
	c/o Ultimus Fund Solutions, LLC
	225 Pictoria Drive, Suite 450
	Cincinnati, Ohio 45246

Your request for a redemption must include your letter of instruction, including the Fund name, account number, account name(s), the address, and the dollar amount or number of shares you wish to redeem. Requests to sell shares that are received in good order are processed at the NAV per share next calculated after we receive your order in proper form. To be in proper order, your request must be signed by all registered share owner(s) in the exact name(s) and any special capacity in which they are registered. The Fund may require that signatures be guaranteed if you

request the redemption check be made payable to any person other than the shareholder(s) of record or mailed to an address other than the address of record, if the mailing address has been changed within 30 days of the redemption request, or in certain other circumstances, such as to prevent unauthorized account transfers or redemptions. The Fund may require a signature guarantee if a redemption is transmitted by ACH or wire to a bank other than the bank of record. The Fund may also require a signature guarantee for redemptions of $50,000 or more. Signature guarantees are for the protection of shareholders. All redemptions requiring a signature guarantee must utilize a New Technology Medallion stamp, generally available from the bank where you maintain your checking or savings account. For joint accounts, both signatures must be guaranteed. Please call Shareholder Services at 1-833-894-0514 if you have questions. At the discretion of the Fund or its transfer agent, you may be required to furnish additional legal documents to ensure proper authorization.

 

By Telephone – Unless you have opted out of telephone privileges, you may redeem any part of your account (up to $50,000) in the Fund by calling Shareholder Services at 1-833-894-0514. Payment will be made by check mailed to the address of record unless you have previously provided electronic funds transfer instructions. The Fund, the transfer agent and the custodian are not liable for following redemption instructions communicated by telephone to the extent that they reasonably believe the telephone instructions to be genuine. However, if they do not employ reasonable procedures to confirm that telephone instructions are genuine, they may be liable for any losses due to unauthorized or fraudulent instructions. Procedures employed may include recording telephone instructions and requiring a form of personal identification from the caller.

 

The Fund or its transfer agent may terminate telephone redemption procedures at any time. During periods of high market activity, you may encounter higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close. Neither the Fund nor its transfer agent will be held liable if you are unable to place your trade due to high call volume. If you are unable to reach the Fund by telephone, you may request a redemption by mail.

 

Tax Withholding

 

Distributions from IRAs and other retirement accounts may be subject to federal income tax withholding and, where applicable, state income tax withholding. Federal income tax generally will be withheld from IRA distributions unless you elect otherwise on the applicable request form. If you do not make a withholding election, withholding will be applied in accordance with applicable law and IRS rules. State income tax withholding may also apply depending on your state of residence and applicable state law. Withholding is not a determination of your actual tax liability.

 

Additional Information

 

If you are not certain of the requirements for a redemption please call Shareholder Services at 1-833-894-0514. Redemptions specifying a certain date or share price cannot be accepted and will be returned. You will be mailed the proceeds on or before the seventh day following the redemption. However, payment for redemption made against shares purchased by check will be made only after the check has been collected, which normally may take up to fifteen calendar days. Also, when the New York Stock Exchange (the “NYSE”) is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing, or under any emergency circumstances, as determined by the U.S. Securities and Exchange Commission (the “SEC”), the Fund may suspend redemptions or postpone payment dates. You may be assessed a fee if the Fund incurs bank charges because you direct the Fund to re-issue a redemption check.

 

For non-retirement accounts, redemption proceeds, including dividends and other distributions, sent by check by the Fund and not cashed within 180 days will be reinvested in the Fund at the current day’s NAV per share. Redemption proceeds that are reinvested are subject to the risk of loss like any other investment in the Fund.

Because the Fund incurs certain fixed costs in maintaining shareholder accounts, the Fund may require you to redeem all of your shares in the Fund on 30 days written notice if the value of your shares in the Fund is less than the Fund’s required minimum initial investment due to redemptions, or such other minimum amount as the Fund may determine from time to time. You may increase the value of your shares in the Fund to the minimum amount within the 30-day period. All shares of the Fund are also subject to involuntary redemption if the Board determines to liquidate the Fund. In such event, the Fund will provide notice to shareholders, but the Fund will not be required to obtain shareholder approval prior to such liquidation. An involuntary liquidation will create a capital gain or capital loss which may have tax consequences about which you should consult your tax adviser.

 

Fund Policy on Market Timing

 

The Fund discourages market timing. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of Fund shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. The Board has adopted a policy directing the Fund to reject any purchase order with respect to any investor, a related group of investors or their agent(s), where the Fund detects a pattern of purchases and sales of the Fund’s shares that indicates market timing or trading that it determines is abusive. This policy generally applies to all shareholders of the Fund.

 

Ultimus, the Fund’s administrator, performs automated monitoring of short-term trading activity with respect to the Fund. Instances of suspected short-term trading are investigated by the administrator’s compliance department. If an instance is deemed a violation of the short-term trading policies of the Fund, then Ultimus notifies the Adviser and action, such as suspending future purchases, may be taken. A quarterly certification reporting any instances of short-term trading in violation of the Fund’s policies is provided to the Board.

 

There is no guarantee that the Fund will be able to detect or deter market timing in all accounts. In particular, many shareholders may invest in the Fund through financial intermediaries that hold omnibus accounts with the Fund. Omnibus accounts—in which Fund shares are held in the name of an intermediary on behalf of multiple beneficial owners—are a common form that financial intermediaries (including brokers, advisers, and third-party administrators) use to hold shares for their clients. In general, the Fund is not able to identify trading by a particular beneficial owner within an omnibus account, which makes it difficult or impossible to determine if a particular shareholder is engaging in market timing. Ultimus reviews trading activity at the omnibus account level and looks for activity that may indicate potential frequent trading or market timing. If cash flows or other information indicate that market timing may be taking place, the Fund will seek the intermediary’s assistance to help identify and remedy any market timing. However, the Fund’s ability to monitor and deter market timing in omnibus accounts ultimately depends on the capabilities and cooperation of these third-party financial intermediaries. Financial intermediaries may apply different or additional limits on frequent trading. If you invest in the Fund through an intermediary, please read that intermediary’s program materials carefully to learn of any additional rules or fees that may apply.

 

Summary of Shareholder Fees

 

Below are fees that may be paid by shareholders of the Fund, some of which have been addressed above:

 

Annual IRA Custodial Fee	$25.00
Removal of excess contribution or Roth conversion/recharacterization	$25.00
Outbound Wire	$15.00
Returned ACH/Bounced Check	$25.00
IRA Withdrawal Fee (transfer or redemption)	$25.00
Overnight Delivery	$35.00
Statement Retrieval Fee	$25.00

Lost Shareholders, Inactive Accounts and Unclaimed Property

 

Unclaimed property laws may require the Fund or its transfer agent to transfer the assets of accounts that are considered abandoned, inactive, or lost (due to returned mail) to the appropriate state authority. An account may be deemed unclaimed if the shareholder has not initiated any contact or transaction within a time period specified by applicable state law.

 

Before any transfer to the state is made, the Fund or its transfer agent will send a due diligence notice to the shareholder as required by law.

 

In some cases, this process is referred to as escheatment, shareholders may be required to reclaim the assets from the applicable state’s unclaimed property office. Some states may also require the liquidation of shares prior to escheatment, and shareholders may only be entitled to receive the cash value at the time of sale.

 

For retirement accounts, such escheatment may be treated as a taxable distribution, and federal and/or state income tax withholding may apply.

 

To help avoid escheatment, shareholders should maintain current contact information and periodically initiate contact with the Fund or its transfer agent. Examples of shareholder-initiated contact include written correspondence, telephone inquiries, or initiating a transaction in the account.

 

In accordance with Texas law, residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. A Texas Designation of Representative Form is available for making such an election.

 

Determination of Net Asset Value

 

The price you pay for your shares is based on the Fund’s NAV per share for the applicable class. The NAV per share of each class is calculated at the close of trading (normally 4:00 p.m. Eastern time) on each day the NYSE is open for business. The NYSE is closed on Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV per share of each class is calculated by dividing the value of its total assets (including interest and dividends accrued but not yet received) minus liabilities (including accrued expenses) by the total number of shares of the class outstanding. Requests to purchase and sell shares are processed at the applicable NAV per share next calculated after the Fund receives your order in proper form.

 

Equity securities are generally valued by using market quotations. Equity securities are generally valued based on their official closing price on the primary exchange on which the equity securities are listed. Lacking a closing price, an exchange traded security is generally valued by the pricing service at its last traded price. Securities listed on the NASDAQ National Market System are generally valued by a pricing service at the NASDAQ Official Closing Price, which may differ from the last sales price reported.

 

Fixed income securities are generally valued per the Valuation policy of the Adviser. In determining the value of a bond or other fixed income security, matrix pricing takes into consideration recent transactions, yield, liquidity, risk, credit quality, coupon, maturity and type of issue, and any other factors or market data as the independent pricing service deems relevant for the security being priced and for other securities with similar characteristics.

 

In the event that market quotations are not readily available or are considered unreliable due to market or other events (including events that occur after the close of the trading market but before the calculation of the NAV), then the securities are valued in good faith by the Adviser, as the Valuation Designee as per the Adviser’s Valuation Policy, under oversight of the Board’s Pricing & Liquidity Committee. When pricing securities using its fair valuation policies and procedures, the Valuation Designee seeks to assign a value that represents the amount that the Fund might reasonably expect to receive upon a current sale of the securities.

 

Without fair value pricing, short-term traders could take advantage of the arbitrage opportunity and dilute the NAV

of long-term investors. Fair valuation of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders. However, there is no assurance that fair value pricing policies will prevent dilution of the Fund’s NAV by short-term traders, or that the Fund will realize fair valuation upon the sale of a security. The Fund may invest in portfolio securities that are listed on recognized Indian Stock Exchanges that trade on days when the Fund does not price its shares and, as a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares. Proceeds from shareholder purchases may not be invested until the Indian Stock Exchanges are next open.

 

Given the subjectivity inherent in fair valuation and the fact that events could occur after NAV calculation, the actual market prices for a security may differ from the fair value of that security as determined by the Valuation Designee at the time of NAV calculation. Thus, discrepancies between fair values and actual market prices may occur on a regular and recurring basis. These discrepancies do not necessarily indicate that the Valuation Designee’s fair value methodology is inappropriate. The Valuation Designee will adjust the fair values assigned to securities in the Fund’s portfolio, to the extent necessary, as soon as market prices become available.

 

Dividends, Distributions and Taxes

 

Dividends and Distributions. The Fund typically distributes to its shareholders as dividends substantially all of its net investment income annually and any realized net capital gains annually. These distributions, if any, are automatically reinvested in the Fund unless you request cash distributions on your application or through a written request.

 

Unless you indicate another option on your account application, any dividends and capital gain distributions paid to you by the Fund automatically will be invested in additional shares of the Fund. Alternatively, you may elect to have: (1) dividends paid to you in cash and the amount of any capital gain distributions reinvested; or (2) the full amount of any dividends and capital gain distributions paid to you in cash. The Fund will send dividends and capital gain distributions elected to be received as cash to the address of record or bank of record on the applicable account. Your distribution option will automatically be converted to having all dividends and other distributions reinvested in additional shares if any of the following occur:

 

●

Postal or other delivery service is unable to deliver checks to the address of record;

 

●

Dividends and capital gain distributions are not cashed within 180 days; or

 

●

Bank account of record is no longer valid.

 

Dividends and capital gain distribution checks issued by the Fund which are not cashed within 180 days will be reinvested in the Fund at the current day’s NAV per share. When reinvested, those amounts are subject to market risk like any other investment in the Fund.

 

Taxes. The following discussion is a summary of certain important U.S. federal income tax considerations generally applicable to investments in the Fund. Your investment in the Fund may have other tax implications. Please consult your tax advisor about the tax consequences of an investment in Fund shares, including the possible application of foreign, state, and local tax laws.

 

The Fund intends to elect and to qualify each year for treatment as a regulated investment company (or “RIC”). If it meets certain minimum distribution requirements, a RIC is not subject to tax at the Fund level on income and gains from investments that are timely distributed to shareholders. However, the Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in Fund-level taxation and consequently a reduction in income available for distribution to shareholders.

 

For U.S. federal income tax purposes, distributions of investment income are generally taxable as ordinary income or qualified dividend income. Taxes on distributions of capital gains (if any) are determined by how long the Fund owned

the assets that generated them, rather than how long a shareholder has owned Fund shares. Sales of assets held by the Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by the Fund for one year or less generally result in short-term capital gains and losses. Distributions of the Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains. For non-corporate shareholders, long-term capital gains are generally subject to tax at reduced rates. Distributions of short-term capital gains will generally be taxable as ordinary income. Distributions reported by the Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided holding period and other requirements are met. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that the Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. The investment strategies of the Fund may limit its ability to distribute dividends eligible for the reduced rates applicable to qualified dividend income.

 

You may want to avoid making a substantial investment when the Fund is about to make a taxable distribution because you would be responsible for any taxes on the distribution regardless of how long you have owned your shares.

 

Certain dividends received by the Fund on the stock of U.S. corporations (generally, dividends received by the Fund in respect of any share of stock (1) as to which the Fund has met certain holding period requirements and (2) that is held in an unleveraged position) may be eligible for the dividends received deduction, which is generally available to corporate shareholders under the Internal Revenue Code provided such dividends are also appropriately reported as eligible for the dividends received deduction by the Fund. In order to qualify for the dividends received deduction, corporate shareholders must also meet minimum holding period requirements with respect to their Fund shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to their Fund shares. The trading strategies of the Fund may significantly limit its ability to distribute dividends eligible for the dividends received deduction for corporations.

 

Distributions (other than Capital Gain Dividends) paid to shareholders that are neither citizens nor residents of the U.S. or to foreign entities will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies, but Capital Gain Dividends generally are not subject to U.S. taxation, unless the shareholder is a nonresident alien individual who is physically present in the United States for 183 days or more per year. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest related dividend” or a “short term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, if certain other requirements are met. Different tax consequences may result if you are a non-U.S. shareholder engaged in a trade or business within the United States.

 

Selling shares for a gain is usually a taxable event to the Fund’s shareholders as long-term or short-term capital gains, depending on whether you held the shares for more than one year or less than that period, respectively. Losses are subject to special rules.

 

An additional 3.8% Medicare tax generally will be imposed on certain net investment income of non-corporate taxpayers, including dividends and capital gain distributions received from the Fund and gains from the sale of shares, including redemptions.

 

If shares of the Fund are purchased within 30 days before or after redeeming other shares of the Fund at a loss, all or a portion of that loss will not be deductible and will increase the basis of the newly purchased shares. If shares of the Fund are sold at a loss after being held by a shareholder for six months or less, the loss will be a long-term, instead of short-term, capital loss to the extent of any capital gain distributions received on the shares.

 

If you are a non-corporate shareholder and if the Fund does not have your correct social security or other taxpayer

identification number, the backup withholding rules of U.S. federal income tax law require us to withhold and pay to the Internal Revenue Service (“IRS”) 24% of your distributions and sales proceeds. Any such tax withheld may be applied against the tax liability on your federal income tax return.

 

Dividends, interest and other income received by the Fund with respect to foreign securities may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. The Fund may need to file special claims for refunds to secure the benefits of a reduced rate. If, as of the close of a taxable year, more than 50% of the total assets of the Fund consists of stock or securities of foreign corporations, the Fund intends to elect to “pass through” to investors the amount of foreign income and similar taxes (including withholding taxes) paid by the Fund during that taxable year. If the Fund elects to “pass through” such foreign taxes, then investors will be considered to have received as additional income their respective shares of such foreign taxes, but may be entitled to either a corresponding tax deduction in calculating taxable income, or, subject to certain limitations, a credit in calculating federal income tax. 

The foregoing discussion summarizes some of the consequences under current U.S. federal income tax law of an investment in the Fund. It is not a substitute for personal tax advice. Because your tax situation is unique, you should consult your tax professional about federal, state, local and foreign tax consequences. Please refer to the SAI for information about taxation under India law.

 

Cost Basis Reporting. Federal law requires mutual fund companies to report their shareholders’ cost basis, gain/loss, and holding periods to the IRS on Fund shareholders’ Form 1099s when “covered” securities are sold. Covered securities generally include any regulated investment company and/or dividend reinvestment plan shares acquired on or after January 1, 2012.

 

The Fund has chosen Average Cost as its default tax lot identification method for all shareholders. A tax lot identification method is the way the Fund will determine which specific shares are deemed to be sold when there are multiple purchases (including reinvested dividends and declared or reinvested capital gain distributions) on different dates at differing NAVs, and the entire position is not sold at one time. The Fund’s default tax lot identification method is the method covered shares will be reported on your IRS Form 1099-B if you do not select a specific tax lot identification method. You may choose a method different than the Fund’s default method at the time of your purchase or upon the sale of covered shares. Please refer to the appropriate Treasury Department regulations or consult your tax adviser with regard to your personal circumstances.

 

General Disclaimer. For those securities defined as “covered” under current IRS cost basis reporting regulations, the Fund is responsible for maintaining accurate cost basis and tax lot identification information for tax reporting purposes. The Fund is not responsible for the reliability or accuracy of the information for those securities that are not “covered.” The Fund and its service providers do not provide tax advice. You should consult independent sources, which may include a tax professional, with respect to any decisions you may make with respect to choosing a tax lot identification method.

 

ADDITIONAL INFORMATION ABOUT MANAGEMENT OF THE FUND

 

Adviser

 

Quantum Advisors Private Limited, incorporated in India, located at 1^st Floor, Apeejay House, 3 Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai, India 400020, serves as the investment adviser to the Fund. The Adviser was founded in 1990 and is a “limited liability” private limited company governed under the laws of India. The Adviser is registered in India as portfolio manager with SEBI, as an investment adviser with the SEC, and as a restricted portfolio manager in the Canadian provinces of British Columbia, Quebec and Ontario. As of December 31, 2025, the Adviser managed/advised approximately $2.29 billion in assets.

 

The management team of the Adviser owns 50.80% in equity of the Company and the balance 49.20% is held by HWIC Asia Fund Class Q Shares (“HWIC Asia*”). Mr. Ajit Dayal, the Promoter of the Adviser and a Portfolio Manager of the Fund, owns 34.97% of the Adviser.

 

*

HWIC Asia Fund is ultimately beneficially owned by Fairfax Financial Holdings Limited (FFHL), a company listed on the Toronto Stock Exchange. FFHL is the ultimate parent entity of the Toronto based Fairfax group. FFHL, a financial services holding company, through its subsidiaries, is engaged in property and casualty insurance, reinsurance and investment management activities.

 

The day-to-day operations of the Adviser are managed by a team of experienced professionals, all of whom are shareholders in Quantum Advisors. HWIC Asia is not involved in the day-to-day management and business operations of the Adviser including research and portfolio management. HWIC Asia has indicated their intention to be a passive financial shareholder of the company, but they have customary minority protection rights as a passive financial shareholder.

For its management services, the Adviser is entitled to receive a management fee at the annual rate of 0.65% of the average daily net assets of the Fund. The Adviser, has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses in order to limit the Fund’s total annual operating expenses (inclusive of 12b-1 distribution fees) to 0.98%, 0.75%, and 1.23% of the average daily net assets of the Fund’s Class I, Class II, and Investor Class shares, respectively, through April 30, 2029 and to 1.05%, 1.05%, and 1.30% of the average daily net assets of the Fund’s Class I, Class II, and Investor Class shares, respectively, through May 1, 2036 (excluding portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees (the “Board”); expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business). This expense cap may not be terminated prior to this date except by the Board upon sixty days’ written notice to the Adviser. Each fee waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular fee waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the fee waiver/expense payment and any expense limitation in effect at the time of the recoupment..

 

The Adviser pays an affiliate advisory firm, Quantum Asset Management Company Private Limited (“QAMC”) for research services. QAMC does not provide advisory services to the Fund.

 

A discussion summarizing the basis on which the Board approved the management agreement for the Fund is included in the Fund’s Form N-CSR dated June 30, 2025.

 

Portfolio Managers

 

The investment decisions for the Fund are made by Messrs. Ajit Dayal, I.V. Subramaniam, and Nilesh Shetty.

 

Mr. Ajit Dayal - Mr. Dayal has over 41 years of experience in asset management and financial research and analysis. He founded Quantum Advisors Private Limited in 1990, an India-based SEBI registered Portfolio Manager, a SEC-registered Investment Adviser, and as a “restricted portfolio manager” in the Canadian provinces of British Columbia, Ontario and Quebec, Mr. Dayal has worked with leading US and UK financial advisory and asset management firms either as a key member of the executive management team or through the Investment Advisor as a joint venture partner.

 

Between 2000 and 2004, he was the Deputy Chief Investment Officer for Hansberger Global Investors, Inc. (“HGI”), which provided investment advisory services to its own family of mutual funds. Mr. Dayal was recruited to the firm in 1997 by the firm’s founder and chief executive officer, Mr. Thomas Hansberger (who had previously been a co-founder, along with Sir John Templeton and Mr. John Galbraith, of Templeton, Galbraith & Hansberger Ltd., a global fund management firm that became part of Franklin Templeton Investments). During Mr. Dayal’s tenure as Deputy Chief Investment Officer assets under management at HGI grew from USD 2 billion to USD 5 billion. Mr. Dayal served as the lead manager for USD 2 billion Vanguard International Value Fund from July 2000 to April 2004, leading a four-person team for the account. During his time at HGI, Mr. Dayal also continued to manage the Investment Advisor, which was responsible for a USD 70 million allocation to listed Indian equities.

 

From 1995 to 1997, the Adviser, acting as a sub-advisor, managed an approximately USD 40 million allocation for listed Indian equities for the Prolific India Opportunity Fund, London, England, and an approximately USD 25 million venture capital fund, the Walden Nikko India Ventures Fund, investing in unlisted Indian companies. From 1992 to 1995, the Investment Advisor was the local partner with Jardine Fleming Limited, HK, where Mr. Dayal was instrumental in building a 150-person organization that provided all of Jardine Fleming’s research, broking, investment

banking and investment management services in India. In 1994 Mr. Dayal also helped to establish the NYSE-listed Jardine Fleming India Fund and had local investing responsibility for approximately USD 300 million of the assets under management in this fund. Mr. Dayal was voted best analyst for India by AsiaMoney in 1993 and 1994 and was also voted best analyst for India by Institutional Investor and nominated to All-Star Asian Team, 1994.

 

Prior to founding the Adviser in 1990, Mr. Dayal was the Chief Executive Officer of UTI Investment Advisory Services Limited, the Delaware-based investment advisor of The India Growth Fund, a closed-ended fund listed on the NYSE. Mr. Dayal was a “jobber” on the floor of the Bombay Stock Exchange, the oldest stock exchange in Asia, and as a Director of the Ashok Birla Group of companies, focusing on establishing new businesses through joint ventures with multinational companies such as S. G. Warburg of UK, Shearson Lehman of USA, Yamaha Motor Company of Japan, and 3M of USA.

 

Mr. Dayal also helped to found, and is a substantial shareholder of, Quantum Information Services Limited (an India-focused financial services portal, Primary Real Estate Advisors Pvt. Ltd (a real estate investment advisor information), and HelpYourNGO India Private Limited (an India-focused charity enterprise).

 

He has served as a Director on the Boards of Quantum Advisors, Quantum Information Services Limited and Equitymaster Agora Research Private Limited (a 50-50 Joint Venture between QIS & Agora Inc., USA), which provides equity research services. Money Simplified Services Private Limited, PREI Management Ltd, a Mauritius based Investment Manager managing a India based real estate asset portfolio, Common Sense Living Private Limited, Quantum Asset Management Company Pvt. Ltd, the 100% subsidiary of the Investment Advisor and the Pacific Pension Institute.

 

Mr. Dayal earned his Bachelor’s degree in Economics from Bombay University in 1981 and his Master’s degree in Business Administration (MBA) from the University of North Carolina at Chapel Hill in 1983.

 

Mr. I.V. Subramaniam - I.V. Subramaniam (Subbu) is the Managing Director and Group Head – Equities of Quantum Advisors Private Ltd (QAS). He has 34 years of experience in in the Indian capital markets including 4 years in global equity research.

 

Subbu joined QAS as an investment analyst in June 1996 and was promoted as a director in 1998. He was initially responsible for preparing research reports on Indian companies for Prolific India Opportunities Fund, a UK based India dedicated fund. Beginning December 1997 he was responsible for preparing detailed research reports on Indian companies that were used by Hansberger Global Investors (HGI), a Florida based money management firm. From year 2000 to beginning of year 2004, Subbu was responsible for doing research on cement companies globally and on electric utilities in emerging countries. Research on Global companies involved extensive travel to meet companies such as Lafarge, Holcim, St Gobain, Cemex, Beijing Datang, Kepco and other companies in developed as well as emerging countries. Since June 2000, Subbu has managed India-dedicated portfolios for Indian clients and since 2005, he has managed India-dedicated portfolios for international clients.

 

Subbu began his career in the Indian financial services industry in 1991 and worked in share registry, broking as well as equity research. Subbu is a CFA charter holder. He received his Bachelors’ of Commerce degree in 1983 from Osmania University, Hyderabad and his Bachelors’ of Law degree in 1987 from Osmania University, Hyderabad. Subbu is also a qualified Company Secretary, from the Institute of Company Secretaries in India.

Mr. Nilesh Shetty - Nilesh Shetty (Nilesh) is the Portfolio Manager for the Long Only India Equity Value strategy at Quantum Advisors Private Ltd (QAS). He has 20 years of experience in the Indian capital markets.

 

Nilesh joined the Quantum Group in December 2009 as a Senior Investment Analyst in Quantum Asset Management Company a 100% subsidiary of Quantum Advisors. Prior to joining Quantum, Nilesh had spent 5.5 years on the Sell side (Pranav Securities Pvt Ltd: 2004-2007 & Edelweiss Ltd: 2007-2009) working as an Investment Analyst tracking sectors like Cement, Capital Goods and diverse Small and Midcap Stocks.

 

At Quantum Asset Management, he was appointed as the lead analyst to cover Engineering and Capital good sector as well as the Aviation sector. His job profile again involved extensive travel to meet companies in the Capital goods and Aviation space, visit factories, making detailed reports, submit it to the entire research team for approval and once approved became the basis for portfolio decisions.

 

From March 2011, he was designated as Associate Fund manager for the Quantum Long Term Equity Value Fund which manages Indian retail money under the same style and process as the Quantum Long Only India Equity Value strategy. In September 2020, he was appointed as the as Fund Manager for the Quantum Long Term Equity Fund.

 

In April 2022, Nilesh was transferred internally to Quantum Advisors and was appointed as the Portfolio Manager for the Quantum Long Only India Equity Value strategy. Nilesh has been part of core value portfolio team since 2011 and currently covers stocks in the Insurance and Aviation sector.

 

Nilesh began his career in the Indian financial services industry in 2003 and worked in leading private sector bank as part of Retail Channel Liabilities Group in branch banking.

 

Nilesh is a CFA charter holder. He received his Master of Management Degree in 2003 from Mumbai University. He has also passed his CPA exams from AICPA (not an Active Member) as well as passed his Charted Global Management Accounting exams from CIMA, UK (not an Active Member).

 

The Fund’s SAI provides additional information about the Fund’s Portfolio Managers, including their compensation, other accounts that they manage, and ownership of shares of the Fund.

FINANCIAL HIGHLIGHTS

 

The following table is intended to help you better understand the Fund’s financial performance for the period shown. Total return in the table represents the rate that you would have earned (or lost) on an investment in the Fund, assuming reinvestment of all dividends and distributions. The information was audited by Cohen & Company, Ltd., an Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the Fund’s Form N-CSR for the fiscal period ended December 31, 2025, which are available upon request without charge.

 

Q India Equity Fund – Class I

 

(For a share outstanding during the period)

 

		For the Period Ended December 31, 2025(a)
Selected Per Share Data:
Net asset value, beginning of period		$	10.00
Investment operations:
Net realized and unrealized gain			0.20
Total from investment operations			0.20
Net asset value, end of period		$	10.20
Total Return(b)(c)			2.00	%
Ratios and Supplemental Data:
Net assets, end of period (000)		$	996
Ratio of net expenses to average net assets(d)			0.98	%
Ratio of expenses to average net assets before reimbursement/recoupment(d)			55.28	%
Ratio of net investment loss to average net assets(d)			0.11	%
Portfolio turnover rate(c)			1	%

(a)

For the period January 6, 2025 (commencement of operations) to December 31, 2025.

 

(b)

Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

 

(c)

Not annualized.

 

(d)

Annualized.

Q India Equity Fund – Class II

 

(For a share outstanding during the period)

 

		For the Period Ended December 31, 2025(a)
Selected Per Share Data:
Net asset value, beginning of period		$	10.00
Investment operations:
Net investment income			0.16
Net realized and unrealized gain			0.06
Total from investment operations			0.22
Net asset value, end of period		$	10.22
Total Return(b)(c)			2.20	%
Ratios and Supplemental Data:
Net assets, end of period (000)		$	26
Ratio of net expenses to average net assets(d)			0.75	%
Ratio of expenses to average net assets before reimbursement/recoupment(d)			310.51	%
Ratio of net investment income to average net assets(d)			1.56	%
Portfolio turnover rate(c)			1	%

(a)

For the period January 6, 2025 (commencement of operations) to December 31, 2025.

 

(b)

Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

 

(c)

Not annualized.

 

(d)

Annualized.

Q India Equity Fund – Investor Class

 

(For a share outstanding during the period)

 

		For the Period Ended December 31, 2025(a)
Selected Per Share Data:
Net asset value, beginning of period		$	10.00
Investment operations:
Net investment income			0.10
Net realized and unrealized gain			0.08
Total from investment operations			0.18
Net asset value, end of period		$	10.18
Total Return(b)(c)			1.80	%
Ratios and Supplemental Data:
Net assets, end of period (000)		$	33
Ratio of net expenses to average net assets(d)			1.23	%
Ratio of expenses to average net assets before reimbursement/recoupment(d)			308.51	%
Ratio of net investment income to average net assets(d)			1.13	%
Portfolio turnover rate(c)			1	%

(a)

For the period January 6, 2025 (commencement of operations) to December 31, 2025.

 

(b)

Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions.

 

(c)

Not annualized.

 

(d)

Annualized.

FOR MORE INFORMATION

 

You can find additional information about the Fund in the following documents:

 

Annual and Semi-Annual Reports: While the prospectus describes the Fund’s potential investments, the Annual and Semi-Annual Reports detail the Fund’s actual investments as of their report dates. The Annual Report also includes a discussion by Fund management of recent market conditions, economic trends, and investment strategies that significantly affected Fund performance during its last fiscal period.

 

Statement of Additional Information (“SAI”): The SAI supplements the prospectus and contains detailed information about the Fund and its investment restrictions, risks and policies and operations, including the Fund’s policies and procedures relating to the disclosure of portfolio holdings by the Fund’s affiliates. A current SAI for the Fund is on file with the SEC and is incorporated into this Prospectus by reference, which means it is considered part of this Prospectus.

 

You can obtain free copies of the current SAI and Annual and Semi-Annual Reports, as well as other information about the Fund, by contacting Shareholder Services at 1-833-894-0514, or by visiting the Fund’s website at www.QIndiaFund.com.

 

Information about the Fund (including the SAI and other reports) is available on the SEC’s website at https://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].

 

Investment Company Act #811-21237

 

 

 

 

 

 

Q India Equity Fund

 

Class I (QINIX)

Class II (QINSX)

Investor Class (QINRX)

 

A series of the Unified Series Trust

 

STATEMENT OF ADDITIONAL INFORMATION

 

April 30, 2026

 

 

Quantum Advisors Private Limited

1^st Floor, Apeejay House, 3 Dinshaw Vachha Road

Backbay Reclamation, Churchgate

Mumbai, India 400020

 

This Statement of Additional Information (“SAI”) provides general information about the Q India Equity Fund (the “Fund”). This SAI is not a prospectus. It should be read in conjunction with the Fund’s current prospectus (the “Prospectus”). This SAI incorporates by reference the Fund’s annual report to shareholders (the “Annual Report”) and its annual report to shareholders on Form N-CSR for the fiscal period ended December 31, 2025. To obtain a copy of the Prospectus and Annual Report, free of charge, please write to the transfer agent at Ultimus Fund Solutions, LLC (“Ultimus”), P.O. Box 46707, Cincinnati, Ohio 45246, call Shareholder Services at 1-833-894-0514, or visit the Fund’s website at www.QIndiaFund.com.

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

DESCRIPTION OF THE TRUST AND THE FUND	1
ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK CONSIDERATIONS	2
INVESTMENT LIMITATIONS	8
INVESTMENT ADVISER	9
TRUSTEES AND OFFICERS	12
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	19
PORTFOLIO TURNOVER	21
ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM	21
PORTFOLIO TRANSACTIONS AND BROKERAGE	21
CODE OF ETHICS	21
DISCLOSURE OF PORTFOLIO HOLDINGS	22
PROXY VOTING POLICY	22
DETERMINATION OF NET ASSET VALUE	23
REDEMPTION IN-KIND	24
STATUS AND TAXATION OF THE FUND	25
CUSTODIAN	37
FUND SERVICES	37
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	38
DISTRIBUTOR	38
DISTRIBUTION PLAN	38
FINANCIAL STATEMENTS	39
EXHIBIT A	A-1

DESCRIPTION OF THE TRUST AND THE FUND

 

The Fund was organized as a non-diversified series of Unified Series Trust (the “Trust”) on August 20, 2024. The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated October 14, 2002, as amended (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (the “Board” or the “Trustees”) to issue an unlimited number of shares of beneficial interest of separate series without par value. The Fund is one of a series of funds currently authorized by the Board. The investment adviser to the Fund is Quantum Advisors Private Limited (the “Adviser”).

 

The Fund currently offers three classes of shares, Class I, Class II and Investor Class. Each share represents an equal proportionate interest in the assets and liabilities belonging to the applicable class of the Fund and is entitled to such dividends and distributions out of income belonging to the applicable class of the Fund as are declared by the Board. Expenses attributable to any class are borne by that class. On matters that affect the Fund as a whole, each class has the same voting and other rights and preferences as any other class. On matters that affect only one class, only shareholders of that class may vote. Each class votes separately on matters affecting only that class, or as expressly required to be voted on separately by state or federal law. Shares of each class of a series have the same voting and other rights and preferences as the other classes and series of the Trust for matters that affect the Trust as a whole. The Fund may offer additional classes of shares in the future.

 

The Fund does not issue share certificates. All shares are held in non-certificate form registered on the books of the Fund and the Fund’s transfer agent for the account of the shareholder. The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Board has the authority from time to time to divide or combine the shares of any series into a greater or lesser number of shares of that series so long as the proportionate beneficial interest in the assets belonging to that series and the rights of shares of any other series are in no way affected. In case of any liquidation of a series, the holders of shares of the series being liquidated will be entitled to receive as a class a distribution out of the assets, net of the liabilities, belonging to that series. Expenses attributable to any series are borne by that series. Any general expenses of the Trust not readily identifiable as belonging to a particular series are allocated by or under the direction of the Board in such manner as the Board determines to be fair and equitable. No shareholder is liable to further calls or to assessment by the Trust without his or her express consent.

 

Any Trustee of the Trust may be removed by vote of the shareholders holding not less than two-thirds of the outstanding shares of the Trust. The Trust does not hold an annual meeting of shareholders. When matters are submitted to shareholders for a vote, each shareholder is entitled to one vote for each whole share he or she owns and fractional votes for fractional shares he or she owns. All shares of the Fund have equal voting rights and liquidation rights. The Trust Agreement can be amended by the Board, except that certain amendments that could adversely affect the rights of shareholders must be approved by the shareholders affected. All shares of the Fund are subject to involuntary redemption if the Board determines to liquidate the Fund. The Fund will provide notice to the shareholders if the Board determines, in its sole judgment, to liquidate the Fund, but the Fund will not be required to obtain shareholder approval prior to such liquidation. An involuntary redemption will create a capital gain or a capital loss, which may have tax consequences about which you should consult your tax adviser.

 

For information concerning the purchase and redemption of shares of the Fund, see “How to Buy Shares” and “How to Redeem Shares” in the Prospectus. For a description of the methods used to determine the share price and value of the Fund’s assets, see “Determination of Net Asset Value” in the Prospectus and in this SAI.

 

The Fund may authorize one or more brokers or other financial intermediaries to receive on its behalf purchase and redemption orders. Such financial intermediaries would also be permitted to designate others to receive purchase and redemption orders on behalf of the Fund. The Fund will be deemed to have received a purchase or

redemption order when an authorized financial intermediary or, if applicable, its authorized designee, receives the order. Customer orders will be priced at the Fund’s net asset value for the applicable class next computed after they are received by an authorized financial intermediary and accepted by the Fund.

 

The performance of the Fund may be compared in publications to the performance of various indices and investments for which reliable performance data is available. The performance of the Fund may be compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services. The Fund’s annual report contains additional performance information and will be made available to investors upon request and without charge.

 

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS AND RISK
CONSIDERATIONS

 

This section contains additional information regarding some of the investments the Fund may make and some of the techniques it may use to the extent permitted by its investment policies and unless otherwise indicated. The following is not meant to be an exclusive list of all the securities and instruments in which the Fund may invest or investment strategies in which it may engage, and the Fund may invest in instruments and securities and engage in strategies other than those listed below.

 

The Fund will principally invest in portfolio of equity securities and may invest in depository receipts, bank deposit, Government Securities, corporate bonds, treasury bills, certificates of deposit, money market instruments, and shares of mutual funds including ETFs.

 

Equity Investments. Equity securities (which generally include common stocks, preferred stocks, warrants, securities convertible into common or preferred stocks and similar securities) are generally volatile and more risky than some other forms of investment. Equity securities of companies with relatively small market capitalizations may be more volatile than the securities of larger, more established companies and more volatile than the broad equity market indices generally. Common stock and other equity securities may take the form of stock in corporations, partnership interests, interests in limited liability companies and other direct or indirect interests in business organizations.

 

Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, rights and warrants to buy common stocks. The Fund will not seek to concentrate in any specific industry, sector, market-cap, but may at times be concentrated in a specific sector due to the Adviser’s bottom-up security selection process.

 

Common Stocks and Equivalents. The Fund will invest in common stock and common stock equivalents (such as rights and warrants, and convertible securities). Warrants are instruments that entitle the holder to buy underlying equity securities at a specific price for a specific period of time. Buying a warrant generally can provide a greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock. A warrant tends to be more volatile than its underlying securities and ceases to have value if it is not exercised prior to its expiration date. In addition, changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying securities. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect to the assets of the issuer. Rights are similar to warrants, but normally have a short duration and are distributed by the issuer to its shareholders. A right is a privilege granted, typically to existing shareholders of a corporation, to subscribe for shares of a new issue of stock before it is issued. Rights normally have a short life, usually two to four weeks, may be freely transferable and generally entitle the holder to buy the new common stock at a lower price than the public offering price.

Non-U.S. Securities. Investors should recognize that investing in the securities of non-U.S. issuers generally, and particularly in emerging market issuers, involves special considerations which are not typically associated with investing in securities of U.S. issuers. Investments in securities of non-U.S. issuers may involve risks arising from differences between U.S. and non-U.S. securities markets, including less volume, much greater price volatility in and relative illiquidity of non-U.S. securities markets, different trading and settlement practices, and less governmental supervision and regulation, from changes in currency exchange rates, from high and volatile rates of inflation, from economic, social and political conditions and, as with domestic multinational corporations, from fluctuating interest rates.

 

Since most non-U.S. securities are denominated in non-U.S. currencies or traded primarily in securities markets in which settlements are made in non-U.S. currencies, the value of these investments and the net investment income available for distribution to shareholders of the Fund may be affected favorably or unfavorably by changes in currency exchange rates or exchange control regulations. Because the Fund may purchase securities denominated in non-U.S. currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of the Fund’s assets and the Fund’s income available for distribution. The Fund’s foreign currency transactions may give rise to ordinary income or loss, for U.S. federal income tax purposes, to the extent such income or loss results from fluctuations in the value of the foreign currency.

 

In addition, although the Fund’s income may be received or realized in foreign currencies, the Fund will be required to compute and distribute its income in U.S. dollars. Therefore, if the value of a currency relative to the U.S. dollar declines after the Fund’s income has been earned in that currency, translated into U.S. dollars and declared as a dividend, but before payment of such dividend, the Fund could be required to liquidate portfolio securities to pay such dividend. Similarly, if the value of a currency relative to the U.S. dollar declines between the time the Fund incurs expenses or other obligations in U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in such currency of such expenses at the time they were incurred.

 

Certain markets are in only the earliest stages of development. There is also a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Many of such markets also may be affected by developments with respect to more established markets in the region. Brokers in non-U.S. and emerging market countries typically are fewer in number and less capitalized than brokers in the United States. These factors, combined with the U.S. regulatory requirements for open-end investment companies and the restrictions on foreign investment, result in potentially fewer investment opportunities for the Fund and may have an adverse impact on the investment performance of the Fund. There generally is less governmental supervision and regulation of exchanges, brokers and issuers in non-U.S. countries than there is in the United States. For example, there may be no comparable provisions under certain non-U.S. laws to insider trading and similar investor protection securities laws that apply with respect to securities transactions consummated in the United States. Further, brokerage commissions and other transaction costs on non-U.S. securities exchanges generally are higher than in the United States. With respect to investments in certain emerging market countries, less comprehensive legal systems may have an adverse impact on the Fund. For example, while the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation is generally limited to the amount of the shareholder’s investment, the notion of limited liability is less clear in emerging market countries. Similarly, the rights of investors in emerging market companies may be more limited than those of shareholders of U.S. corporations.

 

Other investment risks include the possible imposition of foreign withholding taxes on certain amounts of the Fund’s income which may reduce the net return on non-U.S. investments as compared to income received from a U.S. issuer, the possible seizure or nationalization of foreign assets and the possible establishment of exchange controls, expropriation, confiscatory taxation, other foreign governmental laws or restrictions which might affect adversely payments due on securities held by the Fund, the lack of extensive operating experience of eligible foreign sub-

custodians, and legal limitations on the ability of the Fund to recover assets held in custody by a foreign sub-custodian in the event of the sub-custodian’s bankruptcy.

 

In addition, there may be less publicly-available information about a non-U.S. issuer than about a U.S. issuer, and non-U.S. issuers may not be subject to the same accounting, auditing and financial record-keeping standards and requirements as U.S. issuers. In particular, the assets and profits appearing on the financial statements of an emerging market country issuer may not reflect its financial position or results of operations in the way they would be reflected had the financial statements been prepared in accordance with U.S. generally accepted accounting principles. In addition, for an issuer that keeps accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the issuer’s balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of those issuers and securities markets. Finally, in the event of a default of any such foreign obligations, it may be more difficult for the Fund to obtain or enforce a judgment against the issuers of such obligations. The manner in which foreign investors may invest in companies in certain emerging market countries, as well as limitations on such investments, also may have an adverse impact on the operations of the Fund. For example, the Fund may be required in certain of such countries to invest initially through a local broker or other entity and then have the shares purchased re-registered in the name of the Fund. Re-registration may in some instances not be able to occur on a timely basis, resulting in a delay during which the Fund may be denied certain of its rights as an investor.

 

Non-U.S. markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have failed to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, satisfactory custodial services for investment securities may not be available in some countries having smaller emerging markets, which may result in the Fund incurring additional costs and delays in transporting and custodying such securities outside such countries. Delays in settlement or other problems could result in periods when assets of the Fund are uninvested and no return is earned thereon. The inability of the Fund to make intended security purchases due to settlement problems or the risk of intermediary counterparty failures could cause the Fund to miss attractive investment opportunities. The inability to dispose of a portfolio security due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of such portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible liability to the purchaser.

 

With respect to the Fund, although the Indian primary and secondary equity markets have grown rapidly over the last few years and the clearing, settlement and registration systems available to effect trades on the Indian stock markets have improved, these processes may still not be on par with those in more developed markets. The Indian securities markets are generally smaller and more volatile than the securities markets of the United States. The Indian stock market has in the past experienced substantial price volatility and no assurance can be given that such volatility will not occur in the future. The Indian stock exchanges have been subject to broker defaults, failed trades and settlement delays in the past. In the event of occurrence of any of the above events, the Securities and Exchange Board of India (“SEBI”) can impose restrictions on trading in certain securities and place limitations on price movements and margin requirements.

 

There is typically a lower level of regulation and monitoring of the Indian securities market and the activities of investors, brokers and other participants than in the United States. Indian disclosure and regulatory standards are in many respects less stringent than standards in developed countries. There may be less publicly available information about Indian companies than is regularly published by or about companies in such other countries. Indian accounting standards and requirements also differ in significant respects from those applicable to companies in the United States and other developed countries.

Foreign Portfolio Investor (FPI) Registration. Foreign investment in the securities of issuers in India is usually restricted or controlled to some degree and is governed by the SEBI (Foreign Portfolio Investors) Regulations, 2019 (“SEBI FPI Regulations”). In India, only Foreign Portfolio Investors (“FPIs”) that are registered with SEBI may make direct investments in exchange traded Indian securities (and securities to be listed, or those approved on the over-the-counter exchange of India).

 

The Fund will be registered as Foreign Portfolio Investor (FPI) - Category 1 license in India under the Indian regulator - Securities and Exchange Board of India (SEBI). This license allows a foreign investor (the Fund) to invest in Indian securities market.

 

The Adviser-Quantum Advisors Private Limited - is an Indian entity and is license by SEBI as Portfolio Manager. Under this licensed, it is permitted to offer discretionary portfolio management services to clients, including foreign investors.

 

Under the existing FPI Regulations, the Fund cannot hold 10% or more of the total paid-up equity capital on a fully diluted basis or 10% or more of the paid-up value of preference shares or share warrants issued by an Indian company. The Fund’s investments are also subject to such restrictions under FPI Regulations. Investment by the Fund in India is dependent on the continued registration of the Fund with SEBI as an FPI. In the event the registration of the Fund is terminated or is not renewed, the Fund could potentially be forced to redeem the investments held in the portfolio in the relevant jurisdiction and such forced redemption could adversely affect the returns to the Fund, and in turn, the Fund’s investors.

 

Risk of loss of Foreign Portfolio Investor (FPI) Registration. In the event the registration of the Fund is terminated or is not renewed, the Fund could potentially be forced to redeem the investments held in the Fund’s portfolio in the relevant jurisdiction and such forced redemption could adversely affect the returns to the Fund, and in turn, the Fund’s investors.

 

Depositary Receipts. The Fund may invest in foreign securities through depositary receipts, including American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and other similar instruments. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designed for use in the U.S. securities markets, while GDRs, in bearer form, may be denominated in other currencies and are designed for use in multiple foreign securities markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities. GDRs are foreign receipts evidencing a similar arrangement. For purposes of the Fund’s investment policies, ADRs and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs and GDRs shall be treated as indirect foreign investments. For example, an ADR or GDR representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with direct investment in the securities of foreign issuers.

 

ADRs are denominated in U.S. dollars and represent an interest in the right to receive securities of foreign issuers deposited in a U.S. bank or correspondent bank. ADRs do not eliminate all risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in equity securities of foreign issuers, the Fund will avoid currency risks during the settlement period for either purchases or sales. GDRs are not necessarily denominated in the same currency as the underlying securities which they represent.

 

Depositary receipt facilities may be established as either “unsponsored” or “sponsored.” While depositary receipts issued under these two types of facilities are in some respects similar, there are distinctions between them relating to the rights and obligations of depositary receipt holders and the practices of market participants.

A depositary may establish an unsponsored facility without participation by (or even necessarily the permission of) the issuer of the deposited securities, although typically the depositary requests a letter of non-objection from such issuer prior to the establishment of the facility. Holders of unsponsored depositary receipts generally bear all the costs of such facility. The depositary usually charges fees upon the deposit and withdrawal of the deposited securities, the conversion of dividends into U.S. dollars, the disposition of non-cash distributions, and the performance of other services. The depositary of an unsponsored facility frequently is under no obligation to pass through voting rights to depositary receipt holders in respect of the deposited securities. In addition, an unsponsored facility is generally not obligated to distribute communications received from the issuer of the deposited securities or to disclose material information about such issuer in the U.S. and there may not be a correlation between such information and the market value of the depositary receipts.

 

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that the issuer of the deposited securities enters into a deposit agreement with the depositary. The deposit agreement sets out the rights and responsibilities of the issuer, the depositary, and the depositary receipt holders. With sponsored facilities, the issuer of the deposited securities generally will bear some of the costs relating to the facility (such as dividend payment fees of the depositary), although depositary receipt holders continue to bear certain other costs (such as deposit and withdrawal fees). Under the terms of most sponsored arrangements, depositaries agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the depositary receipt holders at the request of the issuer of the deposited securities.

 

Other foreign securities may be denominated in U.S. dollars and trade on domestic stock exchanges. Foreign investments can involve significant risks in addition to the risks inherent in U.S. investments. Securities of foreign companies may experience more rapid and extreme changes in value than securities of U.S. companies because a limited number of companies represent a small number of industries. Many foreign countries lack uniform accounting and disclosure standards comparable to those applicable to U.S. companies, and it may be more difficult to obtain reliable information regarding an issuer’s financial condition and operations. When the Fund invests in ADRs or other U.S. dollar-denominated foreign securities, it generally will not be subject to currency risk.

 

Investing abroad also involves different political and economic risks. Foreign investments may be affected by actions of foreign governments adverse to the interests of U.S. investors, including the possibility of expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, or other government intervention. There may be a greater possibility of default by foreign governments or foreign government-sponsored enterprises. Investments in foreign countries also involve a risk of local political, economic or social instability, military action or unrest, or adverse diplomatic developments. There is no assurance that the Adviser will be able to anticipate or counter these potential events and their impacts on the Fund’s share price.

 

Investment Company Securities. The Fund may invest in shares of other investment companies, such as other mutual funds (open- or closed-end), money market funds, unit investment trusts, and exchange-traded funds (“ETFs”). For example, the Fund may invest in ETFs whose investments are consistent with the Fund’s own investment strategy. In addition, the Fund also may invest in ETFs that do not meet such investment strategy, for defensive and other purposes. Additionally, the Fund may invest in new exchange-traded shares as they become available. As a shareholder of an investment company, the Fund will indirectly bear its pro rata portion of service and other fees of such other investment company, which are in addition to the fees the Fund pays its service providers. For example, shareholders may incur expenses associated with capital gains distributions by the Fund as well as the underlying funds in which the Fund invests. Shareholders also may incur increased transaction costs as a result of the Fund’s portfolio turnover rate and/or because of the high portfolio turnover rates in the underlying

funds. The Fund is independent from any of the underlying funds in which it invests and it has no voice in or control over the investment strategies, policies or decisions of the underlying funds. The Fund’s only option is to redeem its investment in an underlying fund in the event of dissatisfaction with the fund.

 

Investments in ETFs and other mutual funds involve certain inherent risks generally associated with investments in a broadly-based portfolio of stocks including: (i) risks that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF or mutual fund; (ii) an ETF may not fully replicate the performance of its benchmark index because of temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weightings of securities or number of stocks held; (iii) an ETF may also be adversely affected by the performance of the specific index, market sector or group of industries on which it is based; and (iv) an ETF may not track an index as well as a traditional index mutual fund because ETFs are valued by the market and, therefore, there may be a difference between the market value and the ETF’s net asset value. Because ETFs and mutual funds that issue similar instruments incur various fees and expenses, the Fund’s investment in these instruments will involve certain indirect costs, as well as transaction costs, such as brokerage commissions. The Adviser will consider expenses associated with an investment in determining whether to invest in an ETF or other instrument.

 

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. “Cumulative” dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stock. “Participating” preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock are subject.

 

Illiquid Securities. The Fund may invest up to 10% of the value of its net assets in illiquid securities including securities in unlisted companies. This is not the principal investment strategy. Further, the Fund may find itself invested in unlisted securities due to external events or corporate actions. This may increase the risk of the portfolio as these unlisted securities are inherently illiquid in nature and carry greater risk as compared to the listed securities. Due to the absence of any public trading market for these investments, it may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid or less than what may be considered the fair value of such securities.

 

Corporate Bonds. Investing in Bonds and Fixed Income securities are subject to the risk of an Issuer’s inability to meet principal and interest payments obligation (credit risk) and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk).

 

INVESTMENT LIMITATIONS

 

A.       Fundamental. The investment limitations described below have been adopted by the Trust with respect to the Fund and are fundamental (i.e., they may not be changed without the affirmative vote of a majority of the outstanding shares of the applicable Fund). As used in the Prospectus and this SAI, the term “majority of the outstanding shares of the Fund” means the lesser of: (1) 67% or more of the outstanding shares of the Fund present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding shares of the Fund.

 

1. Borrowing Money. The Fund will not borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s total assets at the time when the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions.

 

2. Senior Securities. The Fund will not issue senior securities. This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by the Fund, provided that the Fund’s engagement in such activities is consistent with or permitted by the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

 

3. Underwriting. The Fund will not act as underwriter of securities issued by other persons. This limitation is not applicable to the extent that, in connection with the disposition of portfolio securities (including restricted securities), the Fund may be deemed an underwriter under certain federal securities laws.

 

4. Real Estate. The Fund will not purchase or sell real estate. This limitation is not applicable to investments in marketable securities which are secured by or represent interests in real estate. This limitation does not preclude the Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate (including REITs).

 

5. Commodities. The Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude the Fund from purchasing or selling options or futures contracts, including commodities futures contracts, from investing in securities or other instruments backed by commodities or from investing in companies which are engaged in a commodities business or have a significant portion of their assets in commodities.

 

6. Loans. The Fund will not make loans to other persons, except (a) by loaning portfolio securities, (b) by engaging in repurchase agreements, or (c) by purchasing non-publicly offered debt securities. For purposes of this limitation, the term “loans” shall not include the purchase of a portion of an issue of publicly distributed bonds, debentures or other securities.

 

7. Concentration. The Fund will not invest 25% or more of its total assets in a particular industry or group of industries. This limitation is not applicable to investments in obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities or repurchase agreements with respect thereto.

 

With respect to the percentages adopted by the Trust as maximum limitations on the Fund’s investment policies and limitations, an excess above the fixed percentage will not be a violation of the policy or limitation unless the excess results immediately and directly from the acquisition of any security or the action taken. This paragraph does not apply to the borrowing policy set forth in paragraph 1 above.

 

Notwithstanding any of the foregoing limitations, any investment company, whether organized as a trust, association or corporation, or a personal holding company, may be merged or consolidated with or acquired by the Trust, provided that if such merger, consolidation or acquisition results in an investment in the securities of any issuer prohibited by said paragraphs, the Trust shall, within ninety days after the consummation of such merger, consolidation or

acquisition, dispose of all of the securities of such issuer so acquired or such portion thereof as shall bring the total investment therein within the limitations imposed by said paragraphs above as of the date of consummation.

 

B.       Non-Fundamental. The following limitations have been adopted by the Trust for the Fund and are non-fundamental (i.e., they are other investment practices that may be changed by the Board without the approval of shareholders to the extent permitted by applicable law, regulation or regulatory policy).

 

1. Pledging. The Fund will not mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection with borrowings described in limitation (A)(1) above. Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.

 

2. 80% Policy. The Fund has adopted a non-fundamental policy to invest, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of Indian issuers (as further defined in the Prospectus).

 

INVESTMENT ADVISER

 

Quantum Advisors Private Limited, located at 1^st Floor, Apeejay House, 3 Dinshaw Vachha Road, Backbay Reclamation, Churchgate, Mumbai, India 400020, serves as the investment adviser to the Fund. The Adviser is registered as a ‘portfolio manager’ with the SEBI, as an ‘Investment Adviser’ with the U.S. Securities and Exchange Commission (“SEC”) and as a Restricted Portfolio Manager in the Canadian provinces of British Columbia, Quebec and Ontario. The Adviser is committed to the highest ethical and legal compliance standards generally prevailing in the investment management industry and has a strong reputation based on the professionalism and high standards of its employees. The Adviser has overall supervisory management responsibility for the general management and investment of the Fund’s portfolio. The Adviser sets the Fund’s overall investment strategies, identifies securities for investment, determines when securities should be purchased or sold, selects brokers or dealers to execute transactions for the Fund’s portfolio and votes any proxies solicited by portfolio companies. The management team of the Adviser owns 50.80% in equity of the Adviser and the balance 49.20% is held by HWIC Asia Fund Class Q Shares (“HWIC Asia*”). Mr. Ajit Dayal, a Promoter of the Adviser and a Portfolio Manager of the Fund, owns 34.97% of the Adviser.

 

*

HWIC Asia Fund is ultimately beneficially owned by Fairfax Financial Holdings Limited (FFHL), a company listed on the Toronto Stock Exchange. FFHL is the ultimate parent entity of the Toronto based Fairfax group. FFHL, a financial services holding company, through its subsidiaries, is engaged in property and casualty insurance, reinsurance and investment management activities.

 

The day-to-day operations of Quantum Advisors are managed by a team of experienced professionals, all of whom are shareholders in Quantum Advisors. HWIC Asia is not involved in the day-to-day management and business operations of Quantum Advisors including research and portfolio management. HWIC Asia has indicated their intention to be a passive financial shareholder of the company, but they have customary minority protection rights as a passive financial shareholder.

 

For its management services, the Adviser is paid a management fee at the annual rate of 0.65% of the average daily net assets of the Fund. The Fund’s adviser, Quantum Advisors Private Limited (the “Adviser”), has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses in order to limit the Fund’s total annual operating expenses (inclusive of 12b-1 distribution fees) to 0.98%, 0.75%, and 1.23% of the average daily net assets of the Fund’s Class I, Class II, and Investor Class shares, respectively, through April 30, 2029 and to 1.05%, 1.05%, and 1.30% of the average daily net assets of the Fund’s Class I, Class II, and Investor Class shares, respectively, through May 1, 2036 (excluding

portfolio transaction and other investment-related costs (including brokerage fees and commissions); taxes; borrowing costs (such as interest and dividend expenses on securities sold short); acquired fund fees and expenses; fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); any administrative and/or shareholder servicing fees payable pursuant to a plan adopted by the Board of Trustees (the “Board”); expenses incurred in connection with any merger or reorganization; extraordinary expenses (such as litigation expenses, indemnification of Trust officers and Trustees and contractual indemnification of Fund service providers); and other expenses that the Trustees agree have not been incurred in the ordinary course of the Fund’s business). This expense cap may not be terminated prior to this date except by the Board upon sixty days’ written notice to the Adviser. Each fee waiver/expense payment by the Adviser is subject to recoupment by the Adviser from the Fund in the three years following the date the particular fee waiver/expense payment occurred, but only if such recoupment can be achieved without exceeding the annual expense limitation in effect at the time of the fee waiver/expense payment and any expense limitation in effect at the time of the recoupment.

 

A discussion summarizing the basis on which the Board approved the Fund’s management agreement is included in the Fund’s Form N-CSR dated June 30, 2025.

 

The following table provides information regarding management fees paid by the Fund to the Adviser during the period indicated:

 

Fiscal Period Ended		Management Fees Accrued				Expenses Reimbursed and/or Fees Waived or Recouped				Net Management Fees Paid
December 31, 2025		$	1,761			$	(286,047	)		$	0

 

As of December 31, 2025, the Adviser may seek repayment of management fees waived and expenses reimbursed pursuant to the aforementioned conditions from the Fund no later than the dates stated below:

 

Recoverable Through
December 31, 2028		$	286,047

 

The Adviser may make payments to financial intermediaries that provide shareholder services and administer shareholder accounts. If a financial intermediary were prohibited from continuing to perform all or a part of such services, management of the Fund believes that there would be no material impact on the Fund or shareholders. Financial intermediaries may charge their customers fees for offering these services to the extent permitted by applicable regulatory authorities, and the overall return to those shareholders availing themselves of the services will be lower than to those shareholders who do not. The Fund may occasionally purchase securities issued by financial intermediaries that provide such services; however, in selecting investments for the Fund, no preference will be shown for such securities.

 

The Adviser is availing research/advisory services from Quantum Asset Management Company Private Limited (“QAMC”), a 100% subsidiary of the Adviser. The Adviser obtains such research/advisory services from QAMC, as the research philosophy of QAMC is closely aligned with research philosophy of the Adviser. The Adviser pays QAMC for these research/advisory services out of the management fees that it receives from its advisory clients.

About the Portfolio Managers

 

The Fund is managed by Mr. Ajit Dayal, Founder and Member – Portfolio Team of the Adviser, Mr. I.V. Subramaniam, Managing Director and Group Head-Equities of the Adviser, and Mr. Nilesh Shetty, Portfolio Manager of the Adviser (the “Portfolio Managers”). The compensation of professionals at the Adviser consists of base salary, variable compensation/performance bonus pool and Employee Stock Option Plans (ESOPs). Base Salary is fixed broadly in line with compensation levels in the financial services sector in India. The performance bonus pool is decided based on the profits of the company.

 

The Portfolio Managers may carry on investment activities for their own account(s) and/or the accounts of immediate family members. Conflicts may arise as a result of the Portfolio Managers’ differing economic interests in respect of such activities. The Adviser has adopted Prohibition of Insider Trading Policy and Policy on Personal Securities Transactions which helps monitor the transactions by the employees and immediate dependent family members of the employees, thus avoiding any potential conflict of interest in the transactions which intends to prevent the Adviser and its employees (as well as certain of their relatives) from benefiting from the Adviser’s relationships with its clients.

 

As of March 31, 2026, one of the Portfolio Managers owned less than 1% shares of the Fund.

 

As of December 31, 2025, the Portfolio Managers were also responsible for the management of the following types of other accounts in addition to the Fund:

 

Ajit Dayal
Type of Account	Number of Other Accounts Managed	Total Assets in Other Accounts Managed (USD millions)	Number of Accounts Managed with Performance- Based Advisory Fee	Total Assets with Performance-Based Advisory Fee (USD millions)
Registered Investment Companies:	0	0	0	0
Other Pooled Investment Vehicles:*	2	$34.43	0	0
Other Accounts:	2	$2,242.38	1	$2,164.39

 

I.V. Subramaniam
Type of Account	Number of Other Accounts Managed	Total Assets in Other Accounts Managed (millions)	Number of Accounts Managed with Performance- Based Advisory Fee	Total Assets with Performance-Based Advisory Fee (millions)
Registered Investment Companies:	0	0	0	0
Other Pooled Investment Vehicles:*	2	$34.43	0	0
Other Accounts:	5	$2,243.58	1	$2,164.39

 

Nilesh Shetty
Type of Account	Number of Other Accounts Managed	Total Assets in Other Accounts Managed (millions)	Number of Accounts Managed with Performance- Based Advisory Fee	Total Assets with Performance-Based Advisory Fee (millions)
Registered Investment Companies:	0	0	0	0
Other Pooled Investment Vehicles:*	2	$34.43	0	0
Other Accounts:	5	$2,243.58	1	$2,164.39

 

*

This includes a Mauritius based fund managed by QIEF Management LLC (100% subsidiary of Quantum Advisors Private Limited (QAS)) till December 31, 2025. QASL provided non-binding investment advisory services to QIEF Management LLC in respect of this Fund. Effective January 1, 2026, the investment manager of the fund has changed from QIEF to QAS.

TRUSTEES AND OFFICERS

 

GENERAL QUALIFICATIONS. The Board supervises the business activities of the Trust. Each Trustee serves as a trustee until termination of the Trust unless the Trustee dies, resigns, retires, or is removed. The Chair of the Board and more than 75% of the Trustees are “Independent Trustees,” which means that they are not “interested persons” (as defined in the 1940 Act) of the Trust or any adviser, sub-adviser or distributor of the Trust.

 

The following table provides information regarding the Independent Trustees.

 

Name, Address*, (Year of Birth), Position with Trust**, Term of Position with Trust	Principal Occupation During Past 5 Years and Other Directorships
Daniel J. Condon (1950)   Chair, May 2022 to present; Chair of the Audit Committee and Chair of the Governance & Nominating Committee, May 2020 to May 2022; Independent Trustee, December 2002 to present	Current: Member, Manager, Daniel Thomas Enterprises LLC (since 2024); Trustee, OneAscent Capital Opportunities Fund (April 2024 – present).   Previous: Trustee, Peak Income Plus Fund (May 2022 – February 2023).
Kenneth G.Y. Grant (1949)   Chair of the Governance & Nominating Committee, May 2022 to present; Chair, January 2017 to May 2022; Independent Trustee, May 2008 to present	Current: Director, Standpoint Multi-Asset (Cayman) Fund, Ltd. (2019 – present); Advisory Board Member, AKRA Investment Services Inc. (January 2024 – present); Trustee and Chair, OneAscent Capital Opportunities Fund (April 2024 – present); Director, Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. (2024 – present); Director and Chair, Advisors Charitable Gift Fund, Inc., a Donor Advised Fund (2020 - present, Chair 2025 - present).   Previous: EVP, Benefit Plans Administrative Services, Inc., provider of retirement benefit plans administration (2019 – 2020); Director, Northeast Retirement Services (NRS) LLC, a transfer agent and fund administrator; and Director, Global Trust Company (GTC), a non-depository trust company sponsoring private investment products (2003 – 2019); EVP, NRS (2003 – 2019); GTC, EVP (2008 – 2019); EVP, Savings Banks Retirement Association (2003 – 2019), provider of qualified retirement benefit plans; Trustee, Peak Income Plus Fund (May 2022 – 2024); Director, Advisors Charitable Gift Fund, a Donor Advised Fund (2020 - 2024).
Freddie Jacobs, Jr. (1970)   Independent Trustee, September 2022 to present	Current: President and Chief Executive Officer Northeast Retirement Services LLC (NRS), and its subsidiary Global Trust Company (GTC). NRS is a transfer agent and fund administrator; GTC is a non-depository trust company sponsoring private investment products (2025 - present); President of BPAS Institutional Trust Services, responsible for Hand Benefit & Trust company of Puerto Rico, both are subsidiaries of BPAS (2025 - present); Chairman of the Board of Crispus Attucks Fund (2020– present); Board Member of Camp Harbor View (2020 – present); Director, Sportsmen’s Tennis and Education Center (2019 – present).   Previous: Chief Operating Officer and Chief Risk Officer NRS, and GTC (2021 – 2024); Senior Risk Officer NRS (2013 – 2021); Trustee, Peak Income Plus Fund (May 2022 – February 2023); Trustee of Buckingham Browne & Nichols (2017 – June 2023).
Catharine B. McGauley (1977)   Chair of the Pricing & Liquidity Committee, November 2022 to present; Independent Trustee, September 2022 to present	Current: Lead Portfolio Manager of Atlantic Charter Insurance, a workers’ compensation insurer, (2010 – present); Investment Advisor for a Family Office (2015 – present).   Previous: Trustee, Peak Income Plus Fund (May 2022 – February 2023).
Ronald C. Tritschler (1952)   Chair of the Audit Committee, May 2022 to present; Independent Trustee, January 2007 to present; Interested Trustee, December 2002 to December 2006	Current: Chief Executive Officer, Director and Legal Counsel of The Webb Companies, a national real estate company, (2001 – present); Director, Standpoint Multi-Asset (Cayman) Fund, Ltd. (2020 – present); Director, Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. (2024 – present); Director (Chair), President, and owner of Patron Properties, a real estate development and holding company (2015-present); Director, Al J Schneider Co., real estate holdings and hotel operator (2025 - present); Director, Level 6 Holdings, Co., cybersecurity consulting company (2025); Advisory Director, Innovait Technologies (2025 - present).   Previous: Trustee, Peak Income Plus Fund (May 2022 – February 2023); Director, Mountain Valley Insurance Company (2016-2025); Director, First State Bank of the Southeast (2000-2025).

 

*

The address for each Trustee is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

**

As of the date of this SAI, the Trust consists of, and each Trustee oversees, 29 series.

The following table provides information regarding the interested Trustee and officers of the Trust.

 

Name, Address*, (Year of Birth), Position with Trust, Term of Position with Trust	Principal Occupation During Past 5 Years and Other Directorships
David R. Carson (1958)   Interested Trustee, August 2020 to present; President, January 2016 to August 2021	Current: Retired. Interested Trustee, OneAscent Capital Opportunities Fund (April 2024 – present).   Previous: Senior Vice President Client Strategies of Ultimus Fund Solutions, LLC (2013 – April 2023); Interested Trustee of Ultimus Managers Trust (January 2021 – April 2023); Interested Trustee, Peak Income Plus Fund (May 2022 – 2024); Interested Trustee, Mammoth Institutional Credit Access Fund and Mammoth Institutional Equity Access Fund (November 2022 – 2024).
Martin R. Dean (1963)   President, August 2021 to present; Vice President, November 2020 to August 2021; Chief Compliance Officer, April 2021 to August 2021; Assistant Chief Compliance Officer, January 2016 to April 2021	Current: President, Northern Lights Compliance Services, LLC (2023 – present).   Previous: Senior Vice President, Head of Fund Compliance of Ultimus Fund Solutions, LLC (2016 – January 2023).
Zachary P. Richmond (1980)   Treasurer and Chief Financial Officer, November 2014 to present	Current: Senior Vice President, Financial Administration for Ultimus Fund Solutions, LLC (August 2024 – present).   Previous: Vice President, Financial Administration for Ultimus Fund Solutions, LLC (February 2019 - August 2024).
Kevin M. Traegner (1985)   Assistant Treasurer, November 2020 to present	Current: Assistant Vice President, Financial Administration, Ultimus Fund Solutions, LLC (2016 – present).
Gweneth K. Gosselink (1955)   Chief Compliance Officer, August 2021 to present	Current: Vice President, Senior Compliance Officer of Northern Lights Compliance Services, LLC (August 2025 – present).   Previous: Vice President, Compliance Officer of Northern Lights Compliance Services, LLC (2019 – 2025); Chief Operating Officer & CCO at Miles Capital, Inc. (2013 – 2019).
Patrick Sivak (1998)   Assistant Chief Compliance Officer, November 2025 to present	Current: Compliance Analyst for Ultimus Fund Solutions, LLC (May 2025 – present).   Previous: Compliance Analyst, Northern Lights Compliance Services, LLC (2025 – present); Legal Extern, Calfee, Halter & Griswold LLP (August 2023 – December 2023); Law Clerk, McCarthy Law Office (May 2023 to August 2023); Law Clerk, Immigrant and Refugee Law Center (June 2022 – August 2022).
Jessica Chase (1970)   Vice President, August 2024 to present	Current: Senior Vice President, Relationship Management for Ultimus Fund Solutions, LLC (2023 – present).   Previous: President and Principal Executive Officer and Interested Trustee of Forum Funds, Forum Funds II and U.S. Global Investors Funds (2015 – June 2023); Director, Apex Funds Services (2022 – June 2023); Director, Client Relationship and Trust Management, Apex Funds Services (2019 – January 2022).
Matt Miller (1976)   Vice President, November 2025 to present	Current: Vice President, Relationship Management for Ultimus Fund Solutions, LLC (2015 – present).
Jennifer L. Merchant (1975)   Secretary, February 2026 to present	Current: Assistant Vice President, Legal Administration, Ultimus Fund Solutions, LLC (2022 to present).   Previous: Legal Services Director (2021 - 2022) and Legal Counsel (2019 - 2021), Washington State Treasurer; Investment Officer, Washington State Investment Board (2010 - 2019).
Angela D. Helton (1964)   Assistant Secretary, August 2024 to present	Current: Paralegal, Ultimus Fund Solutions, LLC (2019 – present).
Timothy J. Shaloo (1970)   AML Compliance Officer, August 2023 to present	Current: AVP, Compliance Officer, Northern Lights Compliance Services, LLC (2021 - present)   Previous: Compliance Specialist, Ultimus Fund Solutions, LLC (2016 – 2020).

 

*

The business address for each officer is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

In addition to the information provided above, below is a summary of the specific experience, qualifications, attributes or skills of each Trustee and the reason why he or she was selected to serve as Trustee:

 

Daniel J. Condon – Mr. Condon has been an Independent Trustee of the Trust since its inception in 2002 and currently serves as Chair of the Board. He served as Chair of the Audit Committee and the Governance & Nominating Committee of the Board from May 2020 to May 2022. He has also served as trustee of three other registered investment companies, and currently serves as a Trustee of OneAscent Capital Opportunities Fund (since April 2024). Mr. Condon has been Manager and Member of Daniel Thomas Enterprises LLC since 2024. From 1990 to 2002, he served as Vice President and General Manager of an international automotive equipment manufacturing company. From 2002 to 2017 he served as CEO of various multi-national companies. Mr. Condon received a B.S. in Mechanical Engineering from Illinois Institute of Technology and an M.B.A. from Eastern Illinois University. He also received his registered Professional Engineer license. Mr. Condon was selected as Trustee based on his over 22 years of international business experience.

 

Kenneth G.Y. Grant – Mr. Grant, an Independent Trustee of the Trust since 2008, currently serves as Chair of the Governance & Nominating Committee of the Board. He served as Chair of the Board from January 2017 to May 2022. Mr. Grant has over 40 years of executive leadership experience, founding and leading multiple financial services firms. Previously, he was an Executive Vice President of a retirement benefit plan administrator, and a Director, Executive Vice President and Chief Officer Corporate Development for a trust company that sponsors private investment products. He was also a Director, Executive Vice President and Chief Officer Corporate Development for a firm administering more than US $1 trillion in global pension, endowment, corporate, public and other commingled assets. He was also an Executive Vice President of a retirement association serving multiple employers. Mr. Grant is a Trustee, President (since 2023) and member of the Presbytery of Boston, Presbyterian Church (USA), Chair of the Investment Committee of the Massachusetts Council of Churches and previously a member of the Board, Lift Up Africa. He is a Member, Dean’s Advisory Board, Boston University School of Theology and a Director, Oceana Palms Condominium Association, Inc. Mr. Grant has been a Director of Standpoint Multi-Asset (Cayman) Fund, Ltd. since 2019. Mr. Grant has been a Director of Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. since 2024. Mr. Grant was a Trustee and Chair of the Board of Peak Income Plus Fund from May 2022 to 2024, and a Director of Advisors Charitable Gift Fund, a Donor Advised Fund, from 2020 to 2024. He returned to Advisors Charitable Gift Fund and became its Chair in 2025. He has served as an Advisory Board Member of AKRA Investment Services Inc. since January 2024 and as a Trustee and Chair of OneAscent Capital Opportunities Fund (since April 2024). He has a B.A. in Psychology from Syracuse University, a ThM in Theology and Ethics from Boston University and a M.B.A. from Clark University. Mr. Grant was selected to serve as a Trustee based primarily on his experience in investment and trust product development and administration, and financial service and retirement plan management.

 

Freddie Jacobs Jr. - Mr. Jacobs has been a Trustee of the Trust since September of 2022, and currently serves as the President and Chief Executive Officer of Northeast Retirement Services, LLC (NRS), a BPAS subsidiary, and NRS’ subsidiary Global Trust Company (GTC). Additionally, he is President of Institutional Trust Services of BPAS. Ultimus Fund Solutions, LLC has an agreement with Hand Benefits & Trust Company, a subsidiary of BPAS, to provide transfer agent, fund accounting and transfer agent services to certain clients of Hand Benefits & Trust Company. In these roles Mr. Jacobs is responsible for oversight of the strategy and profitability for the Trust companies of BPAS. Mr. Jacobs has over thirty years of experience in the investment industry, and joined NRS in November of 2013. Since joining NRS, he has served in many positions, most recently as the Chief Operating Officer and Chief Risk Officer. Prior to joining NRS Mr. Jacobs spent two years at JP Morgan where he created and lead the 40’ Act Compliance Reporting Services Team. Prior to JP Morgan he spent four years with State Street Bank as a Risk Manager for Investor Services. While at State Street he was responsible for new product reviews, new business risk assessments, risk control self-assessments, and other duties related to mitigating risks to the organization. Prior to State Street’s acquisition of Investors Bank and Trust (IBT) Mr. Jacobs was the Director of Operational Risk and Compliance for Mutual Fund Administration at IBT. Before joining IBT he accumulated over ten years of experience in various roles at various organizations. He was the Vice President of Fund Administration for Unified Fund Services (“UFS”, later acquired by Huntington Bank) in Indianapolis, IN, and was the CFO for the UFS sponsored Unified Series Trust. Mr. Jacobs began his career with Arthur Andersen as an auditor in Milwaukee, WI, and later worked at U.S. Bancorp Fund Services as an AVP in Fund Administration and Sunstone Financial Group (later acquired by UMB) as a Financial Analyst. Mr. Jacobs is originally from Milwaukee Wisconsin and graduated from Hampton University with a Bachelor’s degree in Accounting, and is a Certified Public Accountant.

 

Catharine Barrow McGauley - Ms. McGauley has been an Independent Trustee of the Trust since September of 2022 and currently serves as Chair of the Pricing & Liquidity Committee of the Board. She has over 20 years of financial services industry experience which includes institutional and individual portfolio management, securities research, and risk management. She currently serves as lead portfolio manager for Atlantic Charter Insurance (ACI), one of Massachusetts’ leading workers’ compensation insurers. Ms. McGauley also currently serves as an investment adviser for a multi-generational family office. Collectively she oversees roughly $500 million in assets. Prior to joining ACI in 2010, Ms. McGauley spent two years as an investment advisor at JP Morgan where she managed over $100 million of investments for high net worth clients. She also spent four years as a portfolio manager with Wilmington Trust/Bigham Legg Advisors where she was a voting member of the firm’s investment committee whose responsibility

was to determine the core strategic and tactical allocation of assets in client accounts. In addition, she is an active investment committee member for several charities.

 

Ronald C. Tritschler – Mr. Tritschler has been a Trustee of the Trust since its inception in 2002 and currently serves as Chair of the Audit Committee of the Board. He also has served as trustee of three other registered investment companies. From 1989 to 2021, he was an owner, director, vice president and general counsel of a company that operated 30 convenience stores. Since 2001, Mr. Tritschler has been CEO, director and general counsel of a national real estate company with over 2 million rentable square feet of property under management. He also is a director of First State Bank of the Southeast and its holding company, as well as a member of its Directors’ Loan Committee, Audit Committee, and Personnel Committee. Mr. Tritschler was a Director of Mountain Valley Insurance Company, a member of the Board of Directors of The Downtown Lexington Management Commission, a member of the Board of Trustees of Coaches for Kids which is affiliated with the University of Kentucky Children’s Hospital, and a member of the Advisory Board for the Baldwin-Wallace University School of Business. He has been the Director (Chair), President, and owner of Patron Properties, a land development and property holding company, since 2015. Mr. Tritschler has been a Director of Standpoint Multi-Asset (Cayman) Fund, Ltd. since 2020. Mr. Tritschler has been a Director of Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. since 2024. He has been a Director of the A1 J Schneider Co., Level 6 Holdings (Cybersecurity) Co., and Advisory Director of Innovait Technologies since 2025. Mr. Tritschler received a B.A. in Business Administration from Baldwin-Wallace University and his J.D. and M.B.A. from the University of Toledo. Mr. Tritschler was selected to serve as a Trustee based primarily on his substantial business and legal experience.

 

David R. Carson – Mr. Carson has been an Interested Trustee of the Trust since 2020, and served as President of the Trust from 2016 to 2021. Mr. Carson was a Trustee of Ultimus Managers Trust from January 2021 to April 2023. From 2013 to April 2023, Mr. Carson was a Senior Vice President and Vice President of Client Strategies at Ultimus Fund Solutions, LLC, the Trust’s current administrator. Mr. Carson served in other capacities, including chief compliance officer and chief operations officer, for other registered investment companies from 1994 to 2013. He currently serves as an interested Trustee of OneAscent Capital Opportunities Fund (since April 2024). Mr. Carson was a Trustee of Peak Income Plus Fund from May 2022 to 2024. Mr. Carson was a Trustee of Mammoth Institutional Credit Access Fund and Mammoth Institutional Equity Access Fund from November 2022 to 2024.

 

Independent Trustees Messrs. Condon and Tritschler each have previous experience serving as trustees to other multi-series trusts, which means that they are familiar with issues relating to overseeing multiple advisers and multiple funds. Mr. Grant has experience conducting due diligence on and evaluating investment advisers as an officer of a trust company which sponsors collective investment trusts and manages limited liability investment corporations. This means that he is qualified to review annually each adviser’s qualifications, including the qualification of the Adviser to serve as adviser to the Fund. Mr. Jacobs’ experience in the mutual funds industry, including his current role as president and chief executive officer of Northeast Retirement Systems, LLC, and Ms. McGauley’s experience in the financial industry in various portfolio management and risk management roles, provide them with the ability to review advisers’ risk management programs and other investment related risks. Mr. Carson’s previous experience as an officer of the Trust’s administrator provides the Independent Trustees with insight into the operations of the service providers and their day-to-day administration of the Fund.

  

RISK MANAGEMENT. As part of its efforts to oversee risk management associated with the Trust, the Board has established the Audit Committee, the Pricing & Liquidity Committee, and the Governance & Nominating Committee as described below:

 

●

The Audit Committee currently consists of Messrs. Condon, Jacobs and Tritschler. The Audit Committee is responsible for overseeing the Trust’s accounting and financial reporting policies and practices, internal controls and, as appropriate, the internal controls of certain service providers; overseeing the quality and objectivity of financial statements and the independent audits of the financial statements; and acting as a liaison between the independent auditors and the full Board. The Audit

Committee met four times during the fiscal year ended December 31, 2025.

 

●

The Pricing & Liquidity Committee is responsible for reviewing fair valuation determinations and approving those for any series of the Trust that does not have a Valuation Designee. The Pricing & Liquidity Committee currently consists of Messrs. Carson and Grant, and Ms. McGauley. Any one member of the Pricing & Liquidity Committee constitutes a quorum for purposes of reviewing and approving a fair value. In addition to any meetings to review or approve fair valuations, the Pricing & Liquidity Committee met four times during the fiscal year ended December 31, 2025.

 

●

The Governance & Nominating Committee consists of all of the Independent Trustees. The Governance & Nominating Committee is responsible for overseeing the composition of the Board and qualifications and independence of its members, compensation, education and other governance matters, as well as succession of Board members. The Governance & Nominating Committee currently does not accept recommendations of nominees from shareholders. The Governance & Nominating Committee met four times during the fiscal year ended December 31, 2025.

 

The Audit Committee and the Pricing & Liquidity Committee meet at least quarterly and each Committee reviews reports provided by administrative service providers, legal counsel and independent accountants. The Governance & Nominating Committee meets on an as needed basis. All Committees report directly to the full Board.

 

The Independent Trustees have engaged independent legal counsel to provide advice on regulatory, compliance and other topics. This counsel also serves as counsel to the Trust. In addition, the Board has engaged, on behalf of the Trust, Northern Lights Compliance Services, LLC to provide a Chief Compliance Officer (“CCO”) who is responsible for overseeing compliance risks. The CCO is also an officer of the Trust and reports to the Board at least quarterly any material compliance items that have arisen, and annually she provides to the Board a comprehensive compliance report outlining the effectiveness of compliance policies and procedures of the Trust and its service providers. As part of the CCO’s risk oversight function, the CCO seeks to understand the risks inherent in the operations of the Trust’s series and their advisers and sub-advisers. Periodically the CCO provides reports to the Board that:

 

●

Assess the quality of the information the CCO receives from internal and external sources;

 

●

Assess how Trust personnel monitor and evaluate risks;

 

●

Assess the quality of the Trust’s risk management procedures and the effectiveness of the Trust’s organizational structure in implementing those procedures;

 

●

Consider feedback from and provide feedback regarding critical risk issues to Trust and administrative and advisory personnel responsible for implementing risk management programs; and

 

●

Consider economic, industry, and regulatory developments, and recommend changes to the Trust’s compliance programs as necessary to meet new regulations or industry developments.

 

The Trustees, under normal circumstances, meet in-person on a quarterly basis, typically for two days of meetings. Trustees also participate in special meetings and conference calls as needed. In addition to Board meetings, Trustees also participate in teleconferences each quarter to review and discuss 15(c) materials and to interview advisers and sub-advisers whose contracts are up for renewal. Legal counsel to the Trust provides quarterly reports to the Board regarding regulatory developments. Beginning in March 2020, the Trustees have been permitted to conduct quarterly meetings telephonically or by video conference in accordance with relief granted by the SEC to ease certain governance obligations in light of current travel concerns related to the COVID-19 pandemic. The Trustees acknowledge that all actions that require a vote of the Trustees at an in-person meeting will be ratified, as required by the SEC’s relief, at a later in-person meeting. The Trustees held an in-person meeting in May 2021 and ratified prior actions taken via video conference pursuant to the SEC’s exemptive relief. The Trustees have since and may continue

to rely on the SEC relief if needed, so long as it is available. At the Trustees in-person meeting in May 2022, they again ratified prior actions taken via video conference pursuant to exemptive relief. On a quarterly basis, the Trustees review and discuss some or all of the following compliance and risk management reports relating to the series of the Trust:

 

(1)

Fund Performance/Morningstar Report/Portfolio Manager’s Commentary

 

(2)

Code of Ethics review

 

(3)

NAV Errors, if any

 

(4)

Distributor Compliance Reports

 

(5)

Timeliness of SEC Filings

 

(6)

Dividends and other Distributions

 

(7)

List of Brokers, Brokerage Commissions Paid and Average Commission Rate

 

(8)

Review of 12b-1 Payments

 

(9)

Multiple Class Expense Reports

 

(10)

Anti-Money Laundering/Customer Identification Reports

 

(11)

Administrator and CCO Compliance Reports

 

(12)

Market Timing Reports

  

On an annual basis, the Trustees assess the Board’s and their individual effectiveness in overseeing the Trust. Based upon its assessment, the Board determines whether additional risk assessment or monitoring processes are required with respect to the Trust or any of its service providers.

 

Based on the qualifications of each of the Trust’s Trustees and officers, the risk management practices adopted by the Board, including a regular review of several compliance and operational reports, and the committee structure adopted by the Board, the Trust believes that its leadership is appropriate.

 

The following table provides information regarding shares of the Fund and other portfolios of the Trust owned by each Trustee as of December 31, 2025.

 

Trustee	Dollar Range of the Fund’s Shares		Aggregate Dollar Range of Shares of All Funds Within the Trust*
David R. Carson	None		None
Daniel J. Condon	None		None
Kenneth G.Y. Grant	None		$100,001 - $500,000
Freddie Jacobs, Jr.	None		None
Catharine B. McGauley	None		$50,001 - $100,000
Ronald C. Tritschler	None		$10,001 - $50,000

 

*

As of the date of this SAI, the Trust consists of 29 series.

 

In calendar year 2026, each Trustee of the Trust will receive annual compensation of $3,240 per fund from the Trust, except that the Chair of the Audit Committee, the Chair of the Governance & Nominating Committee, and the Chair of the Pricing & Liquidity Committee each receives annual compensation of $3,740 per fund from the Trust, and the

Independent Chair of the Board receives $3,950 per fund from the Trust. Independent Trustees also receive $1,000 for attending any special meeting that requires an in-person approval of a contract and $250 for the first hour and $200 for each additional hour for attending other special meetings. For funds that have two or more sub-advisers, each Trustee shall be paid an additional $500 per sub-adviser per annum for each sub-adviser per annum for each sub-adviser after the first.

 

Set forth below is the compensation paid during the last fiscal year to the Trustees by the Fund on an individual basis and by the Trust on an aggregate basis. Trustees’ fees and Trustees’ and officers’ expenses are Trust expenses, and the Fund incurs its share of such expenses, which are allocated among the series of the Trust in such manner as the Trustees determine to be fair and equitable. The Fund does not compensate officers.

 

Name and Position		Aggregate Compensation from the Fund				Pension or Retirement Benefits Accrued as Part of Fund Expenses				Estimated Annual Benefits Upon Retirement				Total Compensation from Trust1
Daniel J. Condon, Independent Trustee and Chair of the Board		$	3,001			$	0			$	0			$	119,578
Kenneth G.Y. Grant, Independent Trustee and Chair of the Governance & Nominating Committee		$	2,843			$	0			$	0			$	114,793
Catharine B. McGauley, Independent Trustee and Chair of the Pricing & Liquidity Committee		$	2,843			$	0			$	0			$	113,393
Ronald C. Tritschler, Independent Trustee and Chair of the Audit Committee		$	2,843			$	0			$	0			$	114,793
Freddie Jacobs, Jr., Independent Trustee		$	2,468			$	0			$	0			$	98,668
David R. Carson, Interested Trustee		$	2,468			$	0			$	0			$	98,668

 

1

As of the date of this SAI, the Trust consists of 29 series.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

 

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a fund. A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of a fund is presumed to be a control person of the fund. As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Adviser. As of March 31, 2026, Sandeep Mathrani may be deemed to control the Fund.

 

As of the date of this SAI, the Trustees and officers of the Trust as a group owned no shares of the Fund.

 

Class I Shares

 

Name and Address	% Ownership	Type of Ownership
Sandeep Mathrani 2500 S Ocean Blvd 1C5 Palm Beach, FL 33480	97.44%	Record

 

Class II Shares

 

Name and Address	% Ownership	Type of Ownership
Kevin Heller & Jill Heller 216 Player Ct Little River, SC 29566	100%	Record

 

Investor Class Shares

 

Name and Address	% Ownership	Type of Ownership
Kevin Heller & Jill Heller 216 Player Ct Little River, SC 29566	77.47%	Record
Sayee Srinivasan & Sashikala Ramaswamy 9908 Julliard Drive Bethesda, MD 20817	15.16%	Record
Ajit Dayal 3800 Galt Ocean Dr 806 Ft Lauderdale, FL 33308	7.36%	Record

 

*

As of March 31, 2026, Sandeep Mathrani owned 92.04% of the Fund.

PORTFOLIO TURNOVER

 

The Fund may sell portfolio securities without regard to the length of time they have been held when, in the opinion of the Adviser, investment considerations warrant such action. The Fund’s portfolio turnover rate is the percentage of its portfolio that is bought and sold to exchange for other securities and is expressed as a percentage of its total assets. A high rate of portfolio turnover (100% or more) generally leads to higher transaction costs and may result in a greater number of taxable transactions. For the fiscal period ended December 31, 2025, the Fund’s portfolio turnover rate was 1%.

 

ANTI-MONEY LAUNDERING COMPLIANCE PROGRAM

 

Customer identification and verification is part of the Fund’s overall obligation to prevent money laundering under federal law. The Trust has, on behalf of the Fund, adopted an anti-money laundering compliance program designed to prevent the Fund from being used for money laundering or financing of terrorist activities (the “AML Compliance Program”). The Trust has delegated the responsibility to implement the AML Compliance Program to the Transfer Agent, subject to oversight by the Trust’s CCO and, ultimately, by the Board.

 

When you open an account with the Fund, the Transfer Agent will request that you provide your name, physical address, date of birth, and Social Security number or tax identification number. You may also be asked for other information that, in the Transfer Agent’s discretion, will allow the Fund to verify your identity. Entities are also required to provide additional documentation. This information will be verified to ensure the identity of all persons opening an account with the Fund. The Fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order, (ii) freeze any account and/or suspend account activities, or (iii) involuntarily redeem your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of the Transfer Agent, they are deemed to be in the best interest of the Fund, or in cases where the Fund is requested or compelled to do so by governmental or law enforcement authority.

 

PORTFOLIO TRANSACTIONS AND BROKERAGE

 

Subject to policies established by the Board, the Adviser is responsible for the Fund’s portfolio decisions and the placing of the Fund’s portfolio transactions. Investment decisions for the Fund are made with a view to achieving its investment objectives. Investment decisions are the product of many factors in addition to basic suitability for all its client including the Fund.

 

In placing portfolio transactions, the Adviser seeks the best qualitative execution for the Fund, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. The Adviser generally seeks favorable prices and commission rates that are reasonable in relation to the benefits received. The Adviser shall endeavor to treat all its clients fairly when taking investment action with regard to purchases, sales in secondary market or new issues.

 

Some securities considered for investment by the Fund may also be appropriate for other clients served by the Adviser. When the Fund and another of the Adviser’s clients seek to purchase or sell the same security at or about the same time, the Adviser may execute the transaction on a combined (“blocked”) basis, through one or more broker-dealers. Blocked transactions can produce better execution for the Fund and other accounts managed by the Adviser because of the increased volume of each such transaction. If the entire blocked order is not filled, the Fund may not be able to acquire as large a position in such security as it desires, or it may have to pay a higher price for the security.

Similarly, the Fund may not be able to obtain as large an execution of an order to sell, or as high a price for any particular portfolio security, if the Adviser is selling the same portfolio security for its other client accounts at the same time. In the event that more than one client wants to purchase or sell the same security on a given date, the purchases and sales will normally be made on a pro rata average price per share basis.

 

The Adviser is specifically authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which the Adviser exercises investment discretion and to pay such brokers or dealers a commission in excess of the commission another broker or dealer would charge if the Adviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided. The determination may be viewed in terms of a particular transaction or the Adviser’s overall responsibilities with respect to the Fund and to other accounts over which it exercises investment discretion.

 

Research services include supplemental research, securities and economic analyses, statistical services and information with respect to the availability of securities or purchasers or sellers of securities and analyses of reports concerning performance of accounts. The research services and other information furnished by brokers through whom the Fund effects securities transactions may also be used by the Adviser in servicing all of its accounts. Similarly, research and information provided by brokers or dealers serving other clients may be useful to the Adviser in connection with its services to the Fund.

 

The research services and other information furnished by brokers through whom the Fund effects securities transactions may also be used by the Adviser in servicing all of its accounts. Similarly, research and information provided by brokers or dealers serving other clients may be useful to the Adviser in connection with its services to the Fund. For the fiscal period ended December 31, 2025, the Adviser directed the following amounts in brokerage transactions to brokers on the basis of research services provided by such brokers to the Fund:

 

Total Transactions				Total Commissions
$	1,006,834			$	1,740

 

Similarly, the Fund may not be able to obtain as large an execution of an order to sell, or as high a price for any particular portfolio security, if the Adviser is selling the same portfolio security for its other client accounts at the same time. In the event that more than one client wants to purchase or sell the same security on a given date, the purchases and sales will normally be made on a pro rata average price per share basis.

 

Over-the-counter transactions will be placed either directly with principal market makers or with broker-dealers, if the same or a better price, including commissions and executions, is available. Fixed income securities are normally purchased directly from the issuer, an underwriter or a market maker. Purchases include a concession paid by the issuer to the underwriter and the purchase price paid to a market maker may include the spread between the bid and asked prices.

 

CODE OF ETHICS

 

The Trust, the Adviser and the Fund’s Distributor as defined herein have each adopted a code of ethics (each a “Code of Ethics”) pursuant to Rule 17j-1 of the 1940 Act, and the Adviser’s Code of Ethics also conforms to Rule 204A-1 under the 1940 Act. The personnel subject to the Codes of Ethics are permitted to invest in securities, including securities that may be purchased or held by the Fund. You may obtain copies of the Codes of Ethics from the Trust, free of charge, by calling Shareholder Services at (800) 700-9929. You may also obtain copies of the Trust’s Code of Ethics from documents filed with SEC and available on the SEC’s website at www.sec.gov.

DISCLOSURE OF PORTFOLIO HOLDINGS

 

The Trust has adopted policies with respect to the disclosure of the Fund’s portfolio holdings. These policies generally prohibit the disclosure of information about the Fund’s portfolio to third parties prior to the day after the information is posted to the Fund’s website unless the information is publicly available on the SEC’s website. As described below, the policies allow for disclosure of non-public portfolio information to third parties only if there is a legitimate business purpose for the disclosure. In addition, the policies require that the party receiving the portfolio holdings information execute a non-disclosure agreement that includes a prohibition on trading based on the information, unless the party is already subject to a duty of confidentiality (as determined by the Trust’s CCO). Any arrangement to disclose non-public information about the Fund’s portfolio must be approved by the Trust’s CCO. The Trust and the Adviser are prohibited from receiving compensation or other consideration in connection with disclosing information about the Fund’s portfolio to third parties.

 

Under the Trust’s policies, the Adviser is permitted to include Fund portfolio information that has already been made public through the Fund’s website or SEC filing in marketing literature and other communications to shareholders or other parties, provided that, in the case of portfolio information made public solely through the Fund’s website, the information is disclosed no earlier than the day after the date of posting to the website.

 

The Fund releases non-public portfolio holdings information to certain third-party service providers on a daily basis in order for those parties to perform their duties on behalf of the Fund. These service providers include the Adviser, the Distributor, the Transfer Agent, the Fund Accounting Agent, the Administrator and the Custodian. The Fund also periodically discloses portfolio holdings information on a confidential basis to other parties that provide services to the Fund, such as the Fund’s auditors, legal counsel, proxy voting services (if applicable), printers, brokers and pricing services. The lag between the date of the information and the date on which the information is disclosed will vary based on the nature of the services provided by the party to whom the information is disclosed. For example, the information may be provided to the Fund’s auditors within days after the end of the Fund’s fiscal year in connection with the Fund’s annual audit, while the information may be given to legal counsel at any time. Fund service providers are required to keep this information confidential and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Fund.

 

The Fund may also disclose non-public portfolio holdings information to rating and ranking organizations, such as Morningstar Inc. and Lipper Inc., in connection with those firms’ research on and classification of the Fund and in order to gather information about how the Fund’s attributes (such as performance, volatility and expenses) compare to peer funds. In these instances, information about the Fund’s portfolio would be supplied within approximately 25 days after the end of the month. In addition, any such ratings organization would be required to keep the Fund’s portfolio information confidential and would be prohibited from trading based on the information or otherwise using the information except as necessary.

 

PROXY VOTING POLICY

 

The Trust and the Adviser each have adopted proxy voting policies and procedures reasonably designed to ensure that proxies are voted in shareholders’ best interests. As a brief summary, the Trust’s policy delegates responsibility regarding proxy voting to the Adviser, subject to the Adviser’s proxy voting policy and the supervision of the Board.

 

The Adviser monitors corporate actions of issuers of the Fund’s portfolio securities in a manner consistent with the Adviser’s fiduciary duty to vote proxies in the best interests of its clients.

The Trust’s policy provides that, if a conflict of interest between the Adviser or its affiliates and the Fund arises with respect to any proxy, the Adviser must fully disclose the conflict to the Board and vote the proxy in accordance with the Board’s instructions. The Board shall make the proxy voting decision that in its judgment, after reviewing the recommendation of the Adviser, is most consistent with the Adviser’s proxy voting policies and in the best interests of Fund shareholders. When the Board is required to make a proxy voting decision, only the Trustees without a conflict of interest with regard to the security in question or the matter to be voted upon shall be permitted to participate in the decision of how the Fund’s vote will be cast.

 

The Adviser has adopted and implemented the policies and procedures attached as Exhibit A with respect to proxy voting, which it believes are reasonably designed to: (1) ensure that proxies are voted in the best economic interest of clients and (2) address material conflicts of interest that may arise.

 

You may obtain a copy of the Trust’s and the Adviser’s proxy voting policies by calling Shareholder Services at 1-833-894-0514 or by writing to the Transfer Agent at Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, Attn: Unified Series Trust Chief Compliance Officer. A copy of the policies will be mailed to you within three days of receipt of your request. You also may obtain a copy of the policies from Fund documents filed with the SEC, which are available on the SEC’s web site at www.sec.gov. A copy of the votes cast by the Adviser with respect to portfolio securities of the Fund during the most recent 12-month period ended June 30th will be filed by the Fund with the SEC on Form N-PX. The Fund’s proxy voting record will be available to shareholders free of charge upon request by calling or writing the Fund as described above, from the SEC’s website, or from the Fund’s website at www.QIndiaFund.com.

 

DETERMINATION OF NET ASSET VALUE

 

The NAV of the shares of the Fund is determined at the close of trading (which is normally 4:00 p.m., Eastern time) on each day the New York Stock Exchange (“NYSE”) is open for business. The NYSE is closed on Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. For a description of the methods used to determine the NAV per share (share price), see “Determination of Net Asset Value” in the prospectus. The Fund’s NAV per share is computed by dividing the value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares in the Fund at such time.

 

Equity securities are generally valued by using market quotations. Equity securities are generally valued based on their official closing price on the primary exchange on which the equity securities are listed. Lacking a closing price, an exchange traded security is generally valued by the pricing service at its last traded price. Securities listed on the NASDAQ National Market System are generally valued by a pricing service at the NASDAQ Official Closing Price, which may differ from the last sales price reported.

 

Options traded on major exchanges are valued at the last quoted sales price on their primary exchange. If there is no reported sale on the valuation date, such options are valued at the mean of the last bid and ask prices.

 

Fixed income securities are generally valued per the Valuation policy of the Adviser. In determining the value of a bond or other fixed income security, matrix pricing takes into consideration recent transactions, yield, liquidity, risk, credit quality, coupon, maturity and type of issue, and any other factors or market data as the independent pricing service deems relevant for the security being priced and for other securities with similar characteristics.

In the event that market quotations are not readily available or are considered unreliable due to market or other events (including events that occur after the close of the trading market but before the calculation of the NAV), securities are valued in good faith by the Adviser, as Valuation Designee, as per the Valuation policy of the Valuation Designee under oversight of the Board’s Pricing & Liquidity Committee. The Valuation Designee has adopted written policies and procedures for valuing securities and other assets in circumstances where market quotes are not readily available in conformity with guidelines adopted by the Board. In the event that market quotes are not readily available, and the security or asset cannot be valued pursuant to one of the valuation methods, the value of the security or asset will be determined in good faith by the Valuation Designee pursuant to its policies and procedures. Any fair value provided by the Valuation Designee is subject to the ultimate review of the pricing methodology by the Pricing & Liquidity Committee of the Board on a quarterly basis.

 

In accordance with the Trust’s valuation policies and fair value determinations pursuant to Rule 2a-5 under the 1940 Act, the Valuation Designee is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single method exists for determining fair value because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of a security being valued by the Valuation Designee would be the amount that the Fund might reasonably expect to receive upon the current sale. Methods that are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market prices of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair-value pricing is permitted if, in the Valuation Designee’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before the Fund’s NAV calculation that may affect a security’s value, or the Valuation Designee is aware of any other data that calls into question the reliability of market quotations. The Valuation Designee may obtain assistance from others in fulfilling its duties. For example, it may seek assistance from pricing services, fund administrators, sub-advisers, accountants, or counsel; it may also consult the Trust’s Fair Value Committee. The Valuation Designee, however, remains responsible for the final fair value determination and may not designate or assign that responsibility to any third party.

 

Short-term investments in fixed income securities with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity, are valued at their market value as determined by an independent third-party pricing agent, unless it is determined that such practice does not approximate fair market value.

 

REDEMPTION IN-KIND

 

The Fund does not intend to redeem shares in any form except cash. However, if the aggregate amount being redeemed within any 90-day period is over the lesser of $250,000 or 1% of the Fund’s NAV, pursuant to a Rule 18f-1 plan filed by the Trust on behalf of the Fund, the Fund has the right to redeem your shares by giving you the amount that exceeds the lesser of $250,000 or 1% of the Fund’s net asset value in securities instead of cash solely at the discretion of the Adviser. In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Fund.

STATUS AND TAXATION OF THE FUND

 

U.S. Federal Income Tax Considerations

 

The following discussion of certain U.S. federal income tax consequences of investing in the Fund is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder (“Treasury Regulations”), and other applicable authority, all as in effect as of the date of the filing of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in the Fund. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisors regarding their particular situation and the possible application of foreign, state, and local tax laws.

 

The Fund was organized as a series of a business trust, and intends to continue to qualify for treatment as a regulated investment company (a “RIC”) under the Code in each taxable year. There can be no assurance that it actually will so qualify. If the Fund qualifies as a RIC, its dividend and capital gain distributions generally are subject only to a single level of taxation, to the shareholders. This differs from distributions of a regular business corporation which, in general, are taxed first as taxable income of the distributing corporation, and then again as dividend income of the shareholder.

 

Redemption of Fund shares generally will result in a taxable gain or loss to the redeeming shareholder, depending on whether the redemption proceeds are more or less than the shareholder’s adjusted basis for the redeemed shares.

 

If the Fund does qualify as a RIC but (in a particular calendar year) distributes less than 98% of its ordinary income and 98.2% of its capital gain net income (as the Code defines each such term), the Fund would be subject to an excise tax. The excise tax, if applicable, is 4% of the excess of the amount required to have been distributed over the amount actually distributed for the applicable year. If the Fund does not qualify as a RIC, its income will be subject to taxation as a regular business corporation, without reduction by dividends paid to shareholders of the Fund.

 

To continue to qualify for treatment as a RIC under Subchapter M of the Code, the Fund must, among other requirements:

 

●

Derive at least 90% of its gross income each taxable year from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, and certain other income (including gains from options, futures, or forward contracts derived with respect to the RIC’s business of investing in stock securities, or foreign currencies) (the “Income Requirement”);

 

●

Diversify its investments in securities within certain statutory limits; and

 

●

Distribute annually to its shareholders at least 90% of its investment company taxable income (generally, taxable net investment income less net capital gain) (the “Distribution Requirement”).

 

Taxation of the Fund. If the Fund qualifies for treatment as a RIC, the Fund will not be subject to federal income tax on income and gains that are distributed in a timely manner to its shareholders in the form of dividends. If, for any taxable year, the Fund was to fail to qualify as a RIC or was to fail to meet the distribution requirement described above, it would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. In addition, the Fund’s distributions, to the extent derived from the Fund’s current and accumulated earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as ordinary dividend income for federal income tax purposes. Under

certain circumstances, the Fund may be able to cure a failure to qualify as a RIC, but in order to do so the Fund may incur significant Fund-level taxes and may be forced to dispose of certain assets.

 

The Fund intends to distribute at least annually to its shareholders substantially all of its investment company taxable income (computed without regard to the dividends paid deduction) and its net capital gain (the excess of the Fund’s net long-term capital gain over its net short-term capital loss). Investment income that is retained by the Fund will generally be subject to tax at the regular U.S. corporate income tax rate (currently, 21%). If the Fund retains any net capital gain, that gain will be subject to tax at the same regular U.S. corporate income tax rate, but the Fund may designate the retained amount as undistributed capital gains in a notice to its shareholders who (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, (ii) will be deemed to have paid their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and (iii) will be entitled to claim refunds on a properly filed U.S. tax returns to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder.

 

If the Fund fails to distribute in a calendar year an amount at least equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending October 31 of such year, plus any retained amount from the prior year, the Fund will be subject to a non-deductible 4% excise tax on the undistributed amount. For these purposes, the Fund will be treated as having distributed any amount on which it has been subject to corporate income tax for the taxable year ending within the calendar year. The Fund intends to declare and pay dividends and distributions in the amounts and at the times necessary to avoid the application of the 4% excise tax, although there can be no assurance that it will be able to do so. For example, the Fund may receive delayed or corrected tax reporting statements from its investments that cause the Fund to accrue additional income and gains after the Fund has already made its excise tax distributions for the year. In such a situation, the Fund may incur an excise tax liability resulting from such delayed receipt of such tax information statements.

 

The Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. A “qualified late year loss” generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year, and certain other late-year losses.

 

The treatment of capital loss carryovers for the Fund is similar to the rules that apply to capital loss carryovers of individuals, which provide that such losses are carried over indefinitely. If the Fund has a “net capital loss” (that is, capital losses in excess of capital gains), the excess of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. In addition, the carryover of capital losses may be limited under the general loss limitation rules if the Fund experiences an ownership change as defined in the Code.

 

Fund Distributions. Distributions are generally taxable whether shareholders receive them in cash or reinvest them in additional shares. Moreover, distributions on the Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such distributions may economically represent a return of a particular shareholder’s investment. Investors may therefore wish to avoid purchasing shares at a time when the Fund’s NAV reflects gains that are either unrealized or realized but not distributed. Realized income and gains must generally be distributed even when the Fund’s NAV also reflects unrealized losses.

Dividends and other distributions by the Fund are generally treated under the Code as received by the shareholders at the time the dividend or distribution is made. However, if any dividend or distribution is declared by the Fund in October, November or December of any calendar year and payable to its shareholders of record on a specified date in such a month but is actually paid during the following January, such dividend or distribution will be deemed to have been received by each shareholder on December 31 of the year in which the dividend was declared.

 

Distributions by the Fund of net short-term capital gains are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned the assets that generated those gains, rather than how long a shareholder has owned his or her Fund shares. Sales of assets held by the Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by the Fund for one year or less generally result in short-term capital gains and losses. Distributions from the Fund’s net capital gain that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains. For individuals, long-term capital gains are subject to tax at reduced maximum tax rates. Distributions of gains from the sale of investments that the Fund owned for one year or less will be taxable as ordinary income.

 

For non-corporate shareholders, distributions of investment income reported by the Fund as derived from “qualified dividend income” will be taxed at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. In order for some portion of the dividends received by the Fund shareholder to be “qualified dividend income,” the Fund making the distribution must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date that is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before the ex-dividend date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation that is readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company. Dividends received by the Fund from an underlying fund taxable as a RIC may be treated as qualified dividend income generally only to the extent so reported by such underlying fund. The investment strategies of the Fund are expected to significantly limit its ability to make distributions eligible for the reduced tax rates applicable to qualified dividend income.

 

In general, distributions of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s shares. If the aggregate qualified dividend income received by the Fund during any taxable year represents 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Fund’s dividends (other than Capital Gain Dividends) will be eligible to be reported as qualified dividend income.

 

Certain dividends received by the Fund on stock of U.S. corporations may be eligible for the dividends received deduction, generally available to corporate shareholders under the Code, provided such dividends also are appropriately reported as eligible for the dividends received deduction by the Fund. In order to qualify for the dividends received deduction, corporate shareholders must also meet minimum holding period requirements with respect to the Fund shares, taking into account any holding period reductions from certain hedging or other transactions or positions that diminish their risk of loss with respect to the Fund shares. The investment strategies of the Fund are

expected to significantly limit its ability to distribute dividends eligible for the dividends received deduction for corporations.

 

To the extent that the Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends received deduction for corporate shareholders.

 

Dividends and distributions from the Fund and capital gain on the sale of Fund shares are generally taken into account in determining a shareholder’s “net investment income” for purposes of the 3.8% net investment income tax applicable to certain individuals, estates and trusts.

 

If the Fund makes distributions in excess of the Fund’s current and accumulated earnings and profits in any taxable year, the excess distribution to each shareholder will be treated as a return of capital to the extent of the shareholder’s tax basis in its shares and will reduce the shareholder’s tax basis in its shares. After the shareholder’s basis has been reduced to zero, any such distributions will result in a capital gain, assuming the shareholder holds his or her shares as capital assets. A reduction in a shareholder’s tax basis in its shares, will reduce any loss or increase any gain on a subsequent taxable disposition by the shareholder of its shares.

 

Sale or Exchange of Shares. A sale or exchange of Fund shares (including a redemption) may give rise to a gain or loss. In general, and assuming that shares are held as a capital asset, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed if substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

 

Backup Withholding. The Fund generally is required to withhold and to remit to the U.S. Treasury a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify that he, she or it is not subject to such withholding. The backup withholding tax rate currently is 24%. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. 

 

Federal Tax Treatment of Certain Fund Investments. Investments by the Fund in options, futures contracts, hedging transactions, forward contracts, swap agreements, and straddles may be subject to various special and complex tax rules, including mark-to-market, constructive-sale, straddle, wash-sale and short-sale rules. These rules could affect the Fund’s ability to qualify as a RIC, affect whether gains and losses recognized by the Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund, or defer the Fund’s ability to recognize losses. These rules may in turn affect the amount, timing or character of the income distributed to shareholders by the Fund and may require the Fund to sell securities to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC at a time when the Adviser might not otherwise have chosen to do so.

 

The Fund is required, for federal income tax purposes, to mark to market and recognize as income for each taxable year its net unrealized gains and losses as of the end of such year on certain regulated futures contracts, foreign currency contracts and options under Code Section 1256 (“Section 1256 Contracts”) in addition to the gains and losses actually realized with respect to such contracts during the year. Gain or loss from Section 1256 Contracts that are

required to be marked to market annually will generally be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders.

 

Certain Foreign Currency Tax Issues. The U.S. Treasury Department has authority to issue regulations that would exclude foreign currency gains from the 90% Test described above if such gains are not directly related to a fund’s business of investing in stock or securities. Accordingly, regulations may be issued in the future that could treat some or all of the Fund’s non-U.S. currency gains as non-qualifying income, thereby potentially jeopardizing the Fund’s status as a RIC for all years to which the regulations are applicable.

 

Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time the Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or receivables or pays such expenses or liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition are also treated as ordinary gain or loss. The gains and losses may increase or decrease the amount of the Fund’s income to be distributed to its shareholders as ordinary income.

 

The Fund’s gain or loss on foreign currency denominated debt securities and on certain other financial instruments, such as currency forward contracts and currency swaps, that is attributable to fluctuations in exchange rates occurring between the date of acquisition and the date of settlement or disposition of such securities or instruments generally will be treated under Section 988 of the Code as ordinary income or loss. The Fund may elect out of the application of Section 988 of the Code with respect to the tax treatment of each of its foreign currency forward contracts to the extent that (i) such contract is a capital asset in the hands of the Fund and is not part of a straddle transaction and (ii) the Fund makes an election by the close of the day the contract is entered into to treat the gain or loss attributable to such contract as capital gain or loss.

 

To the extent the Fund invests in forward contracts, the Fund’s forward contracts may qualify as “Section 1256 Contracts” (as defined above) if the underlying currencies are currencies for which there are futures contracts that are traded on and subject to the rules of a qualified board or exchange. However, a currency forward contract that is a Section 1256 Contract would, absent an election out of Section 988 of the Code as described in the preceding paragraph, be subject to Section 988. Accordingly, although such a currency forward contract would be marked to market annually like other Section 1256 Contracts, the resulting gain or loss would be ordinary. If the Fund were to elect out of Section 988 with respect to currency forward contracts that qualify as Section 1256 Contracts, the tax treatment generally applicable to Section 1256 Contracts would apply to those currency forward contracts: that is, the contracts would be marked to market annually and gains and losses with respect to the contracts would be treated as long-term capital gains or losses to the extent of 60% thereof and short-term capital gains or losses to the extent of 40% thereof. If the Fund were to elect out of Section 988 with respect to any of its currency forward contracts that do not qualify as Section 1256 Contracts, such contracts would not be marked to market annually and the Fund would recognize short-term or long-term capital gain or loss depending on the Fund’s holding period therein. The Fund may elect out of Section 988 with respect to some, all or none of its currency forward contracts.

 

Finally, regulated futures contracts and non-equity options that qualify as Section 1256 Contracts and are entered into by the Fund with respect to foreign currencies or foreign currency denominated debt instruments will be subject to the tax treatment generally applicable to Section 1256 Contracts unless the Fund elects to have Section 988 apply to determine the character of gains and losses from all such regulated futures contracts and non-equity options held or later acquired by the Fund.

Foreign Investments. Income received by the Fund from sources within foreign countries (including, for example, dividends or interest on stock or securities of non-U.S. issuers) may be subject to withholding and other taxes imposed by such countries. Tax treaties between such countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of the Fund’s assets at the close of any taxable year consists of stock or securities of foreign corporations, which for this purpose may include obligations of foreign governmental issuers, the Fund may elect, for U.S. federal income tax purposes, to treat any foreign income or withholding taxes paid by the Fund as paid by its shareholders. For any year that the Fund is eligible for and makes such an election, each shareholder of the Fund will be required to include in income an amount equal to his or her allocable share of qualified foreign income taxes paid by the Fund, and shareholders will be entitled, subject to certain holding period requirements and other limitations, to credit their portions of these amounts against their U.S. federal income tax due, if any, or to deduct their portions from their U.S. taxable income, if any. No deductions for foreign taxes paid by the Fund may be claimed, however, by non-corporate shareholders who do not itemize deductions. No deduction for such taxes will be permitted to individuals in computing their alternative minimum tax liability. Foreign taxes paid by the Fund will reduce the return from the Fund’s investments. Under certain circumstances, if the Fund receives a refund of foreign taxes paid in respect of a prior year, the value of Fund shares could be affected or any foreign tax credits or deductions passed through to shareholders in respect of the Fund’s foreign taxes for the current year could be reduced.

 

If the Fund holds shares in a “passive foreign investment company” (“PFIC”), it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains.

 

The Fund may be eligible to treat a PFIC as a “qualified electing fund” (“QEF”) under the Code in which case, in lieu of the foregoing requirements, the Fund will be required to include in income each year a portion of the ordinary earnings and net capital gains of the QEF, even if not distributed to the Fund, and such amounts will be subject to the 90% and excise tax distribution requirements described above. Such amounts included in income each year by the Fund will be “qualifying income”, even if not distributed to the Fund, to the extent such income is derived with respect to the Fund’s business of investing in stock, securities or currencies. In order to make the QEF election, the Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, the Fund may make a mark-to-market election that will result in the Fund being treated as if it had sold and repurchased its PFIC stock at the end of each year. In such case, the Fund would report any gains resulting from such deemed sales as ordinary income and would deduct any losses resulting from such deemed sales as ordinary losses to the extent of previously recognized gains. The election must be made separately for each PFIC owned by the Fund and once made, is effective for all subsequent taxable years, unless revoked with the consent of IRS. By making the election, the Fund could potentially ameliorate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. The Fund may have to distribute this excess income to satisfy the 90% distribution requirement and to avoid imposition of the 4% excise tax. In order to distribute this income and avoid a tax at the Fund level, the Fund might be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss.

 

Non-U.S. Shareholders. In general, dividends, other than Capital Gain Dividends, paid by the Fund to a shareholder that is not a “U.S. person” within the meaning of the Code are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) on distributions derived from taxable ordinary income. The Fund may, under certain circumstances, report all or a portion of a dividend as an “interest related dividend” or a “short term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met. Short term capital gain dividends received by a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year are not exempt from this 30% withholding tax.

A beneficial holder of shares who is a non-U.S. person is not, in general, subject to U.S. federal income tax on gains (and is not allowed a U.S. income tax deduction for losses) realized on a sale of shares of the Fund or on Capital Gain Dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such holder within the United States or (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met. 

 

Unless certain non-U.S. entities that hold Fund shares comply with IRS requirements that generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to Fund distributions payable to such entities. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

 

Under legislation generally known as “FATCA” (the Foreign Account Tax Compliance Act), the Fund is required to withhold 30% of certain ordinary dividends it pays to shareholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. person that timely provides the certifications required by the Fund or its agent on a valid IRS Form W-9 or applicable series of IRS Form W-8, respectively. Shareholders potentially subject to withholding include foreign financial institutions (“FFIs”), such as non-U.S. investment funds, and non-financial foreign entities (“NFFEs”). To avoid withholding under FATCA, an FFI generally must enter into an information sharing agreement with the IRS in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S. account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to the Fund or other withholding agent regarding its U.S. owners, if any. Such non-U.S. shareholders may also fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement.

 

Additionally, in order for a non-U.S. investor to qualify for an exemption from backup withholding, described above, the non-U.S. investor must comply with special certification and filing requirements. Non-U.S. investors in the Fund should consult their tax advisors in this regard.

 

The foregoing is only a summary of some of the important U.S. federal income tax considerations affecting the Fund and its shareholders and is not intended as a substitute for careful tax planning. Accordingly, prospective investors should consult their own tax advisers for more detailed information regarding the above and for information regarding federal, state, local and foreign taxes.

Redemption of Fund shares:

 

In case there is a likelihood that the Indian Income Tax Authorities may deny the India-USA Double Taxation Avoidance Treaty (the Treaty) benefits to the Trust and raise a tax demand on the Trust, in view of the existing provisions of the Indian Income-tax Act, 2025 (the ITA), any proposed or likely amendments to the ITA or otherwise, for any other reasons including on the ground that the Trust does not have commercial substance in USA the Board of Trustees of the Trust may, in its discretion either a) make a provision for an appropriate amount of tax while computing the NAV of the Trust’s shares or b) in case provision for tax has not been made, seek repayment of such amount from such shareholder that represents such Shareholder’s proportionate share of the amount of tax demand received from the Indian Tax Authorities. However, in the event the Trust makes a tax demand on the Investors for any reason including due to denial by the Indian tax authorities of tax benefits to the Trust for a certain assessment year, the Adviser shall re-calculate the management fees for the said assessment year and refund the proportionate share of the excess management fees charged to the Investors for such period

 

General

 

An investor in the Fund will not be subject to Indian taxation unless such investor is a resident of India or, being a non-resident, has an Indian source income or income received (whether accrued or otherwise) in India.

 

The taxation of the Fund in India is governed by the provisions of the Indian Income-tax Act, 2025 (the “ITA”), read with the provisions of the Treaty. As per Section 159 of the ITA, the provisions of the ITA apply to the extent they are more beneficial than the provisions of the Treaty.

 

In order to claim the beneficial provisions of the Treaty, the Trust must be a tax resident of the USA. The Trust is eligible for the benefits under the Treaty if it is incorporated in USA and has been issued a TRC by the USA income tax authorities, in accordance with Section 159 of the ITA along with Form 41 filed online on the Indian Income Tax Web Portal as per Notification No. 03/2022 dated 16th July, 2022 issued by the Central Board of Direct Taxes (‘CBDT’)

 

Further, as per amendments to the Income-tax Rules, 2026 (the ITR, the underlying rules to the ITA) made via Notification S. O. 1111 (E) dated May 01, 2013, persons seeking to avail of treaty benefits (under Section 159 of the ITA) are required to furnish their return of income (irrespective of whether such income is subject to tax in India or not) from assessment years 2013-2014 onwards in the manner as may be prescribed.

 

For investments made by the Fund directly in India, the Fund would be subject to tax in India at the applicable domestic tax rate in India. However, the Fund may take advantage of relief available to it under the India – US Tax Treaty.

 

The Fund is expected to have income in the form of capital gains on sale of capital assets, income from dividends and income from interest.

The tax consequences for the Fund as a FPI on account of the application of the Tax Treaty, read with the provisions of the ITA, would be as follows based on the amended provisions of the ITA as amended by the Finance Act 2026:

 

Capital Gains Tax under the India Income Tax Act, 2025 (“Act”)

 

Nature of asset	Short Term Capital Gains (exclusive of applicable surcharge and health and education cess)	Long Term Capital Gains (exclusive of applicable surcharge and health and education cess)
Sale of unlisted shares other than unlisted shares sold in an IPO	Held for 24 months or less	Held for more than 24 months
	30%	12.50% (without indexation benefits)
Sale of listed shares sold off the floor of stock exchange	Held for 12 months or less	Held for more than 12 months
	30%	12.50% (without indexation benefits)
Sale of listed Indian shares on the floor of the stock exchange (subject to securities transaction tax)	Held for 12 months or less	Held for more than 12 months
	20%	12.50% in cases where such gains exceed INR 125,000
Sale of unlisted shares sold in an IPO (subject to securities transaction tax)	Held for 24 months or less	Held for more than 24 months
	20%	10% in cases where such gains exceed INR 125,000

 

All transactions entered on a recognized stock exchange in India will be subject to the securities transaction tax (“STT”). The Fund will be liable to pay STT on the purchase and sale of equity shares, units of equity-oriented funds and on the sale of derivatives where such transaction is entered on a recognized stock exchange in India and on the sale of units of equity oriented mutual fund units.

 

Dividends on shares would be taxable in the hands of the Fund at the rate of 20% (excluding the applicable surcharge and health and education cess)¹. The tax rate under the India USA Tax Treaty for Trust structure being 25%, the rates as per the ITA would be beneficial to the Fund.

 

Tax on dividends to be paid to foreign trusts shall be withheld by the Indian portfolio companies distributing the dividends and deposited with the Government. The Fund would be eligible to take the tax credit of the same while filing tax return in India.

 

Subject to eligibility to the Treaty, interest income from loans provided or debt securities held in India will be taxed at the rate of 15% under the Treaty provided the Fund qualifies as the beneficial owner of the interest income.

 

1

Section 207, Income Tax Act, 2025. At present, the Indian government charges a 4% health and education cess on the direct income tax liability of individuals.

In the event that the benefits of the Treaty are not available to the Fund for any reason, the interest would be subject to tax at the rate of 20% (plus applicable surcharge and cess). The taxation of capital gains would be as follows:

 

Nature of asset	Short Term Capital Gain (exclusive of applicable surcharge and health and education cess)	Long Term Capital Gain (exclusive of applicable surcharge and health and education cess)
Sale of listed equity shares or units of equity oriented mutual fund made off the floor of the stock exchange or zero-coupon bonds	Held for 12 months or less	Held for more than 12 months
	30%	12.50% (without indexation benefits)
Sale of unlisted securities (other than shares and other than those covered above)
	DEEMED TO BE SHORT TERM TAXABLE AT SLAB RATE
Sale of unlisted shares	Held for 24 months or less	Held for more than 24 months
	30%	12.50% (without indexation benefits)
Sale of listed Indian equity shares or units of equity oriented mutual fund made on the floor of the stock exchange and subject to Securities Transaction Tax	Held for 12 months or less	Held for more than 36 months
	20%	12.50% in cases where such gains exceed INR 125,000
Transfer of Foreign Currency Convertible Bonds, Depositary Receipts outside India between non-resident investors	Not taxable in India

 

In view of the particularized nature of tax consequences, each prospective Shareholder is advised to consult its own tax adviser with respect to the specific tax consequences of purchasing shares.

 

Securities Transaction Tax

 

The exemption for long-term capital gains up to INR 125,000 and the reduced rate of short-term capital gains are applicable only if the sale or transfer of the equity shares takes place on a recognized stock exchange in India and the STT, is collected by the respective stock exchanges, at the applicable rates on the transaction value.

The Fund will be liable to pay STT in respect of dealings in Indian securities purchased or sold on the Indian stock exchanges. The applicable rates of STT are as under:

 

Nature of Transaction	Payable by	Applicable STT Rates (%)
Delivery based purchase transaction in equity shares entered into in a recognized stock exchange	Purchaser	0.1
Delivery based sale transaction in equity shares entered in a recognized stock exchange	Seller	0.1
Delivery based sale of a unit of an equity oriented mutual fund entered in a recognized stock exchange	Seller	0.001
Non-delivery based sale transaction in equity shares or units of an equity oriented mutual fund entered in a recognized stock exchange	Seller	0.025
Transaction for sale of futures in securities	Seller	0.05
Transaction for sale of an option in securities	Seller	0.15
Transaction for sale of an option in securities, where the option is exercised	Purchaser	0.15
Sale of unlisted equity shares by any holder of such shares under an offer for sale to the public included in an IPO and where such shares are subsequently listed on a recognized stock exchange	Seller	0.2

 

Characterization of income

 

With effect from 1 April 2014, securities held by an FPI pursuant to FPI Regulations are regarded as “capital assets” and, as a corollary, gains derived from their transfer should be considered as capital gains. As a result of this amendment, gains arising on disposal/transfer of a range of listed securities including shares, debentures and eligible derivative instruments as may have been acquired under applicable laws, shall be taxed as capital gains (and not business income) under Indian domestic law. The taxation of capital gains should be as outlined above.

 

General Anti-Avoidance Rules (“GAAR”)

 

The Finance Act, 2012 had introduced General Anti-Avoidance Rules (“GAAR”) into the ITA, which, subsequent to the amendments introduced by the Finance Act, 2015, has come into effect from April 1, 2017. Further, it has been announced that GAAR would be applicable only to investments made after April 1, 2017.

 

As per the provisions of the ITA, Indian tax authorities have been granted wide powers to tax ‘impermissible avoidance arrangements’ including the power to disregard entities in a structure, reallocate income and expenditure between parties to the arrangement, alter the tax residence of such entities and the legal situs of assets involved, treat debt as equity and vice versa. The GAAR provisions are potentially applicable to any transaction or any part thereof.

 

The term ‘impermissible avoidance arrangement’ has been defined to mean an arrangement where the main purpose is to obtain a tax benefit, and it:

 

1.

creates rights, or obligations, which are not ordinarily created between persons dealing at arm’s length;

 

2.

results, directly or indirectly, in the misuse, or abuse, of the provisions of ITA;

 

3.

lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or

 

4.

is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide purposes.

 

Further, an arrangement shall be presumed, unless it is proved to the contrary by the taxpayer, to have been entered into, or carried out, for the main purpose of obtaining a tax benefit, if the main purpose of a step in, or a part of, the arrangement is to obtain a tax benefit, notwithstanding the fact that the main purpose of the whole arrangement is not to obtain a tax benefit.

 

An arrangement shall be deemed to lack commercial substance (amongst other factors) if:

 

1.

the substance or effect of the arrangement as a whole, is inconsistent with, or differs significantly from, the form of its individual steps or a part; or

2.

it involves or includes:

 

(a)

round trip financing;

 

(b)

an accommodating party;

 

(c)

elements that have effect of offsetting or cancelling each other; or

 

(d)

a transaction which is conducted through one or more persons and disguises the value, location, source, ownership or control of funds which is the subject matter of such transaction; or

 

3.

it involves the location of an asset or of a transaction or of the place of residence of any party which is without any substantial commercial purpose other than obtaining a tax benefit for a party; or

 

4.

it does not have a significant effect upon the business risks or net cash flows of any party to the arrangement apart from any effect attributable to the tax benefit that would be obtained.

 

In case GAAR is applied to any transaction pertaining to the Fund, it could have an adverse impact on the taxability of the Fund and the returns to the Contributors/ Investors.

 

Further, the CBDT on 27 January 2017 vide Circular No. 7 of 2017 (‘FAQ on GAAR’) issued clarifications on the GAAR provisions, wherein, inter alia it has been clarified that if the jurisdiction of an FPI is finalized based on non-tax commercial considerations, and the main purpose is not to obtain tax benefit, GAAR would not apply.

 

Taxation of Indirect Transfer of Indian Assets

 

No investor will be subject to taxation in India unless such investor is a resident of India or, if a non-resident, has an Indian source income or income received (whether accrued or otherwise) in India. The Finance Act, 2012 introduced a provision for the levy of capital gains tax on income arising from the transfer of shares/interest in a company/entity organized outside India which derives, directly or indirectly, its value substantially from the assets located in India. Thereafter, the Finance Act, 2015 introduced the criteria to determine when the share or interest of a foreign company or entity shall be deemed to derive its value ‘substantially’ from the assets (whether tangible or intangible) located in India. No investor will be subject to taxation in India unless such investor is a resident of India or, if a non-resident, has an Indian source income or income received (whether accrued or otherwise) in India.

 

Under the Finance Act, 2017 (read with Finance Act, 2020) a clarificatory amendment was introduced exempting non-residents holding investment in Category I FPIs from the application of indirect transfer provisions. However, non-residents holding investments in Category II FPIs are still subject to indirect transfer provisions.

 

Considering the registration of the Fund as a Category-I FPI under the SEBI (Foreign Portfolio Investors) Regulations, 2019 (“FPI Regulations”), the indirect transfer provisions should not apply to investors in the Fund.

 

Taxation under indirect transfer provisions (if and as applicable) should also be subject to relief under an applicable tax treaty. It would be important to note that requirements with respect to obtaining a TRC, submitting certain additional information and filing tax returns would also be applicable to such Shareholders claiming tax treaty relief.

 

The levels and bases of taxation and any relevant reliefs from taxation referred to in this Memorandum may change, any reliefs referred to are the ones which currently apply, and their value depends upon the circumstances of each individual investor. In view of the particularized nature of tax consequences, each prospective Shareholder is advised to consult its own tax adviser with respect to the specific tax consequences of purchasing shares.

 

Capital gains derived by the Fund will be subject to tax as set out above.

 

Shareholders of the Fund who are U.S. persons (“U.S. shareholders”) may be ineligible to claim U.S. foreign tax credits for foreign taxes paid by the Fund. Even if a U.S. shareholder were eligible to claim the foreign tax credit for such taxes, limitations imposed by the Code could prevent a U.S. shareholder from using the foreign tax credit for capital gains taxes paid to India. Income and gains of the Fund for which a U.S. foreign tax credit is not available would be subject to two levels of tax–both at the Fund level in India and at the shareholder level in the United States.

Exposure to Permanent Establishment risk: While the Fund believes that its activities should not create a permanent establishment (“PE”) for the Fund in India, there is a risk that the Indian tax authorities could take a contrary view. If for any reason the Fund is held to have a PE in India, in such a case the Fund’s profits could be subject to tax in India to the extent attributable to the PE and the assets that form part of the PE at the rate of 35% on net basis (plus applicable surcharge and cess) for corporates and 30% on net basis (plus applicable surcharge and cess) for non-corporates.

 

Minimum Alternate Tax: Under the Act, if the tax payable by a company is less than 15% of its adjusted book profits, it will be required to pay a MAT at the rate of 15% of such book profits. However, if the income of foreign companies comprises of inter alia capital gains arising on transactions in securities, interest etc. then such income shall not be subject to the MAT. The Act was further amended to provide that a foreign company shall not be subject to a MAT if the foreign company’s country of residence has entered into a tax treaty with India, and such company does not have a permanent establishment in India, as defined by the tax treaty.

 

Therefore, with respect to the income accruing to the Fund from its investments in Indian securities, the Fund will not be subject to levy of MAT in India.

 

THESE TAX CONSEQUENCES ARE BASED ON THE CURRENT TAX LAW IN INDIA, TAXATION TREATY AND INTERPRETATION THEREOF. THESE PROVISIONS AND INTERPRETATIONS THEREOF ARE LIKELY TO CHANGE IN FUTURE IN WHICH CASE THE TAX CONSEQUENCES COULD CHANGE SUBSTANTIALLY. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE PURCHASE AND OWNERSHIP OF THE SHARES.

 

CUSTODIAN

 

U.S. Bank National Association, located at 1555 N. Rivercenter Drive, Milwaukee, WI 53212, is Custodian of the Fund’s investments. The Custodian acts as the Fund’s depository, safekeeps portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Fund’s request and maintains records in connection with its duties.

 

FUND SERVICES

 

Ultimus Fund Solutions, LLC (“Ultimus”) located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, acts as the Fund’s transfer agent, fund accountant, and administrator. Ultimus is the parent company of the distributor, Ultimus Fund Distributors, LLC. Certain officers of the Trust are employees of Ultimus and such persons are not paid by the Fund for serving in such capacities.

 

Ultimus maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of the Fund’s shares, acts as dividend and distribution disbursing agent, and performs other transfer agent and shareholder service functions. In addition, Ultimus provides the Fund with fund accounting services, which include certain monthly reports, record keeping and other management-related services. Ultimus also provides the Fund with administrative services, including all regulatory reporting and necessary office equipment, personnel and facilities.

 

The Fund paid the following fees to Ultimus for its services to the Fund during the periods shown. The amounts given may include amounts paid to various third parties as compensation for sub-transfer agency services.

 

Fiscal Period Ended		Fees Paid for Transfer Agency Services				Fees Paid for Administration Services
December 31, 2025		$	57,103			$	51,544

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of Ultimus, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives fees from the Fund.

 

Fiscal Period Ended		Compliance
December 31, 2025		$	14,917

  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The firm of Cohen & Company, Ltd., located at 1350 Euclid Ave., Suite 800, Cleveland, OH 44115 has been selected as the independent registered public accounting firm for the Fund for the fiscal year ending December 31, 2026. Its services will include auditing of the Fund’s financial statements. Cohen & Co Advisory, LLC, an affiliate of Cohen & Company, Ltd. will provide tax services, as requested.

 

DISTRIBUTOR

 

Ultimus Fund Distributors, LLC, located at 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246, is the exclusive agent for distribution of shares of the Fund. An officer of the Trust is also an officer of the Distributor and may be deemed to be an affiliate of the Distributor. The Distributor is a wholly-owned subsidiary of Ultimus. The Distributor is obligated to sell the shares of the Fund on a best-efforts basis only against purchase orders for the shares. Shares of the Fund are offered to the public on a continuous basis.

 

DISTRIBUTION PLAN

 

The Trust, with respect to the Fund, has adopted a Distribution Plan (the “Plan”) for its Investor Class shares pursuant to Rule 12b-1 under the 1940 Act. The Plan was approved by a majority of the Board, including a majority of the Trustees who are not interested persons of the Trust or the Fund, and who have no direct or indirect financial interest in the operation of the Plan or in any other Rule 12b-1 agreement. The Plan was approved by the Board at an in-person meeting on August 20, 2024. The Plan will continue in effect from year to year, provided that each such continuance is approved at least annually by a vote of the Board, including a majority vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such continuance.

 

The Plan provides that the Fund will pay the Adviser and/or any registered securities dealer, financial institution or any other person (the “Recipient”) a shareholder servicing fee of up to 0.25% of the average daily net assets of the Investor Class shares in connection with the promotion and distribution of Investor Class shares or the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current shareholders of the Fund, the printing and mailing of sales literature and servicing shareholder accounts (“12b-1 Expenses”). The Fund or the Adviser may pay all or a portion of these fees to any Recipient who renders assistance in distributing or promoting the sale of Investor Class shares, or who provides certain shareholder services, pursuant to a written agreement. The Plan is a compensation plan, which means that compensation is provided regardless of 12b-1 Expenses actually incurred. It is anticipated that the Plan will benefit shareholders because an effective sales program typically is necessary in order for the Fund to reach and maintain a sufficient size to achieve efficiently its investment objectives and to realize economies of scale.

FINANCIAL STATEMENTS

 

The financial statements of the Fund and the report of the Independent Registered Public Accounting Firm required to be included in the SAI are incorporated herein by reference to the Fund’s Form N-CSR, which includes the Fund’s Annual Report to Shareholders for the fiscal period ended December 31, 2025 (File No. 811-21237). The Annual Report may be obtained, without charge, by calling Shareholder Services at 1-833-894-0514. The Annual Report is also available on the Fund’s website at www.QIndiaFund.com.

EXHIBIT A

 

Quantum Advisors Private Limited

 

Proxy Voting Policy

 

Regulatory Guidance, Policy & Procedure

 

1.

Regulatory Guidance

 

In August 2019, the SEC published a Proxy Voting Guidance to assist investment advisers in fulfilling their proxy voting responsibilities, particularly when relying on proxy advisors. The SEC encourages investment advisers to review their policies and procedures in light of the Proxy Voting Guidance.

 

The Proxy Voting Guidance underscores that an investment adviser is a fiduciary that owes to each of its clients duties of care and loyalty regarding “all services undertaken on the client’s behalf, including proxy voting.” It also re-emphasizes that using a proxy advisor to assist with voting in no way relieves an investment adviser of its fiduciary duty to serve its client’s best interest. The SEC notes, among other things, that an investment adviser and its client may agree on the scope of the investment adviser’s proxy voting authority and responsibilities.

 

The Proxy Voting Guidance provides a non-exhaustive list of factors the SEC believes an investment adviser should consider when deciding whether to retain (or continue to retain) a proxy advisor, including whether:

 

●

the proxy advisor has the ability to adequately analyze the matters for which the investment adviser is responsible for voting;

 

●

the proxy advisor has sufficiently informed the investment adviser about its methodologies in formulating voting recommendations; and

 

●

the proxy advisor’s conflict of interest policies and procedures provide “context-specific, non-boilerplate” disclosure of the proxy advisor’s actual and potential conflicts with respect to the services provided to the investment adviser.

 

The SEC also stated that an investment adviser should consider taking certain steps if it becomes aware of potential factual errors, incompleteness or methodological weaknesses in a proxy advisor’s analysis that may materially affect the investment adviser’s voting determination, and should consider evaluating a proxy advisor’s services on an ongoing basis.

 

According to the Proxy Voting Guidance, even if an investment adviser has assumed voting authority on behalf of a client, it is not required to exercise every opportunity to vote a proxy for that client. Such instances include those in which (i) the investment adviser and its client agreed in advance to limit the conditions under which the investment adviser would cast a vote and (ii) the investment adviser has determined that refraining from voting is in the client’s best interest (e.g., the cost exceeds the expected benefit).

 

Finally, an investment adviser should review and document at least annually that its voting policies and procedures are reasonably designed to ensure that the investment adviser votes in its clients’ best interests.

 

Firm’s Policies and Procedures

 

As a matter of policy and as a fiduciary to its clients, the Firm has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients unless

otherwise provided in the Client IMAs. This proxy voting policy describes the Firm’s policy for doing so. The Firm may appoint or continue to retain a proxy advisor to assist it in meeting its proxy voting responsibilities. These policies and procedures (as also the performance of the Firm’s proxy voting advisor) shall be reviewed on an annual basis as part of the review of the Manual.

 

1.

Responsibility

 

The Chief Compliance Officer (CCO) has the responsibility for administering and monitoring of the Firm’s proxy voting policy, practices, disclosures and record keeping.

 

The Firm will provide information in its Form ADV Part 2A - that is displayed conspicuously-, summarizing this proxy voting policy and procedures, including a statement that clients may request information regarding how the Firm voted a client’s proxies, and that clients may request a copy of these policies and procedures.

 

2.

Client Requests for Information

 

The Firm shall on an annual basis conduct a review of all the proxy voting decisions made/recommended for clients during the previous year and maintain a record of the same. In the course of this review or even at an earlier point of time if the Firm becomes aware of potential factual errors, incompleteness or methodological weaknesses in a proxy advisor’s analysis that may materially affect the investment adviser’s voting determination, the Firm shall take appropriate corrective steps and shall consider evaluating the proxy advisor’s services.

 

All client requests for information regarding proxy votes, or proxy policies and procedures, received by any employee should be forwarded to the CCO or the designated officer.

 

In response to any request, the Firm will prepare a written response to the client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and how the Firm voted the client’s proxy with respect to each proposal about which the client inquired. Depending on the nature of the request, the Firm may also provide the client with a copy of these proxy voting policies and procedures.

 

Any request for information of this nature by a client will be responded to as quickly and as reasonably as possible, given the nature and extent of the particular request.

 

3.

Voting Guidelines

 

The Firm’s policy is to vote all proxies from a specific issuer in the same way for each client whose account is being managed under the same investment strategy absent qualifying restrictions from a client. In the absence of specific voting guidelines from the client, the Firm will vote proxies in the best interests of its clients. Clients are permitted to place reasonable restrictions on the Firm’s voting authority in the same manner that they may place such restrictions on the actual selection of account securities.

 

All voting decisions are taken on a case-to-case basis applying a more company or issuer specific analysis for certain type of proposals (e.g. significant corporate events). The research analyst at the Firm who covers the company in question (concerned research analyst) reviews the different proposals put before the shareholders and arrives at a final decision on how to vote, keeping in mind the long-term interest of the client and the detailed proxy voting guidelines put

in place by the research and investment team. The firm may also if thought fit, obtain proxy advisory services from an independent “proxy advisory service provider” wherein the service provider shall provide their analysis on the various agenda items to be discussed at the shareholders meetings and their recommendations on how the Firm may vote on these matters. The concerned research analyst may after considering these recommendations communicate his or her final voting decision or recommendation to the Firm’s back office team for further action. Where the Firm takes a decision to appoint or continue to retain a proxy advisor it shall endeavor to comply with the relevant guidance/s issued by SEC from time to time in this regard. In case of certain separately managed Institutional clients for whom the Firm performs proxy voting service, the Firm uploads the voting instructions on the website of the proxy agent appointed by the client. The client’s custodian then picks up the voting instructions given by the Firm and votes accordingly, through its Indian sub-custodian at the meetings of the shareholders of the various companies and the voting records are updated on the website of the proxy agent’s website.

 

In case of the affiliated private fund/ retail clients advised by the Firm, the Firm’s authorized representative votes on behalf of the fund under a power of attorney granted by the said fund to vote proxies on its behalf directly by attending physical meetings or by utilizing the e-voting facility provided by the portfolio companies.

 

The CCO has the responsibility for reviewing these proxy procedures.

 

If the Firm decides not to vote a proxy, the CCO shall document the reasons for that decision.

 

4.

Conflicts of Interest

 

In voting proxies, the Firm will identify any conflicts that may exist between the interests of the Firm and the client by reviewing the relationship of the Firm with the issuer of each security to determine if the Firm or any of its employees has any financial, business or personal relationship with the issuer.

 

If a material conflict of interest exists, the CCO will disclose the conflict to the affected clients, give those clients discretion to vote, or to vote according to an independent third party voting recommendation.

Examples of potential conflicts of interest include but are not limited to the following:

 

4.1

Proxy votes regarding non-routine matters are solicited by a company that has (or whose retirement plans have) an institutional separate account relationship with the Firm or a large investment in one of the funds managed by the Firm.

 

4.2

The Firm has a material business relationship with a proponent of a proxy proposal, participants in a proxy contest, or directors or director candidates of a company; and

 

4.3

An employee of the Firm has a personal interest in the outcome of a particular proxy proposal (which might be the case if, for example, a member of an employee’s immediate family was a director or executive officer of the relevant company).

5.

Recordkeeping

 

The CCO or the designated officer shall ensure that the following proxy records are maintained in accordance with the SEC’s five-year retention requirement.

 

5.1

These policies and procedures and any amendments;

 

5.2

Any document the Firm created that was material to making a decision how to vote proxies, or that memorializes that decision.

 

5.3

A copy of each written request from a client for information on how the Firm voted such client’s proxies, and a copy of any written response.

 

5.4

A copy of each proxy statement that the Firm receives and a record of each vote that the Firm casts shall be maintained by the Firm.

 

PART C. OTHER INFORMATION

 

Item 28.

Exhibits

 

(a)		Articles of Incorporation
		1.	Agreement and Declaration of Trust as filed with the State of Ohio on October 17, 2002 – Filed with Registrant’s initial registration statement on Form N-1A dated October 21, 2002 and incorporated herein by reference.
		2.	Amendment No. 54 to Agreement and Declaration of Trust as filed with the State of Ohio on March 2, 2026 – Filed with Registrant’s registration statement on Form N-1A dated March 27, 2026 and incorporated herein by reference.
(b)		By-laws. Bylaws of the Registrant, as adopted on October 14, 2002 – Filed with Registrant’s initial registration statement on Form N-1A dated October 21, 2002 and incorporated herein by reference.
(c)		Instruments Defining Rights of Security Holders. None.
(d)		Investment Advisory Contracts.
		1.	(a)	Registrant’s Amended and Restated Management Agreement with Crawford Investment Counsel, Inc. with regard to the Crawford Large Cap Dividend Fund – Filed with Registrant’s registration statement on Form N-1A dated May 2, 2011 and incorporated herein by reference.
			(b)	Registrant’s Amended and Restated Management Agreement with Crawford Investment Counsel, Inc. with regard to the Crawford Small Cap Dividend Fund – Filed with Registrant’s registration statement on Form N-1A dated April 29, 2021 and incorporated herein by reference.
			(c)	Amended and Restated Operating Expense Limitation Agreement with Crawford Investment Counsel, Inc. regarding fee waiver and expense reimbursement with respect to the Crawford Large Cap Dividend Fund, and the Crawford Small Cap Dividend Fund – Filed with Registrant’s registration statement on Form N-1A dated April 29, 2021 and incorporated herein by reference.
		2.	(a)	Registrant’s Management Agreement with Crawford Investment Counsel, Inc. with regard to the Crawford Multi-Asset Income Fund – Filed with Registrant’s registration statement on Form N-1A dated April 29, 2021 and incorporated herein by reference.
			(b)	Amended and Restated Operating Expense Limitation Agreement with Crawford Investment Counsel, Inc. regarding fee waiver and expense reimbursement with respect to the Crawford Multi-Asset Income Fund - Filed with Registrant’s registration statement on Form N-1A dated April 29, 2025 and incorporated herein by reference.
		3.	(a)	Registrant’s Management Agreement with Channel Investment Partners LLC with regard to the Channel Income Fund dated August 1, 2020 – Filed with Registrant’s registration statement on Form N-1A dated January 27, 2021 and incorporated herein by reference.
			(b)	Assignment and Assumption Agreement among Financial Counselors, Inc., Channel Investment Partners LLC and Unified Series Trust regarding fee waiver and expense reimbursement with respect to the Channel Income Fund – Filed with Registrant’s registration statement on Form N-1A dated January 27, 2021 and incorporated herein by reference.
			(c)	Amended and Restated Operating Expense Limitation Agreement with Channel Investment Partners LLC regarding fee waiver and expense reimbursement with respect to the Channel Income Fund dated February 1, 2026 – Filed with Registrant’s registration statement on Form N-1A dated January 28, 2026 and incorporated herein by reference.
	4.		(a)	Registrant’s Management Agreement with Dean Investment Associates, LLC with regard to the Dean Mid Cap Value Fund dated February 1, 2024 – Filed with Registrant’s registration statement on Form N-1A dated July 26, 2024 and incorporated herein by reference.
			(b)	Registrant’s Management Agreement with Dean Investment Associates, LLC with regard to the Dean Small Cap Value Fund dated February 1, 2024 – Filed with Registrant’s registration statement on Form N-1A dated July 26, 2024 and incorporated herein by reference.

 

	.	(c)	Registrant’s Management Agreement with Dean Investment Associates, LLC with regard to the Dean Equity Income Fund dated February 1, 2024 – Filed with Registrant’s registration statement on Form N-1A dated July 26, 2024 and incorporated herein by reference.
		(d)	Operating Expense Limitation Agreement with Dean Investment Associates, LLC regarding fee waiver and expense reimbursement with respect to the Dean Funds dated October 24, 2023 – Filed with Registrant’s registration statement on Form N-1A dated July 26, 2024 and incorporated herein by reference.
		(e)	Investment Subadvisory Agreement between Dean Investment Associates, LLC and Dean Capital Management, LLC with regard to the Dean Mid Cap Value Fund, Dean Small Cap Value Fund, and Dean Equity Income Fund dated January 1, 2024 – Filed with Registrant’s registration statement on Form N-1A dated July 26, 2024 and incorporated herein by reference.
	5.	Registrant’s Management Agreement with SBAuer Funds, LLC with regard to the Auer Growth Fund – Filed with Registrant’s registration statement on Form N-1A dated March 29, 2021 and incorporated herein by reference.
	6.	(a)	Registrant’s Management Agreement with Fisher Asset Management, LLC with regard to the Tactical Multi-Purpose Fund – Filed with Registrant’s registration statement on Form N-1A dated November 29, 2021 and incorporated herein by reference.
		(b)	Amended and Restated Operating Expense Limitation Agreement with Fisher Asset Management, LLC regarding fee waiver and expense reimbursement with respect to the Tactical Multi-Purpose Fund – Filed with Registrant’s registration statement on Form N-1A dated December 22, 2025 and incorporated herein by reference.
	7.	Registrant’s Management Agreement with Fisher Asset Management, LLC with regard to the FI Institutional Group Stock Fund for Retirement Plans, the FI Institutional Group ESG Stock Fund for Retirement Plans, the FI Institutional Group Fixed Income Fund for Retirement Plans, and the FI Institutional Group ESG Fixed Income Fund for Retirement Plans – Filed with Registrant’s registration statement on Form N-1A dated December 28, 2021 and incorporated herein by reference.
	8.	(a)	Registrant’s Management Agreement with Standpoint Asset Management, LLC with regard to the Standpoint Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated February 26, 2021 and incorporated herein by reference.
		(b)	Amended and Restated Operating Expense Limitation Agreement with Standpoint Asset Management, LLC regarding Standpoint Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated February 27, 2025 and incorporated herein by reference.
		(c)	Investment Advisory Agreement between Standpoint Asset Management, LLC and Standpoint Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated February 26, 2021 and incorporated herein by reference.
	9.	(a)	Registrant’s Management Agreement with Absolute Investment Advisers LLC with regard to the Absolute Select Value ETF – Filed with Registrant’s registration statement on Form N-1A dated July 28, 2021 and incorporated herein by reference.
		(b)	Amended and Restated Operating Expense Limitation Agreement with Absolute Investment Advisers LLC with regard to the Absolute Select Value ETF – Filed with Registrant’s registration statement on Form N-1A dated July 28, 2021 and incorporated herein by reference.
		(c)	Registrant’s Management Agreement with Absolute Investment Advisers LLC with regard to the Absolute Capital Opportunities Fund – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.
		(d)	Registrant’s Management Agreement with Absolute Investment Advisers LLC with regard to the Absolute Convertible Arbitrage Fund – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.
		(e)	Registrant’s Management Agreement with Absolute Investment Advisers LLC with regard to the Absolute Flexible Fund – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.

 

		(f)	Registrant’s Management Agreement with Absolute Investment Advisers LLC with regard to the Absolute CEF Opportunities – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.
		(g)	Operating Expense Limitation Agreement with Absolute Investment Advisers LLC with regard to the Absolute Capital Opportunities Fund, Absolute Convertible Arbitrage Fund, Absolute Flexible Fund, and Absolute Strategies Fund (now Absolute CEF Opportunities) – Filed with Registrant’s registration statement on Form N-1A dated September 15, 2023 and incorporated herein by reference.
		(h)	Assignment and Assumption Agreement among Absolute Investment Advisers LLC, Forum Funds, and Unified Series Trust with regard to the Absolute Capital Opportunities Fund, Absolute Convertible Arbitrage Fund, Absolute Flexible Fund, and Absolute Strategies Fund (now Absolute CEF Opportunities) – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.
		(i)	Subadvisory Agreement between Absolute Investment Advisers LLC and St. James Investment Company, LLC with regard to the Absolute Select Value ETF – Filed with Registrant’s registration statement on Form N-1A dated July 28, 2021 and incorporated herein by reference.
		(j)	Subadvisory Agreement between Absolute Investment Advisers LLC and Focus Partners Wealth, LLC with regard to the Absolute Capital Opportunities Fund – Filed with Registrant’s registration statement on Form N-1A dated March 27, 2026 and incorporated herein by reference.
		(k)	Amended and Restated Operating Expense Limitation Agreement with Absolute Investment Advisers LLC with regard to Absolute CEF Opportunities (formerly Absolute Strategies Fund) – Filed with Registrant’s registration statement on Form N-1A dated October 21, 2024 and incorporated herein by reference.
	10.	(a)	Registrant’s Management Agreement with Ballast Asset Management, LP with regard to the Ballast Small/Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated November 20, 2020 and incorporated herein by reference.
		(b)	Operating Expense Limitation Agreement with Ballast Asset Management, LP with regard to the Ballast Small/Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated November 20, 2020 and incorporated herein by reference.
	11.	(a)	Registrant’s Management Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Large Cap Core ETF – Filed with Registrant’s registration statement on Form N-1A dated November 5, 2021 and incorporated herein by reference.
		(b)	Operating Expense Limitation Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Large Cap Core ETF – Filed with Registrant’s registration statement on Form N-1A dated April 29, 2024 and incorporated herein by reference.
		(c)	Registrant’s Management Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Core Plus Bond ETF – Filed with Registrant’s registration statement on Form N-1A dated March 14, 2022 and incorporated herein by reference.
		(d)	Operating Expense Limitation Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Core Plus Bond ETF – Filed with Registrant’s registration statement on Form N-1A dated March 14, 2022 and incorporated herein by reference.
		(e)	Sub-Advisory Agreement between OneAscent Investment Solutions, LLC and Teachers Advisors, LLC with regard to the OneAscent Core Plus Bond ETF – Filed with Registrant’s registration statement on Form N-1A dated March 14, 2022 and incorporated herein by reference.
		(f)	Registrant’s Management Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent International Equity ETF – Filed with Registrant’s registration statement on Form N-1A dated August 15, 2022 and incorporated herein by reference.
		(g)	Registrant’s Management Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Emerging Markets ETF – Filed with Registrant’s registration statement on Form N-1A dated August 15, 2022 and incorporated herein by reference.

 

		(h)	Operating Expense Limitation Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent International Equity ETF and the OneAscent Emerging Markets ETF – Filed with Registrant’s registration statement on Form N-1A dated August 15, 2022 and incorporated herein by reference.
		(i)	Registrant’s Management Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Enhanced Small and Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated May 29, 2024 and incorporated herein by reference.
		(j)	Operating Expense Limitation Agreement with OneAscent Investment Solutions, LLC with regard to the OneAscent Enhanced Small and Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated May 29, 2024 and incorporated herein by reference.
	12.	(a)	Registrant’s Management Agreement with Efficient Capital Management LLC with regard to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
		(b)	Operating Expense Limitation Agreement with Efficient Capital Management LLC with regard to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
		(c)	Investment Advisory Agreement between Efficient Capital Management LLC and Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
		(d)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and AlphaSimplex Group, LLC with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.
		(e)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and AQR Capital Management, LLC with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.
		(f)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and Aspect Capital Limited with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.
		(g)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and Columbia Management Investment Advisers, LLC with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.
		(h)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and Crabel Capital Management, LLC with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd.  – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.
		(i)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and Welton Investment Partners LLC with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.
		(j)	Form of Sub-Advisory Agreement between Efficient Capital Management LLC and Winton Capital Management Limited with regard to the Efficient Enhanced Multi-Asset Fund and the Efficient Enhanced Multi-Asset (Cayman) Fund, Ltd. – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference. Redacted proprietary.

 

	13.	(a)	Registrant’s Management Agreement with Quantum Advisors Private Limited with regard to the Q India Equity Fund – Filed with Registrant’s registration statement on Form N-1A dated October 11, 2024 and incorporated herein by reference.
		(b)	Second Amended and Restated Operating Expense Limitation Agreement with Quantum Advisors Private Limited with regard to the Q India Equity Fund - Filed herewith.
	14.	(a)	Registrant’s Management Agreement with Loop Capital Asset Management – TCH LLC with regard to the LCAM Strategic Income Fund – Filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference.
	15.	(a)	Registrant’s Management Agreement with Loop Capital Asset Management – TCH LLC with regard to the LCAM Total Return Fund – Filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference.
		(b)	Operating Expense Limitation Agreement with Loop Capital Asset Management – TCH LLC with regard to the LCAM Strategic Income Fund and the LCAM Total Return Fund – Filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference.
		(c)	Amended and Restated Operating Expense Limitation Agreement for LCAM Strategic Income Fund dated March 13, 2026 – Filed with Registrant’s registration statement on Form N-1A dated March 27, 2026 and incorporated herein by reference.
(e)	Underwriting Contracts.
	1.	(a)	Distribution Agreement between Registrant and Ultimus Fund Distributors, LLC dated July 1, 2025 – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference. Redacted proprietary.
		(b)	Amendment to Distribution Agreement between Registrant and Ultimus Fund Distributors, LLC – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference. Redacted proprietary.
	2.	(a)	Distribution Agreement between Registrant and Northern Lights Distributors, LLC – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference. Redacted proprietary.

 

(f)	Bonus or Profit Sharing Contracts. None.

 

(g)	Custodian Agreements.
	1.	Registrant’s Custodian Agreement with Huntington National Bank dated October 15, 2010, assigned to Argent Institutional Trust Company on March 2, 2026 – Filed with Registrant’s registration statement on Form N-1A dated July 28, 2021 and incorporated herein by reference. Redacted proprietary.
	2.	(a)	Registrant’s Custodian Agreement with U.S. Bank, N.A. dated September 23, 2005 – Filed with Registrant’s registration statement on Form N-1A dated July 28, 2021 and incorporated herein by reference. Redacted proprietary.
		(b)	Amendment to Registrant’s Custodian Agreement with U.S. Bank, N.A. – Filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference. Redacted proprietary.
	3.	(a)	Registrant’s Custodian and Transfer Agent Agreement with Brown Brothers Harriman & Co. – Filed with Registrant’s registration statement on Form N-1A dated February 26, 2021 and incorporated herein by reference.
		(b)	Eighth Amendment to Custodian and Transfer Agent Agreement with Brown Brothers Harriman & Co. reflecting current schedule of ETFs – Filed with Registrant’s registration statement on Form N-1A dated May 29, 2024 and incorporated herein by reference.

 

	4.	(a)		Registrant’s Custodian Agreement with MUFG Union Bank, N.A. – Filed with Registrant’s registration statement on Form N-1A dated February 26, 2021 and incorporated herein by reference.
		(b)		U.S. Bank National Association Acknowledgement of Assumption of Custodial Duties – Filed with Registrant’s registration statement on Form N-1A dated October 27, 2021 and incorporated herein by reference.
	5.	Registrant’s Custodian Agreement with Fifth Third Bank, National Association – Filed with Registrant’s registration statement on Form N-1A dated November 9, 2021 and incorporated herein by reference.
(h)	Other Material Contracts.
	1.	(a)	Amended and Restated Consulting Agreement between Registrant and Northern Lights Compliance Services, LLC – Filed with Registrant’s registration statement on Form N-1A dated August 24, 2021 and incorporated herein by reference. Redacted proprietary.
		(b)	Amendment to Amended and Restated Consulting Agreement between Registrant and Northern Lights Compliance Services, LLC (Notices) – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference.
		(c)	Amendment to Amended and Restated Consulting Agreement between Registrant and Northern Lights Compliance Services, LLC (Schedule A) – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference. Redacted proprietary.
	2.	(a)		Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC – Filed with Registrant’s registration statement on Form N-1A dated February 22, 2023 and incorporated herein by reference. Redacted proprietary.
		(b)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (N-CEN N-PORT) – Filed with Registrant’s registration statement on Form N-1A dated February 22, 2023 and incorporated herein by reference.
		(c)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (ETF Accounting) – Filed with Registrant’s registration statement on Form N-1A dated February 22, 2023 and incorporated herein by reference.
		(d)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (ETF Administration) – Filed with Registrant’s registration statement on Form N-1A dated February 22, 2023 and incorporated herein by reference.
		(e)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Derivatives) – Filed with Registrant’s registration statement on Form N-1A dated February 22, 2023 and incorporated herein by reference. Redacted proprietary.
		(f)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Tax Provisioning) – Filed with Registrant’s registration statement on Form N-1A dated November 13 2023 and incorporated herein by reference. Redacted proprietary.
		(g)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Shareholder Servicing Fees) – Filed with Registrant’s registration statement on Form N-1A dated November 13 2023 and incorporated herein by reference.
		(h)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Notices) – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference.
		(i)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Schedule A) – Filed with Registrant’s registration statement on Form N-1A dated August 20, 2025 and incorporated herein by reference.
		(j)		Amendment to Master Services Agreement between Registrant and Ultimus Fund Solutions, LLC (Tailored Shareholder Reports) – Filed with Registrant’s registration statement on Form N-1A dated May 29, 2024 and incorporated herein by reference.  Redacted proprietary.

 

	3.	Form of Authorized Participant Agreement for ETFs – Filed with Registrant’s registration statement on Form N-1A dated November 20, 2020 and incorporated herein by reference.
	4.	Registrant’s Investment Agreement with 360 Funds for Ballast Small/Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated December 3, 2021 and incorporated herein by reference.
	5.	Registrant’s Fund of Funds Investment Agreement with Fidelity Rutland Square Trust II for Absolute Convertible Arbitrage Fund – Filed with Registrant’s registration statement on Form N-1A dated September 15, 2023 and incorporated herein by reference.
	6.	Registrant’s Administrative Services Plan for the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	7.	Registrant’s Fund of Funds Investment Agreement with The Advisors’ Inner Circle Fund and The Advisors’ Inner Circle Fund II for Ballast Small/Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated January 27, 2025 and incorporated herein by reference.
(i)	Legal Opinion and Consent.
	1.	Legal opinion and consent – The Legal Opinion of Thompson Hine was filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference.  The legal consent is filed herewith.
(j)	Other Opinions. Consent of Independent Registered Public Accounting Firm – Filed herewith.
(k)	Omitted Financial Statements. None.

 

(l)	Initial Capital Agreements.  Letter of Investment Intent from Unified Fund Services, Inc., dated December 30, 2002 – Filed with Registrant’s registration statement on Form N-1A dated December 31, 2002 and incorporated herein by reference.

 

(m)	Rule 12b-1 Plans.
	1.	Revised Rule 12b-1 Distribution Plan for Crawford Large Cap Dividend Fund – Filed with Registrant’s registration statement on Form N-1A dated May 2, 2011 and incorporated herein by reference.
	2.	Rule 12b-1 Distribution Plan for Channel Income Fund – Filed with Registrant’s registration statement on Form N-1A dated August 30, 2005 and incorporated herein by reference.
	3.	Rule 12b-1 Distribution Plan with respect to the Auer Growth Fund – Filed with Registrant’s registration statement on Form N-1A dated December 21, 2007 and incorporated herein by reference.
	4.	Rule 12b-1 Distribution Plan with respect to the Investor Class Shares of the Standpoint Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated October 28, 2019 and incorporated herein by reference.
	5.	Rule 12b-1 Distribution Plan with respect to the Investor Class Shares of the Absolute Convertible Arbitrage Fund – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.
	6.	Rule 12b-1 Distribution Plan with respect to the Class A Shares of the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	7.	Rule 12b-1 Distribution Plan with respect to the Investor Class Shares of the Q India Equity Fund – Filed with Registrant’s registration statement on Form N-1A dated October 11, 2024 and incorporated herein by reference.

 

(n)	Rule 18f-3 Plans.
	1.	Amended and Restated Rule 18f-3 Plan for Crawford Large Cap Dividend Fund, and Crawford Small Cap Dividend Fund - Filed with Registrant’s registration statement on Form N-1A dated April 28, 2015 and incorporated herein by reference.
	2.	Rule 18f-3 Plan for Standpoint Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated October 28, 2019 and incorporated herein by reference.

 

	3.	Rule 18f-3 Plan for Absolute Convertible Arbitrage Fund – Filed with Registrant’s registration statement on Form N-1A dated September 5, 2023 and incorporated herein by reference.
	4.	Rule 18f-3 Plan for Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	5.	Rule 18f-3 Plan for Q India Equity Fund – Filed with Registrant’s registration statement on Form N-1A dated October 11, 2024 and incorporated herein by reference.
(o)	Reserved.
(p)	Codes of Ethics.
	1.	Registrant’s Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated November 12, 2025 and incorporated herein by reference.
	2.	Code of Ethics for Senior Executive Officers – Filed with Registrant’s registration statement on Form N-1A dated November 29, 2021 and incorporated herein by reference.
	3.	Code of Ethics adopted by Ultimus Fund Distributors, LLC and Northern Lights Distributors, LLC, as distributors to Registrant – Filed with Registrant’s registration statement on Form N-1A dated November 13 2023 and incorporated herein by reference.
	4.	Dean Investment Associates, LLC and Dean Financial Services, LLC Code of Ethics and Insider Trading Policy - Filed with Registrant’s registration statement on Form N-1A dated December 3, 2021 and incorporated herein by reference.
	5.	Dean Capital Management, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated December 3, 2021 and incorporated herein by reference.
	6.	Fisher Asset Management, LLC Code of Ethics - Filed with Registrant’s registration statement on Form N-1A dated December 27, 2024 and incorporated herein by reference.
	7.	Channel Investment Partners LLC Code of Ethics - Filed with Registrant’s registration statement on Form N-1A dated July 31, 2020 and incorporated herein by reference.
	8.	SBAuer Funds, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated March 29, 2021 and incorporated herein by reference.
	9.	Crawford Investment Counsel, Inc. Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated April 29, 2025 and incorporated herein by reference.
	10.	Standpoint Asset Management, LLC Code of Ethics – Filed with Registrant’s registration on Form N-1A dated February 27, 2025 and incorporated herein by reference.
	11.	Absolute Investment Advisers LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated July 29, 2024 and incorporated herein by reference.
	12.	St. James Investment Company, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated July 27, 2023 and incorporated herein by reference.
	13.	Ballast Asset Management, LP Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated November 20, 2020 and incorporated herein by reference.
	14.	OneAscent Investment Solutions, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated August 22, 2025 and incorporated herein by reference.
	15.	Teachers Advisors, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated December 27, 2024 and incorporated herein by reference.
	16.	Focus Partners Wealth, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated March 27, 2026 and incorporated herein by reference.

 

	17.	Efficient Capital Management LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated September 29, 2025 and incorporated herein by reference.
	18.	AlphaSimplex Group, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated September 29, 2025 and incorporated herein by reference.
	19.	AQR Capital Management, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	20.	Aspect Capital Limited Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated September 29, 2025 and incorporated herein by reference.
	21.	Columbia Management Investment Advisers, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	22.	Crabel Capital Management, LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	23.	Welton Investment Partners LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated September 29, 2025 and incorporated herein by reference.
	24.	Winton Capital Management Limited Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	25.	Quantum Advisors Private Limited Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated October 11, 2024 and incorporated herein by reference.
	26.	Loop Capital Asset Management – TCH LLC Code of Ethics – Filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference.
(q)	Proxy Voting Policies.
	1.	Registrant’s Revised Proxy Voting Policy – Filed with Registrant’s registration statement on Form N-1A dated July 1, 2011 and incorporated herein by reference.
	2.	Proxy Voting Policy and Procedures adopted by Crawford Investment Counsel, Inc. – Filed with Registrant’s registration statement on Form N-1A dated December 29, 2003 and incorporated herein by reference.
	3.	Proxy Voting Policy and Procedures adopted by Channel Investment Partners LLC – Filed with Registrant’s registration statement on Form N-1A dated July 31, 2020 and incorporated herein by reference.
	4.	Proxy Voting Policy and Procedures adopted by Dean Investment Associates, LLC as adviser to the Dean Funds – Filed with Registrant’s registration statement on Form N-1A dated March 7, 2007 and incorporated herein by reference.
	5.	Proxy Voting Policy and Procedures adopted by SBAuer Funds, LLC as adviser to the Auer Growth Fund – Filed with Registrant’s registration statement on Form N-1A dated December 21, 2007 and incorporated herein by reference.
	6.	Proxy Voting Policy adopted by Fisher Asset Management, LLC as adviser to the Tactical Multi-Purpose Fund and each of the FI Institutional Group Funds – Filed with Registrant’s registration statement on Form N-1A dated December 27, 2018 and incorporated herein by reference.
	7.	Proxy Voting Policy adopted by Standpoint Asset Management, LLC as adviser to Standpoint Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated October 28, 2019 and incorporated herein by reference.
	8.	Proxy Voting Policy adopted by Absolute Investment Advisers, LLC as adviser to Absolute Select Value ETF, Absolute Capital Opportunities Fund, Absolute Convertible Arbitrage Fund, Absolute CEF Opportunities and Absolute Flexible Fund – Filed with Registrant’s registration statement on Form N-1A dated July 29, 2024 and incorporated herein by reference.
	9.	Proxy Voting Policy adopted by Ballast Asset Management, LP as adviser to the Ballast Small/Mid Cap ETF – Filed with Registrant’s registration statement on Form N-1A dated November 20, 2020 and incorporated herein by reference.

 

	10.	Proxy Voting Policy adopted by OneAscent Investment Solutions, LLC as adviser to OneAscent Large Cap Core ETF, the OneAscent Core Plus Bond ETF, the OneAscent Enhanced Small and Mid Cap ETF, the OneAscent International Equity ETF and the OneAscent Emerging Markets ETF – Filed with Registrant’s registration statement on Form N-1A dated August 22, 2025 and incorporated herein by reference.
	11.	Proxy Voting Policy adopted by Dean Capital Management, LLC as sub-adviser to each of the Dean Funds – Filed with Registrant’s registration statement on Form N-1A dated November 18, 2022 and incorporated herein by reference.
	12.	Proxy Voting Policy adopted by Focus Partners Wealth, LLC as sub-adviser to the Absolute Capital Opportunities Fund – Filed with Registrant’s registration statement on Form N-1A dated March 27, 2026 and incorporated herein by reference.
	13.	Proxy Voting Policy adopted by St. James Investment Company, LLC as sub-adviser to the Absolute Select Value ETF – Filed with Registrant’s registration statement on Form N-1A dated July 27, 2023 and incorporated herein by reference.
	14.	Proxy Voting Policy adopted by Efficient Capital Management, LLC as adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	15.	Proxy Voting Policy adopted by AlphaSimplex Group, LLC as a sub-adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	16.	Proxy Voting Policy adopted by AQR Capital Management, LLC as a sub-adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	17.	Proxy Voting Policy adopted by Aspect Capital Limited as a sub-adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	18.	Proxy Voting Policy adopted by Columbia Management Investment Advisers, LLC as a sub-adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	19.	Proxy Voting Policy adopted by Welton Investment Partners LLC as a sub-adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	20.	Proxy Voting Policy adopted by Winton Capital Management Limited as a sub-adviser to the Efficient Enhanced Multi-Asset Fund – Filed with Registrant’s registration statement on Form N-1A dated July 3, 2024 and incorporated herein by reference.
	21.	Proxy Voting Policy adopted by Quantum Advisors Private Limited as adviser to the Q India Equity Fund – Filed with Registrant’s registration statement on Form N-1A dated October 11, 2024 and incorporated herein by reference.
	22.	Proxy Voting Policy adopted by Loop Capital Asset Management – TCH LLC as adviser to the LCAM Strategic Income Fund and the LCAM Total Return Fund – Filed with Registrant’s registration statement on Form N-1A dated November 10, 2025 and incorporated herein by reference.
Item 29.		Persons Controlled by or Under Common Control with Registrant

 

The Dean Funds’ investment adviser, Dean Investment Associates LLC, is wholly owned and controlled by C.H. Dean, LLC. The C.H. Dean Companies, LLC holds the controlling interest in C.H. Dean, LLC. The Funds’ sub-adviser, Dean Capital Management, LLC, is controlled, by virtue of a 30% ownership in the sub-adviser, by C.H. Dean LLC. As of June 30, 2025, Dennis D. Dean Trust dated 7/25/23 and Terence M. Dean Trust dated 2/24/16 were deemed to control The C.H. Dean Companies, LLC and its wholly owned subsidiary, C.H. Dean, LLC by virtue of their controlling ownership interest in the companies. As of June 30, 2025, The C.H. Dean Companies, LLC owned 1.58%, the Dennis D. Dean Trust owned 1.33% and the Terence M. Dean Trust owned 1.60% of the Dean Mid Cap Fund. Further, as of June 30, 2025, the Dennis D. Dean Trust owned 0.40% and the Terence M. Dean Trust owned 0.34% of the Dean Small Cap Fund. As of June 30, 2025, the Terence M Dean Trust owned 0.76% of the Dean Equity Income Fund. As a result, the Dean Mid Cap Fund, Dean Small Cap Fund, and Dean Equity Income Fund may be deemed to be under common control with its investment adviser and sub-adviser. Each of the above-named companies is organized under the laws of Ohio.

 

Fisher Asset Management, LLC, d/b/a Fisher Investments is a wholly-owned subsidiary of the holding company Fisher Investments, Inc. Mr. Fisher is the founder, Chairman, and Co-Chief Investment Officer of the Adviser, and is the majority shareholder of Fisher Investments, Inc. As such, he controls the Adviser. As of December 28, 2025 the Adviser owned 100% of the shares of the Tactical Multi-Purpose Fund, and it is anticipated that substantially all of the shares of the Fund will be owned either by the Adviser or by clients of the Adviser as to whose accounts the Adviser has discretionary investment and voting authority. As a result, the Tactical Multi-Purpose Fund may be deemed to be under common control with its investment adviser. As of December 28, 2025 the Adviser owned 100% of the shares of the FI Institutional Group Stock Fund for Retirement Plans, the FI Institutional Group ESG Stock Fund for Retirement Plans, the FI Institutional Group Fixed Income Fund for Retirement Plans, the FI Institutional Group ESG Fixed Income Fund for Retirement Plans. As a result, each of these Funds may be deemed to be under common control with its investment adviser. Fisher Asset Management, LLC is organized under the laws of Delaware and Fisher Investments, Inc. is organized under the laws of California.

 

Mr. John H. Crawford, III, Mr. John H. Crawford, IV, and Mr. David B. Crawford each own more than 25% of the Crawford Funds’ investment adviser, Crawford Investment Counsel, Inc. As such, they control the Adviser. As of March 31, 2025, more than 25% of the shares of the Funds were owned either by the Adviser or by clients of the Adviser as to whose accounts the Adviser has discretionary investment and voting authority and it is anticipated that this will be the case in the future. As a result, the Crawford Large Cap Dividend Fund, the Crawford Small Cap Dividend Fund, and the Crawford Multi-Asset Income Fund may be deemed to be under common control with Crawford Investment Counsel, Inc., which is organized under the laws of Georgia.

 

Mr. Robert C. Auer owns 70% of the Auer Growth Fund’s investment adviser, SBAuer Funds, LLC, and, as of February 28, 2026, owned 8.69% of Auer Growth Fund (the “Auer Fund”). As a result, the Auer Fund may be deemed to be under common control with SBAuer Funds, LLC, which is organized under the laws of Indiana.

 

Item 30.

Indemnification.

 

Article VI, Section 6.4 of the Declaration of Trust of Unified Series Trust, an Ohio business trust, provides that: 

 

Indemnification of Trustees, Officers, etc. Subject to and except as otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act, the Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

 

The Distribution Agreement with Ultimus Fund Distributors, LLC provides that the Trust, on behalf of each Fund, agrees to indemnify and hold harmless Distributor and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of Distributor against any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with the matters to which the Agreement relates, except a loss resulting from the failure of Distributor or any such other person to comply with applicable law or the terms of this Agreement, or from willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of any of such persons in the performance of Distributor’s duties or from the reckless disregard by any of such persons of Distributor’s obligations and duties under this Agreement, for all of which exceptions Distributor shall be liable to the Trust.

 

The Distribution Agreement with Ultimus Fund Distributors, LLC further provides that the Distributor agrees to indemnify and hold harmless the Trust and each person who has been, is, or may hereafter be a Trustee, officer, employee, shareholder or control person of the Trust against any loss, damage or expense (including the reasonable costs of investigation and reasonable attorneys’ fees) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Distributor or any agent or employee of Distributor or any other person for whose acts Distributor is responsible, unless such statement or omission was made in reliance upon written information furnished by the Trust; (ii) Distributor’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; and (iii) Distributor’s failure to comply with applicable laws and the Rules of FINRA.

 

The Distribution Agreement with Northern Lights Distributors, LLC provides that the Trust agrees to indemnify and hold harmless the Distributor and each of its managers and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any

alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares or Creation Units, based upon (i) the ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading, (ii) the Trust’s failure to maintain an effective registration statement and prospectus with respect to Shares of the Fund that are the subject of the claim or demand, (iii) the Trust’s failure to properly register Fund Shares under applicable state laws, (iv) instructions given by the Trust, the Trust’s failure to perform its duties hereunder or any inaccuracy of its representations, (v) any claim brought under Section 11 of the 1933 Act, or (vi) all actions taken by Distributor hereunder resulting from Distributor’s reliance on instructions received from an officer, agent or approved service provider of the Trust.

 

The Distribution Agreement with Northern Lights Distributors, LLC further provides that the Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees and disbursements incurred in connection therewith) arising out of or based upon any Disqualifying Conduct by Distributor in connection with the offering and sale of any Shares. 

 

The Registrant may maintain a standard trustees and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its trustees and officers, and may cover the advisers and their affiliates, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

 

Item 31.

Business and Other Connections of the Investment Advisers.

 

	1.	Crawford Investment Counsel, Inc. (“Crawford”) serves as the investment adviser for the Crawford Large Cap Dividend Fund, the Crawford Small Cap Dividend Fund, and Crawford Multi-Asset Income Fund, each a series of the Trust. John H. Crawford III serves as Founder, Chief Investment Officer and Portfolio Manager of Crawford. Further information about Crawford can be obtained from the Form ADV Part 1 available on the Investment Adviser Public Disclosure website (“IAPD”).
	2.	Dean Investment Associates, LLC (“Dean”), serves as investment adviser to the Dean Funds. Stephen M. Miller serves as President and Chief Operating Officer of Dean, and each of Debra E. Rindler and Pamela Miller are executive officers. Further information about Dean can be obtained from its Form ADV Part 1 available on the IAPD.
	3.	Dean Capital Management, LLC (“DCM”), serves as sub-adviser to the Dean Funds. Douglas Leach, Steven Roth and Kevin Laub serve as portfolio managers and are owners and members of Dean Capital Management, LLC. Further information about DCM can be obtained from its Form ADV Part 1 available on the IAPD.
	4.	Channel Investment Partners LLC (“Channel”) serves as the investment adviser to the Channel Income Fund. Mr. Matthew Duch is the sole owner, Managing Member, President, Chief Investment Officer and Chief Compliance Officer of Channel. Further information about Channel can be obtained from the Form ADV Part 1 available on the IAPD.
	5.	SBAuer Funds, LLC (“SBA”) serves as investment adviser to the Auer Growth Fund. Mr. Ronald Brock is an executive officer of SBA. Mr. Robert Auer and Sheaff Brock Capital Management, LLC are owners of SBA. Mr. David Gilreath and Mr. Ronald Brock are members of Sheaff Brock Investment Advisors, LLC (“Sheaff Brock”). Further information about SBA and Sheaff Brock can be obtained from their respective Forms ADV Part 1 available on the IAPD.
	6.	Fisher Asset Management, LLC d/b/a Fisher Investments, the adviser to the Tactical Multi-Purpose Fund and each of the FI Institutional Group Funds, provides investment advisory services for large corporations, pension plans, endowments, foundations, governmental agencies and individuals. To the knowledge of Registrant, none of the directors or officers of Fisher Investments is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature. Further information about Fisher Asset Management can be obtained from its Form ADV Part 1 available on the IAPD.
	7.	Standpoint Asset Management, LLC (“Standpoint”) serves as the adviser to the Standpoint Multi-Asset Fund. Standpoint Group, LLC is the majority owner of Standpoint. Eric Crittenden, William Bologna, Courtney Stover, Shawn Serikov, and Matthew Kaplan, who are operators and employees of Standpoint, own Standpoint Group, LLC. Further information about Standpoint can be obtained from its Form ADV Part 1 available on the IAPD.
	8.	Absolute Investment Advisers LLC (“Absolute”) serves as the adviser to the Absolute Select Value ETF, the Absolute Capital Opportunities Fund, the Absolute Convertible Arbitrage Fund, the Absolute Flexible Fund, and Absolute CEF Opportunities. Absolute is owned and controlled by James Compson and Brian Hlidek, who are employees of Absolute. Further information about Absolute can be obtained from its Form ADV Part 1 available on the IAPD.

 

	9.	St. James Investment Company, LLC (“St. James”) serves as the subadviser to the Absolute Select Value ETF. St. James is owned and controlled by Robert Mark through Sibelius Holdings, LLC of which he is the sole controlling member, and Larry Redell. Further information about St. James can be obtained from its Form ADV Part 1 available on the IAPD.
	10.	Ballast Asset Management, LP (“Ballast”) serves as the adviser to the Ballast Small/Mid Cap ETF. Ballast is owned and controlled by Inverdale Capital Management, LLC, which is owned and controlled by Ryan Martin and William Hardy. Further information about Ballast can be obtained from its Form ADV Part 1 available on the IAPD.
	11.	OneAscent Investment Solutions, LLC (“OAIS”) serves as the adviser to the OneAscent Large Cap Core ETF, the OneAscent Core Plus Bond ETF, the OneAscent Enhanced Small and Mid Cap ETF, the OneAscent International Equity ETF and the OneAscent Emerging Markets ETF. OAIS is owned and controlled by OneAscent Holdings, LLC (“OAH”). Harry N. Pearson is the majority owner of OAH. Further information about OAIS can be obtained from its Form ADV Part 1 available on the IAPD.
	12.	Teachers Advisors, LLC (“TAL”) serves as the subadviser to the OneAscent Core Plus Bond ETF. TAL is owned and controlled by Nuveen Finance, LLC which is a subsidiary of Nuveen, LLC (“Nuveen”).  Nuveen is a subsidiary, and represents the asset management division, of Teachers Insurance and Annuity Association of America (“TIAA”).  TIAA is the ultimate principal owner of TA. Further information about TAL can be obtained from its Form ADV Part 1 available on the IAPD.
	13.	Focus Partners Wealth, LLC (“Focus”) serves as the subadviser to the Absolute Capital Opportunities Fund. Focus is owned and controlled by Focus Operating, LLC which is owned and controlled by Focus Financial Partners, LLC, which is owned and controlled by Focus Financial Partners Inc. Further information about Focus can be obtained from its Form ADV Part 1 available on the IAPD.
	14.	Efficient Capital Management LLC (“Efficient”) serves as the adviser to the Efficient Enhanced Multi-Asset Fund.  Efficient is owned and controlled by Efficient Capital Holdings, LLC (“ECH”).  ECH is owned and controlled by Jaffarian Management Company, LLC, which is in turn controlled by Ernest Lee Jaffarian, and Trula Madsen Jaffarian.  Further information about Efficient can be obtained from its Form ADV Part 1 available on the IAPD.
	15.	AlphaSimplex Group, LLC (“AlphaSimplex”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  AlphaSimplex is owned and controlled by Virtus Partners, Inc. (“VPI”).  VPI is owned and controlled by Virtus Investment Partners, Inc.  Further information about AlphaSimplex can be obtained from its Form ADV Part 1 available on the IAPD.
	16.	AQR Capital Management, LLC (“AQR”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  AQR is owned and controlled by AQR Capital Management Holdings, LLC (“AQR Holdings”). AQR Holdings is owned by AQR Capital Management Group, L.P. (“AQR Group”) and Topspin Acquisition, LLC, and is controlled by AQR Group.  AQR Group is controlled directly and indirectly by Clifford Scott Asness.  Further information about AQR can be obtained from its Form ADV Part 1 available on the IAPD.
	17.	Aspect Capital Limited (“Aspect”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  Anthony Todd James owns a controlling interest in Aspect.  Further information about Aspect can be obtained from its Form ADV Part 1 available on the IAPD.
	18.	Columbia Management Investment Advisers, LLC (“CMIA”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  CMIA is owned and controlled by Ameriprise Financial, Inc., a publicly traded company.  Further information about CMIA can be obtained from its Form ADV Part 1 available on the IAPD.
	19.	Crabel Capital Management, LLC (“Crabel”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  Crabel Investments Group, LLC (“CIG”) owns a controlling interest in Crabel. CIG is owned and controlled by Crabel Holdings LLC which is in turn owned and controlled by William Harrison Crabel.  Further information about Crabel can be obtained from its Form ADV Part 1 available on the IAPD.
	20.	Welton Investment Partners LLC (“Welton”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  Welton Investment Corporation (“WIC”) owns a controlling interest in Welton.  WIC is owned and controlled by The Welton Family Trust Dated January 28, 1992.  Further information about Welton can be obtained from its Form ADV Part 1 available on the IAPD.
	21.	Winton Capital Management Limited (“Winton”) serves as a subadviser to the Efficient Enhanced Multi-Asset Fund.  Winton Group Limited (“WGL”) owns a controlling interest in Winton.  WGL is owned and controlled by David Winton Harding.  Further information about Winton can be obtained from its Form ADV Part 1 available on the IAPD.

 

	22.	Quantum Advisors Private Limited (“Quantum”) serves as the adviser to the Q India Equity Fund.  Quantum is owned and controlled by HWIC Asia Fund Class Q Shares (“HWC Asia”) and Ajit Dayal.  HWC Asia is owned and controlled by United States Fire Insurance Company, which is in turn controlled by Crum & Forster Holdings Corp. Further information about Quantum can be obtained from its Form ADV Part 1 available on the IAPD.
	23.	Loop Capital Asset Management – TCH LLC (“LCAM”) serves as the adviser to the LCAM Strategic Income Fund and the LCAM Total Return Fund.  LCAM is owned and controlled by Loop Capital Asset Management LLC.  Loop Capital Asset Management LLC is owned and controlled by Loop Capital LLC, which is in turn controlled by Loop Capital Holdings LLC, which is in turn owned and controlled by James Reynolds. Further information about LCAM can be obtained from its Form ADV Part 1 available on the IAPD.

 

Item 32.

Principal Underwriters.

 

1.

(a)

Ultimus Fund Distributors, LLC is the principal underwriter for some series of the Trust. Ultimus Fund Distributors, LLC serves as a principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

   

Axxes Private Markets Fund Axxes Opportunistic Credit Fund Beacon Pointe Multi-Alternative Fund Booster Income Opportunities Fund Bruce Fund, Inc. CM Advisors Family of Funds Caldwell & Orkin Funds, Inc. Cantor Select Portfolios Trust Cantor Fitzgerald Infrastructure Fund Capitol Series Trust CAZ Strategic Opportunities Fund Centaur Mutual Funds Trust Chesapeake Investment Trust Commonwealth International Series Trust Conestoga Funds Connors Funds Cyber Hornet Trust Dynamic Alternatives Fund Eubel Brady & Suttman Mutual Fund Trust Exchange Place Advisors Trust Fairway Private Equity & Venture Capital Opportunities Fund Fairway Private Markets Fund Flat Rock Enhanced Income Fund Flat Rock Core Income Fund Flat Rock Opportunity Fund HC Capital Trust Hussman Investment TrustJames Advantage Funds Johnson Mutual FundsLind Capital Partners Municipal Credit Income Fund MidBridge Private Markets Fund MSS Series Trust

New Age Alpha Funds Trust New Age Alpha Variable Funds Trust Oak Associates Funds OneAscent Capital Opportunities Fund OneFund Trust Papp Investment Trust Peachtree Alternative Strategies Fund PennantPark Investment Advisers Plumb Funds Prospect Enhanced Yield Fund Private Debt & Income Fund RM Opportunity Trust Sardis Credit Opportunities Fund Schwartz Investment Trust Segall Bryant & Hamill Trust The Cutler Trust The Investment House Funds Ultimus Managers Trust Unified Series Trust Valued Advisers Trust VELA Funds Volumetric Fund Waycross Independent Trust WesMark Funds Williamsburg Investment Trust XD Fund Trust Yorktown Funds 83 Investment Group Income Fund

 

(b)

The officers of Ultimus Fund Distributors, LLC are as follows:

 

Name	Position with Distributor	Position with Registrant
Kevin M. Guerette	President	None
Douglas K. Jones	Vice President	None
Stephen L. Preston	Vice President, Chief Compliance Officer, Financial Operations Principal and AML Compliance Officer	None
Melvin Van Cleave	Chief Information Securities Officer	None

 

The address of the Distributor and each of the above-named persons is 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

 

 

(c)

Not applicable.

 

2.

(a)

Northern Lights Distributors, LLC is the principal underwriter for some series of the Trust. Northern Lights Distributors serves as a principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: Atlas U.S. Tactical Income Fund, Inc., Atlas U.S. Government Money Market Fund, Inc., Boyar Value Fund Inc., Copeland Trust, DGI Investment Trust, Grandeur Peak Global Trust, Miller Investment Trust, Mutual Fund and Variable Insurance Trust, Mutual Fund Series Trust, North Country Funds, Northern Lights Fund Trust, Northern Lights Fund Trust II, Northern Lights Fund Trust III, Northern Lights Fund Trust IV, Northern Lights Variable Trust, OCM Mutual Fund, CIM Real Assets & Credit Fund, Princeton Everest Fund, US Treasury Fund, Segall Bryant & Hamill Trust (ETF), The Saratoga Advantage Trust, Texas Capital Funds Trust, THOR Financial Technologies Trust, Tributary Funds, Inc., Two Roads Shared Trust, Zacks Trust, Ultimus Manager’s Trust (ETF), Capitol Series Trust (ETF), Valued Advisers Trust (ETF), and Unified Series Trust (ETF).

 

(b)

The officers of Northern Lights Distributors, LLC are as follows:

 

Name	Position with Distributor	Position with Registrant
Kevin Guerette	President	None
Bill Strait	Secretary, General Counsel, and Manager	None
Stephen Preston	Treasurer, FINOP, CCO and AML Officer	None
David James	Manager	None
Melvin Van Cleave	Chief Information Securities Officer	None

 

The address of the Distributor and each of the above-named persons is 4221 North 203^rd Street, Suite 100, Elkhorn, NE 68022-3474.

 

(c)

Not applicable.

 

Item 33.

Location of Accounts and Records.

 

Ultimus Fund Solutions, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

Brown Brothers Harriman & Co.

50 Post Office Square

Boston, MA 02110 

 

Will maintain physical possession of the accounts, books, and other documents required to be maintained by Rule 31a-(b)(1), 31a-1(b) (2), and 31a-1(b)(4) through 31a-1(b)(11). 

 

Argent Institutional Trust Company

4343 Eastern Commons, Suite 120

Columbus, OH 43219

 

U.S. Bank, National Association

1555 N. Rivercenter Drive

Milwaukee, WI 53212

 

Brown Brothers Harriman & Co.

50 Post Office Square

Boston, MA 02110

 

Fifth Third Bank, National Association

38 Fountain Square Plaza

Cincinnati, Ohio 45263

 

Will maintain physical possession of accounts, books, and other documents required to be maintained by Rule 31(b)(3) for each separate series for which the entity acts as custodian.

 

Ultimus Fund Distributors, LLC

225 Pictoria Drive, Suite 450

Cincinnati, OH 45246

 

Northern Lights Distributors, LLC

4221 North 203^rd Street, Suite 100

Elkhorn, NE 68022 

 

Will maintain physical possession of the accounts, books, and other documents required to be maintained by a principal underwriter by Rule 31a-1(d) for each separate series for which the entity acts as principal underwriter.

 

SBAuer Funds, LLC
580 E Carmel Dr, Ste 350

Carmel, IN 46032

 

Crawford Investment Counsel, Inc.
600 Galleria Parkway SE

Suite 1650

Atlanta, GA 30339

 

Dean Investment Associates, LLC
3500 Pentagon Blvd., Suite 200

Beavercreek, OH 45431

 

Dean Capital Management, LLC
7400 West 130th Street, Suite 350
Overland Park, KS 66213 

 

Channel Investment Partners LLC

3101 Wilson Blvd., Ste 500

Arlington, VA 22201 

 

Fisher Asset Management, LLC

6504 International Pkwy, Suite 1200

Plano, TX 75093

 

Standpoint Asset Management, LLC

8777 N. Gainey Center Drive, Suite 200

Scottsdale, AZ 85258

 

Absolute Investment Advisers LLC

82 S. Barrett Square, Unit 2G

Rosemary Beach, FL 32461

 

Focus Partners Wealth, LLC

190 Carondelet Plaza, Suite 600

St. Louis, MO 63105

 

St. James Investment Company, LLC

535 S. Kimball Avenue, Suite 140

Southlake, TX 76092

 

Ballast Asset Management, LP

3879 Maple Avenue, Suite 300

Dallas, TX 75201

 

OneAscent Investment Solutions, LLC

23 Inverness Center Parkway

Birmingham, AL 35242

 

Teachers Advisors, LLC

730 Third Avenue

New York, NY 10017

 

Efficient Capital Management LLC

4355 Weaver Parkway, Suite 200

Warrenville, IL 60555

 

AlphaSimplex Group, LLC

200 State Street

Boston, MA 02109

 

AQR Capital Management, LLC

One Greenwich Plaza, Suite 130

3^rd Floor

Greenwich, CT 06830

 

Aspect Capital Limited

10 Portman Square

London

United KingdomW1H 6AZ

 

Columbia Management Investment Advisers, LLC

290 Congress Street

Boston, MA 02210

 

Crabel Capital Management, LLC

1999 Avenue of the Stars, Suite 2550

Los Angeles, CA 90067

 

Welton Investment Partners LLC

Eastwood Building

San Carlos Between 5^th and 6^th

Carmel, CA 93921

 

Winton Capital Management Ltd.

1 Hooper’s Court

Knightsbridge, London

United Kingdom SW3 1AF

 

Quantum Advisors Private Limited

1st Floor, Apeejay House,

3 Dinshaw Vachha Road, Backbay Reclamation,

Churchgate, Mumbai, India 400020

 

Loop Capital Asset Management - TCH, LLC

1001 Brickell Bay Drive, Suite 2100

Miami, FL 33131

 

Each adviser (or sub-adviser) will maintain physical possession of the accounts, books and other documents required to be maintained by Rule 31a-1(f) at the address listed above for each separate series of the Trust that the adviser manages.

 

Item 34.

Management Services - None.

 

Item 35.

Undertakings

 

Registrant hereby undertakes, if requested by the holders of at least 10% of the Registrant’s outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a trustee(s) and to assist in communications with other shareholders in accordance with Section 16(c) of the Securities Exchange Act of 1934, as though Section 16(c) applied.

 

Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of its latest annual report to shareholders, upon request and without charge.

 

Registrant hereby undertakes to carry out all indemnification provisions of its Declaration of Trust in accordance with Investment Company Act Release No. 11330 (Sept. 4, 1980) and successor releases. 

 

Insofar as indemnifications for liability arising under the Securities Act of 1933, as amended (“1933 Act”), may be permitted to trustees, officers and controlling person of the Registrant pursuant to the provision under Item 30 herein, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and 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 a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities 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 1933 Act and will be governed by the final adjudication.  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirement for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Cincinnati and the State of Ohio on April 29, 2026.

	UNIFIED SERIES TRUST
	By:	Martin R. Dean*
		Martin R. Dean, President

 

Attest:

 

By:	Zachary Richmond*
	Zachary Richmond, Treasurer and Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature		Title	Date
David R. Carson**		Interested Trustee	April 29, 2026
David R. Carson
Martin R. Dean*		President	April 29, 2026
Martin R. Dean
Zachary Richmond*		Treasurer and CFO	April 29, 2026
Zachary Richmond
Daniel Condon**		Trustee	April 29, 2026
Daniel Condon
Ronald Tritschler**		Trustee	April 29, 2026
Ronald Tritschler
Kenneth Grant**		Trustee	April 29, 2026
Kenneth Grant
Catharine B. McGauley**		Trustee	April 29, 2026
Catharine B. McGauley
Freddie Jacobs, Jr.**		Trustee	April 29, 2026
Freddie Jacobs, Jr.
/s/ Jennifer L. Merchant
Jennifer L. Merchant, Attorney in Fact

 

*	Signed pursuant to a Power of Attorney dated February 24, 2026 and filed with Registrant’s registration statement on Form N-1A dated February 26, 2026 and incorporated herein by reference.
**	Signed pursuant to a Power of Attorney dated February 24, 2026 and filed with Registrant’s registration statement on Form N-1A dated February 26, 2026 and incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit Number	Description
EX.28.d.13.b	Second Amended and Restated Operating Expense Limitation Agreement with Quantum Advisors Private Limited with regard to the Q India Equity Fund
EX.99.i.	Legal Consent
EX.99.j.	Consent of Independent Registered Public Accounting Firm

ATTACHMENTS / EXHIBITS

ex99d13b.htm

ex99i.htm

ex99j.htm

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XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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