497K 1 kellner_497k.htm SUMMARY PROSPECTUS kellner_497k.htm

 
 
Kellner Long/Short Fund
Summary Prospectus
December 31, 2013
 
  Class A KLSAX  
  Institutional Class KLSIX  
 
Before you invest, you may want to review the Kellner Long/Short Fund’s (the “Fund”) prospectus, which contains more information about the Fund and its risks.  The current statutory prospectus and statement of additional information dated December 31, 2013, are incorporated by reference into this Summary Prospectus.  You can find the Fund’s prospectus and other information about the Fund online at http://www.kellnerfunds.com/documents.html.  You can also get this information at no cost by calling 855-KELLNER (855-535-5637) or by sending an e-mail request to info@kellnerfunds.com.

Investment Objective
The Kellner Long/Short Fund (the “Fund”) seeks long-term capital appreciation in all market environments.

Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund’s Class A shares.  More information about these and other discounts is available from your financial professional and in the “More About Class A Shares” section on page 16 of the Fund’s statutory Prospectus and the “Breakpoints/Volume Discounts and Sales Charge Waivers” section on page 36 of the Fund’s Statement of Additional Information (“SAI”).
 
Shareholder Fees (fees paid directly from your investment)
Class A
Institutional
Class
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees
1.85%
1.85%
Distribution and Service (Rule 12b-1) Fees
0.25%
None
Other Expenses (includes Interest Expense and Dividends on Securities Sold Short)(1)
1.43%
1.43%
Interest Expense and Dividends on Securities Sold Short
0.49%
0.49%
Acquired Fund Fees and Expenses
0.05%
0.05%
Total Annual Fund Operating Expenses
3.58%
3.33%
Less: Fee Waiver and Expense Reimbursement(2)
-0.80%
-0.80%
Net Annual Fund Operating Expenses
2.78%
2.53%
 
(1)  
Other Expenses and Acquired Fund Fees and Expenses (“AFFE”) are based on estimated amounts for the current fiscal year.
(2)  
Kellner Management, L.P. (the “Advisor”) has contractually agreed to waive a portion or all of its management fees and pay Fund expenses (excluding AFFE, taxes, interest expense, dividends on securities sold short and extraordinary expenses) in order to limit Net Annual Fund Operating Expenses to 2.24% and 1.99% of average daily net assets of the Fund’s Class A and Institutional Class shares, respectively (the “Expense Caps”).  The Expense Caps will remain in effect through at least April 29, 2015, and may be terminated only by the Trust’s Board of Trustees (the “Board”).  The Advisor may request recoupment of previously waived fees and paid expenses from the Fund for three years from the date they were waived or paid, subject to the Expense Caps.
 
 
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Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the Expense Caps only in the first year).  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
 
1 Year
3 Years
Class A
$840
$1,540
Institutional Class
$256
$950

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 Example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

Principal Investment Strategies of the Fund
The Fund will employ a fundamentally-driven, bottom-up, opportunistic long/short equity strategy to attempt to achieve capital appreciation and manage risk by purchasing stocks believed by the Advisor to be undervalued and selling short stocks believed by the Advisor to be overvalued.  While the Fund will invest primarily in domestic and foreign (including those from emerging markets) equity securities, its portfolio may also include derivatives, such as swaps, equity options, futures, and forwards, as well as exchange-traded funds (“ETFs”), mutual funds and fixed income securities for both capital appreciation and hedging purposes.  The Fund will vary its net long/short exposure according to market conditions in order to moderate risk and will use leverage in order to maximize returns from security selection.  The Fund will invest without regard to market capitalization or style so that, at any given time, it may own or be short small-cap or large-cap stocks and growth or value stocks.  The Advisor will perform qualitative fundamental and quantitative financial analysis in evaluating investment opportunities for the Fund.  The Fund will initiate long and short positions which the Advisor believes to be trading below (long positions) or above (short positions) the Advisor’s estimate of intrinsic value relative to a company’s future earnings power, asset value or historical valuation.  The research process includes analyzing the financial statements, customers, suppliers, industry trends, end markets, management and various macro-economic inputs relating to a potential investment opportunity, as well as gauging current expectations of the investment community.  The Advisor will use short positions and related derivatives for both capital appreciation as well as hedging purposes and expects to vary its net long/short exposure depending on market conditions.  The Fund’s portfolio will generally be long, but the Fund may sell securities short with respect to up to 100% of its net assets.

The types of equity securities in which the Fund will invest include common stocks, preferred stocks, convertible securities, and depositary receipts, all of which may be of any size market capitalization.  The Fund may also invest in fixed income securities without regard to maturity or duration, including U.S. Government obligations and high yield (“junk”) bonds.  High yield bonds are securities rated below investment grade by Moody’s Investors Service, Inc. (“Moody’s”), or equivalently rated by Standard & Poor’s Rating Services (“S&P”) or Fitch, Inc. (“Fitch”), or, if unrated, determined by the Advisor to be of comparable quality.

The Fund may also invest in initial public offerings (“IPOs”), rights, warrants, real estate investment trusts (“REITs”), limited partnerships (“LPs”), and master limited partnerships (“MLPs”) (limited partnerships in which the ownership units are publicly traded) of any size market capitalization.

In pursuing its strategy, the Advisor will employ investment techniques that involve leverage, such as short selling and borrowing against a line of credit for investment purposes.  The Fund may enter into equity swap agreements for the purpose of attempting to obtain a desired return on, or exposure to, certain equity securities or equity indices in an expedited manner or at a lower cost to the Fund than if the Fund had invested directly in such securities.  The Fund may employ these investment techniques without limit, subject to the Investment Company Act of 1940, as amended (the “1940 Act”).
 
Decisions to sell a security are driven by a number of factors, including the price of a security relative to its price target or estimate of intrinsic value, changes in the fundamental outlook for the company or industry and changes in the overall macroeconomic and equity market outlook.  The Advisor may also sell securities to rebalance the overall portfolio or meet redemption requests.  The Advisor expects that the Fund’s active or frequent trading of portfolio securities may result in a portfolio turnover rate in excess of 100% on an annual basis.
 
 
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The Fund is “non-diversified”, which means that it can invest a greater percentage of its assets in any one issuer than a diversified fund.  Investing in fewer issuers makes a fund more susceptible to financial, economic or market events impacting such issuers and may cause the Fund’s share price to be more volatile than the share price of a diversified fund.

Principal Risks of Investing in the Fund
Like all mutual funds, losing all or a portion of the money you invested is a risk of investing in the Fund.  The following additional risks could affect the value of your investment:

·  
Management Risk.  The Fund is subject to management risk because it is an actively managed portfolio.  The Advisor’s management practices and investment strategies might not produce the desired results.  The Advisor may be incorrect in its assessment of a stock’s appreciation/depreciation potential.
 
·  
Market Risk. The prices of the securities in which the Fund invests may decline for a number of reasons.  These reasons may include changing economic circumstances and/or perceptions about the creditworthiness of individual issuers.
 
·  
Equity Risk.  The risks that could affect the value of the Fund’s shares and the total return on your investment include the possibility that the equity securities held by the Fund will experience sudden, unpredictable drops in value or long periods of decline in value.
 
·  
Foreign and Emerging Market Securities Risk.  The risks of investing in the securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in securities regulation and trading, and foreign taxation issues.  These risks are greater in emerging markets.
 
·  
Short Sales Risk.  A short sale is the sale by the Fund of a security which it does not own in anticipation of purchasing the same security in the future at a lower price to close the short position.  A short sale will be successful if the price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss. The risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions.
 
·
Growth Style Investment Risk.  Growth stocks can perform differently from the market as a whole and from other types of stocks.  While growth stocks may react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks by rising or falling in price in certain environments, growth stocks also tend to be sensitive to changes in the earnings of their underlying companies and more volatile than other types of stocks, particularly over the short term.
 
·  
Value Style Investment Risk.  Value stocks can perform differently from the market as a whole and from other types of stocks.  Value stocks may be purchased based upon the belief that a given security may be out of favor; that belief may be misplaced or the security may stay out of favor for an extended period of time.
 
·  
Leverage Risk.  Leverage is investment exposure which exceeds the initial amount invested.  Leverage can cause the portfolio to lose more than the principal amount invested.  Leverage can magnify the portfolio’s gains and losses and therefore increase its volatility.
 
·  
Small- and Medium-Sized Company Risk.  Small- and medium-sized companies often have less predictable earnings, more limited product lines, markets, distribution channels or financial resources and the management of such companies may be dependent upon one or few key people.  The market movements of equity securities of small- and medium-sized companies may be more abrupt and volatile than the market movements of equity securities of larger, more established companies or the stock market in general and small-sized companies in particular, are generally less liquid than the equity securities of larger companies.
 
·  
Non-Diversification Risk.  The Fund is non-diversified under the 1940 Act.  To the extent that the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities become permanently impaired.
 
 
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·  
Derivatives Risk.  The Fund’s use of derivatives (which may include options and swaps) may reduce the Fund’s returns and/or increase volatility.  A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets.
 
·  
Investment Company Risk.  When the Fund invests in an ETF or mutual fund, it will bear additional expenses based on its pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees.  The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds.  The Fund also will incur brokerage costs when it purchases ETFs.
 
·  
Fixed Income Securities Risk.  The following risks are associated with the Fund’s investment in fixed income securities.
 
o     
Prepayment and Extension Risk. The risk that the securities may be paid off earlier or later than expected.  Either situation could cause securities to pay lower-than-market rates of interest, which could hurt the Fund’s yield or share price.
 
o     
Interest Rate Risk.  Interest rate risk refers to the risk that bond prices generally fall as interest rates risk; conversely, bond prices generally rise as interest rates fall.
 
o     
Credit Risk.  Credit risk is the risk of loss on an investment due to the deterioration of an issuer’s financial health.  Such a deterioration of financial health may result in a reduction of the credit rating of the issuer’s securities and may lead to the issuer’s inability to honor its contractual obligations including making timely payment of interest and principal.
 
o     
High-Yield Securities Risk.  Fixed income securities that are rated below investment grade (i.e., “junk bonds”) are subject to additional risk factors due to the speculative nature of these securities, such as increased possibility of default liquidation of the security, and changes in value based on public perception of the issuer.
 
·  
U.S. Government Obligations Risk.  If a government-sponsored entity is unable to meet its obligations, the performance of the Fund that holds securities of the entity will be adversely impacted.  U.S. Government obligations are viewed as having minimal or no credit risk but are still subject to interest rate risk.
 
·  
Rights and Warrants Risk.  The Fund may purchase rights and warrants to purchase equity securities. Investments in rights and warrants are pure speculation in that they have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. They do not represent ownership of the securities, but only the right to buy them. The prices of rights (if traded independently) and warrants do not necessarily move parallel to the prices of the underlying securities. Rights and warrants involve the risk that the Fund could lose the purchase value of the warrant if the warrant is not exercised prior to its expiration. They also involve the risk that the effective price paid for the warrant added to the subscription price of the related security may be greater than the value of the subscribed security’s market price.
 
·  
Initial Public Offering Risk.  The Fund may purchase securities of companies that are offered pursuant to an IPO.  The risk exists that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading, and limited information about the issuer.  The purchase of IPO shares may involve high transaction costs.  IPO shares are subject to market risk and liquidity risk.
 
·  
REIT Securities Risk.  Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general, as well as tax compliance risks, and may involve duplication of management fees and other expenses.  REITs may be less diversified than other pools of securities, may have lower trading volumes, and may be subject to more abrupt or erratic price movements than the overall securities markets.
 
·  
Limited Partnership and MLP Risk.  Investments in securities (units) of partnerships, including MLPs, involve risks that differ from an investment in common stock.  Investments in these vehicles, such as limited partnerships and MLPs, may be illiquid.  Such partnership investments may also not provide daily pricing information to their investors, which will require the Fund to employ fair value procedures to value its holdings in such investments.
 
 
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·  
Convertible Bond Risk.  Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and are therefore subject to both debt security risks and equity risk.  Convertible bonds are subject to equity risk especially when their conversion value is greater than the interest and principal value of the bond.  The prices of equity securities may rise or fall because of economic or political changes and may decline over short or extended periods of time.
 
·  
Options Risk. Writing call options is a highly specialized activity and entails greater than ordinary investment risks.  By writing (or selling) a call option, the Fund loses the potential for gain on the underlying security above the exercise price.  If the call option is exercised, the Fund misses out on any gain from an increase in the market price over the exercise price.
 
·  
Portfolio Turnover Risk.  A high portfolio turnover rate (100% or more) has the potential to result in the realization and distribution to shareholders of higher capital gains, which may subject you to a higher tax liability.
 
·  
New Fund Risk. The Fund is new with no operating history and there can be no assurance that the Fund will grow to or maintain an economically viable size, in which case the Board may determine to liquidate the Fund.
 
Performance
When the Fund has been in operation for a full calendar year, performance information will be shown here.  Updated performance information is available on the Fund’s website at www.kellnerfunds.com or by calling the Fund toll-free at 855-KELLNER (855-535-5637).

Management
Investment Advisor: Kellner Management, L.P. (“Kellner”) is the investment advisor of the Fund.

Portfolio Managers:  George A. Kellner (Founder & Chief Executive Officer) and Gregory Rice (Portfolio Manager) are the portfolio managers primarily responsible for the day-to-day management of the Fund and have each managed the Fund since its inception in 2013.

Purchase and Sale of Fund Shares
You may purchase, redeem or exchange Fund shares on any business day by written request via mail (Kellner Long/Short Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701), by telephone at 855-KELLNER (855-535-5637) or through a financial intermediary.  You may also purchase or redeem Fund shares by wire transfer.  Investors who wish to purchase, redeem or exchange Fund shares through a financial intermediary should contact the financial intermediary directly.  The minimum initial and subsequent investment amounts are shown below.
 
Type of Account
To Open Your Account
To Add to Your Account
Class A
   
Regular
$2,000
$100
Automatic Investment Plan
$100
$100
Retirement and Coverdell Accounts
$2,000
$100
     
Institutional Class
   
Regular
$100,000
$100
Automatic Investment Plan
$100,000
$100
Retirement and Coverdell Accounts
$100,000
$100

Tax Information
The Fund’s distributions are taxable, and will be taxed as ordinary income or capital gains, unless you invest through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account (“IRA”).  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank or financial adviser), the Fund and/or the Advisor may pay the intermediary for the sale of Fund shares and related services.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.
 
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