497 1 d683054d497.htm 497 497

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JOHCM EMERGING MARKETS

OPPORTUNITIES FUND

Institutional Shares (Ticker: JOEMX)

Class I Shares (Ticker: JOEIX)

Class II Shares (Ticker: JOEAX)

JOHCM GLOBAL EQUITY FUND

Institutional Shares (Ticker: JOGIX)

Class I Shares (Ticker: JOGEX)

Class II Shares (Ticker: JOGAX) (Not currently offered)

JOHCM INTERNATIONAL SELECT FUND

Class I Shares (Ticker: JOHIX)

Class II Shares (Ticker: JOHAX)

JOHCM INTERNATIONAL SMALL CAP EQUITY FUND

Institutional Shares (Ticker: JOSMX)

Class I Shares (Ticker: JOISX)

Class II Shares (Ticker: JOSAX)

JOHCM ASIA EX-JAPAN EQUITY FUND

Institutional Shares (Ticker: JOAMX)

Class I Shares (Ticker: JOAIX)

Class II Shares (Ticker: JOAAX)

JOHCM EMERGING MARKETS SMALL MID

CAP EQUITY FUND

Institutional Shares (Ticker: JOMMX)

Class I Shares (Ticker: JOMEX)

Class II Shares (Not currently offered)

Class III Shares (Not currently offered)

JOHCM US SMALL MID CAP EQUITY FUND

Institutional Shares (Ticker: JODMX)

Class I Shares (Ticker: JODIX)

Class II Shares (Not currently offered)

Class III Shares (Not currently offered)

JOHCM INTERNATIONAL OPPORTUNITIES FUND

Institutional Shares (Ticker: JOPSX)

Class I Shares (Not currently offered)

Class II Shares (Not currently offered)

JOHCM GLOBAL INCOME BUILDER FUND

Institutional Shares (Ticker: JOBIX)

Class I Shares (Ticker: JOFIX)

Class II Shares (Not currently offered)

 

 

PROSPECTUS DATED JANUARY 28, 2019

 

 

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Beginning on January 28, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling toll-free 866-260-9549 or 312-557-5913. If you own your shares through a financial intermediary, you may contact your financial intermediary or follow instructions included with this disclosure to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with the fund complex or your financial intermediary. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund by calling toll-free 866-260-9549 or 312-557-5913 or by contacting your financial intermediary.

 


JOHCM Emerging Markets Opportunities Fund

JOHCM Global Equity Fund

JOHCM International Select Fund

JOHCM International Small Cap Equity Fund

JOHCM Asia Ex-Japan Equity Fund

JOHCM US Small Mid Cap Equity Fund

JOHCM Emerging Markets Small Mid Cap Equity Fund

JOHCM International Opportunities Fund

JOHCM Global Income Builder Fund

Series of the Advisers Investment Trust

TABLE OF CONTENTS

 

     Page  

Fund Summary

  

JOHCM Emerging Markets Opportunities Fund

     1  

JOHCM Global Equity Fund

     5  

JOHCM International Select Fund

     9  

JOHCM International Small Cap Equity Fund

     13  

JOHCM Asia Ex-Japan Equity Fund

     17  

JOHCM Emerging Markets Small Mid Cap Equity Fund

     22  

JOHCM US Small Mid Cap Equity Fund

     27  

JOHCM International Opportunities Fund

     31  

JOHCM Global Income Builder Fund

     35  

Additional Information on Fund Investment Objectives, Strategies, and Risks

  

Investment Objectives

     41  

Strategies

     41  

Investment Risks

     44  

Portfolio Holdings Disclosure

     47  

Cybersecurity

     47  

Management of the Funds

  

Investment Adviser

     47  

Investment Sub-Adviser

     48  

Portfolio Management

     48  

Administrator, Transfer Agent, Custodian and Distributor

     52  

Your Account

  

Pricing Your Shares

     52  

How to Purchase Shares

     53  

How to Redeem Shares

     56  

How to Exchange Shares

     59  

Market Timing Policy

     60  

Distribution Plans

     60  

Additional Compensation to Financial Intermediaries

     60  

Dividends and Distributions

  

Fund Policy

     61  

Taxes

  

Distributions

     61  

Shareholder Reports and Other Information

     62  

Financial Highlights

     63  

 


FUND SUMMARY

JOHCM Emerging Markets Opportunities Fund

Investment Objective

The investment objective of the JOHCM Emerging Markets Opportunities Fund (the “Fund”) is to seek long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

      

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None  

Redemption Fee

     None       None       None  

Annual Fund Operating Expenses

      

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

      

Management Fee

     1.05     1.05     1.05

Distribution (Rule 12b-1) Fees

     None       0.10     0.25

Other Expenses

     0.19     0.19     0.19

Total Annual Fund Operating Expenses

     1.24     1.34     1.49

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 each year your investment has a 5% return and Fund operating expenses remain the same. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 126      $ 393      $ 681      $ 1,500  

Class I Shares

   $ 136      $ 425      $ 734      $ 1,613  

Class II Shares

   $ 152      $ 471      $ 813      $ 1,779  

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. During the most recent fiscal year, the Fund’s turnover rate was 31.87% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests, under normal conditions, at least 80% of its assets (net assets plus the amount of borrowings for investment purposes) in equity securities of companies listed in, or whose principal business activities are located in, emerging markets. Shareholders will be given 60 days’ advance notice of any change to this policy. Equity securities include common and preferred stocks, rights, and warrants. Emerging market countries are those countries included in the MSCI Emerging Markets Index and MSCI Frontier Markets Index, countries with low to middle-income economies according to the International Bank for Reconstruction and Development (more commonly referred to as the World Bank) and other countries with similar emerging market characteristics. The Fund may invest in emerging market companies of any size, including small- and mid-capitalization companies in order to achieve its objective.

 

1


The Fund may also invest up to 5% of its assets in frontier markets, which are generally smaller, less liquid, and less developed than emerging markets. In addition, the Fund may invest in participatory notes. Participatory notes (commonly known as “P-notes”) are instruments issued by registered foreign institutional investors, usually non-U.S. based foreign brokers and domestic institutional brokers, to overseas investors who wish to invest in the Indian stock market without themselves registering with the Securities and Exchange Board of India.

The Fund’s investment style can be considered as growth at a reasonable price (“GARP”). GARP investment strategy is a blend of growth and value investing and seeks to find companies that have strong earnings growth at a good price. The Fund employs a combination of top-down and bottom-up research to assess potential investments in the Fund. The Adviser seeks to invest in companies that possess attractive fundamentals (for example, a company’s revenues, earnings, or management) and fit with the Adviser’s top-down country views within the emerging markets.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets, and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. Frontier countries generally have smaller economies or less developed capital markets than traditional emerging market countries and, as a result, the risks of investing in emerging market countries are magnified in frontier countries. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

Geographic Concentration Risk. The risk that events negatively affecting the fiscal stability of a particular country or region in which the Fund focuses its investments will cause the value of the Fund’s shares to decrease, perhaps significantly. To the extent the Fund concentrates its assets in a particular country or region, the Fund is more vulnerable to financial, economic, or other political developments in that country or region as compared to a fund that does not concentrate holdings in a particular country or region.

Participatory Notes Risk. P-notes, in which the Fund may invest, represent interest in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. P-notes also expose investors to counterparty risk, which is risk that the entity issuing the note may not be able to honor its financial commitments.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on emerging market stocks.

 

2


Performance Information

The Fund commenced operations upon the reorganization of the JOHCM Emerging Markets Opportunities Fund, a series of the Scotia Institutional Funds (formerly DundeeWealth Trust) (the “Predecessor Fund”), into the Fund on December 12, 2013. With the reorganization, the Fund assumed the financial and performance history of the Predecessor Fund.

The bar chart and performance table below provide an indication of the risks of an investment in the Fund (and the Predecessor Fund for periods prior to reorganization) by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Class Shares only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

Annual Return – Institutional Class Shares for year ended December 31*

 

LOGO

 

Best Quarter:

     03/31/2017        12.91

Worst Quarter:

     09/30/2015        (17.04 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (7.81)%.

 

3


Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     5 Years     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (14.76 )%      2.15     3.43

Institutional Class Shares – After Taxes on Distributions

     (15.54 )%      0.99     2.47

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (8.01 )%      1.37     2.45
  

 

 

   

 

 

   

 

 

 

Morgan Stanley Capital International Emerging Markets Index (reflects no deductions for fees or expenses)*

     (14.58 )%      1.65     2.17
  

 

 

   

 

 

   

 

 

 

Class I Shares – Before Taxes

     (14.79 )%      2.06     3.36

Class II Shares – Before Taxes

     (14.91 )%      1.95     3.22
  

 

 

   

 

 

   

 

 

 

 

^  

The Institutional Class Shares and Class I Shares of the JOHCM Emerging Markets Opportunities Fund commenced operations on November 20, 2012. Class II Shares commenced operations on December 17, 2013. Historical performance for Class II Shares prior to its inception is based on the performance of Class I Shares, the share class most similar to Class II. The performance of Class II Shares has been adjusted to reflect differences in expenses.

* 

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

Portfolio Managers

 

James Syme, CFA

Senior Fund Manager

Length of Service: Since 2013

  

Paul Wimborne

Senior Fund Manager

Length of Service: Since 2013

 

Buying and Selling Fund Shares

   

Minimum Initial Investment

   

 

Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

4


FUND SUMMARY

JOHCM Global Equity Fund

(The Fund is offered on a limited basis only. Refer to “How to Purchase Shares – Information Regarding Purchases of the JOHCM Global Equity Fund” on page 53 for more information.)

Investment Objective

The investment objective of the JOHCM Global Equity Fund (the “Fund”) is to seek long-term capital appreciation.

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.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

      

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None  

Redemption Fee

     None       None       None  

Annual Fund Operating Expenses

      

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

      

Management Fee

     0.95     0.95     0.95

Distribution (Rule 12b-1) Fees

     None       0.10     0.25

Other Expenses

     0.12     0.12     0.12

Total Annual Fund Operating Expenses

     1.07     1.17     1.32

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 each year your investment has a 5% return and Fund operating expenses remain the same. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 109      $ 340      $ 590      $ 1,306  

Class I Shares

   $ 119      $ 372      $ 644      $ 1,420  

Class II Shares

   $ 134      $ 418      $ 723      $ 1,590  

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. During the most recent fiscal year, the Fund’s turnover rate was 24.81% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests, under normal circumstances, at least 80% of its assets (net assets plus the amount of borrowings for investment purposes) in equity securities of U.S. and foreign companies. Shareholders will be given 60 days’ advance notice of any change to this policy. Equity securities consist of common and preferred stock, rights, and warrants. The Fund can invest without limit in foreign securities and can invest in any country, including countries with developing or emerging markets. The Fund normally will invest in at least three countries (one of which may be the United States) with at least 40% of its assets invested in countries other than the U.S. However, the Fund may invest at least 30% of its assets outside the U.S. when market conditions are unfavorable. Typically, the Fund invests in a number of different countries. The Fund is not required to allocate its investments in any set percentages in any particular countries. The Fund may invest in U.S. and foreign companies of any size, including small- and mid-capitalization companies.

 

5


The Adviser seeks to identify and make investments in U.S. and foreign companies based on a multi-dimensional investment process, considering a number of factors, including growth, valuation, size, momentum, and beta. Beta measures the volatility of a stock relative to the overall market. The Fund utilizes a core style with a modest growth tilt (growth at a reasonable price, or “GARP”) over all capitalization ranges. The Fund seeks those stocks, sectors, and countries with positive earnings surprises, sustainably high or increasing return on equity, and attractive valuations.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Management Risk. The Adviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on global stocks.

Performance Information

The Fund commenced operations upon the reorganization of the JOHCM Global Equity Fund, a series of the Scotia Institutional Funds (formerly DundeeWealth Trust) (the “Predecessor Fund”), into the Fund on December 12, 2013. With the reorganization, the Fund assumed the financial and performance history of the Predecessor Fund.

The bar chart and performance table below provide an indication of the risks of an investment in the Fund (and the Predecessor Fund for periods prior to reorganization) by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Class Shares only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

 

6


Annual Return – Institutional Class Shares for year ended December 31*

 

LOGO

 

Best Quarter:

     03/31/2015        8.36

Worst Quarter:

     09/30/2015        (14.28 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (11.92)%.

Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     5 Year     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (7.50 )%      3.22     7.22

Institutional Class Shares – After Taxes on Distributions

     (8.44 )%      2.99     6.99

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (3.66 )%      2.53     5.74
  

 

 

   

 

 

   

 

 

 

Morgan Stanley Capital International ACWI Index (reflects no deductions for fees or expenses)*

     (9.42 )%      4.26     6.39
  

 

 

   

 

 

   

 

 

 

Class I Shares – Before Taxes

     (7.54 )%      3.14     7.14

 

^

The Institutional Class Shares and Class I Shares of the JOHCM Global Equity Fund commenced operations on March 22, 2013. Class II Shares have not commenced operations.

*

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

Portfolio Managers

 

Christopher J.D. Lees, CFA

Senior Fund Manager

Length of Service: Since 2013

  

Nudgem Richyal, CFA

Senior Fund Manager

Length of Service: Since 2013

 

7


Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

8


FUND SUMMARY

JOHCM International Select Fund

(The Fund is offered on a limited basis only. Refer to “How to Purchase Shares – Information Regarding Purchases of the JOHCM International Select Fund” on page 53 for more information.)

Investment Objective

The investment objective of the JOHCM International Select Fund (the “Fund”) is to seek long-term capital appreciation.

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.

 

     Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

    

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None  

Redemption Fee

     None       None  

Annual Fund Operating Expenses

    

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

    

Management Fee

     0.89     0.89

Distribution (Rule 12b-1) Fees

     None       0.25

Other Expenses

     0.11     0.11

Total Annual Fund Operating Expenses

     1.00     1.25

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 each year your investment has a 5% return and Fund operating expenses remain the same. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Class I Shares

   $ 102      $ 318      $ 552      $ 1,225  

Class II Shares

   $ 127      $ 397      $ 686      $ 1,511  

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 26.06% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests, under normal market conditions, primarily in equity securities of companies headquartered outside the United States, including those in emerging market countries. The Fund may invest in foreign companies of any size, including small- and mid-capitalization companies, in order to achieve its objective. Equity securities include common and preferred stocks, rights, and warrants.

The Adviser seeks to identify and make investments in U.S. and foreign companies based on a multi-dimensional investment process, considering a number of factors, including growth, valuation, size, momentum, and beta. Beta measures the volatility of a stock relative to the overall market. The Fund utilizes a core style with a modest growth tilt (growth at a reasonable price, or “GARP”) over all capitalization ranges. The Fund seeks those stocks, sectors, and countries with positive earnings surprises, sustainably high or increasing return on equity, and attractive valuations.

 

9


Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for the global markets.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on international stocks.

Performance Information

The Fund commenced operations upon the reorganization of the JOHCM International Select Fund, a series of the Scotia Institutional Funds (formerly DundeeWealth Trust) (the “Predecessor Fund”), into the Fund on December 12, 2013. With the reorganization, the Fund assumed the financial and performance history of the Predecessor Fund.

The bar chart and performance table below provide an indication of the risks of an investment in the Fund (and the Predecessor Fund for periods prior to reorganization) by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Class I only and will vary for Class II Shares. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

 

10


Annual Return – Class I for years ended December 31*

 

LOGO

 

Best Quarter:

     09/30/2010        20.80

Worst Quarter:

     09/30/2011        (21.00 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (12.62)%.

Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     5 Year     Since
Inception^
 

Class I Shares – Before Taxes

     (8.27 )%      3.69     9.04

Class I Shares – After Taxes on Distributions

     (8.47 )%      3.40     8.86

Class I Shares – After Taxes on Distributions and Sale of Fund Shares

     (4.54 )%      2.93     7.48
  

 

 

   

 

 

   

 

 

 

Morgan Stanley Capital International EAFE Index (reflects no deductions for fees or expenses)*

     (13.79 )%      0.53     5.18
  

 

 

   

 

 

   

 

 

 

Class II Shares – Before Taxes

     (8.49 )%      3.42     8.80
  

 

 

   

 

 

   

 

 

 

 

^  

While Class I Shares of the JOHCM International Select Fund commenced operations on July 29, 2009, Class I Shares began investing consistent with its investment objective on July 30, 2009. Class II Shares commenced operations on March 31, 2010. Historical performance for Class II Shares prior to its inception is based on the performance of Class I Shares. The performance of Class II Shares has been adjusted to reflect differences in expenses.

*

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

Portfolio Managers

 

Christopher J.D. Lees, CFA

Senior Fund Manager

Length of Service: Since 2009

  

Nudgem Richyal, CFA

Senior Fund Manager

Length of Service: Since 2009

 

11


Buying and Selling Fund Shares

 

Minimum Initial
Investment

     
Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw money from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

12


FUND SUMMARY

JOHCM International Small Cap Equity Fund

Investment Objective

The investment objective of the JOHCM International Small Cap Equity Fund (the “Fund”) is to seek long-term capital appreciation.

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.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

      

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None  

Redemption Fee

     None       None       None  

Annual Fund Operating Expenses

      

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

      

Management Fee

     1.05     1.05     1.05

Distribution (Rule 12b-1) Fees

     None       0.10     0.25

Other Expenses

     0.17     0.17     0.17

Total Annual Fund Operating Expenses

     1.22     1.32     1.47

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 each year your investment has a 5% return and Fund operating expenses remain the same. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 124      $ 387      $ 670      $ 1,477  

Class I Shares

   $ 134      $ 418      $ 723      $ 1,590  

Class II Shares

   $ 150      $ 465      $ 803      $ 1,757  

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 17.61% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests at least 80% of its assets (net assets plus the amount of borrowings for investment purposes) in equity securities such as common stocks, preferred stock, rights, and warrants issued by small companies that are based outside the United States, including companies in emerging and frontier as well as in developed markets. Shareholders will be given 60 days’ advance notice of any change to this policy. The Fund may invest in securities convertible into such securities (including Depositary Receipts), and investment companies that invest in the types of securities in which the Fund would normally invest. The Fund may also invest up to 20% of the value of its assets in fixed income securities. Under normal circumstances, the Fund will hold 70-80 investments across 12 countries.

 

13


Small cap companies are defined as companies with market capitalizations at the time of purchase below $2 billion or in the range of those market capitalizations of companies included in the MSCI ACWI ex-USA Small Cap Index at the time of purchase. The capitalization range of the MSCI ACWI ex-USA Small Cap Index is between $52 million and $7.9 billion as of December 31, 2018. The size of the companies included in the MSCI ACWI ex-USA Small Cap Index will change with market conditions. A company is considered to be “based” outside the United States if: (1) it is legally domiciled outside the United States; (2) it conducts at least 50% of its business, as measured by the location of its sales, earnings, assets, or production, outside the United States; or (3) it has the principal exchange listing for its securities outside the United States.

The Fund also may invest in securities of small U.S. companies that derive, or are expected to derive, a significant portion of their revenues from their foreign operations, although under normal circumstances not more than 15% of the Fund’s total assets will be invested in securities of U.S. companies. If the Fund continues to hold securities of small companies whose market capitalization, subsequent to purchase, grows to exceed U.S. $2 billion, it may continue to treat them as small companies for the purposes of the 80% requirement. However, the Fund will generally initiate the sale of securities whose market capitalization grows to exceed U.S. $5 billion.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small Cap Company Risk. The small capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small cap companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups. Therefore, small cap stocks may be more volatile than those of larger companies.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. Frontier countries generally have smaller economies or less developed capital markets than traditional emerging market countries and, as a result, the risks of investing in emerging market countries are magnified in frontier countries. The potential departure of one or more countries from the European Union may have significant political and financial consequences for global markets.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

Fixed Income Risk. Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the Fund’s investments decreases.

Convertible Securities Risk. Convertible securities are hybrid securities that have characteristics of both fixed income and equity securities and are subject to risks associated with both fixed income and equity securities.

Investment Company Risk. Shareholders in the Fund will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. Investments in other funds also may increase the amount of taxes payable by investors in the Fund.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on international small capitalization stocks.

 

14


Performance Information

The bar chart and performance table below provide an indication of the risks of an investment in the Fund by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Share Class only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

Annual Return – Institutional Class Shares for years ended December 31*

 

LOGO

 

Best Quarter:

     06/30/2017        11.26

Worst Quarter:

     12/31/2018        (17.17 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (17.17)%.

Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     5 Year     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (17.42 )%      1.85     2.58

Institutional Class Shares – After Taxes on Distributions

     (18.42 )%      1.39     2.15

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (9.24 )%      1.54     2.11
  

 

 

   

 

 

   

 

 

 

Morgan Stanley Capital International ACWI ex-USA Small Cap Index (reflects no deductions for fees or expenses)*

     (18.20 )%      1.96     2.68
  

 

 

   

 

 

   

 

 

 

Class I Shares – Before Taxes

     (17.52 )%      1.78     2.52

Class II Shares – Before Taxes

     (17.60 )%      1.63     2.35
  

 

 

   

 

 

   

 

 

 

 

^ 

The Institutional Class Shares of the JOHCM International Small Cap Equity Fund commenced operations on October 1, 2013. Class II Shares commenced operations on November 18, 2013 and Class I Shares commenced operations on January 2, 2014. Historical performance for Class I and Class II Shares prior to their inception is based on the performance of the Institutional Class Shares. The performance of Class I and Class II Shares has been adjusted to reflect differences in expenses.

*

Index returns shown are net of withholding taxes.

 

15


Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

JOHCM (USA) Inc. is the Fund’s investment sub-adviser (the “Sub-Adviser”).

Portfolio Managers

Robert Cresci

Senior Fund Manager

Length of Service: Since 2013

Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day which the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw money from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

16


FUND SUMMARY

JOHCM Asia ex-Japan Equity Fund

Investment Objective

The investment objective of the JOHCM Asia ex-Japan Equity Fund (the “Fund”) is to seek long-term capital appreciation.

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.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

      

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None  

Redemption Fee

     None       None       None  

Annual Fund Operating Expenses

      

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

      

Management Fee

     1.09     1.09     1.09

Distribution (Rule 12b-1) Fees

     None       0.10     0.25

Other Expenses

     0.20     0.20     0.20

Total Annual Fund Operating Expenses

     1.29     1.39     1.54

Fee Waivers and Reimbursements1,2

     (0.49 )%      (0.49 )%      (0.49 )% 

Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements

     0.80     0.90     1.05

 

1

J O Hambro Capital Management Limited (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.80%, 0.90% and 1.05% for Institutional Shares, Class I Shares, and Class II Shares, respectively, until January 28, 2020. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the fiscal year in which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the current expense limitation or the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

2

In August 2018, the Adviser’s agreement to waive fees and reimburse expenses of the Fund was amended to increase the amounts of waiver or reimbursement. Consequently, Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements in the fee table will not correspond to the Fund’s financial highlights.

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 each year your investment has a 5% return and Fund operating expenses remain the same. The contractual expense limitation for the Fund is reflected only in the 1 year example. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 82      $ 361      $ 661      $ 1,513  

Class I Shares

   $ 92      $ 392      $ 714      $ 1,626  

Class II Shares

   $ 107      $ 438      $ 793      $ 1,793  

 

17


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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 51.14% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests at least 80% of its assets (net assets plus the amount of borrowings for investment purposes) in equity securities of companies located in the Asia (excluding Japan) region (“Asia (ex-Japan)”). Shareholders will be given 60 days’ advance notice of any change to this policy. A company is generally considered to be an Asia (ex-Japan) company if, as determined by the Adviser, (i) it is organized under the laws of, or has its principal place of business or principal office in a country of the Asia (ex-Japan) region; (ii) it has its principal securities trading market in a country in Asia (ex-Japan); (iii) it derives at least 50% of its revenues or profits from goods produced or sold, investments made, services performed, or has at least 50% of its assets located in Asia (ex-Japan); or (iv) issues securities denominated in the currency of a country in Asia (ex-Japan). Countries included in the Asia (ex-Japan) region include, among others, Bangladesh, China, Hong Kong, India, Indonesia, Malaysia, Mauritius, Pakistan, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand, and Vietnam.

The Fund invests primarily in common stock, but may also invest in other types of equity securities, including, but not limited to, preferred stock, rights, warrants, and depositary receipts. The Fund will generally invest in equity securities of companies which have a market capitalization at the time of purchase of greater than U.S. $500 million. The Fund may also hold stocks of companies with market capitalizations of greater than U.S. $10 billion.

The Fund invests the majority of its assets in high quality, growth companies that have strong management teams who recognize the potential to boost returns for shareholders through efficient capital management. A smaller portion of the portfolio may be invested in value companies that are restructuring or shifting to a more sustainable quality growth model and are trading at a book value significantly lower (often one standard deviation) than their historical levels.

The investment process is focused on identifying and owning Quality, Long-term Sustainable Growth (QLSG) companies, which are businesses that can sustainably grow over economic and liquidity cycles. The investment process will be driven by fundamental bottom-up stock selection, with an overlay of top-down macro, country, and sector analysis. The adviser applies a fundamental bottom-up analysis in its stock selection, focusing on a particular investment opportunity or small set of opportunities, and reviews various information sources such as financial statements, company announcements and disclosures, and economic and industry reports to determine which investments are appropriate for the Fund. This analysis is augmented with a top-down macro overlay that first considers the condition of the market as a whole and then strategically focuses the analysis by country and, ultimately, by sector. Decisions will be based on a screening process based on rigorous research that takes into account the fundamentals, future prospects, and current valuations of companies. There is a continuous effort on meeting or speaking with the management of relevant companies to evaluate business models and determine business trends.

Although the Fund will primarily invest directly in Asia (ex-Japan) equity securities, the Fund may from time to time invest in equity securities of companies domiciled or exercising the predominant part of their economic activities in Australia and New Zealand as well. These are developed markets, with increasing linkages to the Asian region. The investments in Australia and New Zealand will not exceed 15% of the of the Fund’s assets.

The Fund may hedge the portfolio by selling listed equity index futures of the markets that the Fund invests in, but this will be purely for the purposes of hedging or downside protection and will not exceed 25% of the Fund’s assets.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

 

18


Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.

Geographic Concentration Risk. The risk that events negatively affecting the fiscal stability of a particular country or region in which the Fund focuses its investments will cause the value of the Fund’s shares to decrease, perhaps significantly. To the extent the Fund concentrates its assets in a particular country or region, the Fund is more vulnerable to financial, economic, or other political developments in that country or region as compared to a fund that does not concentrate holdings in a particular country or region. As a result, the Fund may be more volatile than a fund which is broadly diversified geographically.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups. Therefore, small and mid-capitalization stocks may be more volatile than those of larger companies. Investments in small- capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Value Investing Risk. The Fund may invest in value securities, which are securities of companies that may have experienced adverse business, industry, or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. It may take longer than expected for the value of such securities to rise to the anticipated value, or the value may never do so.

Derivatives Risk. A derivative is an instrument with a value based on the performance of an underlying financial asset, index, or other measure. The use of derivatives involves risks different from, or greater than, the risks associated with investing in more traditional investments. Derivatives may be volatile, difficult to value, and the Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price.

Performance Information

The bar chart and performance table below provide an indication of the risks of an investment in the Fund by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Share Class only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

 

19


Annual Return – Institutional Class Shares for years ended December 31*

 

LOGO

 

Best Quarter:

     09/30/2016        13.71

Worst Quarter:

     12/31/2016        (12.03 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was 6.85%.

Average Annual Total Returns for the Periods Ended December 31, 2018

 

      1 Year     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (21.14 )%      0.55

Institutional Class Shares – After Taxes on Distributions

     (24.57 )%      (0.46 )% 

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (9.71 )%      0.56
  

 

 

   

 

 

 

Morgan Stanley Capital International All Country Asia ex Japan Index (reflects no deductions for fees or expenses)*

     (14.37 )%      4.55
  

 

 

   

 

 

 

Class I Shares – Before Taxes

     (21.24 )%      0.49

Class II Shares – Before Taxes

     (21.26 )%      0.32
  

 

 

   

 

 

 

 

^

The Institutional Class Shares of the JOHCM Asia Ex-Japan Equity Fund commenced operations on March 28, 2014. Class I and II Shares commenced operations on June 26, 2014. Historical performance for Class I and Class II Shares prior to their inception is based on the performance of the Institutional Class Shares. The performance of Class I and Class II Shares has been adjusted to reflect differences in expenses.

*

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

Portfolio Managers

 

Samir Mehta, CFA

Senior Fund Manager

Length of Service: Since 2014

  

Cho-Yu Kooi, CFA

Senior Fund Manager

Length of Service: Since 2014

 

20


Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

21


FUND SUMMARY

JOHCM Emerging Markets Small Mid Cap Equity Fund

Investment Objective

The investment objective of the JOHCM Emerging Markets Small Mid Cap Equity Fund (the “Fund”) is to seek long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
    Class III
Shares
 

Shareholder Fees (Fees paid directly from your investment)

        

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None       None  

Redemption Fee

     None       None       None       None  

Annual Fund Operating Expenses

        

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

        

Management Fee

     1.30     1.30     1.30     1.30

Distribution (Rule 12b-1) Fees

     None       0.10     0.25     0.50

Other Expenses

     1.18     1.18     1.18     1.18

Total Annual Fund Operating Expenses

     2.48     2.58     2.73     2.98

Fee Waivers and Reimbursements1

     (0.94 )%      (0.94 )%      (0.94 )%      (0.94 )% 

Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements

     1.54     1.64     1.79     2.04

 

1 

J O Hambro Capital Management Limited (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 1.54%, 1.64%, 1.79% and 2.04% for Institutional Shares, Class I Shares, Class II, and Class III Shares, respectively, until January 28, 2020. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the fiscal year in which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the current expense limitation or the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

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 each year your investment has a 5% return and Fund operating expenses remain the same. The contractual expense limitation for the Fund is reflected only in the 1 year example. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 157      $ 683      $ 1,236      $ 2,745  

Class I Shares

   $ 167      $ 713      $ 1,286      $ 2,845  

Class II Shares

   $ 182      $ 758      $ 1,361      $ 2,992  

Class III Shares

   $ 207      $ 833      $ 1,485      $ 3.233  

 

22


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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 127.34% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests, under normal market conditions, at least 80% of its assets (net assets plus the amount of borrowings for investment purposes) in equity securities issued by small and medium capitalization companies that are listed in, or whose principal business activities are located in, emerging markets, including frontier markets. Shareholders will be given 60 days’ advance notice of any change to this policy. Equity securities include common and preferred stocks, rights, and warrants. The Fund may invest in securities convertible into such securities (including Depositary Receipts), and investment companies that invest in the types of securities in which the Fund would normally invest. Emerging market countries are those countries included in the MSCI Emerging Markets Index and MSCI Frontier Markets Index, countries with low to middle-income economies according to the International Bank for Reconstruction and Development (more commonly referred to as the World Bank), and other countries with similar emerging market characteristics. Frontier markets are generally smaller, less liquid, and less developed than emerging markets.

Small-and mid-capitalization companies in emerging market countries are generally defined as companies with market capitalizations at the time of purchase below U.S. $5 billion or in the range of those market capitalizations of companies included in the MSCI Emerging Markets Small Cap Index at the time of purchase. The MSCI Emerging Markets Small Cap Index is reconstituted semi-annually each May and November. The capitalization range of the MSCI Emerging Markets Small Cap Index is between $52 million and $2 billion as of December 31, 2018. The size of the companies included in the MSCI Emerging Markets Small Cap Index will change with market conditions. If the Fund continues to hold securities of small-and mid-capitalization companies whose market capitalization, subsequent to purchase, grows to exceed U.S. $5 billion, it may continue to treat them as small- or mid-capitalization companies for the purposes of the 80% requirement.

The Fund also may invest, under normal market conditions, up to 20% of its assets in securities of small developed markets companies that derive, or are expected to derive, a significant portion of their revenues from their operations in emerging or frontier markets.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets, and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. Frontier countries generally have smaller economies or less developed capital markets than traditional emerging market countries and, as a result, the risks of investing in emerging market countries are magnified in frontier countries. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.

Convertible Securities Risk. Convertible securities are hybrid securities that have characteristics of both fixed income and equity securities and are subject to risks associated with both fixed income and equity securities.

 

23


Investment Company Risk. Shareholders in the Fund will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. Investments in other funds also may increase the amount of taxes payable by investors in the Fund.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

Geographic Concentration Risk. The risk that events negatively affecting the fiscal stability of a particular country or region in which the Fund focuses its investments will cause the value of the Fund’s shares to decrease, perhaps significantly. To the extent the Fund concentrates its assets in a particular country or region, the Fund is more vulnerable to financial, economic, or other political developments in that country or region as compared to a fund that does not concentrate holdings in a particular country or region.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that individual securities will perform as anticipated.

Portfolio Turnover Risk. The Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Adviser determines that it would be in the Fund’s best interest to do so. These transactions will increase the Fund’s “portfolio turnover.” High turnover rates generally result in higher brokerage costs to the Fund and higher amounts of taxable distributions to shareholders.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on emerging market stocks.

Performance Information

The bar chart and performance table below provide an indication of the risks of an investment in the Fund by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Share Class only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

 

24


Annual Return – Institutional Class Shares for years ended December 31*

 

LOGO

 

Best Quarter:

     03/31/2017        12.77

Worst Quarter:

     09/30/2015        (17.55 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (8.70)%.

Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (20.02 )%      6.81

Institutional Class Shares – After Taxes on Distributions

     (19.99 )%      5.22

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (11.65 )%      4.92
  

 

 

   

 

 

 

Morgan Stanley Capital International Emerging Markets Small Cap Index (reflects no deductions for fees or expenses)*

     (18.59 )%      1.74
  

 

 

   

 

 

 

Class I Shares – Before Taxes

     (20.11 )%      6.71
  

 

 

   

 

 

 

 

^

The Institutional Class of the JOHCM Emerging Markets Small Mid Cap Equity Fund commenced operations on December 17, 2014. Class I Shares commenced operations on January 28, 2016. Historical performance for Class I Shares prior to its inception is based on the performance of the Institutional Class Shares. The performance of Class I Shares has been adjusted to reflect differences in expenses.

*

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

Portfolio Managers

 

Emery Brewer

Senior Fund Manager

Length of Service: Since 2014

  

Dr. Ivo Kovachev

Senior Fund Manager

Length of Service: Since 2014

  

Stephen Lew

Fund Manager

Length of Service: Since 2014

 

25


Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II    Class III

$1,000,000

   No minimum    No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

26


FUND SUMMARY

JOHCM US Small Mid Cap Equity Fund

Investment Objective

The investment objective of the JOHCM US Small Mid Cap Equity Fund (the “Fund”) is to seek long-term capital appreciation.

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.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
    Class III
Shares
 

Shareholder Fees (Fees paid directly from your investment)

        

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None       None  

Redemption Fee

     None       None       None       None  

Annual Fund Operating Expenses

        

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

        

Management Fee

     0.85     0.85     0.85     0.85

Distribution (Rule 12b-1) Fees

     None       0.10     0.25     0.50

Other Expenses

     2.66     2.66     2.66     2.66

Total Annual Fund Operating Expenses

     3.51     3.61     3.76     4.01

Fee Waivers and Reimbursements1

     (2.52 )%      (2.52 )%      (2.52 )%      (2.52 )% 

Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements

     0.99     1.09     1.24     1.49

 

1 

J O Hambro Capital Management Limited (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.99%, 1.09%, 1.24% and 1.49% for Institutional Shares, Class I Shares, Class II, and Class III Shares, respectively, until January 28, 2020. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the fiscal year in which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the current expense limitation or the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

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 each year your investment has a 5% return each year and the Fund’s operating expenses remain the same. The contractual expense limitation for the Fund is reflected only in the 1 year Example. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 101      $ 842      $ 1,605      $ 3,615  

Class I Shares

   $ 111      $ 872      $ 1,654      $ 3,706  

Class II Shares

   $ 126      $ 916      $ 1,726      $ 3,840  

Class III Shares

   $ 152      $ 990      $ 1,845      $ 4,058  

 

27


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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 66.46% of the average value of its portfolio.

Principal Investment Strategy

The Fund invests, under normal circumstances, at least 80% of its assets (net assets plus the amount of borrowings for investment purposes) in U.S. equity securities with small and medium market capitalizations. Shareholders will be given 60 days’ advance notice of any change to this policy. Equity securities consist of common and preferred stock, rights, and warrants. Small and medium capitalization companies generally are defined as companies with market capitalizations, at the time or purchase, below U.S. $10 billion or in the range of those market capitalizations of companies included in the Russell 2500 Index at the time of purchase. The Russell 2500 Index is reconstituted annually each June. The capitalization range of the Russell 2500 Index is between $5 million and $19 billion as of December 31, 2018. The size of the companies included in the Russell 2500 Index will change with market conditions.

The Fund may invest more than 25% of its total assets in one or more industry or group of industries provided the industry or group of industries represent 20% or more of a widely recognized and unaffiliated index against which the Fund measures investment performance. In no event may the Fund invest more than 35% of its total assets in any one industry.

The Fund also may invest up to 10% of its total assets in American Depositary Receipts (“ADRs”) of foreign companies. ADRs are typically issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. The Fund may invest in exchange-traded funds (“ETFs) in order to “equitize” cash balances by gaining exposure to relevant equity markets. Cash is equitized when it is invested in instruments, such as ETFs, that expose it to the equity markets, and the returns possible in the equity markets, while maintaining the liquidity provided by cash.

The Adviser manages the Fund using a team-managed strategy that focuses on specialization across the equity markets and throughout the investment process. The Adviser uses a fundamental, bottom-up research approach to identify companies that the Adviser believes present the greatest investment opportunities. Bottom-up research utilizes techniques such as fundamental analysis to assess growth and value potential. In conducting fundamental analysis of companies that are being considered for purchase by the Fund, the management team will evaluate, among other things, the financial condition and management of a company, its industry, competitor analysis, and the interrelationship of these variables over time. The Adviser may without limitation analyze financial data and other information sources and conduct company interviews. The Fund’s sector weightings are a residual consequence of this bottom-up stock picking process.

The Fund may hedge the portfolio by using futures and forward contracts, options, swaps, and other similar instruments.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small-Cap and Mid-Cap Company Risk. The small-and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Foreign Investment Risk. Investing in ADRs poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.

 

28


Derivatives Risk. A derivative is an instrument with a value based on the performance of an underlying financial asset, index, or other measure. The use of derivatives involves risks different from, or greater than, the risks associated with investing in more traditional investments. Derivatives may be volatile, difficult to value, and the Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that individual securities will perform as anticipated.

Sector Risk. The Fund may focus its investments in securities of a particular industry sector. Economic, legislative, or regulatory developments may occur that significantly affect the sector. This may cause the Fund’s net asset value to fluctuate more than that of a fund that does not focus in a particular sector.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on small- and mid-cap stocks.

Performance Information

The bar chart and performance table below provide an indication of the risks of an investment in the Fund by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual returns compare with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Share Class only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

Annual Return – Institutional Class Shares for years ended December 31*

 

LOGO

 

Best Quarter:

     12/31/2016        6.95

Worst Quarter:

     12/31/2018        (17.42 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (17.42)%.

 

29


Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (6.98 )%      6.63

Institutional Class Shares – After Taxes on Distributions

     (10.99 )%      4.68

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (1.93 )%      4.86
  

 

 

   

 

 

 

Russell 2500 Index (reflects no deductions for fees, expenses, or taxes)

     (10.00 )%      5.04
  

 

 

   

 

 

 

Class I Shares – Before Taxes

     (6.98 )%      6.56
  

 

 

   

 

 

 

 

^  

The Institutional Class and Class I Shares of the JOHCM US Small Mid Cap Equity Fund commenced operations on October 31, 2014.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

JOHCM (USA) Inc. is the Fund’s investment sub-adviser (the “Sub-Adviser”).

Portfolio Managers

 

Thorsten Becker

Senior Fund Manager

Length of Service: Since 2014

  

Arun Daniel

Senior Fund Manager

Length of Service: Since 2014

  

Vincent Rivers

Senior Fund Manager

Length of Service: Since 2014

Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II    Class III

$1,000,000

   No minimum    No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

30


FUND SUMMARY

JOHCM International Opportunities Fund

Investment Objective

The investment objective of the JOHCM International Opportunities Fund (the “Fund”) is to achieve long-term total return by investing in a concentrated portfolio of international equity securities.

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.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

      

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None  

Redemption Fee

     None       None       None  

Annual Fund Operating Expenses

      

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

      

Management Fee

     0.75     0.75     0.75

Distribution (Rule 12b-1) Fees

     None       0.10     0.25

Other Expenses

     7.48     7.48     7.48

Total Annual Fund Operating Expenses

     8.23     8.33     8.48

Fee Waivers and Reimbursements1

     (7.34 )%      (7.34 )%      (7.34 )% 

Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements

     0.89     0.99     1.14

 

1 

J O Hambro Capital Management Limited (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.89%, 0.99% and 1.14% for Institutional Shares, Class I Shares, and Class II Shares, respectively, until January 28, 2020. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the fiscal year in which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the current expense limitation or the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

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 each year your investment has a 5% return and Fund operating expenses remain the same. The contractual expense limitation for the Fund is reflected only in the 1 year example. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 91      $ 1,750      $ 3,303      $ 6,768  

Class I Shares

   $ 101      $ 1,777      $ 3,342      $ 6,823  

Class II Shares

   $ 116      $ 1,817      $ 3,401      $ 6,904  

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 57.05% of the average value of its portfolio.

 

31


Principal Investment Strategy

The Fund invests, under normal market conditions, primarily in equity securities of companies headquartered outside the United States, including those in emerging market countries. Shareholders will be given 60 days’ advance notice of any change to this policy. The Fund may invest in foreign companies of any size, including small- and mid-capitalization companies, in order to achieve its objective. Equity securities include common and preferred stocks, rights, and warrants. The Fund may also invest in equity related instruments, such as equity linked notes and participatory notes, all of which derive their value from equities. The equity linked notes and participatory notes in which the Fund will invest will be securitized and freely transferable. The Fund will not incur leverage as a result of investing its investment in equity linked notes.

The Adviser aims to achieve above-average risk-adjusted equity returns, over the medium term period of three to five years. The Adviser believes this is best achieved by investing in a concentrated, benchmark agnostic portfolio of attractively valued high quality companies. Such companies have long term competitive advantages which allow intrinsic value to be estimated with confidence on the basis of their long term cash flows. The Adviser prioritizes companies that are able to reliably generate cash flow and reinvest it at high marginal returns in order to grow their intrinsic value. As a result they become more valuable over time.

A key risk to any investor is permanent impairment of capital. This is usually a result of holding overvalued assets. Therefore, the Adviser maintains a strict valuation discipline to make sure assets are only bought when they are attractively valued, in absolute terms, with reference to their intrinsic value. At the same time, overvalued shares in the portfolio are identified and sold. This requires an ability to sell to cash, without necessarily having anything to buy with the proceeds.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Equity-Linked Instruments Risk. There is a risk that, in addition to market risk and other risks of the referenced equity security, the Fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the Fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the Fund’s investment.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments. The potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies in which the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets, and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Geographic Concentration Risk. The risk that events negatively affecting the fiscal stability of a particular country or region in which the Fund focuses its investments will cause the value of the Fund’s shares to decrease, perhaps significantly. To the extent the Fund concentrates its assets in a particular country or region, the Fund is more vulnerable to financial, economic or other political developments in that country or region as compared to a fund that does not concentrate holdings in a particular country or region.

 

32


Participatory Notes Risk. P-notes, which are designed to replicate the performance of certain issuers and markets where direct investment is either impossible or difficult due to local restrictions, represent interest in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. P-notes also expose investors to counterparty risk, which is risk that the entity issuing the note may not be able to honor its financial commitments. Some P-notes may be considered illiquid.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on global stocks.

Performance Information

The bar chart and performance table below provide an indication of the risks of an investment in the Fund by showing how the Fund’s performance has varied from year to year, and by showing how the Fund’s average annual return compares with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Share Class only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

Annual Return – Institutional Class Shares for years ended December 31*

 

LOGO

 

Best Quarter:

     06/30/2017        7.13

Worst Quarter:

     12/31/2018        (8.87 )% 

 

*

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (8.87)%.

 

33


Average Annual Total Returns for the Periods Ended December 31, 2018

 

     1 Year     Since
Inception*
 

Institutional Class Shares – Before Taxes

     (7.57 )%      2.06

Institutional Class Shares – After Taxes on Distributions

     (7.88 )%      0.77

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (4.05 )%      1.25
  

 

 

   

 

 

 

Morgan Stanley Capital International EAFE Index (reflects no deductions for fees or expenses)^

     (13.79 )%      2.92
  

 

 

   

 

 

 

 

*

The Institutional Class Shares of the JOHCM International Opportunities Fund commenced operations on September 29, 2016.

^

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

Portfolio Managers

 

Ben Leyland, CFA

Senior Fund Manager

Length of Service: Since 2016

  

Robert Lancastle, CFA

Fund Manager

Length of Service: Since 2016

Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k), or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

34


FUND SUMMARY

JOHCM Global Income Builder Fund

Investment Objective

The investment objective of the JOHCM Global Income Builder Fund (the “Fund”) is to seek a level of current income that is consistent with the preservation and long-term growth of capital in inflation-adjusted terms.

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.

 

     Institutional
Shares
    Class I
Shares
    Class II
Shares
 

Shareholder Fees (Fees paid directly from your investment)

      

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

     None       None       None  

Maximum Deferred Sales Charge (Load) Imposed on Purchases (as a percentage of net asset value)

     None       None       None  

Redemption Fee

     None       None       None  

Annual Fund Operating Expenses

      

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

      

Management Fee

     0.67     0.67     0.67

Distribution (Rule 12b-1) Fees

     None       0.10     0.25

Other Expenses

     0.80     0.80     0.80

Acquired Fund Fees and Expenses

     0.02     0.02     0.02

Total Annual Fund Operating Expenses

     1.49     1.59     1.74

Fee Waivers and Reimbursements1

     (0.59 )%      (0.59 )%      (0.59 )% 

Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements

     0.90     1.00     1.15

 

1 

J O Hambro Capital Management Limited (the “Adviser”) has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) exceed 0.88%, 0.98% and 1.13% for Institutional Shares, Class I Shares, and Class II Shares, respectively, until January 28, 2020. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the date on which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the current expense limitation or the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement. Total Annual Fund Operating Expenses After Fee Waivers and Reimbursements may exceed 0.88%, 0.98% and 1.13% for Institutional Shares, Class I Shares, and Class II Shares, respectively, due to certain excluded expenses.

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 each year your investment has a 5% return and Fund operating expenses remain the same. The contractual expense limitation for the Fund is reflected only in the 1 year example. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:

 

     1 year      3 years      5 years      10 years  

Institutional Shares

   $ 92      $ 413      $ 757      $ 1,729  

Class I Shares

   $ 102      $ 444      $ 810      $ 1,839  

Class II Shares

   $ 117      $ 490      $ 888      $ 2,003  

 

35


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. During the period from Fund inception through September 30, 2018, the Fund’s portfolio turnover rate was 41.93% of the average value of its portfolio.

Principal Investment Strategy

The Fund seeks to achieve its investment objective by applying a bottom-up, long-term global value investing philosophy across a broad range of asset classes. In a bottom-up approach, companies and securities are researched and chosen individually.

The Fund normally will invest in a wide range of income-producing equity securities, including common stocks of United States and foreign companies that offer attractive dividend yields. The Fund also normally will invest in a wide range of fixed income instruments from markets in the United States and multiple countries around the world such as high-yield instruments (commonly referred to as ‘‘junk bonds’’), investment grade instruments, and sovereign debt. Additionally, the Fund normally will invest in hybrid securities that embody elements of both equity and fixed income securities such as preferred shares and convertible bonds. The Fund may invest in securities of any maturity or investment rating, as well as unrated securities. While the Fund may hold investments in non-income producing securities, under normal market conditions at least 80% of the Fund’s assets (net assets plus the amount of borrowings for investment purposes) will be comprised of income producing securities.

As a multi-asset portfolio, the Fund invests in the various asset classes described above and may shift its investments from one asset class to another. The Adviser believes that maintaining this flexible approach is critical to avoiding pockets of overvalued securities. The Adviser also seeks to preserve flexibility across geographic areas and company size. As a result, the Fund may invest in securities of companies of any market capitalization or domicile. The Adviser anticipates that, under normal circumstances, the Fund will invest in a portfolio of between 30% and 70% equity securities, with the balance of its assets invested in fixed income securities, hedging assets (as defined below), and cash or cash equivalents. However, the Adviser maintains the ability to adjust the Fund’s allocations as needed to adapt the portfolio to various income, market, and valuation environments. In pursuing the Fund’s investment objective, under normal circumstances, at least 40% of the Fund’s investments will be in issuers domiciled outside of the United States or in issuers that derive a significant proportion of their revenues or profits from goods produced or sold, investments made, or services performed outside the United States or have at least 50% of its assets situated outside the United States (“foreign issuers”). If market conditions are deemed unfavorable the Adviser expects at least 30% of the Fund’s investments to be in foreign issuers.

The Fund may invest in various hedging assets that the Adviser believes will reduce the overall volatility of the Fund, protecting capital, in certain market environments. Such hedging assets may include, but are not limited to: exchange-traded funds and commodity-linked investment vehicles that primarily invest in gold and precious metals; inflation-linked investments; and currency hedging instruments such as currency forward contracts and currency futures. The Fund may also use hedging and derivative instruments to reduce certain risk exposures present in the Fund’s holdings.

Pursuant to a value investing philosophy, the Fund seeks to invest in securities the Adviser believes provide a discount (or “margin of safety”) between a security’s price and what the Adviser believes to be the true value of the underlying business (which is sometimes referred to as “intrinsic value”). The Adviser examines economic, financial, and other qualitative and quantitative factors to evaluate a security’s value. The outcome of this analysis is then compared to the security’s current value to determine if it is over or underpriced. To this end the Fund’s investments and strategy may at times be viewed as contrarian. The Adviser believes that investing when such a margin of safety is present can help reduce the likelihood of permanent loss of capital, as opposed to temporary losses due to shifting investor sentiment or other normal asset price volatility. The Adviser may sell a security as it reaches the Adviser’s estimate of the company’s value if the Adviser believes that the company’s underlying business is deteriorating or if the Adviser identifies a security that it believes offers a better investment opportunity.

The Fund will seek to invest in companies that the Adviser believes have high quality management teams, strong balance sheets, and defensible businesses models; however the valuation of the specific investment under consideration is the most important criteria. As a result, the Fund may invest in securities of issuers which do not encompass all or, in some cases, any of the above qualities, if the Adviser believes the security is significantly undervalued and an exceptional margin of safety exists. In general, the lower the quality of the issuer’s business, the higher the margin of safety that is required.

Principal Investment Risks

All investments carry a certain amount of risk, and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions, and the value of your investment in the Fund also will vary. You could lose money on your investment in the Fund, or the Fund could perform worse than other investments. Investments in the Fund are not deposits of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Below are the main risks of investing in the Fund.

 

36


Asset Allocation Risk. The risk that if the Fund’s strategy for allocating assets among different asset classes does not work as intended, the Fund may not achieve its objective or may underperform other funds with similar investment strategies.

Equity Securities Risk. The risk that events negatively affecting issuers, industries, or financial markets in which the Fund invests will impact the value of the stocks held by the Fund and thus, the value of the Fund’s shares over short or extended periods. Price volatility is the principal risk of investing in the Fund. Investments in small-capitalization or in mid-capitalization companies may be more volatile than investments in larger companies.

Small-Cap and Mid-Cap Company Risk. The small- and mid-capitalization companies the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups. Therefore, small- and mid-capitalization stocks may be more volatile than those of larger companies.

Equity-Linked Instruments Risk. There is a risk that, in addition to market risk and other risks of the referenced equity security, the Fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the Fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the Fund’s investment.

Fixed Income Risk. Fixed income securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the Fund’s investments decreases.

Credit Risk. An issuer of debt securities may fail to make interest payments or repay principal when due, in whole or in part. Changes in an issuer’s financial strength or in a security’s credit rating may affect a security’s value.

High Yield (Junk Bond) Investments Risk. Below investment grade fixed income securities, also known as “junk bonds,” are not investment grade and are generally considered speculative because they present a greater risk of loss than higher quality debt securities. These lower-rated or defaulted debt securities may fluctuate more in price, and are less liquid than higher-rated securities because issuers of such lower-rated debt securities are not as strong financially, and are more likely to encounter financial difficulties and be more vulnerable to adverse changes in the economy.

Value Investing Risk. Value securities are securities of companies that may have experienced adverse business, industry, or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. It may take longer than expected for the value of such securities to rise to the anticipated value, or the value may never do so.

Foreign & Emerging Markets Risk. Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers. Investing in emerging market securities magnifies the risks inherent in foreign investments.

Currency Risk. Investments in foreign countries are also subject to currency risk. As the Fund’s investments in foreign securities are generally denominated in foreign currencies, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments. Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain such currencies. Certain developing countries face serious exchange constraints.

Hedging Risk. Hedging is a strategy in which the Fund uses a derivative or other security to offset certain risks associated with other Fund holdings or to render the portfolio more resilient to market fluctuations. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.

Derivatives Risk. A derivative is an instrument with a value based on the performance of an underlying financial asset, index, or other measure. The use of derivatives involves risks different from, or greater than, the risks associated with investing in more traditional investments. Derivatives may be volatile, difficult to value, and the Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. 

Convertible Securities Risk. Convertible securities are hybrid securities that have characteristics of both fixed income securities and equity securities and are subject to risks associated with both fixed income and equity securities.

 

37


ETF Risk. Shareholders of the Fund will indirectly be subject to the fees and expenses of the individual ETFs in which the Fund invests. In addition, the value of commodity-linked ETFs may be affected by changes in overall market movements, commodity index volatility, change in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. The prices of commodity-related ETFs may fluctuate quickly and dramatically and may not correlate to price movements in other asset classes, such as stocks, bonds, and cash.

Commodities Related Investment Risk. Exposure to the commodities markets may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments, commodity-based exchange traded trusts, and commodity-based exchange traded funds and notes may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments.

Preferred Stock Risk. The value of preferred stocks will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred stock will fail to make its dividend payments.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect, and there is no guarantee that individual securities will perform as anticipated.

Regulatory Risk. Changes in the laws or regulations of the United States or other countries, including any changes to applicable tax laws and regulations, could impair the ability of the Fund to achieve its investment objective and could increase the operating expenses of the Fund.

Limited History of Operations. Although the Adviser manages other international and global investment portfolios, the Fund is a newly organized, diversified, open-end management investment company with a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision.

The Fund should only be purchased by investors seeking current income and long-term growth of capital who can withstand the share price volatility of equity and fixed income investing with a focus on securities of any market capitalization.

Performance Information

The bar chart and performance table below provide an indication of the risks of an investment in the Fund by showing how the Fund’s performance for the year, and by showing how the Fund’s average annual return compares with those of a broad measure of market performance. Performance reflects contractual fee waivers in effect. If fee waivers were not in place, performance would be reduced. After-tax returns are shown for Institutional Share Class only and will vary from the after-tax returns for the other share classes. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available by calling 866-260-9549 (toll free) or 312-557-5913.

 

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Annual Return – Institutional Class Shares for the year ended December 31*

 

LOGO

 

Best Quarter:

     9/30/2018        1.62

Worst Quarter:

     12/31/2018        (5.63 )% 

 

* 

The Fund’s fiscal year end is September 30. The Fund’s most recent quarterly return (since the end of the last fiscal year) through December 31, 2018 was (5.63)%.

Average Annual Total Returns for the Periods Ended December 31, 2018

 

      1 Year     Since
Inception^
 

Institutional Class Shares – Before Taxes

     (5.78 )%      (5.16 )% 

Institutional Class Shares – After Taxes on Distributions

     (7.16 )%      (6.52 )% 

Institutional Class Shares – After Taxes on Distributions and Sale of Fund Shares

     (3.31 )%      (4.42 )% 
  

 

 

   

 

 

 

Morgan Stanley Capital International World Index (reflects no deductions for fees or expenses)^*

     (8.71 )%      (6.42 )% 

Bloomberg Barclays US Aggregate Bond Index

    

(reflects no deductions for fees, expenses, or taxes)

     0.01     0.28

ICE BofAML BB-B Global High Yield Constrained Index

    

(reflects no deductions for fees, expenses, or taxes)

     (3.18 )%      (2.53 )% 
  

 

 

   

 

 

 

Class I Shares – Before Taxes

     (5.88 )%      (5.26 )% 

 

^  

The Institutional Class Shares of the JOHCM Global Income Builder Fund commenced operations on November 29, 2017.

* 

Index returns shown are net of withholding taxes.

Portfolio Management

Investment Adviser

The Fund’s investment adviser is J O Hambro Capital Management Limited.

JOHCM (USA) Inc. is the Fund’s investment sub-adviser (the “Sub-Adviser”).

 

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Portfolio Managers

 

Giorgio Caputo

Senior Fund Manager

Length of Service: Since Inception

  

Lale Topcuoglu

Senior Fund Manager

Length of Service: Since Inception

  

Robert Hordon

Senior Fund Manager

Length of Service: Since Inception

Buying and Selling Fund Shares

Minimum Initial Investment

 

Institutional    Class I    Class II

$1,000,000

   No minimum    No minimum

There is no minimum for additional investments.

To Buy or Sell Shares:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, IL 60680-4766

Telephone: 866-260-9549 (toll free) or 312-557-5913

You can buy or sell shares of the Fund on any business day that the Fund is open through your broker or financial intermediary, or by mail or telephone. You can pay for shares by wire.

Dividends, Capital Gains and Taxes

The Fund intends to make distributions that are generally taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. However, you may be subject to tax when you withdraw monies from a tax-advantaged plan.

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), the Fund and its related companies 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 web site for more information.

 

40


ADDITIONAL INFORMATION ON FUND INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS

Investment Objectives

Each Fund, other than the JOHCM International Opportunities Fund and the JOHCM Global Income Builder Fund, seeks long-term capital appreciation. The investment objective of the JOHCM International Opportunities Fund is to achieve long-term total return by investing in a concentrated portfolio of international equity securities. The investment objective of the JOHCM Global Income Builder Fund is to seek a level of current income that is consistent with the preservation and long-term growth of capital in inflation-adjusted terms.

In addition to the investments and strategies described in this prospectus, each Fund also may invest to a lesser extent in other securities, use other strategies, and engage in other investment practices that are not part of its principal investment strategy. These investments and strategies, as well as those described in this prospectus, are described in detail in the Funds’ Statement of Additional Information (“SAI”) (for information on how to obtain a copy of the SAI see the back cover of this prospectus). Of course, there is no guarantee that the Funds will achieve their investment goals.

The investments and strategies described in this prospectus are those that the Funds use under normal conditions. During unusual economic or market conditions, or in the event of sizeable cash flows into or out of a Fund, each Fund may invest up to 100% of its assets in money market instruments and other cash equivalents that would not ordinarily be consistent with its investment objective. If a Fund invests in this manner, it may not achieve its investment objective.

Strategies

Each Fund’s investment policy is non-fundamental and can be changed by the Fund’s Board of Trustees upon 60 days’ prior notice to shareholders.

Each Fund, except the JOHCM International Select Fund and the JOHCM International Opportunities Fund, has a policy to invest, under normal circumstances, at least 80% of the value of its “assets” in certain types of investments suggested by its name (the “80% Policy”). Each Fund’s 80% Policy is described in the Fund Summary section of this prospectus. For purposes of this 80% Policy, the term “assets” means net assets plus the amount of borrowings for investment purposes. A Fund must comply with its 80% Policy at the time the Fund invests its assets. Accordingly, when a Fund no longer meets its 80% Policy requirement as a result of circumstances beyond its control, such as changes in the value of portfolio holdings, it would not have to sell its holdings, but any new investments it makes would need to be consistent with its 80% Policy.

The JOHCM Emerging Markets Opportunities Fund utilizes an investment style with a modest growth tilt (growth at a reasonable price or GARP) over all capitalization ranges. The GARP investment strategy is a blend of growth and value investing and seeks to find companies that have strong earnings growth at a good price. The Fund also employs a combination of top-down and bottom-up research to assess potential investments for the Fund. The Adviser seeks to invest in companies that possess attractive fundamentals and fit with the Adviser’s top-down country views within the emerging markets. The Fund will typically own between 40 and 60 companies that the Adviser believes exhibit strong business models, competitive industry positions, and attractive valuations.

The JOHCM Global Equity Fund and the JOHCM International Select Fund utilize GARP over all capitalization ranges. The GARP investment strategy is a blend of growth and value investing and seeks to find companies that have strong earnings growth at a good price. The Fund seeks those stocks, sectors, and countries with positive earnings surprises, sustainably high or increasing return on equity, and attractive valuations. The Adviser seeks to identify and make investments in U.S. and foreign companies based on a multi-dimensional investment process. The Adviser considers a number of factors including growth, valuation, size momentum, and beta. The investment process utilizes a combination of bottom-up investing and top-down asset allocation and is not benchmark constrained. Bottom-up investing utilizes techniques such as fundamental analysis to assess growth and value potential. In conducting fundamental analysis of companies that are being considered for purchase by the Fund, the management team will evaluate among other things, the financial condition and management of a company, its industry, stability of the country in which the company is headquartered, and the interrelationship of these variables over time. The Adviser may without limitation analyze financial data and other information sources and conduct company interviews. Top-down asset allocation utilizes evaluations of, among other things, economic factors including country risk, sector trends within individual countries and regions, and currency impact.

The JOHCM International Small Cap Equity Fund utilizes a bottom-up, business-focused approach based on careful study of individual companies and their competitive dynamics of the industries in which they participate. The process consists of four stages: (1) initial quantitative screens to identify companies for qualification and further research; (2) intensive research into the businesses of qualified candidates; (3) valuation of securities of potential investments; and (4) construction of a diversified portfolio from the most promising opportunities. The Fund invests in equity securities of small companies based in developed markets outside the U.S. as well as established companies in emerging and frontier markets. The Adviser undertakes fundamental research in an effort to identify companies that are well managed, financially sound, fast growing, and strongly competitive and whose shares are underpriced relative to their intrinsic value. To reduce its volatility, the Fund is diversified across dimensions of geography, industry, currency, and market capitalization.

 

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The Fund will normally invest broadly in equity securities, such as common stocks, preferred stocks, rights, and warrants of small capitalization companies domiciled in the following countries and regions: (1) Europe; (2) the Pacific Rim; (3) Canada and Mexico; and (4) countries with emerging or frontier markets. At least 65% of total assets will be denominated in at least three currencies other than the U.S. Dollar. For purposes of compliance with this restriction, American Depositary Receipts, Global Depositary Receipts, and European Depositary Receipts (collectively, “Depositary Receipts”) will be considered to be denominated in the currency of the country where the securities underlying the Depositary Receipts are traded.

Companies suitable for investment have the following characteristics: (1) good prospects for near- and long-term growth in sales, earnings, and dividends; (2) high-quality management, with a proven record of success and respect for interests of shareholders; (3) financial strength, in terms of free cash flow and available borrowing capacity; and (4) durable competitive advantages that enable them to earn high margins that can be sustained over time.

The JOHCM Asia Ex-Japan Equity Fund, under normal market conditions, will invest at least 80% of its assets in equity securities located in the Asia (ex-Japan) region.

The Fund may also gain exposure to Asia ex-Japan equity securities through investment in exchange traded funds, promissory notes, depositary receipts, equity related warrants, and other instruments that have similar economic characteristics to equity securities such as participatory notes.

The Fund invests a portion of its assets in high quality, growth companies which have strong management teams who recognize the potential to boost returns for shareholders through efficient capital management. These core investments generally represent 75% to 80% of the Fund’s holdings. Because the Adviser understands that companies evolve over time, its research focus also includes value companies and cyclical companies that are restructuring or shifting to a more sustainable quality growth model and are trading at a book value significantly lower (often one standard deviation) than their historical levels. Investments in these companies will generally represent approximately 20% to 25% of the Fund’s holdings.

Currency management is incorporated within the stock selection decision. Currency movements will affect the underlying business performance of some of the companies in which the Adviser invests. These foreign exchange sensitivities are taken into consideration when the Adviser makes its earnings estimates and assesses the risk profile for any particular stock.

The JOHCM Emerging Markets Small Mid Cap Equity Fund invests, under normal conditions, at least 80% of its assets in equity securities such as common stocks, preferred stock, rights, and warrants issued by small- and mid-capitalization companies that are based in emerging markets, including frontier markets. The Fund may invest in securities convertible into such securities (including Depositary Receipts), and investment companies that invest in the types of securities in which the Fund would normally invest. Under normal circumstances, the Fund will hold securities of 70 to 120 companies. Also under normal circumstances, the Fund’s exposure to any one region generally will be no more than two (2) times that in the MSCI Emerging Markets Small Cap Index NR’s (net dividend reinvestment) and the Fund’s exposure to any one sector generally will be no more than two (2) times that in the Index or 20% of the Fund’s assets, whichever is greater. The Fund intends to compare its performance to the Index, but apart from the foregoing general guidelines, the Fund is managed with no restrictions in terms of regional or sector allocation versus the Index. The Fund will sell stocks at the point deemed appropriate by the Adviser regardless of market capitalization.

The Fund also may invest in securities of small capitalization developed markets companies that derive, or are expected to derive, a significant portion of their revenues from their operations in emerging or frontier markets, although under normal circumstances not more than 20% of the Fund’s total assets will be invested in securities of developed markets companies.

Investments are predominantly in common stock, however, the Fund may also purchase depositary receipts (including ADRs, EDRs, and Global Depositary Receipts (“GDRs”), and convertible and non-convertible preferred stock. The Fund also may purchase futures contracts and other derivative contracts, including index derivatives for equities and currencies. The Fund also may invest in physical currencies and spot and forward currency contracts.

The Adviser believes that all markets are subject to some inefficiency often driven by investors with short-term viewpoints. The Fund’s strategy seeks opportunities to take advantage of persistent company and industry trends that other managers with a shorter-term focus may miss. The Adviser builds the Fund’s portfolio primarily from a bottom-up growth philosophy and individual stock selection process, but also considers top-down macroeconomic information in determining sector and country weightings in the portfolio.

Utilizing a disciplined fundamental bottom-up research approach, the Adviser aims to identify inefficiently priced smaller-capitalization companies that demonstrate the following positive characteristics: (1) niche players with little competition and high margins; (2) fast growing, flexible and responsive to changes; (3) able to achieve incremental gains in market share; and (4) success is strongly influenced by management.

 

42


The JOHCM US Small Mid Cap Equity Fund invests, under normal conditions, at least 80% of its assets in U.S. equity securities with small and medium market capitalizations. The Fund may also invest up to 10% of its total assets in ADRs. ADRs are designed for use in U.S. securities markets, and represent an interest in the right to receive securities of non-U.S. issuers deposited in a U.S. bank. Under normal circumstances, the Fund will hold securities of 45 to 60 companies. The Fund will sell stocks at the point deemed appropriate by the Adviser regardless of market capitalization.

The Fund may invest in ETFs in order to “equitize” cash balances by gaining exposure to relevant equity markets. Cash is equitized when it is invested in instruments, such as ETFs, that expose it to the equity markets, and the returns possible in the equity markets, while maintaining the liquidity provided by cash.

The Adviser manages the Fund using a team-managed strategy that focuses on specialization across the equity markets and throughout the investment process. The Adviser uses a fundamental, bottom-up research approach to identify companies that the Adviser believes present the greatest investment opportunities. The Fund’s sector weightings are a residual consequence of this bottom-up stock picking process.

Investments are predominately in common stock, however, the Fund may hedge the portfolio by using futures and forward contracts, options, swaps, and other similar instruments.

The JOHCM International Opportunities Fund is a high conviction, benchmark-agnostic stock picking fund that invests in both developed and emerging markets. The Fund utilizes a long-term investment strategy focused on identifying companies that are capable of producing compounding growth over the long term.

The Adviser aims to identify companies with long term competitive advantages which allow intrinsic value to be estimated with confidence, on the basis of their long term cash flows. The Adviser seeks to invest in well-managed companies with strong balance sheets, able to generate cash flows and reinvest wisely to create sustainable, compounding returns. The Fund will typically own less than 50 holdings.

A key risk to investors is permanent impairment of capital. This is usually a result of holding overvalued assets. Therefore the Adviser maintains a strict valuation discipline to make sure assets are only bought when they are attractively valued, in absolute terms with reference to their intrinsic value. At the same time overvalued shares in the portfolio are identified and sold. This requires an ability to sell to cash, without necessarily having anything to buy with the proceeds. The Adviser may therefore hold up to 20% of its net assets in cash and cash equivalents such as U.S. government Treasury bills, bank certificates of deposit, bankers’ acceptances, corporate commercial paper, and other money market instruments during periods when there are more assets to sell than to buy.

The JOHCM Global Income Builder Fund, as part of its secondary investment strategy, may invest in exchange-traded and over-the-counter derivative instruments, including interest rate, credit, index, and currency futures; currency, interest rate, total rate of return, and credit default swaps; currency, bond, and swap options; deliverable and non-deliverable currency forward contracts; bonds for forward settlement; options, including buying and selling puts and calls; and equity-linked notes. The Fund may also use such hedging and derivative instruments for non-hedging purposes in pursuit of the Fund’s investment objective.

In order to estimate the intrinsic value of a business, the Adviser will assess the overall quality of the business, including the competitive advantages that it enjoys, such as economies of scale, customer captivity, and access to scarce resources. The Adviser will also consider a variety of other factors, such as the strength of the issuer’s balance sheet and the quality of its management team.

The margin of safety-based approach is common to both equity and debt investments, as the Adviser requires a similar buffer when lending to an issuer through the purchase of its debt securities. In this regard, a margin of safety can be viewed as similar to a “loan-to-value” ratio relative to the underlying business’s intrinsic value. As a result, the assessment of a debt instrument for purchase will require a similar business quality evaluation as described above. In addition, the wherewithal and willingness of the issuer to pay interest and repay principal are key considerations, leading to a focus on cash generation and its historical uses as well as the potential liquidation value of the underlying business.

The “seniority” of the debt instrument relative to other claims on the issuer’s assets and business is also central to investment decisions. The Adviser will, in general, prefer debt instruments that are: directly secured by pledges of collateral; senior to other debt instruments structurally, for instance by being issued at the level of a subsidiary that holds valuable assets; or senior “chronologically” by maturing in advance of significant additional indebtedness. However, the Fund may invest in debt issues where some or all of these characteristics are not present, if the Adviser believes that the security is significantly undervalued and offers exceptional return potential or if a substantial margin of safety exists.

 

43


In general, the decision to allocate incremental capital to a security in one asset class versus another is based on a bottom-up assessment of the relative merits of the specific security being considered for investment as opposed to a top-down down view of asset class returns or macroeconomic predictions. Comparing securities across asset classes is a complex and multi-faceted task and the Adviser relies on both quantitative and qualitative assessments to determine which investments, in its opinion, provide the best risk-reward profile and/or render the portfolio more resilient.

Investment Risks

Any investment in the Funds is subject to investment risks, including the possible loss of the principal amount invested. Below is a more detailed discussion of the principal risks outlined in the Fund Summary Section of this Prospectus.

Asset Allocation Risk. The risk that if the Fund’s strategy for allocating assets among different asset classes does not work as intended, the Fund may not achieve its objective or may underperform other funds with similar investment strategies.

Equity Securities Risk. Equity securities include public and privately issued equity securities, common and preferred stocks, warrants, rights to subscribe to common stock, and convertible securities, as well as derivative instruments that attempt to track the price movement of equity indices. In general, investments in equity securities and equity derivatives are subject to market risks that may cause their prices to fluctuate over time. The value of securities convertible into equity securities, such as warrants or convertible debt, is also affected by prevailing interest rates, the credit quality of the issuer and any call provision. Fluctuations in the value of equity securities in which a mutual fund invests will cause a Fund’s net asset value to fluctuate. Historically, the equity markets have moved in cycles, and the value of a Fund’s equity securities may fluctuate drastically from day-to-day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. An investment in a portfolio of equity securities may be more suitable for long-term investors who can bear the risk of these share price fluctuations.

Equity-Linked Instruments Risk. There is a risk that, in addition to market risk and other risks of the referenced equity security, the Fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the Fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the Fund’s investment.

Foreign Investment Risk (including ADRs). Securities markets outside the U.S., while growing in volume, have for the most part substantially less volume than U.S. markets, and many securities traded on these foreign markets are less liquid and their prices are more volatile than securities of comparable U.S. companies. In addition, settlement of trades in some non-U.S. markets is much slower and more subject to failure than in U.S. markets. Other risks associated with investing in foreign securities include, among other things, imposition of exchange control regulation by the U.S. or foreign governments, U.S. and foreign withholding taxes, limitations on the removal of funds or other assets, policies of governments with respect to possible nationalization of their industries, and economic or political instability in foreign nations. There may be less publicly available information about certain foreign companies than would be the case for comparable companies in the U.S. and certain foreign companies may not be subject to accounting, auditing, and financial reporting standards and requirements comparable to or as uniform as those of U.S. companies.

Emerging and Frontier Market Risk. Each of the Funds, except the JOHCM US Small Mid Cap Equity Fund invests in equity securities of companies located in emerging market and frontier countries. Investing in emerging market securities involves risks which are in addition to the usual risks inherent in foreign investments. Some countries with emerging securities markets have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. Moreover, the economies of some countries may differ favorably or unfavorably from the U.S. economy in such respects as rate of growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency, number and depth of industries forming the economy’s base, condition and stability of financial institutions, governmental controls, and investment restrictions that are subject to political change and balance of payments position. Further, the Fund may face greater difficulties or restrictions with respect to investments made in emerging markets countries than in the United States. Satisfactory custodial services may not be available in some emerging markets countries, which may result in the Fund incurring additional costs and delays in the transportation and custody of such securities. A sub-set of emerging markets, frontier markets, are less developed than other emerging markets and are the most speculative. They have the least number of investors and may not have a stock market on which to trade. Most frontier markets consist chiefly of stocks of financial, telecommunications, and consumer companies that count on monthly payments from customers. Investments in this sector are typically illiquid, nontransparent, and subject to very low levels of regulation and high transaction fees. Frontier market investments may be subject to substantial political and currency risk. The risk of investing in frontier markets can be increased due to government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures imposed or negotiated by frontier market countries or their trading partners; and the relatively new and unsettled securities laws in many frontier market countries. These risks can result in the potential for extreme price volatility.

 

44


Currency Risk. A significant portion of a Fund’s assets may be denominated in foreign (non-U.S.) currencies. There is the risk that the value of such assets and/or the value of any distributions from such assets may decrease if the currency in which such assets are priced or in which they make distributions falls in relation to the value of the U.S. dollar. Some emerging markets countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. A Fund is not required to hedge its foreign currency risk, although it may do so through foreign currency exchange contracts and other methods. Therefore, to the extent a Fund does not hedge its foreign currency risk, or the hedges are ineffective, the value of a Fund’s assets and income could be adversely affected by currency exchange rate movements.

Derivatives Risk. A derivative is a contract with a value based on the performance of an underlying financial asset, index, or other measure. The types of derivatives that might be used within the JOHCM US Small Mid Cap Equity Fund and JOHCM Global Income Builder Fund may include futures and forward contracts, options, swaps, and other similar instruments. The use of derivative contracts may involve risks different from, or greater than, the risks associated with investing in more traditional investments, such as stocks and bonds. These risks include: (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) the risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate, or index. Derivatives can be complex and may perform in ways unanticipated by the Adviser. Derivatives may be volatile and a Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price.

Hedging Risk. The JOHCM Global Income Builder Fund may invest in hedging assets. Hedging is a strategy in which the Fund uses a derivative or other security to offset certain risks associated with other Fund holdings or to render the portfolio more resilient to market fluctuations. There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective. The Fund is not required to use hedging and may choose not to do so.

Small-Cap and Mid-Cap Company Risk. Small- and mid-capitalization companies may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small- and mid-capitalization companies may have limited product lines, markets, and financial resources, and may depend upon a relatively small management group. These companies may experience higher growth rates and higher interest rates than larger capitalization companies. Therefore, small- and mid-cap stocks may be more volatile than those of larger companies. Small cap securities may be traded over the counter or listed on an exchange and it may be harder to sell the smallest capitalization company stocks, which can reduce their selling prices. Smaller capitalization companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have a floating interest rate.

Geographic Concentration Risk. From time to time a Fund’s investment may be concentrated in a particular geographic region. The value of the investments of a Fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political, and other developments affecting the fiscal stability of that location, and conditions that negatively impact that location will have a greater impact on the Fund as compared with a fund that does not have its holdings similarly concentrated. Events negatively affecting such location are therefore likely to cause the value of a Fund’s shares to decrease, perhaps significantly.

Participatory Notes Risk. Participatory notes are equity access products structured as debt obligations issued by banks or broker-dealers that are designed to replicate the performance of certain issuers and markets where direct investment is either impossible or difficult due to local restrictions. The performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the notes will not fulfill its contractual obligation to complete the transaction with a Fund.

Some participatory notes may be considered illiquid and, therefore, will be subject to a Fund’s percentage limitation for investments in illiquid securities. The Funds may take long or short positions in participatory notes.

Convertible Securities Risk. Convertible securities subject the Fund to the risks associated with both fixed-income securities and equity securities. If a convertible security’s investment value is greater than its conversion value, its price will likely increase when interest rates fall and decrease when interest rates rise. If the conversion value exceeds the investment value, the price of the convertible security will tend to fluctuate directly with the price of the underlying equity security.

Preferred Stock Risk. A Fund may invest in preferred stock. The value of preferred stocks will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred stock will fail to make its dividend payments.

Management Risk. The Adviser’s judgments about the attractiveness, value, and potential appreciation of particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Adviser’s judgment will produce the desired results.

 

45


Investment Company Risk. If a Fund invests in shares of another investment company, shareholders will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. The Fund also will incur brokerage costs when it purchases ETFs and closed-end funds. Furthermore, investments in other funds could affect the timing, amount, and character of distributions to shareholders and therefore may increase the amount of taxes payable by investors in the Fund.

ETF Risk. The JOHCM Global Income Builder Fund and the JOHCM US Small Mid Cap Equity Fund may invest in ETFs. ETFs may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. In addition, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities, or the number of securities held. Shareholders of the Fund will indirectly be subject to the fees and expenses of the individual ETFs in which the Fund invests.

In the case of the JOHCM Global Income Builder Fund and the JOHCM US Small Mid Cap Equity Fund, the value of commodity-linked ETFs may be affected by changes in overall market movements, commodity index volatility, change in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. The prices of commodity-related ETFs may fluctuate quickly and dramatically and may not correlate to price movements in other asset classes, such as stocks, bonds, and cash. ETFs may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses.

Commodities Related Investments Risk. Exposure to the commodities markets may subject the JOHCM Global Income Builder Fund to greater volatility than investments in traditional securities. The commodities markets have experienced periods of extreme volatility, which may cause rapid and substantial changes in the value of the Fund’s holdings. The value of commodity related securities and commodity-linked derivative investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, lack of liquidity, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political, regulatory and market developments, as well as the participation in the commodities markets of speculators.

Fixed Income Risk. The JOHCM International Small Cap Equity Fund and JOHCM Global Income Builder Fund may invest in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. Fixed income securities with greater interest rate sensitivity and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value. Usually, changes in the value of fixed income securities will not affect cash income generated, but may affect the value of your investment.

Credit Risk. The JOHCM International Small Cap Equity Fund and JOHCM Global Income Builder Fund may invest in debt securities. An issuer of debt securities may fail to make interest payments or repay principal when due, in whole or in part. Changes in an issuer’s financial strength or in a security’s credit rating may affect a security’s value.

High Yield (Junk Bond) Investments Risk. The JOHCM Global Income Builder Fund may invest in high yield securities, also known as “junk bonds.” The securities are not investment grade and are generally considered speculative because they present a greater risk of loss than higher quality debt securities. These lower-rated or defaulted debt securities may fluctuate more in price, and are less liquid than higher-rated securities because issuers of such lower-rated debt securities are not as strong financially, and are more likely to encounter financial difficulties and be more vulnerable to adverse changes in the economy.

Portfolio Turnover Risk. A Fund may sell its portfolio securities, regardless of the length of time that they have been held, if the Adviser determines that it would be in the Fund’s best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Adviser’s control. These transactions will increase the Fund’s “portfolio turnover.” A 100% portfolio turnover rate would occur if all of the securities in the Fund were replaced during the annual measurement period. High turnover rates generally result in higher brokerage costs to the Fund, may result in higher amounts of taxable distributions to shareholders each year and higher effective tax rates on those distribution amounts, and may reduce the Fund’s returns.

Value Investing Risk. Value securities are securities of companies that may have experienced adverse business, industry, or other developments or may be subject to special risks that have caused the securities to be out of favor and, in turn, potentially undervalued. It may take longer than expected for the value of such securities to rise to the anticipated value, or the value may never do so.

 

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Regulatory Risk. Changes in the laws or regulations of the United States or other countries, including any changes to applicable tax laws and regulations, could impair the ability of a Fund to achieve its investment objective and could increase the operating expenses of the Fund.

Sector Risk. Sector concentration risk is the possibility that securities within the same sector will decline in price due to sector-specific market or economic developments. If a Fund invests more heavily in a particular industry sector, the value of its shares may be especially sensitive to factors and economic risks that specifically affect that sector. As a result, a Fund’s share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of sectors. Additionally, some sectors could be subject to greater government regulation than other sectors. Therefore, changes in regulatory policies for those sectors may have a material effect on the value of securities issued by companies in those sectors.

Limited History of Operations. The JOHCM Global Income Builder Fund is a newly organized, diversified, open-end management investment company with a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision.

Portfolio Holdings Disclosure

A description of the Funds’ policies and procedures with respect to the disclosure of the portfolio holdings is available in the SAI.

Cybersecurity

The computer systems, networks, and devices used by the Funds and their 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 Funds and their 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 Funds’ business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate its NAV; impediments to trading; the inability of the Funds, 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.

Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Funds invest; counterparties with which the Funds engage in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for the Funds’ shareholders); and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future.

MANAGEMENT OF THE FUNDS

Investment Adviser

J O Hambro Capital Management Limited (“JOHCM” or the “Adviser”) serves as the investment adviser to the Funds. The Adviser is organized under the laws of England and Wales and was launched in 1993. The Adviser’s principal place of business is Level 3, 1 St. James’s Market, London SW1Y 4AH, United Kingdom. The Adviser is an investment adviser registered with the Securities and Exchange Commission in the U.S. under the Investment Advisers Act of 1940, as amended. As adviser to the Funds, subject to the Board of Trustees’ supervision, JOHCM continuously reviews, supervises, and administers each Fund’s investment program. JOHCM also ensures compliance with each Funds’ investment policies and guidelines. For its services, the Adviser is entitled to a management fee, as set forth below, which is calculated daily and paid monthly based on the average daily net assets of each Fund. As of December 31, 2018, JOHCM had approximately $35.2 billion in assets under management and advisement.

 

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During the fiscal year ended September 30, 2018, the Adviser received an annual advisory fee from each Fund as follows:

 

Fund    Management Fee (as percentage of average daily net assets)

JOHCM Emerging Markets Opportunities Fund

   1.05%

JOHCM Global Equity Fund

   0.95%

JOHCM International Select Fund

   0.89%

JOHCM International Small Cap Equity Fund

   1.05%

JOHCM Asia Ex-Japan Equity Fund

   1.09%

JOHCM US Small Mid Cap Equity Fund

   0.85%

JOHCM Emerging Markets Small Mid Cap Equity Fund

   1.30%

JOHCM International Opportunities Fund

   0.75%

JOHCM Global Income Builder Fund

   0.67%

Investment Sub-Adviser

JOHCM (USA) Inc. (the “Sub-Adviser” or “JOHCM USA”) serves as the investment sub-adviser to the JOHCM International Small Cap Equity Fund, the JOHCM US Small Mid Cap Equity Fund, and the JOHCM Global Income Builder Fund. The Sub-Adviser’s principal place of business is 53 State Street, 13th Floor Boston, MA, 02109. The Sub-Adviser is an investment adviser registered with the Securities and Exchange Commission in the U.S. under the Investment Advisers Act of 1940, as amended. As Sub-Adviser, JOHCM USA makes investment decisions for the Fund and also ensures compliance with the Fund’s investment policies and guidelines. For its services, the Sub-Adviser is paid an annual fee by the Adviser as follows:

 

Fund    Management Fee (as percentage of average daily net assets)

JOHCM International Small Cap Equity Fund

   1.05%

JOHCM US Small Mid Cap Equity Fund

   0.85%

JOHCM Global Income Builder Fund

   0.67%

Disclosure regarding the basis for the Board of Trustees’ approval of the Investment Advisory Agreement between the Adviser and each of the Funds and the approval of the Investment Sub-Advisory Agreement between the Adviser and JOHCM (USA) Inc. with respect to the JOHCM International Small Cap Equity Fund, the JOHCM US Small Mid Cap Equity Fund, and the JOHCM Global Income Builder Fund is available in the Funds’ annual report to shareholders for the period ended September 30, 2018.

Portfolio Management

The Funds are managed using a team-based approach. Each of the Funds is managed by one or more investment professionals and may be supported by analysts. The members of the Funds’ management teams, and the name of the Fund each is responsible for the day-to-day management of, are listed below.

Christopher J.D. Lees, CFA

Senior Fund Manager

JOHCM Global Equity Fund

JOHCM International Select Fund

Christopher Lees joined JOHCM in September 2008. Christopher is the Senior Fund Manager for the Funds’ Global and EAFE strategies. Before deciding to join JOHCM, Christopher spent more than 19 years at Baring Asset Management, most recently as Head of the firm’s Global Sector Teams. In addition to this role, Chris was Baring’s Lead Global High Alpha Manager and Lead Manager for the EAFE portfolios. Previously, he held positions as Senior Portfolio Manager, US Equity Team in Boston and as an Analyst in the UK Stock Selection as well as the firm’s Global Asset Allocation team. Chris is a CFA charterholder and holds a BSc with Honours in Geography from London University, England and has lived and worked in the US, Europe, and Asia.

Nudgem Richyal, CFA

Senior Fund Manager

JOHCM Global Equity Fund

JOHCM International Select Fund

Nudgem Richyal joined JOHCM in June 2008. Nudgem is a Fund Manager for the Funds’ Global and International/EAFE strategies. Prior to joining JOHCM, Nudgem spent more than seven years at Baring Asset Management (working closely with Christopher Lees), as an Investment Director within the Global Equity Group and investment manager of one of the largest Latin American funds in London (US $1.25 billion as of February, 2008). Further responsibilities included the construction of a soft commodities portfolio and the development of global sector strategies. Before Baring, he worked at Hill Samuel Asset Management London for one year. Nudgem is a CFA charterholder and holds a First Class BSc Honours Degree in Chemistry from the University of Manchester, England. Nudgem was voted FN100 Rising Star 2007 by efinancial news.

 

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James Syme, CFA

Senior Fund Manager

JOHCM Emerging Markets Opportunities Fund

James Syme joined JOHCM in May 2011. James is Senior Fund Manager for the JOHCM Global Emerging Markets Opportunities strategy. Prior to joining JOHCM, James spent five years at Baring Asset Management (“Baring”) as the Head of Global Emerging Market Equities. At Baring, he and his colleague Paul Wimborne managed the Baring Global Emerging Markets Fund and thirteen other funds and segregated mandates with peak assets under management of over $4 billion. James previously worked at SG Asset Management for nine years as a portfolio manager and as Head of Global Emerging Markets. Previously, James was a portfolio manager at Henderson Investors and an analyst at H Clarkson. James is a CFA charterholder and holds a BA Honours Degree in Geography from the University of Cambridge, England.

Paul Wimborne

Senior Fund Manager

JOHCM Emerging Markets Opportunities Fund

Paul Wimborne joined JOHCM in April 2011. Paul is Fund Manager for the JOHCM Global Emerging Markets Opportunities strategy. Prior to joining JOHCM, Paul spent over four years at Baring Asset Management (“Baring”) as an investment manager in the Global Emerging Markets team led by James Syme. At Baring, Paul was lead or deputy manager for fourteen emerging markets mandates with peak assets under management of over $4 billion. He previously worked at Insight Investment for three years as a fund manager in the Emerging Markets & Asia team and for five years in the Emerging Markets team at Rothschild Asset Management. Paul holds a BSc Honours Degree in Management and Chemical Sciences from the University of Manchester Institute of Science and Technology, England and is an affiliate member of the CFA.

Robert Cresci

Senior Fund Manager

JOHCM International Small Cap Equity Fund

Robert Cresci joined JOHCM in February 2013. Robert is a Senior Fund Manager for the JOHCM International Small Cap Equity Fund and has 27 years industry experience. Prior to joining JOHCM, Robert was most recently employed as Lead Portfolio Manager at Harding Loevner where he launched and managed an international small cap equity strategy in December 2006. Prior to December 2006, Robert’s roles have included Principal at London-based Arethusa Asset Management LLP from July 2005 – November 2006 and Senior Portfolio Manager at Sagitta Asset Management from January 1997 – July 2005, managing international small and mid-cap portfolios. Robert holds a BA in Statistical Mathematics from Boston College University, MA along with an MBA in Finance from Fordham University, NY.

Samir Mehta, CFA

Senior Fund Manager

JOHCM Asia Ex-Japan Fund

Samir Mehta joined JOHCM in May 2011 as the Senior Fund Manager of the JOHCM Asia Ex-Japan strategy. Prior to joining JOHCM, Samir was a Partner and CIO in a firm specializing in Asian equities, Silver Metis Capital Management Pte Ltd. He was previously at Lloyd George Management (LGM) where he worked from 1998 to 2007, serving as Chief Investment Officer (CIO) during the latter part of his tenure. At LGM, he was lead manager for a range of institutional Asia Pacific mandates valued at over $5 billion at peak asset levels. Samir was also responsible for the LGM investment process and managed a team of 20 investment professionals. Samir is a CFA charterholder and holds a BCom from Bombay University.

Cho-Yu Kooi, CFA

Senior Fund Manager

JOHCM Asia Ex-Japan Fund

Cho-Yu Kooi joined JOHCM in May 2011 as the Senior Fund Manager of the JOHCM Asia Ex-Japan strategies. Prior to joining JOHCM, Cho-Yu was a Portfolio Manager at Silver Metis Capital Management Pte Ltd. She previously worked at Lloyd George Management from 2001 to 2008 as a Portfolio Manager, where she managed the Lloyd George Asian Smaller Companies Fund, the Siam Recovery Fund and several institutional accounts valued at over $1 billion at the peak. She had also worked at UBS and DBS Asset Management for close to eight years. Cho-Yu is a CFA charterholder and graduated from the London School of Economics with first class BSc (Hons) in Economics.

 

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Emery Brewer

Senior Fund Manager

JOHCM Emerging Markets Small Mid Cap Equity Fund

Emery Brewer is Senior Fund Manager of the JOHCM Emerging Markets Small Cap strategy and joined JOHCM in March 2010, following a brief retirement from 2008 to 2010. He has over 15 years of experience in Emerging Markets equity fund management, gained while working at Driehaus Capital Management from 1997 to 2007. In December 1997, Emery founded the Driehaus Capital Management Emerging Markets Growth Fund which he managed for ten years until he left Driehaus in December 2007. In 1998, he founded the Driehaus International Discovery Fund. Prior to this, he was an analyst and manager for the Driehaus East Europe Fund. Emery has a BSc in Economics from the University of Utah and a MBA from the University of Rochester.

Dr. Ivo Kovachev

Senior Fund Manager

JOHCM Emerging Markets Small Cap Equity Fund

Dr. Ivo Kovachev is Senior Fund Manager of the JOHCM Emerging Small Cap Markets strategy and joined JOHCM in March 2010, following a brief sabbatical from 2008 to 2010. Prior to joining JOHCM, Ivo worked at Kinsale Capital Management from 2005 to 2008, where he was Chief Investment Officer. Prior to this role, he spent ten years at Driehaus Capital Management, from 1995 to 2005, most recently as Fund Manager for Driehaus European Opportunity Fund. Together with Emery Brewer, Ivo co-managed the Driehaus International Discovery Fund from 2002 to 2005. During his tenure with Driehaus Capital Management, he also contributed to the Emerging Markets Growth investment process for many years. From 1995 to 1998, Ivo worked on and then managed the Driehaus East Europe Fund. Ivo holds a MEng in Management Information Systems from the Prague School of Economics, MSc in Technology and Innovation Management from the University of Sussex. In addition, he holds a PhD in Industrial and Development Policy. Ivo is also a Fulbright Scholar, having attended the Thunderbird School of Global Management in Arizona (USA).

Stephen Lew, CFA

Fund Manager

JOHCM Emerging Markets Small Mid Cap Equity Fund

Stephen Lew joined JOHCM in September 2013 and is Senior Fund Manager of the JOHCM Emerging Markets Small Cap strategy. He has over 15 years’ experience in Emerging Markets equity fund management. Prior to joining JOHCM, from 2010 to 2012, Stephen was a Senior Portfolio Manager for Artio Global Investors. At Artio, he was responsible for managing the Asia ex-Japan sleeve of Artio International Equity Fund, Artio International Equity Fund II, and separately managed accounts. From 2005 to 2010, Stephen was the Senior Asia ex-Japan Analyst at Janus Capital Group. Between 1999 and 2005 he worked at Driehaus Capital Management along-side Emery Brewer and Ivo Kovachev as the Asia ex-Japan Analyst. Stephen has a BA in Business Economics and Japanese from the University of California, an MBA with concentration in Finance from the University of Chicago, Graduate School of Business, a Certified Public Accountant and a CFA charterholder. He is a native Mandarin and conversational Japanese speaker.

Thorsten Becker

Senior Fund Manager

JOHCM US Small Mid Cap Equity Fund

Thorsten Becker joined JOHCM in July 2014. Thorsten is Senior Fund Manager for the JOHCM US Small-Mid Cap Equity strategy. He previously served as a portfolio manager at Pyramis Global Advisors, a unit of Fidelity Investments. In this role, he managed the global financial sector portfolio. Before the formation of Pyramis in 2005, Thorsten worked in the same role with Fidelity Investment’s institutional equity group. Since January 2004, he has managed the financials and telecommunications sectors of team-managed large cap, small/mid cap, and 130/30 strategies. Thorsten served as an equity analyst in Fidelity’s London office from 2000 to 2003, covering the securities of European banks, emerging market financial companies, and European business services firms. Prior to that, he covered Latin American equities, researching the retail, metals & mining, and utilities sectors while based in Fidelity’s Boston office from 1996 to 2000. He has more than 18 years’ investment industry experience.

Arun Daniel

Senior Fund Manager

JOHCM US Small Mid Cap Equity Fund

Arun Daniel joined JOHCM in July 2014. Arun is a Senior Fund Manager on the JOHCM US Small and Mid Cap Equity strategy. He previously served as a portfolio manager at Pyramis Global Advisors, a unit of Fidelity Investments. In this role, he managed the global consumer sector portfolio. Prior to assuming his current role in 2007, Arun was vice president and sector head for the consumer sector at ING Investment Management, North America, managing growth, value, and 130/30 portfolio strategies. He was a senior equity analyst and portfolio manager for the consumer sector of a hedge fund portfolio at Principled Capital Group, and had responsibility for fundamental sector research in the entertainment, gaming, lodging, leisure, and retail sectors. Arun has also served in senior management roles in the entertainment, retail, and resort divisions at Walt Disney Company. He has more than 13 years’ experience in the investment industry and 24 years’ experience related to the consumer sector.

 

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Vincent Rivers

Senior Fund Manager

JOHCM US Small Mid Cap Equity Fund

Vincent Rivers joined JOHCM in July 2014. Vincent is a Senior Fund Manager on the JOHCM US Small and Mid Cap Equity strategy. He previously served as a portfolio manager at Pyramis Global Advisors, a unit of Fidelity Investments from 2010 to 2013. In this role, he managed the global information technology and telecom sector portfolios. Vince joined Pyramis in 2006 as a research analyst focusing on the Telecom sector until 2010. Prior to joining Pyramis, he was a portfolio analyst at Wellington Management Company, LLP from 2004 to 2006. He also has served as an equity research analyst at Fidelity from 2000 to 2004 and, as a portfolio manager of the Fidelity Select Paper and Forest Products Fund from 2001 to 2004. He also has held positions at Fleet and BayBanks in Boston. He has 17 years’ experience in the financial services and investment industries.

Ben Leyland, CFA

Senior Fund Manager

JOHCM International Opportunities Fund

Ben Leyland joined JOHCM in 2006 as an analyst and was subsequently promoted to Fund Manager for the JOHCM UK Opportunities Fund. Since 2012, Ben has been the Senior Fund Manager of the JOHCM Global Opportunities strategy. He was previously at Schroder Investment Management as a financial analyst in their Pan-European equity research department. Ben is a CFA charterholder and holds a MA (Hons) in History from the University of Cambridge.

Robert Lancastle, CFA

Fund Manager

JOHCM International Opportunities Fund

Robert Lancastle joined JOHCM in 2012 as an analyst and since July 2015 has been a Fund Manager for the Global Opportunities Fund. Prior to joining JOHCM, Robert worked for Orbis Investment Advisory from 2008 to 2011 as an Equity Analyst for the Orbis Global Equity strategy, focused on the retail, media, technology, oil & gas, and insurance sectors. Previously, Robert worked as a math and physics teacher at Wellington College. Robert holds a BEng and MEng from Cambridge University and is a CFA charterholder.

Giorgio Caputo

Senior Fund Manager

JOHCM Global Income Builder Fund

Giorgio Caputo joined JOHCM USA in August 2017. Giorgio is a Senior Fund Manager and Head of JOHCM’s Multi-Asset Team. Prior to joining JOHCM USA, Giorgio spent seven years as a Portfolio Manager and Investment Analyst at First Eagle Investment Management (“First Eagle”), where he co-managed the First Eagle Global Income Builder Fund. Prior to First Eagle, Giorgio was a Managing Director and Industry Generalist Investment Analyst at JANA Partners LLC, a value and event-driven hedge fund, and an Investment Banking Associate at Credit Suisse First Boston. Before graduate school, he was a Quantitative Analyst and the Interest Rate Trader for the Equity Derivatives Group at Lehman Brothers. He has a BS in Operations Research, with minors in German Literature, Italian Literature, and Applied and Computational Mathematics, from Princeton University, as well as an MBA in Finance with Honours from Columbia Business School. Giorgio speaks fluent German and Italian.

Lale Topcuoglu

Senior Fund Manager

JOHCM Global Income Builder Fund

Lale Topcuoglu joined JOHCM USA in August 2017. Lale is a Senior Fund Manager and Head of Credit for JOHCM’s Multi-Asset Team. Prior to joining JOHCM, she was the Global Head of Alternative Corporate Credit and the portfolio manager for corporate credit exposures in multi-asset class fixed income and equity commingled Income Builder portfolios at Goldman Sachs Asset Management (“GSAM”). Her previous roles at GSAM included co-head of Global investment Grade and Senior Analyst on the Bank Loan team. She started her career as a sell-side research analyst in 1999 at GSAM, covering Cable, Satellite, and Wireless Towers Sectors in both credit and equity research. She was named Managing Director in 2010. Lale earned a BA in Economics and Politics, cum laude, from Mount Holyoke College.

 

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Robert Hordon, CFA

Senior Fund Manager

JOHCM Global Income Builder Fund

Robert Hordon joined JOHCM USA in October 2017. Robert is a Senior Fund Manager for JOHCM’s Multi Asset team. Prior to joining JOHCM USA, he was most recently a Portfolio Manager and Senior Analyst at First Eagle Investment Management, where he co-managed the First Eagle Global Income Builder Fund. He joined First Eagle in 2001 as a Risk Arbitrage Analyst and moved to the firm’s Global Value team in 2008. Before graduate school he was a Research Associate in the Equity Research Department of Credit Suisse First Boston. Robert has a BA in Politics from Princeton University, with a Certificate in Political Theory, and an MBA from Columbia Business School. He also holds the Chartered Financial Analyst (CFA) designation.

The Statement of Additional Information provides additional information about each portfolio manager’s compensation structure, other accounts managed, and ownership of securities of the Funds.

Administrator, Transfer Agent, Custodian, and Distributor

The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, serves as the Funds’ Administrator and Fund Accounting Agent, Transfer Agent, and Custodian. Foreside Fund Officer Services, LLC, 690 Taylor Road, Suite 210, Gahanna, Ohio 43230, provides compliance services and financial controls services to the Funds. Foreside Financial Services, LLC (“Distributor”), 3 Canal Plaza, Suite 100, Portland, Maine 04101, distributes shares of the Funds.

YOUR ACCOUNT

Pricing Your Shares

When you buy and sell shares of a Fund, the price of the shares is based on the Fund’s net asset value per share (“NAV”) next determined after the order is received.

Calculating the Fund’s NAV

The NAV is calculated at the close of trading of the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time (“ET”)/3:00 p.m. Central time (“CT”), on each day that the NYSE is open for business. The NYSE is closed on the following days: Saturdays and Sundays; U.S. national holidays including New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Your order to purchase or sell shares is priced at the next NAV calculated after your order is received in good order by the Fund or a financial intermediary. Only purchase orders received in good order by the Funds before 4:00 p.m. ET/3:00 p.m. CT will be effective at that day’s NAV. On occasion, the NYSE will close before 4:00 p.m. ET/3:00 p.m. CT. When that happens, purchase requests received by the Funds or a financial intermediary after the NYSE closes will be effective the following business day. The NAV of a Fund may change every day.

A purchase, redemption, or exchange request is considered to be “in good order” when all necessary information is provided and all required documents are properly completed, signed, and delivered. Requests must include the following:

 

   

The account number (if issued) and Fund name;

 

   

The amount of the transaction, in dollar amount or number of shares;

 

   

For redemptions and exchanges (other than telephone or wire redemptions), the signature of all account owners exactly as they are registered on the account;

 

   

Required signature guarantees, if applicable; and

 

   

Other supporting legal documents and certified resolutions that might be required in the case of estates, corporations, trusts and other entities or forms of ownership. Call 866-260-9549 (toll free) or 312-557-5913 for more information about documentation that may be required of these entities.

Additionally, a purchase order initiating the opening of an account is not considered to be in “good order” unless you have provided all information required by the Funds’ “Customer Identification Program” as described below.

Valuing the Funds’ Assets

The market value of a Fund’s investments is determined primarily on the basis of readily available market quotations. Each Fund generally uses pricing services to determine the market value of securities. Foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate of such currencies against the U.S. dollar as provided by an approved independent pricing service.

If market quotations for a security are not available or market quotations or a price provided by a pricing service do not reflect fair value, or if an event occurs after the close of trading on the domestic or foreign exchange or market on which the security is

 

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principally traded (but prior to the time the NAV is calculated) that materially affects fair value, the Fair Value Committee, established by the Board of Trustees, will value a Fund’s assets at their fair value according to policies approved by the Board of Trustees. For example, if trading in a portfolio security is halted and does not resume before a Fund calculates its NAV, the Fair Value Committee may need to price the security using the Funds’ fair value pricing guidelines.

In addition, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time when the exchange on which they are traded closes and the time when the NAV is calculated. The Fund identifies possible fluctuations in international securities by monitoring the increase or decrease in the value of a designated benchmark index. In the event of an increase or decrease greater than predetermined levels, a Fund may use a systematic valuation model provided by an independent third-party pricing service to fair value its international equity securities.

Without a fair value price, short-term investors could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Foreign markets in which a Fund buys securities may be open on days the U.S. markets are closed, causing a Fund’s NAV to change even though the Fund is closed. While fair valuation of a Fund’s portfolio securities can serve to reduce arbitrage opportunities, there is no assurance that fair value pricing policies will prevent dilution of the NAV by short-term investors. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

How to Purchase Shares

Shares of the Funds have not been registered for sale outside of the United States. This prospectus is not intended for distribution to prospective investors outside of the United States. The Funds generally do not market or sell shares to investors domiciled outside of the United States, even if the investors are citizens or lawful permanent residents of the United States. Any non-U.S. shareholders generally would be subject to U.S. tax withholding on distributions by the Funds. This prospectus does not address in detail the tax consequences affecting any shareholder who is a nonresident alien individual or a non-U.S. trust or estate, corporation, or partnership. Investment in the Funds by non-U.S. investors may be permitted on a case-by-case basis, at the sole discretion of the Funds.

You may purchase shares directly from the Funds or through your broker or financial intermediary on any business day which the Funds are open, subject to certain restrictions described below. Purchase requests received in good order by the Funds or a financial intermediary before 4:00 p.m. ET/3:00 p.m. CT (or before the close of the NYSE) will be effective at that day’s share price. Purchase requests received in good order by the Funds or a financial intermediary after the close of trading on the NYSE are processed at the share price determined on the following business day. You may invest any amount you choose, as often as you wish, subject to the minimum initial and minimum additional investment as stated in this prospectus. The Funds may accept initial investments smaller than the minimum initial investment amounts from eligible retirement account investors and in connection with the Funds’ participation in third-party distribution platforms and in certain other instances at their discretion.

Institutional Shares may also be purchased by officers, trustees, and employees, and their immediate family members (i.e., spouses, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in Section 152 of the Internal Revenue Code), of the Funds and the Adviser, and its subsidiaries and affiliates, and the Funds will waive the minimum initial investment amount for Institutional Shares for such purchases.

Share Classes

Institutional Shares of the Funds are primarily for institutional investors investing for their own or their customers’ accounts. The minimum initial investment for Institutional Shares is $1,000,000. If you purchase Institutional Shares, you will not pay a sales charge at the time of purchase and you will not pay a 12b-1 fee.

Class I Shares of the Funds are primarily for certain individual investors, investments made through financial institutions or intermediaries and institutional investors investing for their own or their customers’ accounts. There is no minimum investment amount required for Class I Shares. If you purchase Class I Shares of the Funds, other than the JOHCM International Select Fund, you will not pay a sales charge at the time of purchase but you will pay a 12b-1 fee not exceeding ten basis points (0.10%) of each Fund’s average daily net assets.

Class II Shares of the Funds are primarily for certain individual investors and investments made through financial institutions or intermediaries. There is no minimum investment amount required for Class II Shares. If you purchase Class II Shares of the Funds, you will not pay a sales charge at the time of purchase but you will pay a 12b-1 fee not exceeding twenty-five basis points (0.25%) of a Fund’s average daily net assets.

Class III Shares of the JOHCM US Small Mid Cap Equity Fund and JOHCM Emerging Markets Small Mid Cap Equity Fund are primarily for certain individual investors, and investments made through financial institutions or intermediaries. There is no minimum investment amount required for Class III shares. If you purchase Class III Shares of a Fund, you will not pay a sales charge at the time of purchase, but you will pay a 12b-1 fee not exceeding fifty basis points (0.50%) of a Fund’s average daily net assets attributable to Class III Shares.

 

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Customer Identification Program: Important Information About Procedures for Opening an Account

Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, the Funds will ask for your name, residential address, date of birth, government identification number, and other information that will allow us to identify you. For legal entity customers, we will also ask that any individual(s) who, directly or indirectly, owns 25% or more of the entity and one individual who has significant responsibility to control, manage, or direct the legal entity be identified. The Funds also may ask to see your driver’s license or other identifying documents.

If we do not receive the required 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 Funds may restrict further investment until your identity is verified. Once the Funds are able to verify your identity, your investment will be accepted and processed at the next determined NAV. However, if we are unable to verify your identity, each Fund reserves the right to close your account without notice and return your investment to you at the NAV determined on the day in which your account is liquidated. 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. If your account is closed at the request of governmental or law enforcement authorities, the Funds may be required by the authorities to withhold the proceeds.

Purchases Through Financial Intermediaries

You may make initial and subsequent purchases of shares of the Funds through a financial intermediary, such as an investment adviser or broker-dealer, bank, or other financial institution that purchases shares for its customers. The Funds may authorize certain financial intermediaries to receive purchase and sale orders on its behalf. Before investing in the Funds through a financial intermediary, you should read carefully any materials provided by the intermediary together with this prospectus.

When shares are purchased this way, the financial intermediary may:

 

   

charge a fee for its services;

 

   

act as the shareholder of record of the shares;

 

   

set different minimum initial and additional investment requirements;

 

   

impose other charges, commissions, or restrictions;

 

   

designate intermediaries to accept purchase and sale orders on the Funds’ behalf; or

 

   

impose an earlier cut-off time for purchase and redemption requests.

Each Fund considers a purchase or sale order as received when a financial intermediary receives the order in proper form before 4:00 p.m. ET/3:00 p.m. CT (or before the NYSE closes, if it closes before 4:00 p.m. ET/3:00 p.m. CT). These orders will be priced based on the Fund’s NAV next computed after such order is received by the financial intermediary.

Shares held through an intermediary may be transferred into your name following procedures established by your intermediary and the Funds. Certain intermediaries may receive compensation from the Funds, the Adviser, or their affiliates.

Fund Direct Purchases

You also may open a shareholder account directly with the Funds. You can obtain a copy of the New Account Application by calling the Fund at 866-260-9549 (toll free) or 312-557-5913 on days the Funds are open for business. You may invest in the following ways:

By Wire

To Open a New Account:

 

   

Complete a New Account Application and send it to:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, Illinois 60680-4766

Overnight Address:

JOHCM Funds

c/o The Northern Trust Company

801 South Canal Street C5S

Chicago, IL 60607

 

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You must also call 866-260-9549 (toll free) or 312-557-5913 on days the Funds are open for business to place an initial purchase via phone or provide an initial purchase Letter of Instruction.

 

   

Wire funds for your purchase. A wire will be considered made when the money is received and the purchase is accepted by the Funds. Any delays that may occur in receiving money, including delays that may occur in processing by the bank, are not the responsibility of the Funds or the Transfer Agent. Wires must be received prior to 4:00 pm ET to receive the current day’s NAV.

To Add to an Existing Account:

 

   

Call 866-260-9549 (toll free) or 312-557-5913 on days the Funds are open for business or provide a subsequent purchase Letter of Instruction.

 

   

Have your bank wire federal funds or effect an ACH transfer to:

The Northern Trust Company

Chicago, Illinois

ABA Routing No. 0710-00152

Northern Trust Account #5201682900

Shareholder Account #JOH1056    (ex. JOH10561234567)

Shareholder Name:

By Directed Reinvestment

Your dividend and capital gain distributions will be automatically reinvested unless you indicate otherwise on your application.

 

   

Complete the “Choose Your Dividend and Capital Gain Distributions” section on the New Account Application.

 

   

Reinvestments can only be directed to an existing Fund account.

Other Purchase Information

The Funds reserve the right to limit the amount of purchases and to refuse to sell to any person or intermediary. If your wire does not clear, you will be responsible for any loss incurred by a Fund. If you are already a Fund shareholder, the Fund reserves the right to redeem shares from any identically registered account in the Fund as reimbursement for any loss incurred or money owed to the Fund. You also may be prohibited or restricted from making future purchases in the Funds.

Lost Shareholders, Inactive Accounts, and Unclaimed Property

It is important that the Funds maintain a correct address for each shareholder. An incorrect address may cause a shareholder’s account statements and other mailings to be returned to the Funds. Based upon statutory requirements for returned mail, the Funds will attempt to locate the shareholder or rightful owner of the account. If the Funds are unable to locate the shareholder, then they will determine whether the shareholder’s account can legally be considered abandoned. Your mutual fund account may be transferred to the state government of your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The shareholder’s last known address of record determines which state has jurisdiction. Please proactively contact the Transfer Agent at 1-866-260-9549 (toll free) or 312-557-5913 at least annually to ensure your account remains in active status.

If you are a resident of the state of Texas, you may designate a representative to receive notifications that, due to inactivity, your mutual fund account assets may be delivered to the Texas Comptroller. Please contact the Transfer Agent if you wish to complete a Texas Designation of Representative form.

 

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Information Regarding Purchases of the JOHCM International Select Fund and JOHCM Global Equity Fund

As of July 15, 2015 (the “Closing Date”), the JOHCM International Select Fund is publicly offered on a limited basis only. As of March 31, 2016 (the “Closing Date”), the JOHCM Global Equity Fund is publicly offered on a limited basis only. The following groups are permitted to continue to purchase shares of each Fund:

 

   

Shareholders of record of the Fund as of the Closing Date are able to continue to purchase additional shares in their existing Fund accounts either directly through the Fund or through a financial intermediary and may continue to reinvest dividends or capital gains distributions from shares owned in the Fund;

 

   

Group employer benefit plans, including 401(k), 403(b), 457 plans, and health savings account programs (and their successor, related, and affiliated plans), which have the Fund available to participants on or before the Closing Date, may continue to open accounts for new participants in the Fund and purchase additional shares in existing participant accounts. New group employer benefit plans, including 401(k), 403(b) and 457 plans, and health savings account programs (and their successor, related, and affiliated plans), may also establish new accounts with the Fund, provided the new plans have approved and selected the Fund as an investment option by the Closing Date and the plan has also been accepted for investment by the Fund by the Closing Date.

 

   

Approved fee-based advisory programs may continue to utilize the Fund for new and existing program accounts. The program sponsors must be accepted for investment by the Fund by the Closing Date.

 

   

Approved brokerage platforms where a Fund is included on the sponsor platform may continue to utilize the Fund for new and existing program accounts. The brokerage platforms must have been accepted for continued investment by the Fund by the Closing Date.

 

   

Existing independent wealth management (IWM) firms and bank trust companies that have a client investment in the Fund at the time of the Closing Date can continue to add new clients, purchase shares, and exchange into the Fund. The Fund will not be available to new IWM and bank trust companies that do not have a position in the Fund at the time of the Closing Date.

 

   

Fund of mutual fund sponsors that have an investment in the Fund as of the Closing Date can continue to purchase shares of the Fund.

 

   

Certain financial intermediaries with whom the Adviser has a relationship, provided that, in the judgment of JOHCM Funds, the proposed investment in the Fund would not adversely affect the Adviser’s ability to manage the Fund effectively.

 

   

An institutional consulting firm that has previously directed client assets into the Fund may be allowed to recommend the Fund to its new and existing clients who may in turn purchase shares of the Fund, provided that, in the judgment of JOHCM Funds, the proposed investment in the Fund would not adversely affect the Adviser’s ability to manage the Fund effectively.

 

   

Board of Trustees and persons affiliated with the Fund’s investment adviser and their immediate families would be able to purchase shares of the Fund and establish new positions.

In general, the Fund will rely on a financial intermediary to prevent a new account from being opened within an omnibus account established at that financial intermediary if the account would not otherwise satisfy the conditions outlined above. The Fund’s ability to monitor new accounts that are opened through omnibus accounts or other nominee accounts is limited and the ability to limit a new account to those that meet the above criteria with respect to financial intermediaries may vary depending upon the capabilities of those financial intermediaries.

Investors may be asked to verify that they meet one of the exceptions above prior to opening a new account in either Fund. The Funds may permit you to open a new account if the Funds reasonably believe that you are eligible. If a shareholder opens a new account in either Fund and is later determined to be ineligible for investment, the Funds reserves the right to redeem the shares at their original NAV. The Funds also may decline to permit you to open a new account if the Funds believes that doing so would be in the best interests of either the Fund or its shareholders, even if you would be eligible to open a new account under these exceptions.

If all shares of either Fund in an existing account are redeemed, the shareholder’s account will be closed. Such former shareholders will not be able to buy additional shares of either Fund or reopen their account.

The Fund reserves the right to make additional exceptions or otherwise modify the foregoing closure policy at any time.

How to Redeem Shares

You may redeem all or part of your investment in a Fund on any day that the Fund is open for business, subject to certain restrictions described below. Redemption requests received by the Fund or a financial intermediary before 4:00 p.m. ET/3:00 p.m. CT (or before the NYSE closes if it closes before 4:00 p.m. ET/3:00 p.m. CT) will be effective that day. Redemption requests received by the Funds or a financial intermediary after the close of trading on the NYSE are processed at the NAV determined on the following business day.

 

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The price you will receive when you redeem your shares will be the NAV next determined after the Funds receive your properly completed order to sell. You may receive proceeds from the sale by check, bank wire transfer, or direct deposit into your bank account and in certain cases, payment may be made in securities of a Fund as described in “Additional Information About Redemptions”. Redemptions in-kind are typically used to meet redemption requests that represent a large percentage of a fund’s net assets in order to minimize the effect of large redemptions on the fund and its remaining shareholders. Redemptions in-kind may be used regularly in circumstances as described above, and may also be used in stressed market conditions. Redemption-in-kind proceeds are limited to securities that are traded on a public securities market or are limited to securities for which quoted bid and ask prices are available. They are distributed based on a weighted-average pro-rata basis of a Fund’s holdings to the redeeming shareholder. Each Fund typically expects that it will take one to three days following the receipt of your redemption request to pay out redemption proceeds; however, while not expected, payment of redemption proceeds may take up to seven days. 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 your redemption request is received. A financial intermediary may charge a transaction fee to redeem shares. In the event that a wire transfer is impossible or impractical, the redemption check will be sent by mail to the designated account. The Funds typically expect to hold cash or cash equivalents to meet redemption requests. A Fund also may use the proceeds from the sale of portfolio securities to meet redemption requests if consistent with the management of the Fund. These redemption methods will be used regularly and may also be used in stressed market conditions. The Funds have in place a line of credit that may be used to meet redemption requests during stressed market conditions.

Redemptions Through a Financial Intermediary

If you purchased shares from a financial intermediary, you may sell (redeem) shares by contacting your financial intermediary.

Redeeming Directly from the Fund

If you purchased shares directly from the Funds and you appear on Fund records as the registered holder, you may redeem all or part of your shares using one of the methods described below.

By Mail

 

   

Send a written request to:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, Illinois 60680-4766

Overnight Address:

JOHCM Funds

c/o The Northern Trust Company

801 South Canal Street C5S

Chicago, IL 60607

 

   

The redemption request must include:

 

  1.

The number of shares or the dollar amount to be redeemed;

 

  2.

The Fund account number; and

 

  3.

The signatures of all account owners signed in the exact name(s) and any special capacity in which they are registered.

 

   

A Medallion Signature Guarantee (see below) also is required if:

 

  1.

The proceeds are to be sent elsewhere than the address of record, or

 

  2.

The redemption is requested in writing and the amount is greater than $100,000.

 

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By Wire

If you authorized wire redemptions on your New Account Application, you can redeem shares and have the proceeds sent by federal wire transfer to a previously designated account.

 

   

Call the Transfer Agent at 866-260-9549 (toll free) or 312-557-5913 for instructions.

 

   

The minimum amount that may be redeemed by this method is $250.

By Telephone

Telephone privileges are automatically established on your account unless you indicate otherwise on your New Account Application.

 

   

Call 866-260-9549 (toll free) or 312-557-5913 to use the telephone privilege.

 

   

If your account is already opened and you wish to add the telephone privilege, send a written request to:

JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, Illinois 60680-4766

Overnight Address:

JOHCM Funds

c/o The Northern Trust Company

801 South Canal Street C5S

Chicago, IL 60607

 

   

The written request to add the telephone privilege must be signed by each owner of the account and must be accompanied by signature guarantees.

Neither the Funds, the Transfer Agent, nor their respective affiliates will be liable for complying with telephone instructions that they reasonably believe to be genuine or for any loss, damage, cost, or expenses in acting on such telephone instructions. You will bear the risk of any such loss. The Funds, the Transfer Agent, or both, will employ reasonable procedures to determine that telephone instructions are genuine. If the Funds and/or the Transfer Agent do not employ such procedures, they may be liable for losses due to unauthorized or fraudulent instructions. Such procedures may include, among others, requiring forms of personal identification before acting upon telephone instructions, providing written confirmation of the transactions, and/or digitally recording telephone instructions. The Funds may terminate the telephone procedures at any time. During periods of extreme market activity it is possible that you may encounter some difficulty in telephoning us. If you are unable to reach us by telephone, you may request a sale by mail.

Medallion Signature Guarantee

Some circumstances require that your request to redeem shares be made in writing accompanied by an original Medallion Signature Guarantee. A Medallion Signature Guarantee helps protect you against fraud. You can obtain a Medallion Signature Guarantee from most banks or securities dealers, but not from a notary public. You should verify with the institution that it is an eligible guarantor prior to signing. The recognized medallion program is Securities Transfer Agent Medallion Program. SIGNATURE GUARANTEES RECEIVED FROM INSTITUTIONS NOT PARTICIPATING IN THIS PROGRAM WILL NOT BE ACCEPTED. The Medallion Signature Guarantee must cover the amount of the requested transaction. There are several different guarantee amounts, so it is important to acquire a guarantee amount equal to or greater than the amount of the transaction. If the surety bond of the Medallion Guarantee is less than the transaction amount, your request may be rejected.

An original Medallion Signature Guarantee is required if any of the following applies:

 

   

the redemption is requested in writing and the amount redeemed is greater than $100,000;

 

   

the name(s) or the address on your account or the name or address of a payee has been changed within 30 days of your redemption request;

 

   

information on your investment application has been changed within the last 30 days (including a change in your name or your address);

 

   

proceeds or shares are being sent/transferred from a joint account to an individual’s account; or

 

   

proceeds are being sent via wire or ACH and bank instructions have been added or changed within 30 days of your redemption request.

 

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If your written request is for redemption greater than $5 million, call 866-260-9549 (toll free) or 312-557-5913 for Medallion Signature Guarantee requirements.

Additional Information About Redemptions

The Funds typically expect that they will pay redemption proceeds by check or electronic transfer within seven (7) calendar days after receipt of a proper redemption request although proceeds normally are paid within three (3) business days. If you are redeeming shares that have been purchased via ACH, the Funds may hold redemption proceeds until the purchase amount has been collected, which may be as long as five (5) business days after purchase date. For shares recently purchased by check, redemption proceeds may not be available until the check has cleared which may take up to five (5) days for the date of purchase. To eliminate this delay, you may purchase shares of a Fund by wire. Also, when 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 Securities and Exchange Commission, the Funds may suspend redemptions or postpone payment of redemption proceeds. The Funds typically expect 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 both regular and stressed market conditions.

At the discretion of the Funds or the Transfer Agent, corporate investors and other associations may be required to furnish an appropriate certification authorizing redemptions to ensure proper authorization.

Generally, all redemptions will be for cash. However, if you redeem shares worth over the lesser of $250,000 or 1% of the NAV of a Fund, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash at the discretion of the Fund. Shareholders may incur brokerage charges on the sale of any securities distributed in lieu of cash and will bear market rate until the security is sold. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on a Fund and its remaining shareholders. As with any security, a shareholder will bear taxes on any capital gains from the sale of a security redeemed in kind.

Involuntary Redemptions of Your Shares

If your account balance drops below $1,000,000 in the case of Institutional Shares, $25,000 in the case of Class I Shares and $2,000 in the case of Class II Shares and Class III Shares because of redemptions you may be required to sell your shares. The Funds will provide you at least thirty (30) days’ written notice to give you sufficient time to add to your account and avoid the sale of your shares.

How to Exchange Shares

You may exchange your shares for the same share class of another JOHCM Fund on any Business Day by contacting the Funds directly by mail or telephone by calling 1-866-260-9549 (toll free) or 312-557-5913. Because the JOHCM International Select Fund has not adopted a Class I Rule 12b-1 Plan, if you exchange Class I Shares of this Fund for the same share class of another JOHCM Fund, you will pay a 12b-1 fee not exceeding ten basis points (0.10%) of each of the other JOHCM Funds’ average daily net assets. The exchange privilege may be changed or canceled at any time upon sixty (60) days’ written notice.

You may also exchange your shares of one class of a JOHCM Fund for shares of another class of the same JOHCM Fund, provided that you qualify as an eligible investor for the requested class at the time of the exchange. Investors are responsible for initiating an exchange request and all exchanges are subject to meeting any investment minimum or eligibility requirements. If you hold shares through a financial intermediary, your financial intermediary also may initiate an exchange between share classes in certain circumstances. You should consult your financial intermediary for details and read carefully any materials provided by the intermediary along with this prospectus. The JOHCM Funds do not charge a fee for this privilege.

The JOHCM Funds reserve the right to eliminate this exchange privilege at any time at its discretion and may refuse exchanges by any person or group if, in the JOHCM Funds’ judgment, the JOHCM Funds would potentially be adversely affected. Before making an exchange request, you should read the prospectus carefully, particularly since fees and expenses differ from one class to another. An exchange between classes of shares of the same JOHCM Fund is generally not taxable for federal income tax purposes. Investors could realize a taxable gain or loss when exchanging shares of one JOHCM Fund for shares of another JOHCM Fund. The JOHCM Funds do not provide tax advice; you should consult your own tax expert. If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.

The exchange privilege is not intended as a vehicle for short-term or excessive trading. The Funds may suspend or terminate your exchange privilege if you engage in a pattern of exchanges that is excessive, as determined in the sole discretion of the Funds. For more information about the Funds’ policy on excessive trading, see “Market Timing Policy” below.

 

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Market Timing Policy

Each Fund is intended to be a long-term investment. Excessive purchases and redemptions of shares of a Fund in an effort to take advantage of short-term market fluctuations, known as “market timing,” can interfere with long-term or efficient portfolio management strategies and increase the expenses of the Fund, to the detriment of long-term investors. Because each Fund will invest its assets in foreign securities, investors may seek to take advantage of time zone differences between the foreign markets on which a Fund’s portfolio securities trade and the time at which the NAV is calculated. For example, a market-timer may purchase shares of a Fund based on events occurring after foreign market closing prices are established but before the NAV calculation, that are likely to result in higher prices in foreign markets the next day. The market-timer would then redeem the Fund’s shares the next day when a Fund’s share price would reflect the increased prices in foreign markets, realizing a quick profit at the expense of long-term Fund shareholders.

Excessive short-term trading may: (1) require a Fund to sell securities in the Fund’s portfolio at inopportune times to fund redemption payments, (2) dilute the value of shares held by long-term shareholders, (3) cause a Fund to maintain a larger cash position than would otherwise be necessary, (4) increase brokerage commissions and related costs and expenses, and (5) generate additional tax liability. Accordingly, the Board of Trustees has adopted policies and procedures that seek to restrict market timing activity. Under these policies, the Funds periodically examine transactions that exceed monetary thresholds or numerical limits within certain time periods. If a Fund believes, in its sole discretion, that an investor is engaged in excessive short-term trading or is otherwise engaged in market timing activity, a Fund may, with or without prior notice to the investor, reject further purchase or exchange orders from that investor, and disclaim responsibility for any consequential losses that the investor may incur related to the rejected purchases. Alternatively, the Funds may limit the amount, number, or frequency of any future purchases or exchanges and/or the method by which an investor may request future purchases and redemptions. A Fund’s response to any particular market timing activity will depend on the facts and circumstances of each case, such as the extent and duration of the market timing activity and the investor’s trading history in the Fund. While the Funds cannot assure the prevention of all excessive trading and market timing, by making these judgments, the Funds believes it is acting in a manner that is in the best interests of shareholders.

Financial intermediaries may establish omnibus accounts with the Funds through which they place transactions for their customers. Omnibus accounts include multiple investors and typically provide the Funds with a net purchase or redemption. The identity of individual investors ordinarily are not known to or tracked by the Funds. The Funds will enter into information sharing agreements with certain financial intermediaries under which the financial intermediaries are obligated to: (1) enforce during the term of the agreement, a market-timing policy, the terms of which are acceptable to the Funds; (2) furnish the Funds, upon request, with information regarding customer trading activities in shares of the Funds; and (3) enforce the Funds’ market-timing policy with respect to customers identified by the Funds as having engaged in market timing.

The Funds apply these policies and procedures to all shareholders believed to be engaged in market timing or excessive trading. While the Funds may monitor transactions at the omnibus account level, the netting effect makes it more difficult to identify and eliminate market-timing activities in omnibus accounts. The Funds have no arrangements to permit any investor to trade frequently in shares of the Funds, nor will it enter into any such arrangements in the future.

Financial intermediaries maintaining omnibus accounts with a Fund may impose market timing policies that are more restrictive than the market timing policy adopted by the Board of Trustees. For instance, these financial intermediaries may impose limits on the number of purchase and sale transactions that an investor may make over a set period of time and impose penalties for transactions in excess of those limits. Financial intermediaries also may exempt certain types of transactions from these limitations. If you purchased your shares through a financial intermediary, you should read carefully any materials provided by the financial intermediary together with this prospectus to fully understand the market timing policies applicable to you.

Distribution Plans

The JOHCM Funds have adopted a plan under Rule 12b-1 that allows all shares of all JOHCM Funds, except Class I shares of the JOHCM International Select Fund, to pay distribution fees. Fees under the plan will not exceed 0.10% for Class I shares, 0.25% for Class II shares and 0.50% for Class III shares. Up to 0.25% of Class III Shares’ 12b-1 fee may be used as a shareholder servicing fee. Because these fees are paid out of a Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

Additional Compensation to Financial Intermediaries

The Adviser may, at its own expense and out of its own profits, provide additional cash payments to financial intermediaries who sell shares of a Fund and/or whose clients or customers hold shares of the Fund. These additional payments generally are made to financial intermediaries that provide shareholder or administrative services, or distribution related services. Payments generally are based on either: (1) a percentage of the average daily net assets of clients serviced by such financial intermediary, or (2) the number of accounts serviced by such financial intermediary. These additional cash payments also may be made as an expense reimbursement in cases where the financial intermediary provides shareholder services to Fund shareholders.

 

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DIVIDENDS AND DISTRIBUTIONS

Fund Policy

Each Fund, except the JOHCM Global Income Builder Fund, intends to distribute substantially all of its net investment income as dividends to its shareholders on an annual basis. The JOHCM Global Income Builder Fund intends to declare daily and pay monthly substantially all of its net investment income as dividends to its shareholders. Each Fund intends to distribute its net realized long-term capital gains and its net realized short-term capital gains, if any, at least once a year. Each Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of any distribution varies and there is no guarantee a Fund will pay either income dividends or capital gain distributions.

Income dividends and capital gain distributions are automatically reinvested in additional shares of a Fund at the applicable NAV on the distribution date unless you request cash distributions on your application or through a written request. If cash payment is requested, a check normally will be mailed within five business days after the payable date.

Any undelivered checks or checks that are not cashed for six months may be deemed legally abandoned if an attempt to reach you to request a reissue of the check is not successful. The proceeds will then be escheated (transferred) to the appropriate state’s unclaimed property administration in accordance with statutory requirements.

TAXES

Distributions

The following information is provided to help you understand the federal income taxes you may have to pay on income dividends and capital gains distributions from a Fund, as well as on gains realized from your redemption of Fund shares. This discussion is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in the Funds.

Each Fund intends to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying, each Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any net realized capital gains.

Distributions from the Funds (both taxable income dividends and capital gains) are normally taxable to you as ordinary income or long-term capital gains, regardless of whether you reinvest these distributions or receive them in cash (unless you hold shares in a qualified tax-deferred plan or account or are otherwise not subject to federal income tax). Due to the nature of the investment strategies used, distributions by a Fund generally are expected to consist primarily of income dividends and net realized capital gains; however, the nature of a Fund’s distributions could vary in any given year.

The Funds will mail to each shareholder after the close of the calendar year an Internal Revenue Service Form 1099 setting forth the federal income tax status of distributions made during the year. Income dividends and capital gains distributions also may be subject to state and local taxes.

For federal income tax purposes, distributions of net investment income are taxable generally as ordinary income although certain distributions of qualified income paid to a non-corporate US shareholder may be subject to income tax at the applicable rate for long-term capital gain.

Distributions of net realized capital gains (that is, the excess of the net realized gains from the sale of investments that a Fund owned for more than one year over the net realized losses from investments that a Fund owned for one year or less) that are properly designated by a Fund as capital gains will be taxable as long-term capital gain regardless of how long you have held your shares in the Fund.

Distributions of net realized short-term capital gain (that is, the excess of any net short-term capital gain over net long-term capital loss), if any, will be taxable to shareholders as ordinary income. Capital gain to a corporate shareholder is taxed at the same rate as ordinary income.

If you are a taxable investor and invest in the Funds shortly before it makes a capital gain distribution, some of your investment may be returned to you in the form of a taxable distribution. Fund distributions will reduce the NAV per share. Therefore, if you buy shares after a Fund has experienced capital appreciation but before the record date of a distribution of those gains, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution. This is commonly known as “buying a dividend.”

 

61


Selling Shares

Selling, redeeming or exchanging your shares may result in a realized capital gain or loss, which is subject to federal income tax. For individuals, any long-term capital gains you realize from selling Fund shares currently are taxed at preferential income tax rates. Short-term capital gains are taxed at ordinary income tax rates. For shares acquired on or after January 1, 2012, the Funds (or relevant broker or financial adviser) are required to compute and report to the Internal Revenue Service (“IRS”) and furnish to Fund shareholders cost basis information when such shares are sold or exchanged. The Funds have elected to use the average cost method, unless you instruct the Funds to use a different IRS accepted cost basis method, or choose to specifically identify your shares at the time of each sale or exchange. If your account is held by your broker or other financial adviser, they may select a different cost basis method. In these cases, please contact your broker or other financial adviser to obtain information with respect to the available methods and elections for your account. You should carefully review the cost basis information provided by the Funds and make any additional basis, holding period or other adjustments that are required when reporting these amounts on your federal and state income tax returns. Fund shareholders should consult with their tax advisers to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting requirements apply to them.

Backup Withholding

By law, you may be subject to backup withholding (currently at a rate of 24%) on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that: (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a US resident alien). You also may be subject to withholding if the Internal Revenue Service instructs the Funds to withhold a portion of your distributions or proceeds. You should be aware that the Funds may be fined by the Internal Revenue Service for each account for which a certified taxpayer identification number is not provided. In the event that such a fine is imposed with respect to a specific account in any year, the Funds may make a corresponding charge against the account.

Tax Status for Retirement Plans and Other Tax-Deferred Accounts

When you invest in a Fund through a qualified employee benefit plan, retirement plan or some other tax-deferred account, dividend and capital gain distributions generally are not subject to current federal income taxes. In general, these plans or accounts are governed by complex tax rules. You should ask your tax adviser or plan administrator for more information about your tax situation, including possible state or local taxes.

Medicare Tax

An additional 3.8% Medicare tax may be imposed on distributions you receive from a Fund and gains from selling, redeeming or exchanging your shares.

SHAREHOLDER REPORTS AND OTHER INFORMATION

The Funds will send one copy of prospectuses and shareholder reports to households containing multiple shareholders with the same last name. This process, known as “householding,” reduces costs and provides a convenience to shareholders. If you share the same last name and address with another shareholder and you prefer to receive separate prospectuses and shareholder reports, call the Funds at 866-260-9549 (toll free) or 312-557-5913 and we will begin separate mailings to you within 30 days of your request. If you or others in your household invest in the Funds through a broker or other financial intermediary, you may receive separate prospectuses and shareholder reports, regardless of whether or not you have consented to householding on your investment application.

 

62


FINANCIAL HIGHLIGHTS

The following financial highlights are intended to help you understand the financial performance of each of the Funds for the last five fiscal years or life of the Fund, or share class, if shorter. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund. 

The information for the fiscal years ended September 30, 2018, September 30, 2017, September 30, 2016, September 30, 2015, and September 30, 2014, has been derived from the financial statements audited by PricewaterhouseCoopers LLP, whose report, along with each Fund’s financial statements, is included in the Annual Report, which is available, without charge, upon request. 

 

63


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Period Ended
September 30,
2014(a)
 

JOHCM Asia Ex-Japan Equity Fund

          

Net asset value, beginning of period

   $ 12.25     $ 11.20     $ 9.91     $ 10.13     $ 10.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.10       0.05       0.05       0.13       0.04  

Net realized and unrealized gains (losses) from investments

     (1.46     1.05       1.28       (0.33     (0.18
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (1.36     1.10       1.33       (0.20     (0.14
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.04     (0.05     (0.04     (0.02     —    

From net realized gains

     (0.14     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.18     (0.05     (0.04     (0.02     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (1.54     1.05       1.29       (0.22     (0.14
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.71     $ 12.25     $ 11.20     $ 9.91     $ 10.13  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     (11.27 %)      9.99     13.54     (2.00 %)      (1.36 %) 

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 32,108     $ 35,351     $ 35,645     $ 26,531     $ 296  

Ratio of net expenses to average net assets

     1.31     1.39     1.38     1.33     1.39 %(d) 

Ratio of net investment income to average net assets

     0.83     0.49     0.54     1.25     1.41 %(d) 

Ratio of gross expenses to average net assets

     1.40     1.40     1.40     1.41     4.62 %(d) 

Portfolio turnover rate(e)

     51.14     49.25     24.68     140.09     20.98 %(c) 

 

(a) 

For the period from June 26, 2014, commencement of operations, to September 30, 2014.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

64


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class II  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Period Ended
September 30,
2014(a)
 

JOHCM Asia Ex-Japan Equity Fund

          

Net asset value, beginning of period

   $ 12.21     $ 11.16     $ 9.88     $ 10.13     $ 10.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.05       0.04       0.03       0.04       0.04  

Net realized and unrealized gains (losses) from investments

     (1.42     1.05       1.28       (0.27     (0.18
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (1.37     1.09       1.31       (0.23     (0.14
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.03     (0.04     (0.03     (0.02     —    

From net realized gains

     (0.14     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.17     (0.04     (0.03     (0.02     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (1.54     1.05       1.28       (0.25     (0.14
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.67     $ 12.21     $ 11.16     $ 9.88     $ 10.13  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     (11.43 %)      9.84     13.35     (2.31 %)      (1.36 %) 

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 424     $ 847     $ 767     $ 777     $ 296  

Ratio of net expenses to average net assets

     1.47     1.54     1.50     1.41     1.54 %(d) 

Ratio of net investment income to average net assets

     0.41     0.36     0.31     0.39     1.26 %(d) 

Ratio of gross expenses to average net assets

     1.54     1.55     1.55     1.51     4.77 %(d) 

Portfolio turnover rate(e)

     51.14     49.25     24.68     140.09     20.98 %(c) 

 

(a) 

For the period from June 26, 2014, commencement of operations, to September 30, 2014.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

65


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Period Ended
September 30,
2014(a)
 

JOHCM Asia Ex-Japan Equity Fund

          

Net asset value, beginning of period

   $ 12.26     $ 11.20     $ 9.91     $ 10.13     $ 10.00  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.09       0.06       0.09       0.07       0.05  

Net realized and unrealized gains (losses) from investments

     (1.44     1.06       1.25       (0.27     0.08  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (1.35     1.12       1.34       (0.20     0.13  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.06     (0.06     (0.05     (0.02     —    

From net realized gains

     (0.14     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.20     (0.06     (0.05     (0.02     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (1.55     1.06       1.29       (0.22     0.13  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.71     $ 12.26     $ 11.20     $ 9.91     $ 10.13  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     (11.27 %)      10.17     13.55     (1.99 %)      1.30

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 187,789     $ 297,804     $ 284,979     $ 130,654     $ 43,127  

Ratio of net expenses to average net assets

     1.23     1.29     1.29     1.29     1.29 %(d) 

Ratio of net investment income to average net assets

     0.77     0.50     0.87     0.65     0.98 %(d) 

Ratio of gross expenses to average net assets

     1.29     1.30     1.31     1.39     2.61 %(d) 

Portfolio turnover rate(e)

     51.14     49.25     24.68     140.09     20.98 %(c) 

 

(a) 

For the period from March 28, 2014, commencement of operations, to September 30, 2014.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

66


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Year Ended
September 30,
2014
 

JOHCM Emerging Markets Opportunities Fund(a)

          

Net asset value, beginning of year

   $ 11.96     $ 10.04     $ 9.19     $ 10.89     $ 10.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.14       0.10       0.19       0.19       0.23  

Net realized and unrealized gains (losses) from investments

     (0.27     1.89       1.25       (1.47     0.45  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (0.13     1.99       1.44       (1.28     0.68  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.07     (0.07     (0.08     (0.14     (0.06

From net realized gains

     (0.38     —         (0.51     (0.28     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.45     (0.07     (0.59     (0.42     (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (0.58     1.92       0.85       (1.70     0.62  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 11.38     $ 11.96     $ 10.04     $ 9.19     $ 10.89  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     (1.30 %)      20.09     16.54     (12.23 %)      6.63

Ratios/Supplemental data:

          

Net assets, end of year (000’s)

   $ 99,577     $ 71,650     $ 29,446     $ 385     $ 288  

Ratio of net expenses to average net assets

     1.34     1.38     1.37     1.32     1.39

Ratio of net investment income to average net assets

     1.15     0.92     2.09     1.74     2.05

Ratio of gross expenses to average net assets

     1.34     1.38     1.37     1.42     1.70

Ratio of expense recoupment to average net assets

     0.02     0.01     —         —         —    

Portfolio turnover rate(d)

     31.87     22.62     40.75     61.86     52.84

 

(a) 

Formerly the JOHCM Emerging Markets Opportunities Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

67


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class II  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Period Ended
September 30,
2014(b)
 

JOHCM Emerging Markets Opportunities Fund(a)

          

Net asset value, beginning of period

   $ 11.95     $ 10.03     $ 9.19     $ 10.87     $ 10.82  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(c)

     0.12       0.08       0.05       0.07       0.09  

Net realized and unrealized gains (losses) from investments

     (0.27     1.90       1.38       (1.35     0.02  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (0.15     1.98       1.43       (1.28     0.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.06     (0.06     (0.08     (0.12     (0.06

From net realized gains

     (0.38     —         (0.51     (0.28     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.44     (0.06     (0.59     (0.40     (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (0.59     1.92       0.84       (1.68     0.05  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.36     $ 11.95     $ 10.03     $ 9.19     $ 10.87  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

     (1.47 %)      19.89     16.42     (12.18 )%      1.02

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 8,020     $ 5,668     $ 1,953     $ 821     $ 218  

Ratio of net expenses to average net assets

     1.49     1.54     1.50     1.36     1.54 %(e) 

Ratio of net investment income to average net assets

     1.01     0.71     0.54     0.71     0.99 %(e) 

Ratio of gross expenses to average net assets

     1.49     1.54     1.56     1.48     1.85 %(e) 

Ratio of expense recoupment to average net assets

     0.02     0.02     —         —         —    

Portfolio turnover rate(f)

     31.87     22.62     40.75     61.86     52.84 %(d) 

 

(a) 

Formerly the JOHCM Emerging Markets Opportunities Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

For the period from December 18, 2013, commencement of operations, to September 30, 2014.

(c) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(d) 

Not annualized for periods less than one year.

(e) 

Annualized for periods less than one year.

(f) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

68


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Year Ended
September 30,
2014
 

JOHCM Emerging Markets Opportunities Fund(a)

          

Net asset value, beginning of year

   $ 11.99     $ 10.06     $ 9.20     $ 10.89     $ 10.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.15       0.13       0.10       0.11       0.21  

Net realized and unrealized gains (losses) from investments

     (0.27     1.88       1.35       (1.38     0.47  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (0.12     2.01       1.45       (1.27     0.68  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.08     (0.08     (0.08     (0.14     (0.06

From net realized gains

     (0.38     —         (0.51     (0.28     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.46     (0.08     (0.59     (0.42     (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (0.58     1.93       0.86       (1.69     0.62  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 11.41     $ 11.99     $ 10.06     $ 9.20     $ 10.89  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     (1.23 %)      20.21     16.64     (12.10 %)      6.63

Ratios/Supplemental data:

          

Net assets, end of year (000’s)

   $ 388,129     $ 269,622     $ 110,330     $ 62,007     $ 87,642  

Ratio of net expenses to average net assets

     1.24     1.29     1.27     1.29     1.29

Ratio of net investment income to average net assets

     1.26     1.23     1.14     0.98     1.92

Ratio of gross expenses to average net assets

     1.24     1.29     1.29     1.38     1.60

Ratio of expense recoupment to average net assets

     0.02     0.01     —         —         —    

Portfolio turnover rate(d)

     31.87     22.62     40.75     61.86     52.84

 

(a) 

Formerly the JOHCM Emerging Markets Opportunities Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

69


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Period Ended
September 30,
2016(a)
 

JOHCM Emerging Markets Small Mid Cap Equity Fund

      

Net asset value, beginning of period

   $ 14.00     $ 11.78     $ 9.20  
  

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

      

Net investment income(b)

     0.09       0.06       0.08  

Net realized and unrealized gains (losses) from investments

     (0.56     2.38       2.50  
  

 

 

   

 

 

   

 

 

 

Total from investment operations

     (0.47     2.44       2.58  
  

 

 

   

 

 

   

 

 

 

Less distributions paid:

      

From net investment income

     (0.13     (0.22     —    

From net realized gains

     (1.55     —         —    
  

 

 

   

 

 

   

 

 

 

Total distributions paid

     (1.68     (0.22     —    
  

 

 

   

 

 

   

 

 

 

Change in net asset value

     (2.15     2.22       2.58  
  

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.85     $ 14.00     $ 11.78  
  

 

 

   

 

 

   

 

 

 

Total return(c)

     (4.50 %)      21.37     28.04

Ratios/Supplemental data:

      

Net assets, end of period (000’s)

   $ 751     $ 149     $ 147  

Ratio of net expenses to average net assets

     1.64     1.64     1.64 %(d) 

Ratio of net investment income to average net assets

     0.69     0.47     1.11 %(d) 

Ratio of gross expenses to average net assets

     2.65     4.37     5.72 %(d) 

Portfolio turnover rate(e)

     127.34     174.08     162.74 %(c) 

 

(a) 

For the period from January 28, 2016, commencement of operations, to September 30, 2016.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

70


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Period Ended
September 30,
2015(a)
 

JOHCM Emerging Markets Small Mid Cap Equity Fund

        

Net asset value, beginning of period

   $ 14.02     $ 11.78     $ 9.91     $ 10.00  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

        

Net investment income(b)

     0.09       0.05       0.03       0.01  

Net realized and unrealized gains (losses) from investments

     (0.55     2.42       2.28       (0.10
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     (0.46     2.47       2.31       (0.09
  

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

        

From net investment income

     (0.14     (0.23     (0.06     —    

From net realized gains

     (1.55     —         (0.38     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (1.69     (0.23     (0.44     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     (2.15     2.24       1.87       (0.09
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.87     $ 14.02     $ 11.78     $ 9.91  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     (4.43 %)      21.59     24.13     (0.90 %) 

Ratios/Supplemental data:

        

Net assets, end of period (000’s)

   $ 24,093     $ 7,406     $ 6,114     $ 4,956  

Ratio of net expenses to average net assets

     1.54     1.54     1.54     1.54 %(d) 

Ratio of net investment income to average net assets

     0.69     0.40     0.27     0.14 %(d) 

Ratio of gross expenses to average net assets

     2.48     4.38     4.63     4.61 %(d) 

Ratio of expense recoupment to average net assets

     —         —         —         —    

Portfolio turnover rate(e)

     127.34     174.08     162.74     134.18 %(c) 

 

(a) 

For the period from December 17, 2014, commencement of operations, to September 30, 2015.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

71


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Year Ended
September 30,
2014
 

JOHCM Global Equity Fund(a)

          

Net asset value, beginning of year

   $ 15.05     $ 13.58     $ 12.24     $ 13.77     $ 11.37  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.07       0.07       0.06       (0.05     0.05  

Net realized and unrealized gains (losses) from investments

     1.67       1.43       1.28       (1.45     2.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.74       1.50       1.34       (1.50     2.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.06     (0.03     —         (— )(c)      (— )(c) 

From net realized gains

     —         —         —         (0.03     (0.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.06     (0.03     —         (0.03     (0.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     1.68       1.47       1.34       (1.53     2.40  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 16.73     $ 15.05     $ 13.58     $ 12.24     $ 13.77  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return

     11.61     11.06     10.95     (10.93 %)      21.40

Ratios/Supplemental data:

          

Net assets, end of year (000’s)

   $ 189,317     $ 216,867     $ 171,464     $ 62,093     $ 34,363  

Ratio of net expenses to average net assets

     1.17     1.18     1.18     1.18     1.18

Ratio of net investment income (loss) to average net assets

     0.39     0.49     0.50     (0.33 %)      0.34

Ratio of gross expenses to average net assets

     1.17     1.18     1.20     1.21     1.52

Ratio of expense recoupment to average net assets

     —   (d)       —   (d)       —         —         —    

Portfolio turnover rate(e)

     24.81     51.44     124.32     87.14     68.24

 

(a) 

Formerly the JOHCM Global Equity Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Amount rounds to less 0.005%.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

72


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Year Ended
September 30,
2014
 

JOHCM Global Equity Fund(a)

          

Net asset value, beginning of year

   $ 15.08     $ 13.61     $ 12.25     $ 13.78     $ 11.37  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.09       0.08       0.07       (0.03     0.03  

Net realized and unrealized gains (losses) from investments

     1.67       1.43       1.29       (1.47     2.41  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.76       1.51       1.36       (1.50     2.44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.08     (0.04     —         (— )(c)      (— )(c) 

From net realized gains

     —         —         —         (0.03     (0.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.08     (0.04     —         (0.03     (0.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     1.68       1.47       1.36       (1.53     2.41  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 16.76     $ 15.08     $ 13.61     $ 12.25     $ 13.78  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return

     11.76     11.15     11.10     (10.90 %)      21.49

Ratios/Supplemental data:

          

Net assets, end of year (000’s)

   $ 335,636     $ 287,089     $ 245,918     $ 161,792     $ 50,153  

Ratio of net expenses to average net assets

     1.07     1.08     1.08     1.08     1.08

Ratio of net investment income (loss) to average net assets

     0.57     0.57     0.52     (0.18 %)      0.26

Ratio of gross expenses to average net assets

     1.07     1.08     1.10     1.11     1.52

Ratio of expense recoupment to average net assets

     —   (d)       —   (d)       —         —         —    

Portfolio turnover rate(e)

     24.81     51.44     124.32     87.14     68.24

 

(a) 

Formerly the JOHCM Global Equity Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Amount rounds to less 0.005%.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

73


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Period Ended
September 30,
2018(a)
 

JOHCM Global Income Builder Fund

  

Net asset value, beginning of period

   $ 10.00  
  

 

 

 

Income (loss) from investment operations:

  

Net investment income(b)

     0.29  

Net realized and unrealized losses from investments

     (0.30
  

 

 

 

Total from investment operations

     (0.01
  

 

 

 

Less distributions paid:

  

From net investment income

     (0.28
  

 

 

 

Total distributions paid

     (0.28
  

 

 

 

Change in net asset value

     (0.29
  

 

 

 

Net asset value, end of period

   $ 9.71  
  

 

 

 

Total return(c)

     (0.06 %) 

Ratios/Supplemental data:

  

Net assets, end of period (000’s)

   $ 5,516  

Ratio of net expenses to average net assets

     0.98 %(d) 

Ratio of net investment income to average net assets

     3.50 %(d) 

Ratio of gross expenses to average net assets

     1.56 %(d) 

Portfolio turnover rate(e)

     41.93 %(c) 

 

(a) 

For the period from November 29, 2017, commencement of operations, to September 30, 2018.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

74


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Period Ended
September 30,
2018(a)
 

JOHCM Global Income Builder Fund

  

Net asset value, beginning of period

   $ 10.00  
  

 

 

 

Income (loss) from investment operations:

  

Net investment income(b)

     0.30  

Net realized and unrealized losses from investments

     (0.30
  

 

 

 

Total from investment operations

     —    
  

 

 

 

Less distributions paid:

  

From net investment income

     (0.29
  

 

 

 

Total distributions paid

     (0.29
  

 

 

 

Change in net asset value

     (0.29
  

 

 

 

Net asset value, end of period

   $ 9.71  
  

 

 

 

Total return(c)

     0.03

Ratios/Supplemental data:

  

Net assets, end of period (000’s)

   $ 28,206  

Ratio of net expenses to average net assets

     0.88 %(d) 

Ratio of net investment income to average net assets

     3.62 %(d) 

Ratio of gross expenses to average net assets

     1.47 %(d) 

Portfolio turnover rate(e)

     41.93 %(c) 

 

(a) 

For the period from November 29, 2017, commencement of operations, to September 30, 2018.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

75


ADVISERS INVESTMENT TRUST    

JOHCM FUNDS    

FINANCIAL HIGHLIGHTS    

For the periods indicated    

 

     Institutional Class  
     Year Ended
September 30,

2018
    Year Ended
September 30,

2017
    Period Ended
September 30,

2016(a)
 

JOHCM International Opportunities Fund

      

Net asset value, beginning of period

   $ 11.19     $ 9.98     $ 10.00  
  

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

      

Net investment income(b)

     0.20       0.20       (— )(c) 

Net realized and unrealized gains (losses) from investments

     (0.02     1.09       (0.02
  

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.18       1.29       (0.02
  

 

 

   

 

 

   

 

 

 

Less distributions paid:

      

From net investment income

     (0.29     (0.08     —    

From net realized gains

     (0.37     —         —    
  

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.66     (0.08     —    
  

 

 

   

 

 

   

 

 

 

Change in net asset value

     (0.48     1.21       (0.02
  

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.71     $ 11.19     $ 9.98  
  

 

 

   

 

 

   

 

 

 

Total return(d)

     1.76     13.12     (0.20 %) 

Ratios/Supplemental data:

      

Net assets, end of period (000’s)

   $ 2,276     $ 2,254     $ 1,995  

Ratio of net expenses to average net assets

     0.89     0.89     0.89 %(e) 

Ratio of net investment income (loss) to average net assets

     1.86     1.94     (0.89 %)(e) 

Ratio of gross expenses to average net assets

     8.23     9.03     72.58 %(e) 

Portfolio turnover rate(f)

     57.05     68.89     —   (d)  

 

(a)  

For the period from September 29, 2016, commencement of operations, to September 30, 2016.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Not annualized for periods less than one year.

(e) 

Annualized for periods less than one year.

(f) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

76


ADVISERS INVESTMENT TRUST    

JOHCM FUNDS    

FINANCIAL HIGHLIGHTS    

For the periods indicated    

 

     Class I  
     Year Ended
September 30,

2018
    Year Ended
September 30,

2017
    Year Ended
September 30,

2016
    Year Ended
September 30,

2015
    Year Ended
September 30,

2014
 

JOHCM International Select Fund(a)

          

Net asset value, beginning of year

   $ 21.92     $ 19.94     $ 17.45     $ 19.23     $ 16.97  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.27       0.30       0.19       0.08       0.11  

Net realized and unrealized gains (losses) from investments

     1.73       1.81       2.37       (1.09     2.22  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.00       2.11       2.56       (1.01     2.33  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.26     (0.13     (0.07     (0.14     (0.07

From net realized gains

     —         —         —         (0.63     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.26     (0.13     (0.07     (0.77     (0.07
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     1.74       1.98       2.49       (1.78     2.26  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 23.66     $ 21.92     $ 19.94     $ 17.45     $ 19.23  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return

     9.22     10.72     14.70     (5.53 %)      13.74

Ratios/Supplemental data:

          

Net assets, end of year (000’s)

   $ 7,619,731     $  6,081,384     $ 4,003,594     $ 2,837,805     $  1,309,757  

Ratio of net expenses to average net assets

     1.00     1.01     1.01     1.05     1.05

Ratio of net investment income to average net assets

     1.16     1.49     1.04     0.43     0.61

Ratio of gross expenses to average net assets

     1.00     1.01     1.01     1.05     1.08

Ratio of expense recoupment to average net assets

     —         —         —         0.01     —    

Portfolio turnover rate(c)

     26.06     34.96     107.37     50.86     61.20

 

(a) 

Formerly the JOHCM International Select Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

77


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class II  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Year Ended
September 30,
2014
 

JOHCM International Select Fund(a)

          

Net asset value, beginning of year

   $ 21.93     $ 19.96     $ 17.48     $ 19.29     $ 17.03  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.19       0.26       0.14       0.05       0.06  

Net realized and unrealized gains (losses) from investments

     1.76       1.81       2.37       (1.11     2.24  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.95       2.07       2.51       (1.06     2.30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.20     (0.10     (0.03     (0.12     (0.04

From net realized gains

     —         —         —         (0.63     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.20     (0.10     (0.03     (0.75     (0.04
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     1.75       1.97       2.48       (1.81     2.26  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 23.68     $ 21.93     $ 19.96     $ 17.48     $ 19.29  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return

     8.97     10.45     14.37     (5.77 %)      13.51

Ratios/Supplemental data:

          

Net assets, end of year (000’s)

   $ 551,489     $ 400,294     $ 297,486     $ 147,322     $ 31,601  

Ratio of net expenses to average net assets

     1.25     1.27     1.30     1.30     1.29

Ratio of net investment income to average net assets

     0.83     1.29     0.78     0.27     0.32

Ratio of gross expenses to average net assets

     1.25     1.27     1.30     1.33     1.29

Ratio of expense recoupment to average net assets

     —         0.01     —         0.01     —    

Portfolio turnover rate(c)

     26.06     34.96     107.37     50.86     61.20

 

(a) 

Formerly the JOHCM International Select Fund of the Scotia Institutional Funds. See organizational note within the notes to the financial statements.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

78


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Period Ended
September 30,
2014(a)
 

JOHCM International Small Cap Equity Fund

          

Net asset value, beginning of period

   $ 12.75     $ 10.64     $ 9.66     $ 10.20     $ 10.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.10       0.11       0.12       0.13       0.15  

Net realized and unrealized gains (losses) from investments

     0.37       2.13       0.97       (0.50     (0.38
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.47       2.24       1.09       (0.37     (0.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.09     (0.13     (0.11     (0.10     —    

From net realized gains

     (0.10     —         —         (0.07     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.19     (0.13     (0.11     (0.17     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     0.28       2.11       0.98       (0.54     (0.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.03     $ 12.75     $ 10.64     $ 9.66     $ 10.20  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

     3.66     21.30     11.44     (3.72 %)      (2.21 %) 

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 46,852     $ 62,965     $ 43,997     $ 50,759     $ 42,640  

Ratio of net expenses to average net assets

     1.31     1.34     1.34     1.34     1.34 %(d) 

Ratio of net investment income to average net assets

     0.79     0.97     1.17     1.25     1.94 %(d) 

Ratio of gross expenses to average net assets

     1.32     1.36     1.41     1.39     1.54 %(d) 

Ratio of expense recoupment to average net assets

     0.02     —         —         —         —    

Portfolio turnover rate(e)

     17.61     16.01     39.39     30.64     7.06 %(c) 

 

(a) 

For the period from January 2, 2014, commencement of operations, to September 30, 2014.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Not annualized for periods less than one year.

(d) 

Annualized for periods less than one year.

(e) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

79


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class II  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Year Ended
September 30,
2015
    Period Ended
September 30,
2014(a)
 

JOHCM International Small Cap Equity Fund

          

Net asset value, beginning of period

   $ 12.83     $ 10.70     $ 9.71     $ 10.17     $ 10.16  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.11       0.09       0.09       0.06       0.18  

Net realized and unrealized gains (losses) from investments

     0.33       2.15       1.00       (0.45     (0.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.44       2.24       1.09       (0.39     0.01  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.08     (0.11     (0.10     —         (— )(c) 

From net realized gains

     (0.10     —         —         (0.07     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.18     (0.11     (0.10     (0.07     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     0.26       2.13       0.99       (0.46     0.01  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.09     $ 12.83     $ 10.70     $ 9.71     $ 10.17  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

     3.43     21.21     11.28     (3.87 %)      0.11

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 1,474     $ 1,230     $ 430     $ 449     $ 6,832  

Ratio of net expenses to average net assets

     1.47     1.49     1.49     1.49     1.49 %(e) 

Ratio of net investment income to average net assets

     0.87     0.76     0.94     0.53     1.96 %(e) 

Ratio of gross expenses to average net assets

     1.47     1.53     1.63     1.58     1.73 %(e) 

Ratio of expense recoupment to average net assets

     0.02     —         —         —         —    

Portfolio turnover rate(f)

     17.61     16.01     39.39     30.64     7.06 %(d) 

 

(a) 

For the period from November 18, 2013, commencement of operations, to September 30, 2014.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Not annualized for periods less than one year.

(e) 

Annualized for periods less than one year.

(f) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

80


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Year Ended     Year Ended     Year Ended     Year Ended     Period Ended  
     September 30,     September 30,     September 30,     September 30,     September 30,  
     2018     2017     2016     2015     2014(a)  

JOHCM International Small Cap Equity Fund

          

Net asset value, beginning of period

   $ 12.74     $ 10.64     $ 9.66     $ 10.19     $ 10.00  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

          

Net investment income(b)

     0.15       0.14       0.13       0.14       0.18  

Net realized and unrealized gains (losses) from investments

     0.33       2.10       0.97       (0.50     0.01  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.48       2.24       1.10       (0.36     0.19  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

          

From net investment income

     (0.10     (0.14     (0.12     (0.10     (— )(c) 

From net realized gains

     (0.10     —         —         (0.07     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.20     (0.14     (0.12     (0.17     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     0.28       2.10       0.98       (0.53     0.19  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.02     $ 12.74     $ 10.64     $ 9.66     $ 10.19  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

     3.73     21.37     11.54     (3.58 %)      1.94  

Ratios/Supplemental data:

          

Net assets, end of period (000’s)

   $ 219,774     $ 164,092     $ 75,799     $ 66,304     $ 51,592  

Ratio of net expenses to average net assets

     1.22     1.24     1.24     1.24     1.24 %(e) 

Ratio of net investment income to average net assets

     1.17     1.24     1.29     1.38     1.68 %(e) 

Ratio of gross expenses to average net assets

     1.22     1.27     1.28     1.28     1.73 %(e) 

Ratio of expense recoupment to average net assets

     0.02     —         —         —         —    

Portfolio turnover rate(f)

     17.61     16.01     39.39     30.64     7.06 %(d) 

 

(a) 

For the period from October 1, 2013, commencement of operations, to September 30, 2014.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Not annualized for periods less than one year.

(e) 

Annualized for periods less than one year.

(f) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

81


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Class I  
     Year Ended     Year Ended     Year Ended     Period Ended  
     September 30,     September 30,     September 30,     September 30,  
     2018     2017     2016     2015(a)  

JOHCM US Small Mid Cap Equity Fund

        

Net asset value, beginning of period

   $ 12.44     $ 10.61     $ 9.76     $ 10.00  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

        

Net investment loss(b)

     (0.02     (— )(c)      (0.01     0.01  

Net realized and unrealized gains (losses) from investments

     2.40       2.06       1.21       (0.25
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.38       2.06       1.20       (0.24
  

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

        

From net investment income

     —         —         (0.03     —    

From net realized gains

     (0.70     (0.23     (0.32     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.70     (0.23     (0.35     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     1.68       1.83       0.85       (0.24
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 14.12     $ 12.44     $ 10.61     $ 9.76  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

     19.93     19.64     12.64     (2.40 %) 

Ratios/Supplemental data:

        

Net assets, end of period (000’s)

   $ 16     $ 21     $ 11     $ 10  

Ratio of net expenses to average net assets

     1.09     1.09     1.06     0.99 %(e) 

Ratio of net investment income (loss) to average net assets

     (0.14 %)      (0.01 %)      (0.09 %)      0.01 %(e) 

Ratio of gross expenses to average net assets

     3.61     3.44     3.86     4.18 %(e) 

Portfolio turnover rate(f)

     66.46     39.98     72.08     93.31 %(d) 

 

(a) 

For the period from October 31, 2014, commencement of operations, to September 30, 2015.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Not annualized for periods less than one year.

(e) 

Annualized for periods less than one year.

(f) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

82


ADVISERS INVESTMENT TRUST

JOHCM FUNDS

FINANCIAL HIGHLIGHTS

For the periods indicated

 

     Institutional Class  
     Year Ended
September 30,
2018
    Year Ended
September 30,
2017
    Year Ended
September 30,
2016
    Period Ended
September  30,
2015(a)
 

JOHCM US Small Mid Cap Equity Fund

        

Net asset value, beginning of period

   $ 12.47     $ 10.63     $ 9.76     $ 10.00  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

        

Net investment income (loss)(b)

     (— )(c)      0.01       (— )(c)      0.01  

Net realized and unrealized gains (losses) from investments

     2.39       2.06       1.22       (0.25
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.39       2.07       1.22       (0.24
  

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions paid:

        

From net investment income

     (— )(c)      (— )(c)      (0.03     —    

From net realized gains

     (0.70     (0.23     (0.32     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions paid

     (0.70     (0.23     (0.35     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in net asset value

     1.69       1.84       0.87       (0.24
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 14.16     $ 12.47     $ 10.63     $ 9.76  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

     20.00     19.71     12.85     (2.40 %) 

Ratios/Supplemental data:

        

Net assets, end of period (000’s)

   $ 7,856     $ 6,554     $ 5,479     $ 4,882  

Ratio of net expenses to average net assets

     0.99     0.99     0.99     0.99 %(e) 

Ratio of net investment income (loss) to average net assets

     (0.03 %)      0.10     (0.02 %)      0.01 %(e) 

Ratio of gross expenses to average net assets

     3.51     3.35     3.74     4.17 %(e) 

Portfolio turnover rate(f)

     66.46     39.98     72.08     93.31 %(d) 

 

(a) 

For the period from October 31, 2014, commencement of operations, to September 30, 2015.

(b) 

Net investment income (loss) for the period ended was calculated using the average shares outstanding method.

(c) 

Amount was less than $0.005 per share.

(d) 

Not annualized for periods less than one year.

(e) 

Annualized for periods less than one year.

(f) 

Portfolio turnover is calculated at the fund level without regard to each class of shares.

 

83


JOHCM Funds

(Series of the Advisers Investment Trust)

Notice of Privacy Policy & Practices

SAFEGUARDING PRIVACY

The Funds recognizes and respects the privacy concerns and expectations of our customers1. We are committed to maintaining the privacy and security of the personal confidential information we collect about you. We provide this notice so that you will know what kinds of information we collect and the circumstances in which that information may be disclosed to third parties.

INFORMATION WE COLLECT AND SOURCES OF INFORMATION

We collect nonpublic personal information about our customers from the following sources:

 

   

Account Applications and other forms, which may include a customer’s name, address, social security number, and information about a customer’s investment goals and risk tolerance;

 

   

Account History, including information about the transactions and balances in a customer’s account(s); and

 

   

Correspondences including written, telephonic or electronic between a customer and the Funds or service providers to the Funds.

INFORMATION WE SHARE WITH SERVICE PROVIDERS

The Funds may disclose all non-public personal information we collect, as described above, to companies that perform services on our behalf, including those that assist us in responding to inquiries, processing transactions, preparing and mailing account statements and other forms of shareholder services, provided they use the information solely for these purposes and they enter into a confidentiality agreement regarding the information. The Funds also may disclose non-public personal information as otherwise permitted by law.

SAFEGUARDING CUSTOMER INFORMATION

We will safeguard, according to federal standards of security and confidentiality, any non-public personal information our customers share with us.

We require service providers to the Funds:

 

   

to maintain policies and procedures designed to assure only appropriate access to, and use of information about customers of the Funds; and

 

   

to maintain physical, electronic and procedural safeguards that comply with federal standards to guard nonpublic personal information of customers of the Funds.

We will adhere to the policies and practices described in this notice regardless of whether you are a current or former shareholder of the Funds.

 

 

1 

For purposes of this notice, the term “customer” or “customers” include individuals who provide nonpublic personal information to the Funds, but do not invest in Fund shares.


Investment Adviser

J O Hambro Capital Management Limited

Level 3

1 St. James’s Market

London SW1Y 4AH, United Kingdom

Custodian

The Northern Trust Company

50 South LaSalle Street

Chicago, Illinois 60603

Independent Registered

Public Accounting Firm

PricewaterhouseCoopers LLP

One North Wacker

Chicago, Illinois 60606

Legal Counsel

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, Ohio 43215-6101

Distributor

Foreside Financial Services, LLC

3 Canal Plaza, Suite 100

Portland, Maine 04101

For Additional Information, call

866-260-9549 (toll free) or 312-557-5913

To Learn More

Several additional sources of information are available to you. The Statement of Additional Information (“SAI”), incorporated into this prospectus by reference, contains detailed information on Fund policies and operations.

Additional information about a Fund’s investments is available in the Funds’ annual and semi-annual report to shareholders. The Funds’ annual reports contain management’s discussion of market conditions and investment strategies that significantly affected a Fund’s investment return during its last fiscal year.

Call the Funds at 866-260-9549 (toll free) or 312-557-5913 between the hours of 8:30 a.m. and 7:00 p.m. Eastern time on days the Funds are open for business to request free copies of the SAI and the Funds’ annual and semi-annual reports, to request other information about the Funds and to make shareholder inquiries. You may also visit the Funds on the web at www.johcm.com to obtain free copies of the Funds’ SAI and annual and semi-annual reports. Or, write to the Funds at:

The JOHCM Funds

c/o The Northern Trust Company

P.O. Box 4766

Chicago, Illinois 60680-4766

You may review and copy information about the Funds (including the SAI and other reports) at the U. S. Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Call the U. S. Securities and Exchange Commission at 202-551-8090 for room hours and operation. You may also obtain reports and other information about the Funds on the EDGAR Database on the SEC’s internet site at http://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: publicinfo@sec.gov, or by writing the U.S. Securities and Exchange Commission’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1520.

 

 

Investment Company Act File Number: 811-22538


LOGO

 

 

 

JOHCM EMERGING MARKETS

OPPORTUNITIES FUND

Institutional Shares (Ticker: JOEMX)

Class I Shares (Ticker: JOEIX)

Class II Shares (Ticker: JOEAX)

  

JOHCM EMERGING MARKETS SMALL MID

CAP EQUITY FUND

Institutional Shares (Ticker: JOMMX)

Class I Shares (Ticker: JOMEX)

Class II Shares (Not currently offered)

Class III Shares (Not currently offered)

JOHCM GLOBAL EQUITY FUND

Institutional Shares (Ticker: JOGIX)

Class I shares (Ticker: JOGEX)

Class II Shares (Ticker: JOGAX) (Not currently offered)

  

JOHCM US SMALL MID CAP EQUITY FUND

Institutional Shares (Ticker: JODMX)

Class I Shares (Ticker: JODIX)

Class II Shares (Not currently offered)

Class III Shares (Not currently offered)

JOHCM INTERNATIONAL SELECT FUND

Class I Shares (Ticker: JOHIX)

Class II Shares (Ticker: JOHAX)

  

JOHCM INTERNATIONAL OPPORTUNITIES FUND

Institutional Shares (Ticker: JOPSX)

Class I Shares (Not currently offered)

Class II Shares (Not currently offered)

JOHCM INTERNATIONAL SMALL CAP EQUITY FUND

Institutional Shares (Ticker: JOSMX)

Class I Shares (Ticker: JOISX)

Class II Shares (Ticker: JOSAX)

  

JOHCM GLOBAL INCOME BUILDER FUND

Institutional Shares (Ticker: JOBIX)

Class I Shares (Ticker: JOFIX)

Class II Shares (Not currently offered)

JOHCM ASIA EX-JAPAN EQUITY FUND

Institutional Shares (Ticker: JOAMX)

Class I Shares (Ticker: JOAIX)

Class II Shares (Ticker: JOAAX)

  

Each a series of ADVISERS INVESTMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

January 28, 2019

This Statement of Additional Information (“SAI”) is not a prospectus. This SAI is intended to provide additional information regarding the activities and operations of the JOHCM Emerging Markets Opportunities Fund, JOHCM Global Equity Fund, JOHCM International Select Fund, JOHCM International Small Cap Equity Fund, JOHCM Asia Ex-Japan Equity Fund, JOHCM Emerging Markets Small Mid Cap Equity Fund, JOHCM US Small Mid Cap Equity Fund, JOHCM International Opportunities Fund, and JOHCM Global Income Builder Fund (each, a “Fund” and collectively, the “Funds”). This SAI should be read in conjunction with the prospectus dated January 28, 2019. A copy of the prospectus can be obtained at no charge by writing to the transfer agent, The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, or by calling 866-260-9549 (toll free) or 312-557-5913. The Funds’ prospectus (“Prospectus”) is incorporated by reference into this SAI.


TABLE OF CONTENTS

 

     Page  

Description of the Trust and the Funds

     1  

Additional Information about the Funds’ Investments

     1  

Investment Strategies and Risks

     1  

Investment Restrictions

     18  

Shares of the Funds

     19  

Management of the Trust

     21  

Code of Ethics

     25  

Distribution

     25  

Control Persons and Principal Holders of Securities

     26  

Control Persons

     26  

Management Ownership

     31  

Investment Advisory and Other Services

     31  

Investment Adviser

     31  

Fund Services

     38  

Distributor

     40  

Independent Registered Public Accounting Firm

     40  

Brokerage Allocation and Other Practices

     40  

Disclosure of Portfolio Holdings

     42  

Determination of Share Price

     43  

Redemption In-Kind

     43  

Tax Consequences

     43  

Proxy Voting Policies and Procedures

     46  

Financial Statements

     46  

Appendix A

     A-1  

Proxy Voting Policies and Procedures

     A-1  


DESCRIPTION OF THE TRUST AND THE FUNDS

Advisers Investment Trust (the “Trust”) is a Delaware statutory trust operating under a Second Amended and Restated Agreement and Declaration of Trust (the “Trust Agreement”) dated June 21, 2018. The Trust was formerly an Ohio business trust, which commenced operations on December 20, 2011. On March 31, 2017, the Trust was converted to a Delaware statutory trust. The Trust is an open-end investment company. The Trust Agreement permits the Board of Trustees (“Trustees” or “Board”) to authorize and issue an unlimited number of shares of beneficial interest of separate series. This Statement of Additional Information relates to the JOHCM Emerging Markets Opportunities Fund, JOHCM Global Equity Fund, JOHCM International Select Fund, JOHCM International Small Cap Equity Fund, JOHCM Asia Ex-Japan Equity Fund, JOHCM Emerging Markets Small Mid Cap Equity Fund, JOHCM US Small Mid Cap Equity Fund, JOHCM International Opportunities Fund, and JOHCM Global Income Builder Fund (each, a “Fund” and collectively, the “Funds”), each a series of the Trust. The investment adviser to each of the Funds is J O Hambro Capital Management Limited (the “Adviser”). Each Fund is a diversified fund.

Each of the JOHCM Emerging Markets Opportunity Fund, JOHCM Global Equity Fund and JOHCM International Select Fund commenced operations in the Advisers Investment Trust on November 18, 2013, upon the reorganization of the JOHCM Emerging Markets Opportunities Fund, JOHCM Global Equity Fund, and JOHCM International Select Fund (each a “Predecessor Fund” and collectively the “Predecessor Funds”), each a series of the Scotia Institutional Trust (formerly DundeeWealth Trust), into the JOHCM Emerging Markets Opportunities Fund, JOHCM Global Equity Fund, and JOHCM International Select Fund (each an “Successor Acquiring Fund” and collectively the “Acquiring Funds”), respectively, each a newly-created series of Advisers Investment Trust (“AIT”).

The Funds do not issue share certificates. All shares are held in non-certificated form registered on the books of the Funds and the transfer agent for the account of the shareholder. Each share of a series represents an equal proportionate interest in the assets and liabilities belonging to that series and is entitled to such dividends and distributions out of income belonging to the series as are declared by the Trustees. The shares do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have 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 the shareholders of any other series are in no way affected. In case of any liquidation of a series, the shareholders 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 Trustees in such manner as the Trustees determine 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 Funds have equal voting and liquidation rights. The Trust Agreement can be amended by the Trustees, except that any amendment that adversely affects the rights of shareholders must be approved by the shareholders affected. All shares of the Funds are subject to involuntary redemption if the Trustees determine to liquidate a Fund. 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 Funds, see “How to Purchase 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 Funds’ assets, see “Pricing Your Shares” in the Prospectus and “Determination of Share Price” in this Statement of Additional Information.

ADDITIONAL INFORMATION ABOUT THE FUNDS’ INVESTMENTS

Investment Strategies and Risks

All principal investment strategies and risks of each Fund are discussed in the Prospectus. This section contains a more detailed discussion of some of the investments the Funds may make, some of the techniques the Funds may use, and the risks related to those techniques and investments. Additional non-principal strategies and risks also are discussed here.

Equity Securities

Equity securities consist of common stock, preferred stock, securities convertible into common and preferred stock, rights, warrants, income trusts, and Master Limited Partnerships (“MLP”). Common stocks, the most familiar type, represent an equity (ownership) interest in a corporation. Preferred stocks represent an equity interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends or in the event of issuer liquidation or bankruptcy. Warrants

 

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are options to purchase equity securities at a specified price for a specific time period. Rights are similar to warrants, but normally have a short duration and are distributed by the issuer to its shareholders. Convertible securities are bonds, debentures, notes, preferred stocks that may be converted or exchanged into shares of the underlying common stock at a stated exchange ratio. Income trusts and Master Limited Partnerships units are equity investments and may lack diversification as such trusts are primarily invested in oil and gas, pipelines, and other infrastructures whereas MLPs are primarily engaged in the transportation, storage, processing, refining, marketing, exploration, productions, and mining of minerals and natural resources. Although equity securities have a history of long-term growth in value, their prices fluctuate based on changes in a company’s financial condition and on overall market and economic conditions.

Investments in equity securities are subject to inherent market risks and fluctuations in value due to earnings, economic conditions and other factors beyond the control of the Adviser. As a result, the return and net asset value (“NAV”) of a Fund will fluctuate. Securities in the Funds’ portfolios may not increase as much as the market as a whole and some undervalued securities may continue to be undervalued for long periods of time. Although profits in some Fund holdings may be realized quickly, it is not expected that most investments will appreciate rapidly.

Depositary Receipts

The Funds may invest in sponsored and unsponsored American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”), which are receipts issued by a bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in sponsored form, are designed for use in the U.S. securities markets. EDRs are the European equivalent of ADRs and are designed to attract investment capital from the European region. GDRs are designed to raise capital in the U.S. and foreign securities markets. The underlying shares of depositary receipts are held in trust by a custodian bank or similar financial institution in the issuer’s home country. Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. A sponsoring company provides financial information to the bank and may subsidize administration of the ADR, EDR or GDR. Unsponsored ADRs, EDRs and GDRs may be created by a broker-dealer or depository bank without the participation of the foreign issuer. Holders of these unsponsored depositary receipts generally bear all the costs of the ADR, EDR or GDR facility, whereas foreign issuers typically bear certain costs in a sponsored depositary receipt. The bank or trust company depositary of an unsponsored depositary receipt may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Unsponsored depositary receipts may carry more risk than sponsored depositary receipts because of the absence of financial information provided by the underlying company. Many of the risks described below regarding foreign securities apply to investments in ADRs, EDRs and GDRs.

Foreign and Emerging Markets Investments

Investing in foreign securities generally represents a greater degree of risk than investing in domestic securities, due to possible exchange controls or exchange rate fluctuations, limits on repatriation of capital, less publicly available information as a result of accounting, auditing, and financial reporting standards different from those used in the U.S., more volatile markets, potentially less securities regulation, less favorable tax provisions, political or economic instability, war, or expropriation. As a result of its investments in foreign securities, the Funds may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated.

Each of the Funds, except the JOHCM US Small Mid Cap Equity Fund, will also invest in countries or regions with relatively low gross national product per capita compared to the world’s major economies, and in countries or regions with the potential for rapid economic growth (emerging markets). The Adviser includes within its definition of an emerging market country, any country: (i) having an “emerging stock market” as defined by the International Finance Corporation; (ii) with low-to-middle-income economies according to the International Bank for Reconstruction and Development (the “World Bank”); or (iii) listed in World Bank publications as developing.

The risks of investing in foreign securities may be intensified in the case of investments in emerging markets. Securities of many issuers in emerging markets may be less liquid and more volatile than securities of comparable domestic issuers. Emerging markets also may have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of the Funds are uninvested and no return is earned thereon. Securities prices in emerging markets can be significantly more volatile than in the more developed nations of the world, reflecting the greater uncertainties of investing in less established markets and economies. The economies of countries with emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in countries with emerging markets may have limited marketability and may be subject to more abrupt or erratic price movements.

 

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Certain emerging markets may require governmental approval for the repatriation of investment income, capital, or the proceeds of sales of securities by foreign investors. In addition, if deterioration occurs in an emerging market’s balance of payments or for other reasons, a country could impose temporary restrictions on foreign capital remittances. The Funds could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Funds of any restrictions on investments.

Certain European countries in which the Funds may invest have recently experienced significant volatility in financial markets and may continue to do so in the future. The impact of the United Kingdom’s intended departure from the European Union, commonly known as “Brexit,” and the potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets. These consequences include greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in such markets. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on asset valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation in such markets. This may adversely impact Fund performance.

The JOHCM Emerging Markets Opportunities Fund, JOHCM International Small Cap Equity Fund, JOHCM Emerging Markets Small Mid Cap Equity Fund, JOHCM International Opportunities Fund and JOHCM Global Income Builder Fund may, as part of their principal investment strategy, invest in frontier market countries. A sub-set of emerging markets, frontier markets are less developed than other emerging markets and are the most speculative. Frontier countries generally have smaller economies or less developed capital markets than traditional emerging market countries and, as a result, the risks of investing in emerging market countries are magnified in frontier countries. They have the least number of investors and may not have a stock market on which to trade. Economic or political instability may cause larger price changes in frontier market securities than in securities of issuers based in more developed foreign countries, including securities of issuers in larger emerging markets. Frontier markets generally receive less investor attention than developed markets or larger emerging markets. Most frontier markets consist chiefly of stocks of financial, telecommunications, and consumer companies that count on monthly payments from customers. Investments in this sector are typically illiquid, nontransparent, and subject to very low levels of regulation and high transaction fees. Frontier market investments may be subject to substantial political and currency risk. The risk of investing in frontier markets can be increased due to government ownership or control of parts of private sector and of certain companies; trade barriers, exchange controls, managed adjustments in relative currency values, and other protectionist measures imposed or negotiated by frontier market countries or their trading partners; and the relatively new and unsettled securities laws in many frontier market countries. These risks can result in the potential for extreme price volatility.

Investments in certain foreign emerging market debt obligations may be restricted or controlled to varying degrees. These restrictions or controls may at times preclude investment in certain foreign emerging market debt obligations and increase the expenses of the Funds.

Participatory Notes. Each of the Funds may also invest, and the JOHCM Emerging Markets Opportunities Fund may invest as part of its principal investment strategy, in participatory notes. Participatory notes issued by banks or broker-dealers are designed to replicate the performance of certain non-U.S. companies traded on a non-U.S. exchange. Participatory notes are a type of equity-linked derivative that generally are traded over-the-counter. Even though a participatory note is intended to reflect the performance of the underlying equity securities on a one-to-one basis so that investors will not normally gain or lose more in absolute terms than they would have made or lost had they invested in the underlying securities directly, the performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve risks normally associated with a direct investment in the underlying securities. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the notes will not fulfill its contractual obligation to complete the transaction with a Fund. Participatory notes constitute general unsecured, unsubordinated contractual obligations of the banks or broker-dealers that issue them, and each Fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participatory note against the issuers of the securities underlying such participatory notes. There can be no assurance that the trading price or value of participatory notes will equal the value of the underlying value of the equity securities they seek to replicate.

Foreign Currency and Foreign Currency Forward Contracts, Futures, and Options

When investing in foreign securities, a Fund usually effects currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign exchange market. A Fund incurs expenses in converting assets from one currency to another.

Forward Contracts. The Funds may enter into foreign currency forward contracts for the purchase or sale of a fixed quantity of a foreign currency at a future date (“forward contracts”) for hedging purposes, either to “lock-in” the U.S. dollar purchase price of the securities denominated in a foreign currency or the U.S. dollar value of interest and dividends to be paid on such securities, or to hedge against the possibility that the currency of a foreign country in which a Fund has investments may suffer a decline against the

 

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U.S. dollar, as well as for non-hedging purposes. The Funds may also enter into a forward contract on one currency in order to hedge against risk of loss arising from fluctuations in the value of a second currency (“cross hedging”). Forward contracts are traded over-the-counter, and not on organized commodities or securities exchanges. As a result, such contracts operate in a manner distinct from exchange-traded instruments, and their use involves certain risks beyond those associated with transactions in futures contracts or options traded on an exchange, including counterparty credit risk.

Only a limited market, if any, currently exists for hedging transactions relating to currencies in many emerging market countries, or to securities of issuers domiciled or principally engaged in business in emerging market countries, in which the Funds may invest. This may limit a Fund’s ability to effectively hedge its investments in those emerging markets.

Foreign Currency Futures. Generally, foreign currency futures provide for the delivery of a specified amount of a given currency, on the settlement date, for a pre-negotiated price denominated in U.S. dollars or other currency. Foreign currency futures contracts would be entered into for the same reason and under the same circumstances as forward contracts. The Adviser will assess such factors as cost spreads, liquidity and transaction costs in determining whether to utilize futures contracts or forward contracts in its foreign currency transactions and hedging strategy.

Purchasers and sellers of foreign currency futures contracts are subject to the same risks that apply to the buying and selling of futures generally. A Fund must accept or make delivery of the underlying foreign currency, through banking arrangements, in accordance with any U.S. or foreign restrictions or regulations regarding the maintenance of foreign banking arrangements by U.S. residents and may be required to pay any fees, taxes or charges associated with such delivery which are assessed in the issuing country.

Foreign Currency Options. The Funds may purchase and write options on foreign currencies for purposes similar to those involved with investing in forward contracts. For example, in order to protect against declines in the dollar value of portfolio securities which are denominated in a foreign currency, or to protect against potential declines in its portfolio securities that are denominated in foreign currencies.

The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and have no relationship to the investment merits of a foreign security, including foreign securities held in a “hedged” investment portfolio. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

As in the case of other kinds of options, the use of foreign currency options constitutes only a partial hedge, and the Funds could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on a foreign currency may not necessarily constitute an effective hedge against fluctuations in exchange rates and, in the event of rate movements adverse to a Fund’s position, the Fund may forfeit the entire amount of the premium plus related transaction costs.

Options on foreign currencies written or purchased by the Funds may be traded on U.S. or foreign exchanges or over the counter. There is no systematic reporting of last sale information for foreign currencies traded over the counter or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis.

Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that are not reflected in the options market.

Additional Risk Factors. As a result of its investments in foreign securities, the Funds may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated. In that event, a Fund may convert such currencies into dollars at the then current exchange rate. Under certain circumstances, however, such as where the Adviser believes that the applicable rate is unfavorable at the time the currencies are received or the Adviser anticipates, for any other reason, that the exchange rate will improve, the Fund may hold such currencies for an indefinite period of time. In addition, a Fund may be required to receive delivery of the foreign currency underlying forward foreign currency contracts it has entered into. This could occur, for example, if an option written by the Fund is exercised or the Fund is unable to close out a forward contract. The Funds may hold foreign currency in anticipation of purchasing foreign securities.

 

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The Funds may also elect to take delivery of the currencies’ underlying options or forward contracts if, in the judgment of the Adviser, it is in the best interest of a Fund to do so. In such instances as well, a Fund may convert the foreign currencies to dollars at the then current exchange rates, or may hold such currencies for an indefinite period of time.

While the holding of currencies will permit the Funds to take advantage of favorable movements in the applicable exchange rate, it also exposes the Funds to risk of loss if such rates move in a direction adverse to a Fund’s position. Such losses could reduce any profits or increase any losses sustained by the Funds from the sale or redemption of securities, and could reduce the dollar value of interest or dividend payments received. In addition, the holding of currencies could adversely affect a Fund’s profit or loss on currency options or forward contracts, as well as its hedging strategies.

Sovereign Obligations

Sovereign debt includes investments in securities issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions. An investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and a Fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt may be more volatile than prices of U.S. debt obligations. In the past, certain emerging markets have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor’s policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts.

Master Limited Partnerships (MLP)

Each Fund, except the JOHCM US Small Mid Cap Equity Fund, may invest in limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. Generally, a MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invest in a MLP) are not involved in the day-to-day management of the partnership. They are allocated income and capital gains associated with the partnership project in accordance with the terms established in the partnership agreement. MLPs make distributions that are similar to dividends, and these are generally paid out on a quarterly basis. Some distributions received by a Fund with respect to its investments in MLPs may, if distributed by the Fund, be treated as a return of capital because of accelerated deductions available with respect to the activities of such MLPs and the MLPs’ distribution policies. Generally speaking, MLP investment returns are enhanced during periods of declining/low interest rates and tend to be negatively influenced when interest rates are rising. As an income vehicle, the unit price can be influenced by general interest rate trends independent of specific underlying fundamentals. In addition, most MLPs are fairly leveraged and typically carry a portion of “floating” rate debt. As such, a significant upward swing in interest rates would result in higher interest expense. Furthermore, most MLPs grow by acquisitions partly financed by debt, and higher interest rates could make it more difficult to transact accretive acquisitions.

MLPs are generally engaged in the transportation, storage, processing, refining, marketing, exploration, production, and mining of minerals and natural resources. To the extent that a MLP’s interests are all in a particular industry, the MLP will, accordingly, be negatively impacted by economic events impacting that industry. The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. In addition, MLPs may be subject to state taxation in certain jurisdictions which will have the effect of reducing the amount of income paid by the MLP to its investors.

Options

Each Fund may invest in covered put and covered call options and write covered put and covered call options on securities in which it may invest directly and that are traded on registered domestic securities exchanges. The writer of a call option, who receives a premium, has the obligation, upon exercise of the option, to deliver the underlying security against payment of the exercise price during the option period. The writer of a put, who receives a premium, has the obligation to buy the underlying security, upon exercise, at the exercise price during the option period.

 

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Each Fund may write put and call options on securities only if they are “covered,” and such options must remain “covered” as long as the Fund is obligated as a writer. Transactions using options (other than options that the Fund has purchased) expose the Fund to an obligation to another party. The Funds will not enter into any such transactions unless it owns either (i) an offsetting (“covered”) position in securities or other options or (ii) cash or liquid securities with a value sufficient at all times to cover its potential obligations not covered as provided in (i) above. Each Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities in a segregated account with the Funds’ custodian in the prescribed amount. Under current SEC guidelines, each Fund will segregate assets to cover transactions in which the Fund writes or sells options. Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding option is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the Fund’s assets to cover or segregated accounts could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations. A call option is “covered” if the Fund owns the underlying security or its equivalent covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration if such cash is segregated) upon conversion or exchange of other securities held in its portfolio. A call option is also covered if a Fund maintains appropriate liquid securities with a value equal to the strike price or holds on a share-for-share or equal principal amount basis a call on the same security as the call written where the exercise price of the call held is equal to or less than the exercise price of the call written or greater than the exercise price of the call written if appropriate liquid assets representing the difference are segregated by the Fund. A put option is “covered” if a Fund maintains appropriate liquid securities with a value equal to the exercise price, or owns on a share-for-share or equal principal amount basis a put on the same security as the put written where the exercise price of the put held is equal to or greater than the exercise price of the put written.

There are numerous risks associated with transactions in options. The principal factors affecting the market value of an option include supply and demand, interest rates, current market price of the underlying index or security in relation to the exercise price of the option, the actual or perceived volatility of the underlying index or security and the time remaining until the expiration date. The premium received for an option written by a Fund is recorded as an asset of the Fund and its obligation under the option contract as an equivalent liability. A Fund then adjusts over time the liability as the market value of the option changes. The value of each written option will be marked to market daily.

A decision as to whether, when and how to write call options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

Options on securities indices are similar to options on securities except that, rather than the right to take or make delivery of securities at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple. The writer of the option is obligated, in return for the premium received, to make delivery of this amount. Unlike options on securities, all settlements are in cash, and gain or loss depends on price movements in the securities market generally (or in a particular industry or segment of the market) rather than price movements in individual securities.

Because the exercise of index options is settled in cash, sellers of index call options cannot provide in advance for their potential settlement obligations by acquiring and holding the underlying securities. When a call option sold by a Fund is exercised or closed out, a Fund may be required to sell portfolio securities or to deliver portfolio securities to the option purchaser to satisfy its obligations when it would not otherwise choose to do so, or a Fund may choose to sell portfolio securities to realize gains to offset the losses realized upon option exercise. Such sales or delivery would involve transaction costs borne by a Fund and may also result in realization of taxable capital gains, including short-term capital gains taxed at ordinary income tax rates, and may adversely impact a Fund’s after-tax returns.

Other Derivatives

A Fund investing in derivatives will be subject to credit risk with respect to the counterparties to any over-the-counter derivatives contracts purchased by a Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract, a Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. A Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

Options on securities, futures contracts, and options on currencies may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (1) other complex foreign political, legal and economic factors, (2) lesser availability than in the United States of data on which to make trading decisions, (3) delays in the Adviser’s ability to act upon

 

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economic events occurring in foreign markets during non-business hours in the United States, (4) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (5) lesser trading volume.

Certain investment strategies of the Funds described above may be deemed to involve the issuance or sale of a senior security by a Fund which require the Fund to enter into offsetting transactions or to segregate assets in amounts that would cover the Fund’s potential liabilities consistent with or permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

The Trust, on behalf of the Funds, has filed with the National Futures Association, a notice claiming an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended (“CEA”), and the rules of the Commodity Futures Trading Commission (“CFTC”) promulgated thereunder, with respect to the Funds’ operation. Accordingly, the Funds are not currently subject to registration or regulation as a commodity pool operator.

Other Investment Companies

The Funds may invest in securities issued by other investment companies, including shares of money market funds, exchange traded funds (“ETFs”), open-end and closed-end investment companies, real estate investment trusts, and passive foreign investment companies.

ETFs are typically not actively managed. Rather, an ETF’s objective is to track the performance of a specified index. Therefore, securities may be purchased, retained and sold by ETFs at times when an actively managed trust would not do so. As a result, a Fund may have a greater risk of loss (and a correspondingly greater prospect of gain) from changes in the value of the securities that are heavily weighted in the index than would be the case if the ETF were not fully invested in such securities. Because of this, an ETF’s price can be volatile. In addition, the results of an ETF will not match the performance of the specified index due to reductions in the ETF’s performance attributable to transaction and other expenses, including fees paid by the ETF to service providers.

The Funds may invest in shares of closed-end funds that are trading at a discount to NAV or at a premium to NAV. There can be no assurance that the market discount on shares of any closed-end fund purchased by a Fund will ever decrease. In fact, it is possible that this market discount may increase and a Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the NAV of a Fund’s shares. Similarly, there can be no assurance that any shares of a closed-end fund purchased by a Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a purchase of such shares by the Fund. Also, there may be a limited secondary market for shares of closed-end funds.

Closed-end funds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund’s common shares in an attempt to enhance the current return to such closed-end fund’s common shareholders. A Fund’s investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the same time may be expected to exhibit more volatility in market price and NAV than an investment in shares of investment companies without a leveraged capital structure.

Shares of closed-end funds and ETFs (except, in the case of ETFs, for “aggregation units” of 50,000 shares) are not individually redeemable, but are traded on securities exchanges. The prices of such shares are based upon, but not necessarily identical to, the value of the securities held by the issuer. There is no assurance that the requirements of the securities exchange necessary to maintain the listing of shares of any closed-end fund or ETF will continue to be met.

REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interest. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. The Fund will indirectly bear its proportionate share of expenses incurred by REITs in which the Fund invests in addition to the expenses incurred directly by the Fund.

Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills and on cash flows, are not diversified, and are subject to default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax free pass-through of income under the Code and failing to maintain their exemption from registration under the 1940 Act.

 

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REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT’s investment in such loans will gradually align themselves to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.

Investment in REITs involves risks similar to those associated with investing in small capitalization companies. These risks include limited financial resources, infrequent or limited trading, and more abrupt or erratic price movements than larger company securities. In addition, small capitalization stocks, such as certain REITs, historically have been more volatile in price than the larger capitalization stocks included in the S&P 500 Index.

Some of the countries in which the Funds may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Investments in such countries may be permitted only through foreign government-approved or government-authorized investment vehicles, which may include other investment companies. These funds may also invest in other investment companies that invest in foreign securities. Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act. Except as otherwise permitted by Section 12(d)(1)(E), (F), and (G) of the 1940 Act and the rules thereunder, each Fund may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company as long as the Fund does not own more than 3% of the voting stock of any one investment company. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. Those expenses would be in addition to the advisory and other expenses that a Fund bears directly in connection with its own operations.

Restricted and Illiquid Securities

Each Fund may invest up to 15% of its net assets in securities that are considered illiquid. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933 (the “1933 Act”) (“restricted securities”), securities that are otherwise not readily marketable, such as over-the-counter options, and repurchase agreements not entitling the holder to payment of principal in seven days. Subject to the oversight of the Trust’s Board of Trustees, the Adviser determines and monitors the liquidity of portfolio securities. Such securities may offer higher yields than comparable publicly traded securities and they may also incur higher risks.

Repurchase agreements, reverse repurchase agreements and time deposits that do not provide for payment to a Fund within seven days after notice or which have a term greater than seven days are deemed illiquid securities for this purpose unless such securities are variable amount master demand notes with maturities of nine months or less or unless the Adviser has determined that an adequate trading market exists for such securities or that market quotations are readily available.

Each Fund may purchase Rule 144A securities sold to institutional investors without registration under the 1933 Act and commercial paper issued in reliance upon the exemption in Section 4(a)(2) of the 1933 Act, for which an institutional market has developed. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on the issuer’s ability to honor a demand for repayment of the unregistered security. A security’s contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of the security. These securities may be determined to be liquid in accordance with guidelines established by the Trust’s Board of Trustees.

Certificates of Deposit, Bankers’ Acceptances and Time Deposits

Certificates of deposit are receipts issued by a depository institution in exchange for the deposit of funds. The issuer agrees to pay the amount deposited plus interest to the bearer of the receipt on the date specified on the certificate. The certificate usually can be traded in the secondary market prior to maturity. Bankers’ acceptances typically arise from short-term credit arrangements designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like certificates of deposits, time deposits earn a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days are considered to be illiquid securities.

Commercial Paper

Each of the Funds, except the JOHCM Emerging Markets Small Mid Cap Equity Fund, may purchase commercial paper. Commercial paper consists of short-term (usually from one to 270 days) unsecured promissory notes issued by corporations in order to

 

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finance current operations. The Funds may only invest in commercial paper rated at least “Prime-2” or better by Moody’s or rated “A-2” or better by S&P or, if the security is unrated, the Adviser determines that it is of equivalent quality.

Convertible Securities

Convertible securities include fixed-income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these securities. Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security’s underlying common stock.

Preferred Stock

Preferred stocks, like some debt obligations, are generally fixed-income securities. Shareholders of preferred stocks normally have the right to receive dividends at a fixed rate when and as declared by the issuer’s board of directors, but do not participate in other amounts available for distribution by the issuing corporation. Dividends on the preferred stock may be cumulative, and all cumulative dividends usually must be paid prior to shareholders of common stock receiving any dividends. Because preferred stock dividends must be paid before common stock dividends, preferred stocks generally entail less risk than common stocks. Upon liquidation, preferred stocks are entitled to a specified liquidation preference, which is generally the same as the par or stated value, and are senior in right of payment to common stock. Preferred stocks are, however, equity securities in the sense that they do not represent a liability of the issuer and, therefore, do not offer as great a degree of protection of capital or assurance of continued income as investments in corporate debt securities. Preferred stock dividends are not guaranteed and management can elect to forego the preferred dividend, resulting in a loss to a Fund. Preferred stocks are generally subordinated in right of payment to all debt obligations and creditors of the issuer, and convertible preferred stocks may be subordinated to other preferred stock of the same issue. Preferred stocks lack voting rights and the Adviser may incorrectly analyze the security, resulting in a loss to a Fund.

Structured Investments

A structured investment is a security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments (such as commercial bank loans) and the issuance by that entity or one or more classes of securities (“structured securities”) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities are generally of a class of structured securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured instruments include structured notes. In addition to the risks applicable to investments in structured investments and debt securities in general, structured notes bear the risk that the issuer may not be required to pay interest on the structured note if the index rate rises above or falls below a certain level. Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities. Investments in government and government-related restructured debt instruments are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt and requests to extend additional loan amounts. Structured investments include a wide variety of instruments including, without limitation, Collateralized Debt Obligations, credit linked notes, and participation notes and participatory notes.

Rights

Rights are usually granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued to the public. The right entitles its holder to buy common stock at a specified price. Rights have similar features to warrants, except that the life of a right is typically much shorter, usually a few weeks. The risk of investing in a right is that the right may expire prior to the market value of the common stock exceeding the price fixed by the right.

 

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Warrants

Warrants are securities that are usually issued with a bond or preferred stock but may trade separately in the market. A warrant allows its holder to purchase a specified amount of common stock at a specified price for a specified time. The risk of investing in a warrant is that the warrant may expire prior to the market value of the common stock exceeding the price fixed by the warrant. The Funds do not invest in warrants but may receive them pursuant to a corporate event involving one of its portfolio holdings. In addition, the percentage increase or decrease in the market price of a warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock.

Corporate Debt Securities

Corporate debt securities may include investment grade bonds (defined as Baa3 or higher by Moody’s or BBB- or higher by S&P or the equivalent by any other nationally recognized statistical rating organization (“NRSRO”)) or in unrated bonds that are determined by the Adviser to be of comparable quality at the time of investment. All debt securities are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity.

Municipal Bonds

Government obligations in which the JOHCM Global Income Builder Fund may invest also include municipal securities, which are obligations, often bonds and notes, issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies, authorities and instrumentalities, the interest on which is typically exempt from federal income tax.

Municipal bonds are generally considered riskier investments than Treasury securities. The prices and yields on municipal securities are subject to change from time to time and depend upon a variety of factors, including general money market conditions, the financial condition of the issuer (or other entities whose financial resources are supporting the municipal security), general conditions in the market for tax-exempt obligations, the size of a particular offering and the maturity of the obligation and the rating(s) of the issue. Contrary to historical trends, in recent years, the market has encountered increased rates of default and lower yields on municipal bonds. This is a product of significant reductions in revenues for many states and municipalities as well as residual effects of a generally weakened economy.

Non-Investment-Grade Debt Securities

The JOHCM Global Income Builder Fund may invest in non-investment-grade securities. Non-investment-grade securities, also referred to as “high yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (for example, lower than Baa3 by Moody’s Investors Service, Inc. or lower than BBB- by Standard & Poor’s) or are determined to be of comparable quality by the Fund’s Advisor. These securities are generally considered to be, on balance, highly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation and will generally involve more credit risk than securities in the investment-grade categories. Investment in these securities generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk.

Some high yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring, such as an acquisition, merger, or leveraged buyout. Companies that issue high yield securities are often highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high yield securities were once rated as investment-grade but have been downgraded to junk bond status because of financial difficulties experienced by their issuers.

The market values of high yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in junk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high yield securities held by the Fund defaults, in addition to risking payment of all or a portion of interest and principal, the Fund may incur additional expenses to seek recovery.

The secondary market on which high yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of the Fund to sell a high yield security or the price at which the Fund could sell a high yield security, and could adversely affect the daily NAV of Fund Shares. When secondary markets for high yield securities are less liquid than the market for investment-grade securities, it may be more difficult to

 

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value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available.

The Fund will not necessarily dispose of a security if a credit-rating agency downgrades the rating of the security below its rating at the time of purchase.

U.S. Government Securities

The Funds may invest in obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities, including bills, notes and bonds issued by the U.S. Treasury. Obligations of certain agencies and instrumentalities of the U.S. government, such as the Government National Mortgage Association (“GNMA”), are supported by the full faith and credit of the U.S. Treasury; others, such as those of Fannie Mae (“FNMA”), are supported by the right of the issuer to borrow from the Treasury; still others, such as those of the Federal Farm Credit Banks or the Federal Home Loan Mortgage Corporation (“FHLMC”), are supported only by the credit of the instrumentality. No assurance can be given that the U.S. government would provide financial support to U.S. government-sponsored agencies or instrumentalities, such as FNMA, or the FHLMC, since it is not obligated to do so by law. These agencies or instrumentalities are supported by the issuer’s right to borrow specific amounts from the U.S. Treasury, the discretionary authority of the U.S. government to purchase certain obligations from such agencies or instrumentalities, or the credit of the agency or instrumentality. Whether backed by the full faith and credit of the U.S. Treasury or not, U.S. government securities are not guaranteed against price movements due to fluctuating interest rates.

Loans

The JOHCM Global Income Builder Fund may invest in fixed and floating rate loans (“Loans”). Loans may include senior floating rate loans (“Senior Loans”) and secured and unsecured loans, second lien or more junior loans (“Junior Loans”) and bridge loans or bridge facilities (“Bridge Loans”). Loans are typically arranged through private negotiations between borrowers in the U.S. or in foreign or emerging markets which may be corporate issuers or issuers of sovereign debt obligations (“Borrowers”) and one or more financial institutions and other lenders (“Lenders”). Generally, the Fund invests in Loans by purchasing assignments of all or a portion of Loans (“Assignments”) or Loan participations (“Participations”) from third parties.

The Fund has direct rights against the Borrower on the Loan when it purchases an Assignment. Because Assignments are arranged through private negotiations between potential assignees and potential assignors, however, the rights and obligations acquired by the Fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender. With respect to Participations, typically, the Fund will have a contractual relationship only with the Lender and not with the Borrower. The agreement governing Participations may limit the rights of the Fund to vote on certain changes which may be made to the Loan agreement, such as waiving a breach of a covenant. However, the holder of a Participation will generally have the right to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate. Participations may entail certain risks relating to the creditworthiness of the parties from which the participations are obtained.

A Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of Loan investors. The Agent typically administers and enforces the Loan on behalf of the other Loan investors in the syndicate. The Agent’s duties may include responsibility for the collection of principal and interest payments from the Borrower and the apportionment of these payments to the credit of all Loan investors. The Agent is also typically responsible for monitoring compliance with the covenants contained in the Loan agreement based upon reports prepared by the Borrower. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan investors. In the event of a default by the Borrower, it is possible, though unlikely, that the Fund could receive a portion of the borrower’s collateral. If the Fund receives collateral other than cash, any proceeds received from liquidation of such collateral will be available for investment as part of the Fund’s portfolio.

In the process of buying, selling and holding Loans, the Fund may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When the Fund buys or sells a Loan it may pay a fee. In certain circumstances, the Fund may receive a prepayment penalty fee upon prepayment of a Loan.

Additional Information concerning Senior Loans. Senior Loans typically hold the most senior position in the capital structure of the Borrower, are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debt holders and shareholders of the Borrower. Collateral for Senior Loans may include (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights; and/or, (iv) security interests in shares of stock of subsidiaries or affiliates.

 

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Additional Information concerning Junior Loans. Junior Loans include secured and unsecured loans including subordinated loans, second lien and more junior loans, and bridge loans. Second lien and more junior loans (“Junior Lien Loans”) are generally second or further in line in terms of repayment priority. In addition, Junior Lien Loans may have a claim on the same collateral pool as the first lien or other more senior liens or may be secured by a separate set of assets. Junior Loans generally give investors priority over general unsecured creditors in the event of an asset sale.

Additional Information concerning Bridge Loans. Bridge Loans are short-term loan arrangements (e.g., 12 to 18 months) typically made by a Borrower in anticipation of intermediate-term or long-term permanent financing. Most Bridge Loans are structured as floating-rate debt with step-up provisions under which the interest rate on the Bridge Loan rises the longer the Loan remains outstanding. In addition, Bridge Loans commonly contain a conversion feature that allows the Bridge Loan investor to convert its Loan interest to senior exchange notes if the Loan has not been prepaid in full on or prior to its maturity date. Bridge Loans typically are structured as Senior Loans but may be structured as Junior Loans.

Additional Information concerning Unfunded Commitments. Unfunded commitments are contractual obligations pursuant to which the Fund agrees to invest in a Loan at a future date. Typically, the Fund receives a commitment fee for entering into the Unfunded Commitment.

Additional Information concerning Synthetic Letters of Credit. Loans may include synthetic letters of credit. In a synthetic letter of credit transaction, the Lender typically creates a special purpose entity or a credit-linked deposit account for the purpose of funding a letter of credit to the borrower. When the Fund invests in a synthetic letter of credit, the Fund is typically paid a rate based on the Lender’s borrowing costs and the terms of the synthetic letter of credit. Synthetic letters of credit are typically structured as Assignments with the Fund acquiring direct rights against the Borrower.

Risk Factors of Loans. Loans are subject to the risks associated with debt obligations in general including interest rate risk, credit risk and market risk. When a Loan is acquired from a Lender, the risk includes the credit risk associated with the Borrower of the underlying Loan. The Fund may incur additional credit risk when the Fund acquires a participation in a Loan from another lender because the Fund must assume the risk of insolvency or bankruptcy of the other lender from which the Loan was acquired. To the extent that Loans involve Borrowers in foreign or emerging markets, such Loans are subject to the risks associated with foreign investments or investments in emerging markets in general. The following outlines some of the additional risks associated with Loans.

High Yield Securities Risk. The Loans that the Fund invests in may not be rated by an NRSRO, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. To the extent that such high yield Loans are rated, they typically will be rated below investment grade and are subject to an increased risk of default in the payment of principal and interest as well as the other risks described under “Non-Investment-Grade Debt Securities” Loans are vulnerable to market sentiment such that economic conditions or other events may reduce the demand for Loans and cause their value to decline rapidly and unpredictably.

Liquidity Risk. Loans that are deemed to be liquid at the time of purchase may become illiquid or less liquid. No active trading market may exist for certain Loans and certain Loans may be subject to restrictions on resale or have a limited secondary market. Certain Loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. The inability to dispose of certain Loans in a timely fashion or at a favorable price could result in losses to the Fund.

Collateral and Subordination Risk. With respect to Loans that are secured, the Fund is subject to the risk that collateral securing the Loan will decline in value or have no value or that the Fund’s lien is or will become junior in payment to other liens. A decline in value of the collateral, whether as a result of market value declines, bankruptcy proceedings or otherwise, could cause the Loan to be under collateralized or unsecured. In such event, the Fund may have the ability to require that the Borrower pledge additional collateral. The Fund, however, is subject to the risk that the Borrower may not pledge such additional collateral or a sufficient amount of collateral. In some cases, there may be no formal requirement for the Borrower to pledge additional collateral. In addition, collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a Borrower’s obligation on a Loan. If the Fund were unable to obtain sufficient proceeds upon a liquidation of such assets, this could negatively affect Fund performance.

If a Borrower becomes involved in bankruptcy proceedings, a court may restrict the ability of the Fund to demand immediate repayment of the Loan by Borrower or otherwise liquidate the collateral. A court may also invalidate the Loan or the Fund’s security interest in collateral or subordinate the Fund’s rights under a Senior Loan or Junior Loan to the interest of the Borrower’s other creditors, including unsecured creditors, or cause interest or principal previously paid to be refunded to the Borrower. If a court required interest or principal to be refunded, it could negatively affect Fund performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the Borrower did not receive fair consideration for granting the security interest in the Loan collateral to the Fund. For Senior Loans made in connection with a highly leveraged transaction, consideration for

 

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granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the Borrower, but were instead paid to other persons (such as shareholders of the Borrower) in an amount which left the Borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of the Fund’s security interest in Loan collateral. If the Fund’s security interest in Loan collateral is invalidated or a Senior Loan were subordinated to other debt of an Borrower in bankruptcy or other proceedings, the Fund would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Fund could have to refund interest. Lenders and investors in Loans can be sued by other creditors and shareholders of the Borrowers. Losses can be greater than the original Loan amount and occur years after the principal and interest on the Loan have been repaid.

Agent Risk. Selling Lenders, Agents and other entities who may be positioned between the Fund and the Borrower will likely conduct their principal business activities in the banking, finance and financial services industries. Investments in Loans may be more impacted by a single economic, political or regulatory occurrence affecting such industries than other types of investments. Entities engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, government regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally. An Agent, Lender or other entity positioned between the Fund and the Borrower may become insolvent or enter FDIC receivership or bankruptcy.

The Fund might incur certain costs and delays in realizing payment on a Loan or suffer a loss of principal and/ or interest if assets or interests held by the Agent, Lender or other party positioned between the Fund and the Borrower are determined to be subject to the claims of the Agent’s, Lender’s or such other party’s creditors.

Junior Loan Risk. Junior Loans are subject to the same general risks inherent to any Loan investment. Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower. Junior Loans that are Bridge Loans generally carry the expectation that the Borrower will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing subjects the Bridge Loan investor to increased risk. A Borrower’s use of Bridge Loans also involves the risk that the Borrower may be unable to locate permanent financing to replace the Bridge Loan, which may impair the Borrower’s perceived creditworthiness.

Mezzanine Loan Risk. In addition to the risk factors described above, mezzanine loans are subject to additional risks. Unlike conventional mortgage loans, mezzanine loans are not secured by a mortgage on the underlying real property but rather by a pledge of equity interests (such as a partnership or limited liability company membership) in the property owner or another company in the ownership structures that has control over the property. Such companies are typically structured as special purpose entities. Generally, mezzanine loans may be more highly leveraged than other types of Loans and subordinate in the capital structure of the Borrower. While foreclosure of a mezzanine loan generally takes substantially less time than foreclosure of a traditional mortgage, the holders of a mezzanine loan have different remedies available versus the holder of a first lien mortgage loan. In addition, a sale of the underlying real property would not be unencumbered, and thus would be subject to encumbrances by more senior mortgages and liens of other creditors. Upon foreclosure of a mezzanine loan, the holder of the mezzanine loan acquires an equity interest in the Borrower. However, because of the subordinate nature of a mezzanine loan, the real property continues to be subject to the lien of the mortgage and other liens encumbering the real estate. In the event the holder of a mezzanine loan forecloses on its equity collateral, the holder may need to cure the Borrower’s existing mortgage defaults or, to the extent permissible under the governing agreements, sell the property to pay off other creditors. To the extent that the amount of mortgages and senior indebtedness and liens exceed the value of the real estate, the collateral underlying the mezzanine loan may have little or no value.

Foreclosure Risk. There may be additional costs associated with enforcing the Fund’s remedies under a Loan including additional legal costs and payment of real property transfer taxes upon foreclosure in certain jurisdictions. As a result of these additional costs, the Fund may determine that pursuing foreclosure on the Loan collateral is not worth the associated costs. In addition, if the Fund incurs costs and the collateral loses value or is not recovered by the Fund in foreclosure, the Fund could lose more than its original investment in the Loan. Foreclosure risk is heightened for Junior Loans, including certain mezzanine loans.

Gold and Precious Metals

The JOHCM Global Income Builder Fund may purchase or sell such precious metals as gold or silver directly or may invest in precious metal commodity contracts and options on such contracts (metals are considered “commodities” under the federal commodities laws). The Fund also may invest in instruments related to precious metals and other commodities, including structured notes, securities of precious metal finance and operating companies and may purchase and sell ETFs and other investments linked to or tracking the performance of commodities.

 

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Repurchase Agreements

To maintain liquidity, each Fund may enter into repurchase agreements (agreements to purchase U.S. Treasury notes and bills, subject to the seller’s agreement to repurchase them at a specified time and price) with well-established registered securities dealers or banks.

A repurchase agreement is a transaction in which a Fund purchases a security and, at the same time, the seller (normally a commercial bank or broker-dealer) agrees to repurchase the same security (and/or a security substituted for it under the repurchase agreement) at an agreed-upon price and date in the future. The resale price is in excess of the purchase price, as it reflects an agreed-upon market interest rate effective for the period of time during which the Fund holds the securities. Repurchase agreements may be viewed as a type of secured lending. The purchaser maintains custody of the underlying securities prior to their repurchase; thus the obligation of the bank or dealer to pay the repurchase price on the date agreed to is, in effect, secured by such underlying securities. If the value of such securities is less than the repurchase price, the other party to the agreement is required to provide additional collateral so that all times the collateral is at least 102 % of the repurchase price.

The majority of these transactions run from day to day and not more than seven days from the original purchase. However, the maturities of the securities subject to repurchase agreements are not subject to any limits and may exceed one year. The securities will be marked to market every business day so that their value is at least equal to the amount due from the seller, including accrued interest. A Fund’s risk is limited to the ability of the seller to pay the agreed-upon sum on the delivery date.

Although repurchase agreements carry certain risks not associated with direct investments in securities, each Fund intends to enter into repurchase agreements only with banks and dealers believed by the Advisor to present minimum credit risks in accordance with guidelines established by the Board of Trustees.

Borrowing

Each Fund may borrow money from a bank equal to 33 1/3% of its total assets for cash management or investment purposes. Borrowing may exaggerate changes in the NAV of a Fund’s shares and in the return on the Fund’s portfolio. Although the principal of any borrowing will be fixed, a Fund’s assets may change in value during the time the borrowing is outstanding. The Funds may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to any borrowing. The Funds may be required to earmark or segregate liquid assets in an amount sufficient to meet their obligations in connection with such borrowings. In an interest rate arbitrage transaction, a Fund borrows money at one interest rate and lends the proceeds at another, higher interest rate. These transactions involve a number of risks, including the risks that the borrower will fail or otherwise become insolvent or that there will be a significant change in prevailing interest rates.

Arbitrage Transactions

The JOHCM Global Income Builder Fund may engage in arbitrage transactions involving near contemporaneous purchase of securities on one market and sale of those securities on another market to take advantage of pricing differences between markets. The Fund will incur a gain to the extent that proceeds exceed costs and a loss to the extent that costs exceed proceeds. The risk of an arbitrage transaction, therefore, is that the Fund may not be able to sell securities subject to an arbitrage at prices exceeding the costs of purchasing those securities.

Litigation and Enforcement Risk

The JOHCM Global Income Builder Fund may invest in companies involved in significant restructuring. These types of companies tend to involve increased litigation risk, including for investors in these companies. This risk may be greater in the event the Fund takes a large position or is otherwise prominently involved. The expense of defending against (or asserting) claims and paying any amounts pursuant to settlements or judgments would be borne by the Fund (directly if it were directly involved or indirectly in the case claims by or against an underlying company or settlements or judgments paid by an underlying company). Further, ownership of companies over certain threshold levels involves additional filing requirements and substantive regulation on such owners, and if the Fund fails to comply with all of these requirements, the Fund may be forced to disgorge profits, pay fines or otherwise bear losses or other costs from such failure to comply.

In addition, there have been a number of widely reported instances of violations of securities laws through the misuse of confidential information. Such violations may result in substantial liabilities for damages caused to others, for the disgorgement of profits realized and for penalties. Investigations and enforcement proceedings may be charged with involvement in such violations. Furthermore, if persons associated with a company in which the Fund invested engages in such violations, the Fund could be exposed to losses.

 

14


Securities Issued in PIPE Transactions

The JOHCM Global Income Builder Fund may invest in securities that are purchased in private investment in public equity (“PIPE”) transactions. Securities acquired by the Fund in such transactions are subject to resale restrictions under securities laws. While issuers in PIPE transactions typically agree that they will register the securities for resale by the Fund after the transaction closes (thereby removing resale restrictions), there is no guarantee that the securities will in fact be registered. In addition, a PIPE issuer may require the Fund to agree to other resale restrictions as a condition to the sale of such securities. Thus, the Fund’s ability to resell securities acquired in PIPE transactions may be limited, and even though a public market may exist for such securities, the securities held by the Fund may be deemed illiquid.

When-Issued or Delayed-Delivery Securities.

The JOHCM Global Income Builder Fund may purchase securities on a “when-issued” or “delayed delivery” basis. Although the payment and interest terms of these securities are established at the time the Fund enters into the commitment, the securities may be delivered and paid for a month or more after the date of purchase, when their value may have changed. The Fund makes such commitments only with the intention of actually acquiring the securities, but may sell the securities before settlement date if the investment adviser deems it advisable for investment reasons.

At the time the Fund enters into a binding obligation to purchase securities on a when-issued basis, liquid assets of the Fund having a value at least as great as the purchase price of the securities to be purchased will be segregated or earmarked on the books of the Fund and held by the custodian throughout the period of the obligation. The use of these investment strategies, as well as any borrowing by the Fund, may increase NAV fluctuation.

Securities purchased on a when-issued or delayed-delivery basis are recorded as assets on the day following the purchase and are marked-to-market daily. The Fund will not invest more than 25% of its assets in when-issued or delayed delivery securities, does not intend to purchase such securities for speculative purposes and will make commitments to purchase securities on a when-issued or delayed-delivery basis with the intention of actually acquiring the securities. However, the Fund reserves the right to sell acquired when-issued or delayed-delivery securities before their settlement dates if deemed advisable.

Swaps and Related Swap Products

Swap transactions may include, but are not limited to, interest rate swaps, currency swaps, cross-currency interest rate swaps, forward rate agreements, contracts for differences, total return swaps, index swaps, basket swaps, specific security swaps, fixed income sectors swaps, commodity swaps, asset-backed swaps (ABX), commercial mortgage-backed securities (CMBS) and indexes of CMBS (CMBX), credit default swaps, interest rate caps, price lock swaps, floors and collars and swaptions (collectively defined as “swap transactions”).

The JOHCM Global Income Builder Fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining that return or spread through purchases and/or sales of instruments in cash markets, to protect against currency fluctuations, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.

Swap agreements are two-party contracts entered into primarily by institutional counterparties for periods ranging from a few weeks to several years. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) that would be earned or realized on specified notional investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated by reference to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency or commodity, or in a “basket” of securities representing a particular index. The purchaser of an interest rate cap or floor, upon payment of a fee, has the right to receive payments (and the seller of the cap or floor is obligated to make payments) to the extent a specified interest rate exceeds (in the case of a cap) or is less than (in the case of a floor) a specified level over a specified period of time or at specified dates. The purchaser of an interest rate collar, upon payment of a fee, has the right to receive payments (and the seller of the collar is obligated to make payments) to the extent that a specified interest rate falls outside an agreed upon range over a specified period of time or at specified dates. The purchaser of an option on an interest rate swap, also known as a “swaption,” upon payment of a fee (either at the time of purchase or in the form of higher payments or lower receipts within an interest rate swap transaction) has the right, but not the obligation, to initiate a new swap transaction of a pre-specified notional amount with pre-specified terms with the seller of the swaption as the counterparty.

The “notional amount” of a swap transaction is the agreed upon basis for calculating the payments that the parties have agreed to exchange. For example, one swap counterparty may agree to pay a floating rate of interest (e.g., 3 month LIBOR) calculated based on a $10 million notional amount on a quarterly basis in exchange for receipt of payments calculated based on the same notional amount and a fixed rate of interest on a semi-annual basis. In the event the Fund is obligated to make payments more frequently than

 

15


it receives payments from the other party, it will incur incremental credit exposure to that swap counterparty. This risk may be mitigated somewhat by the use of swap agreements which call for a net payment to be made by the party with the larger payment obligation when the obligations of the parties fall due on the same date. Under most swap agreements entered into by the Fund, payments by the parties will be exchanged on a “net basis”, and the Fund will receive or pay, as the case may be, only the net amount of the two payments.

The amount of the Fund’s potential gain or loss on any swap transaction is not subject to any fixed limit. Nor is there any fixed limit on the Fund’s potential loss if it sells a cap or collar. If the Fund buys a cap, floor or collar, however, the Fund’s potential loss is limited to the amount of the fee that it has paid. When measured against the initial amount of cash required to initiate the transaction, which is typically zero in the case of most conventional swap transactions, swaps, caps, floors and collars tend to be more volatile than many other types of instruments.

The use of swap transactions, caps, floors and collars involves investment techniques and risks that are different from those associated with portfolio security transactions. If the Adviser is incorrect in its forecasts of market values, interest rates, and other applicable factors, the investment performance of the Fund will be less favorable than if these techniques had not been used. These instruments are typically not traded on exchanges. Accordingly, there is a risk that the other party to certain of these instruments will not perform its obligations to the Fund or that the Fund may be unable to enter into offsetting positions to terminate its exposure or liquidate its position under certain of these instruments when it wishes to do so. Such occurrences could result in losses to the Fund. The Adviser will consider such risks and will enter into swap and other derivatives transactions only when it believes that the risks are not unreasonable.

The Fund will earmark and reserve Fund assets, in cash or liquid securities, in an amount sufficient at all times to cover its current obligations under its swap transactions, caps, floors and collars. If the Fund enters into a swap agreement on a net basis, it will earmark and reserve assets with a daily value at least equal to the excess, if any, of the Fund’s accrued obligations under the swap agreement over the accrued amount the Fund is entitled to receive under the agreement. If the Fund enters into a swap agreement on other than a net basis, or sells a cap, floor or collar, it will earmark and reserve assets with a daily value at least equal to the full amount of the Fund’s accrued obligations under the agreement. The Fund will not enter into any swap transaction, cap, floor, or collar, unless the counterparty to the transaction is deemed creditworthy by the Adviser. If a counterparty defaults, the Fund may have contractual remedies pursuant to the agreements related to the transaction. The swap markets in which many types of swap transactions are traded have grown substantially in recent years, with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the markets for certain types of swaps (e.g., interest rate swaps) have become relatively liquid. The markets for some types of caps, floors and collars are less liquid.

The liquidity of swap transactions, caps, floors and collars will be as set forth in guidelines established by the Adviser and approved by the Trustees which are based on various factors, including: (1) the availability of dealer quotations and the estimated transaction volume for the instrument, (2) the number of dealers and end users for the instrument in the marketplace, (3) the level of market making by dealers in the type of instrument, (4) the nature of the instrument (including any right of a party to terminate it on demand) and (5) the nature of the marketplace for trades (including the ability to assign or offset the Fund’s rights and obligations relating to the instrument). Such determination will govern whether the instrument will be deemed within the applicable liquidity restriction on investments in securities that are not readily marketable.

During the term of a swap, cap, floor or collar, changes in the value of the instrument are recognized as unrealized gains or losses by marking to market to reflect the market value of the instrument. When the instrument is terminated, the Fund will record a realized gain or loss equal to the difference, if any, between the proceeds from (or cost of) the closing transaction and the Fund’s basis in the contract.

The federal income tax treatment with respect to swap transactions, caps, floors, and collars may impose limitations on the extent to which the Fund may engage in such transactions.

Short Selling

The JOHCM Global Income Builder Fund may sell securities short. In short selling transactions, the Fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund, which may result in a loss or gain, respectively. Unlike taking a long position in a security by purchasing the security, where potential losses are limited to the purchase price, short sales have no cap on maximum losses, and gains are limited to the price of the security at the time of the short sale.

 

16


Short sales of forward commitments and derivatives do not involve borrowing a security. These types of short sales may include futures, options, contracts for differences, forward contracts on financial instruments and options such as contracts, credit linked instruments, and swap contracts.

The Fund may not always be able to borrow a security it wants to sell short. The Fund also may be unable to close out an established short position at an acceptable price and may have to sell long positions at disadvantageous times to cover its short positions.

Short sales also involve other costs. The Fund must repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. To borrow the security, the Fund may be required to pay a premium. The Fund also will incur transaction costs in effecting short sales. The amount of any ultimate gain for the Fund resulting from a short sale will be decreased and the amount of any ultimate loss will be increased by the amount of premiums, interest or expenses the Fund may be required to pay in connection with the short sale. Until the Fund closes the short position, it will earmark and reserve Fund assets, in cash or liquid securities, to offset a portion of the leverage risk. Realized gains from short sales are typically treated as short-term gains/losses.

Initial Public Offerings (“IPOs”)

The Adviser generally attempts to allocate IPOs on a pro rata basis. However, due to the typically small size of the IPO allocation available to the Funds and the nature and market capitalization of the companies involved in IPOs, pro rata allocation may not always be possible. Because IPO shares frequently are volatile in price, the Funds may hold IPO shares for a very short period of time. As a Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce a Fund’s performance. This may increase the turnover of a Fund’s portfolio and may lead to increased expenses to a Fund, such as commissions and transaction costs. By selling shares of an IPO, a Fund may realize taxable capital gains that it will subsequently distribute to shareholders. Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies. Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals. Investors in IPOs can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information.

Regulatory Risk

Changes in the laws or regulations of the United States or other countries, including any changes to applicable tax laws and regulations, could impair the ability of a Fund to achieve its investment objective and could increase the operating expenses of the Fund.

Temporary Defensive Position

From time to time, each Fund may take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies, in attempting to respond to adverse market, economic, political, or other conditions. For example, a Fund may hold all or a portion of its assets in money market instruments (high quality income securities with maturities of less than one year), securities of money market funds or U.S. government repurchase agreements. A Fund may also invest in such investments at any time to maintain liquidity or pending selection of investments in accordance with its policies. As a result, a Fund may not achieve its investment objective.

Fund Operations

Operational Risk. An investment in a Fund, like any fund, can involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. The occurrence of any of these failures, errors or breaches could result in a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on a Fund. While the Funds seek to minimize such events through controls and oversight, there may still be failures that could cause losses to a Fund.

Information Security Risk. The Funds, and their service providers, may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally,

 

17


denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting the Funds or their investment adviser, custodian, transfer agent, fund accounting agent, financial intermediaries and other third-party service providers may adversely impact the Funds. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact the Funds’ ability to calculate their NAVs, cause the release of private shareholder information or confidential business information, impede security trading, subject the Funds to regulatory fines, financial losses and/or cause reputational damage. The Funds may also incur additional costs for cyber security risk management purposes. Similar types of cyber-security risks are also present for issues or securities in which the Funds may invest, which could result in material adverse consequences for such issuers and may cause the Funds’ investment in such companies to lose value.

Investment Restrictions

Fundamental Investment Limitations. The investment limitations described below have been adopted by the Trust with respect to each Fund and are fundamental (“Fundamental”), i.e., they may not be changed without the affirmative vote of a majority of the outstanding shares of a Fund. As used in the Prospectus and the Statement of Additional Information, the term “majority” of the outstanding shares of a 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. Other investment practices, which may be changed by the Board of Trustees without the approval of shareholders to the extent permitted by applicable law, regulation or regulatory policy, are considered non-fundamental (“Non-Fundamental”).

1. Borrowing Money. A 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 a 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 a Fund’s total assets at the time when the borrowing is made. This limitation does not preclude a Fund from entering into reverse repurchase transactions, provided that a Fund has asset coverage of 300% for all borrowings and reverse repurchase commitments of a Fund.

2. Senior Securities. A 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 a Fund, provided that a 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. A 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), a Fund may be deemed an underwriter under certain federal securities laws.

4. Real Estate. A Fund will not purchase or sell real estate. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate. This limitation does not preclude a 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 real estate investment trusts).

5. Commodities. A Fund will not purchase or sell commodities unless acquired as a result of ownership of securities or other investments. This limitation does not preclude a Fund from purchasing or selling options or 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. In addition, the JOHCM Global Income Builder Fund may purchase and sell precious metals directly and purchase or sell precious metal commodity contracts or options on such contracts in compliance with applicable commodities laws.

6. Loans. A Fund will not make loans to other persons, except: (a) by loaning portfolio securities (limited at any given time to no more than one-third of a Fund’s total assets); (b) by engaging in repurchase agreements; or (c) by purchasing or holding non-publicly offered debt instruments in accordance with its investment objectives and policies. 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. A Fund will invest no more than 25% of its total assets in a particular industry or group of industries, except that the JOHCM US Small Mid Cap Equity Fund may invest more than 25% of its total assets in any one industry or group of industries provided the industry represents 20% or more of a widely recognized and unaffiliated index against which the Fund measures investment performance. 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 its 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

 

18


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.

Non-Fundamental. The following limitations have been adopted by the Trust with respect to each Fund and are Non-Fundamental (see “Investment Limitations – Fundamental” above).

1. Pledging. A Fund will not mortgage, pledge, hypothecate, or in any manner transfer, as security for indebtedness, any assets of a Fund except as may be necessary in connection with borrowings described in fundamental investment limitation (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. Borrowing. A Fund will not purchase any security while borrowings (including reverse repurchase agreements) representing more than one-third of its total assets are outstanding.

3. Margin Purchases. A Fund will not purchase securities or evidences of interest thereon on “margin.” This limitation is not applicable to short-term credit obtained by a Fund for the clearance of purchases and sales or redemption of securities, or to arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investment techniques.

4. Illiquid Investments. A Fund will not invest more than 15% of its net assets in securities for which there are legal or contractual restrictions on resale and other illiquid securities.

SHARES OF THE FUNDS

Shares in the Funds are offered in multiple classes. The following chart shows the share classes offered (or which may be offered in the future) by each of the Funds as of the date of this SAI:

 

Fund

   Class I      Class II      Class III     Institutional
Class
 

JOHCM Emerging Markets Opportunities Fund

     X        X          X  

JOHCM Global Equity Fund

     X        X 1          X  

JOHCM International Select Fund

     X        X       

JOHCM International Small Cap Fund

     X        X          X  

JOHCM Asia Ex-Japan Equity Fund

     X        X          X  

JOHCM Emerging Markets Small Mid Cap Equity Fund

     X        X 1        X 1       X  

JOHCM US Small Mid Cap Equity Fund

     X        X 1        X 1       X  

JOHCM International Opportunities Fund

     X 1        X 1          X  

JOHCM Global Income Builder Fund

     X        X 1          X  

 

1 

These class shares are not currently offered.

Each class, except the Institutional Class and Class I Shares of the JOHCM International Select Fund, has different distribution and service fees. (See “Fees and Expenses” in the Fund’s “Fund Summary,” in the prospectus.)

Each of the Funds, except the JOHCM International Select Fund Class I shares, has adopted a distribution and service plan allowed under Rule 12b-1 of the Investment Company Act of 1940, as amended, that authorizes the Funds to pay distribution and service fees for the sale of their shares and for services provided to shareholders at an annual rate of ten basis points (0.10%) of each of the Funds’ average daily net assets attributable to Class I Shares, twenty-five basis points (0.25%) of each of the Funds’ average daily net assets attributable to Class II Shares, and with respect to the JOHCM Emerging Markets Small Mid Cap Equity Fund and JOHCM US Small Mid Cap Equity Fund, fifty basis points (0.50%) of the average daily net assets of the Class III Shares.

 

19


How to Purchase Shares

You may purchase shares directly from the Funds or through your broker or financial intermediary on any business day which the Funds are open, subject to certain restrictions described below. Purchase requests received in good order by the Funds or an authorized financial intermediary before 4:00 p.m. ET/3:00 p.m. CT (or before the New York Stock Exchange (“NYSE”) closes, if it closes before 4:00 p.m. ET/3:00 p.m. CT) will be effective at that day’s share price. Purchase requests received in good order by the Funds or an authorized financial intermediary after the close of trading on the NYSE are processed at the share price determined on the following business day.

Institutional Shares of the Funds are primarily for institutional investors investing for their own or their customers’ accounts and require an initial minimum investment of $1,000,000. If you purchase Institutional Shares of a Fund, you will not pay a sales charge at the time of purchase and you will not pay shareholder servicing fees.

Class I Shares of the Funds are primarily for certain individual investors, investments made through financial institutions or intermediaries and institutional investors investing for their own or their customers’ accounts. There is no minimum investment amount required. If you purchase Class I Shares of the Funds you will not pay a sales charge at the time of purchase, but you will pay a Rule 12b-1 fee not exceeding ten basis points (0.10%) of each of the Funds’ average daily net assets, except the JOHCM International Select Fund.

Class II Shares of the Funds are primarily for certain individual investors, and investments made through financial institutions. There is no minimum investment amount required. If you purchase Class II Shares of the Funds you will not pay a sales charge at the time of purchase, but you will pay a Rule 12b-1 fee not exceeding twenty-five basis points (0.25%) of each Fund’s average daily net assets attributable to Class II Shares.

Class III Shares of the Funds are primarily for certain individual investors, and investments made through financial institutions or intermediaries. There is no minimum investment amount required. If you purchase Class III Shares of a Fund, you will not pay a sales charge at the time of purchase, but you will pay a 12b-1 fee not exceeding fifty basis points (0.50%) of each of the JOHCM Emerging Markets Small Mid Cap Equity Fund’s and the JOHCM US Small Mid Cap Equity Fund’s average daily net assets attributable to Class III Shares.

How to Redeem Shares

You may redeem all or part of your investment in the Funds on any day that the Funds are open for business, subject to certain restrictions described below. Redemption requests received by the Funds or an authorized financial intermediary before 4:00 p.m. ET/3:00 p.m. CT (or before the NYSE closes if it closes before 4:00 p.m. ET/3:00 p.m. CT) will be effective that day. Redemption requests received by the Funds or an authorized financial intermediary after the close of trading on the NYSE are processed at the NAV determined on the following business day.

Additional Purchase and Redemption Information

Generally, all purchases must be made in cash. However, the Funds reserve the right to accept payment in readily marketable securities instead of cash in accordance with procedures approved by the Funds’ Board of Trustees. If payment is made in securities, the applicable Fund will value the securities in the same manner in which it computes its NAV.

Generally, all redemptions will be for cash. However, if you redeem shares worth over the lesser of $250,000 or 1% of the NAV of a Fund, each Fund reserve the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash in accordance with procedures approved by the Funds’ Board of Trustees. Shareholders may incur brokerage charges on the sale of any securities distributed in lieu of cash and will bear market rate until the security is sold. If payment is made in securities, the Funds will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on a Fund and its remaining shareholders. As with any security, a shareholder will bear taxes on any capital gains from the sale of a security redeemed in kind.

The Trust may suspend the right of redemption for such periods as are permitted under the 1940 Act and under the following unusual circumstances: (a) when the NYSE is closed (other than weekends and holidays) or trading is restricted, (b) when an emergency exists, making disposal of portfolio securities or the valuation of net assets not reasonably practicable, or (c) during any period when the SEC has by order permitted a suspension of redemption for the protection of shareholders.

 

20


MANAGEMENT OF THE TRUST

The Board of Trustees

The Board of Trustees supervises the business activities of the Trust and appoints the officers. Each Trustee serves until the termination of the Trust unless the Trustee dies, resigns, retires, or is removed. The Board generally meets four times a year to review the progress and status of the Trust. The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act.

 

Name, Address and

Year of Birth1          

   Position(s)
Held with the
Trust2
   Term of Office/
Length of Time
Served
  

Principal

Occupation(s) During

Past 5 Years

   Number of
Portfolios in
the Trust
Overseen
by Trustee
   Other
Directorships
Held by
Trustee
During Past
5 Years

D’Ray Moore Rice

Year of Birth: 1959

   Trustee    Indefinite/

July, 2011

to present

  

Independent Trustee,

Diamond Hill Funds 2007 to present; Chairperson,

Diamond Hill Funds 2014 to present.

   16    Diamond Hill
Funds

Steven R. Sutermeister

Year of Birth: 1954

   Trustee    Indefinite/

July, 2011

to present

   Retired; President, Vadar Capital LLC 2008 to 2017.    16    None

Michael M. Van Buskirk

Year of Birth: 1947

   Trustee    Indefinite/

July, 2011

to present

   Retired; President and CEO of the Ohio Bankers League 1991 to 2013; Independent Trustee, Boston Trust & Walden Funds 1992 to present; Independent Trustee, Coventry Funds Trust 1997 to 2014.    16    Boston Trust &
Walden Funds
and Coventry
Funds Trust

 

1 

The mailing address of each Trustee is 50 S. LaSalle Street, Chicago, Illinois 60603.

The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the 1940 Act and each officer of the Trust.

 

Name, Address and

Year of Birth1          

   Position(s)
Held with the
Trust
   Term of Office/
Length of Time
Served
  

Principal

Occupation(s) During

Past 5 Years

   Number of
Portfolios in
the Trust
Overseen by
Trustee 
   Other
Directorships
Held by
Trustee
During Past
5 Years

David M. Whitaker2

Year of Birth: 1971

   Trustee    Indefinite/July
2017 to
present
   President, Foreside Financial Group, LLC 2011 to present; Director, Portland Air Freight, 2011 to present; Director, National Investment Company Service Association (NICSA) 2018 to present.    16    PAF
Transportation

Daniel P. Houlihan3

Year of Birth: 1966

   Trustee    Indefinite/March
2016 to
present
   Executive Vice President, The Northern Trust Company, 2008 to present; Chairman, National Investment Company Service Association (NICSA) 2017 to present; Vice Chairman, National Investment Company Service Association (NICSA) 2014 to 2017.    16    None

 

21


Name, Address and

Year of Birth1          

   Position(s)
Held with the
Trust
   Term of Office/
Length of Time
Served
  

Principal

Occupation(s) During

Past 5 Years

   Number of
Portfolios in
the Trust
Overseen by
Trustee 
   Other
Directorships
Held by
Trustee
During Past
5 Years

Barbara J. Nelligan

Year of Birth: 1969

   President    Indefinite/

August
2017
to present

   Senior Vice President, Global Fund Services Fund Governance Solutions, The Northern Trust Company 2018 to present; Senior Vice President, Global Fund Services Product Management, The Northern Trust Company 2007 to 2018; Vice President of Advisers Investment Trust 2012 to 2017.    N/A    N/A

Scott Craven Jones

Year of Birth: 1962

   Risk Officer    Indefinite/

July 2014
to

present

   Director, Carne Global Financial Services, Inc. 2013 to present; Adviser, Wanzenburg Partners LLC 2012 to 2013.    N/A    N/A

Rita Tholt

Year of Birth: 1960

   Chief
Compliance
Officer
   Indefinite/December
2016 to
present
   Director, Foreside Financial Group, LLC 2016 to present; Chief Compliance Officer, Granite Shares Advisors LLC 2017 to present; Chief Compliance Officer, Tributary Capital Management 2016 to present; Director, Beacon Hill Fund Services, Inc. 2015 to 2016; Chief Compliance Officer, Nationwide Investment Advisors, LLC 2009 to 2015.    N/A    N/A

Troy Sheets

Year of Birth: 1971

   Treasurer    Indefinite/July
2011

to present

   Senior Director, Foreside Financial Group, LLC 2016 to present; Director, Beacon Hill Fund Services, Inc. 2009 to 2016.    N/A    N/A

Trent Statczar

Year of Birth: 1971

   Assistant
Treasurer
   Indefinite/

July 2011
to present

   Director, Foreside Financial Group, LLC 2016 to present; Director, Beacon Hill Fund Services, Inc. 2008 to 2016.    N/A    N/A

Toni M. Bugni

Year of Birth: 1973

   Secretary    Indefinite/

March
2018 to

Present

   Senior Vice President, Compliance Support Services, The Northern Trust Company 2011 to present.    N/A    N/A
              

Deanna Y. Pellack

Year of Birth: 1987

   Assistant
Secretary
   Indefinite/

March
2018 to

present

   Second Vice President, Compliance Support Services, The Northern Trust Company 2014 to present; Officer, Wealth Management, The Northern Trust Company 2013 to 2014;.    N/A    N/A

 

1 

The mailing address of Messrs. Whitaker, Sheets, and Statczar and Mss. Tholt is 690 Taylor Road, Suite 210, Gahanna, Ohio 43230. The mailing address of Messrs. Houlihan and Jones and Mses. Nelligan, Bugni, and Pellack is 50 S. LaSalle Street, Chicago, IL 60603.

2 

Mr. Whitaker is the President of Foreside Financial Group, LLC and is therefore deemed to be an “interested person” of the Trust, as defined in the 1940 Act.

3 

Mr. Houlihan is an Executive Vice President of the Northern Trust Company and is therefore deemed to be an “interested person” of the Trust, as defined in the 1940 Act.

 

22


The following table sets forth the dollar range of equity securities beneficially owned by each Trustee as of December 31, 2018.

 

Name of Trustee

   Dollar Range of Equity
Securities in the
Funds
   Aggregate Dollar Range of
Equity Securities in All Funds
within the Trust Overseen  by
Trustee

D’Ray Moore Rice

   Over $100,000    Over $100,000

Steven R. Sutermeister

   $50,001-$100,000    Over $100,000

Michael M. Van Buskirk

   $10,001-$50,000    Over $100,000

Daniel P. Houlihan

   None    None

David M. Whitaker

   None    None

Trustee Compensation

Trustees who are deemed “interested persons” of the Trust and officers of the Trust receive no compensation from the Funds. The Trust has no retirement or pension plans. The compensation paid to the Trustees for the fiscal year ended September 30, 2018 for the Trust is set forth in the following table.

 

Name of Trustee

   Aggregate
Compensation
from the Funds
     Total
Compensation
from the Trust
 

D’Ray Moore Rice

   $ 40,733      $ 100,000  

Steven R. Sutermeister

   $ 40,733      $ 100,000  

Michael M. Van Buskirk

   $ 40,733      $ 100,000  

Daniel P. Houlihan

   $ 0      $ 0  

David M. Whitaker

   $ 0      $ 0  

Leadership Structure and Board of Trustees

The primary responsibility of the Board of Trustees is to represent the interests of the shareholders of the Trust and to provide oversight of the management of the Trust. Three of the Trustees on the Board are independent of and not affiliated with the Adviser or its affiliates. The Chairman of the Board of Trustees is Michael M. Van Buskirk, who is an independent Trustee. The Board has adopted Fund Governance Guidelines to provide guidance for effective leadership. The guidance sets forth criteria for Board membership, trustee orientation and continuing education and annual trustee evaluations. The Board reviews quarterly reports from the investment advisers providing management services to the Funds, as well as quarterly reports from the Chief Compliance Officer (“CCO”) and other service providers. This process allows the Board to effectively evaluate issues that impact the Trust as a whole as well as issues that are unique to each Fund. The Board has determined that this leadership structure is appropriate to ensure that the regular business of the Board is conducted efficiently while still permitting the Trustees to effectively fulfill their fiduciary and oversight obligations. The Board reviews its structure and the structure of its committees annually.

The Trustees have delegated day-to-day operations to various service providers whose activities they oversee. The Trustees have also engaged legal counsel (who is also legal counsel to the Trust) that is independent of the Adviser or its affiliates to advise them on matters relating to their responsibilities in connection with the Trust. The Trustees meet separately in an executive session on a quarterly basis and meet separately in executive session with the Funds’ CCO at least annually. On an annual basis, the Board conducts a self-assessment and evaluates its structure and the structure of its committees. The Board has two standing committees, the Audit Committee and the Nominating and Governance Committee.

All of the independent Trustees are members of the Audit Committee. The Audit Committee’s function is to oversee the Trust’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers; to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; and to act as a liaison between the Trust’s independent registered public accounting firm and the full Board of Trustees. The Audit Committee is able to focus Board time and attention to matters of interest to shareholders and, through its private sessions with the Trust’s auditor, CCO and legal counsel, stay fully informed regarding management decisions. During the fiscal year ended September 30, 2018, the Audit Committee held three meetings.

The Nominating and Governance Committee nominates candidates for election to the Board of Trustees, makes nominations for membership on all committees. The Nominating and Governance Committee also reviews as necessary the responsibilities of any committees of the Board and whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Nominating and Governance Committee makes

 

23


recommendations for any such action to the full Board. The Nominating and Governance Committee also considers candidates for trustees nominated by shareholders. Shareholders may recommend candidates for Board positions by forwarding their correspondence to the Secretary of the Trust at the Trust’s address and the shareholder communication will be forwarded to the Nominating and Governance Committee Chairperson for evaluation. During the fiscal year ended September 30, 2018, the Nominating and Governance Committee held one meeting. All of the independent Trustees are members of the Nominating and Governance Committee.

Board Oversight of Risk

The Funds are subject to a number of risks, including investment, compliance, operational and financial risks, among others. Risk oversight forms part of the Board’s general oversight of the Funds and is addressed as part of various Board and committee activities. Day-to-day risk management with respect to the Funds resides with the Adviser or other service providers, subject to supervision by Fund Management. The Audit Committee and the Board oversee efforts by management and service providers to manage the risk to which the Funds may be exposed. For example, the Board meets with portfolio managers and receives regular reports regarding investment risk. The Board meets with the CCO and receives regular reports regarding compliance and regulatory risks. The Audit Committee meets with the Trust’s Treasurer and receives regular reports regarding fund operations and risks related to the valuation, liquidity, and overall financial reporting of the Funds. From its review of these reports and discussions with management, the Board learns in detail about the material risks to which each Fund is exposed, enabling a dialogue about how management and service providers mitigate those risks.

Not all risks that may affect the Funds can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Funds or the Adviser, its affiliates, or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals. As a result of the foregoing and other factors, the Funds’ ability to manage risk is subject to substantial limitations. The Trustees believe that their current oversight approach is an appropriate way to manage risks facing each Fund, whether investment, compliance, financial, or otherwise. The Trustees may, at any time in their discretion, change the manner in which they conduct risk oversight of the Funds.

Trustee Attributes

The Board believes each of the Trustees has demonstrated leadership abilities and possesses experience, qualifications, and skills valuable to the Trust. Each of the Trustees has substantial business and professional backgrounds that indicate they have the ability to critically review, evaluate and access information provided to them.

Below is additional information concerning each particular Trustee and his or her attributes. The information provided below, and in the chart above, is not all-inclusive. Many Trustee attributes involve intangible elements, such as intelligence, work ethic, the ability to work together, and the ability to communicate effectively, exercise judgment, ask incisive questions, manage people and problems or develop solutions.

D’Ray Moore Rice has worked for a major service provider to investment managers and mutual funds for over 10 years, including as Senior Vice President for European relationship management. Her expertise in mutual fund operations enables Ms. Rice to bring to the Trust a unique perspective on service provider oversight. Ms. Rice’s experience also includes serving as Chairman and independent trustee for other mutual funds and 10 years of experience in banking and financial services, including retail investment sales and sales management.

Steven R. Sutermeister has over 40 years of experience in the financial services industry (with significant experience in the mutual fund industry), including more than 25 years in management, executive management, and board experience at other financial institutions. His experience as the Chief Investment Officer of a life insurance company, Director and President of a mutual fund complex, and Director and Audit Committee Chair of a public bank holding company allows him to bring seasoned perspective, insight, and financial acumen to issues and strategies related to the Trust including regulatory relationships, investment risks, and enterprise risk management.

Michael M. Van Buskirk is the former President and Chief Executive Officer of the Ohio Bankers League, a financial trade association. Prior to joining the Ohio Bankers League, Mr. Van Buskirk was a senior executive of a major financial services company. Mr. Van Buskirk’s experience also includes more than 25 years of service as an independent trustee for other mutual funds. He has extensive knowledge of the Trust and its service providers, the creation and distribution of financial products, and the regulatory framework under which the Trust operates.

 

24


Daniel P. Houlihan has over 27 years of experience in the investment management industry. Mr. Houlihan is currently the Executive Vice President and North American Head of Northern Trust Asset Servicing, Americas segment, responsible for servicing the firm’s North American asset management clients. Mr. Houlihan joined Northern Trust in 2008 as the Global Head of Product and Strategy for Northern Trust’s Investment Operations Outsourcing business. He also serves as Chairman of the Board of the National Investment Company Service Association (NICSA). Prior to joining Northern Trust, Mr. Houlihan spent 19 years in numerous leadership positions for investment management, technology, and service companies. Among these, he was President of Citisoft, Inc. where he was responsible for executing their strategy for North America.

David M. Whitaker has been President of Foreside Financial Group, LLC since 2011. He previously served as its Chief Operating Officer and Counsel. With 20 years in the financial services industry, Mr. Whitaker oversees all aspects of Foreside Financial Group, LLC’s business, including business and client development and firm strategy. He also serves as a Director of the Board of the National Investment Company Service Association (NICSA).

CODE OF ETHICS

The Trust, the Adviser, and the principal underwriter have each adopted a Code of Ethics (the “Code”) under Rule 17j-1 of the Investment Company Act of 1940. The personnel subject to the Code are permitted to invest in securities, including securities that may be purchased or held by the Fund. Shareholders may obtain a copy of the Code from the Securities and Exchange Commission’s EDGAR web site http://www.sec.gov or by calling the Funds at 866-260-9549 (toll free) or 312-557-5913.

DISTRIBUTION

The Funds have adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, applicable to Class I, Class II, and Class III shares, which permits each Fund, except Class I Shares of the JOHCM International Select Fund, to pay for certain distribution and promotion activities related to marketing their shares (the “Plan”). Pursuant to the Plan, the Fund will pay its principal underwriter a fee for the principal underwriter’s services in connection with the sales and promotion of the Fund, including its expenses in connection therewith, at an annual rate of ten basis points (0.10%) of each of the Funds’ average daily net assets attributable to Class I Shares, twenty-five basis points (0.25%) of each of the Funds’ average daily net assets attributable to Class II Shares, and, with respect to the JOHCM US Small Mid Cap Equity Fund and the JOHCM Emerging Markets Small Mid Cap Equity Fund, at an annual rate of up to fifty basis points (0.50%) of the average daily net assets of the Class III shares. In addition, the Fund may pay its principal underwriter a service fee at the annual rate of twenty-five basis points (0.25%) of the average daily net assets of the Class III shares. Payments received by the principal underwriter pursuant to the Plan may be greater or less than distribution expenses incurred by the principal underwriter with respect to the applicable class and are in addition to fees paid by each Fund pursuant to the Management Agreement and the Administration Agreement. The principal underwriter may in turn pay others for distribution and shareholder servicing as described below.

The Plan has been approved by the Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and who have no direct or indirect financial interest in the Plan or any related agreement, by a vote cast in person. Continuation of the Plan and the related agreements must be approved by the Trustees annually, in the same manner, and a Plan or any related agreement may be terminated at any time without penalty by a majority of such independent Trustees or by a majority of the outstanding shares of the applicable class. Any amendment increasing the maximum percentage payable under a Plan or other material change must be approved by a majority of the outstanding shares of the applicable class, and all other material amendments to a Plan or any related agreement must be approved by a majority of the independent Trustees.

Financial Intermediaries

The Funds may authorize certain financial intermediaries to accept purchase and redemption orders on its behalf. A Fund will be deemed to have received a purchase or redemption order when a financial intermediary or its designee accepts the order. These orders will be priced at the NAV next calculated after the order is accepted.

The Funds may enter into agreements with financial intermediaries under which a Fund pays the financial intermediaries for services, such as networking, sub-transfer agency and/or omnibus recordkeeping. Payments made pursuant to such agreements generally are based on either (1) a percentage of the average daily net assets of clients serviced by such financial intermediaries, or (2) the number of accounts serviced by such financial intermediary. Any payments made pursuant to such agreements are in addition to, rather than in lieu of, shareholder servicing fees that a financial intermediary may be receiving under an agreement with Foreside Financial Services, LLC (“Distributor”). The Adviser may pay all or a portion of the fees for networking, sub-transfer agency, and/or omnibus accounting at its own expense and out of its legitimate profits.

 

25


Payment of Additional Cash Compensation

On occasion, the Adviser may make payments out of its resources and profits, which may include profits the Adviser derives from investment advisory fees paid by the Funds, to financial intermediaries as incentives to market the Funds, to cooperate with the Adviser’s promotional efforts, or in recognition of the provision of administrative services and marketing and/or processing support. These payments are often referred to as “additional cash compensation” and are in addition to the sales charges and payments to financial intermediaries as discussed in above. The payments are made pursuant to agreements between financial intermediaries and the Adviser and do not affect the price investors pay to purchase shares of the Funds, the amount the Funds will receive as proceeds from such sales, or the amount of other expenses paid by the Funds.

Additional cash compensation payments may be used to pay financial intermediaries for: (1) transaction support, including any one-time charges for establishing access to Fund shares on particular trading systems (known as “platform access fees”); (2) program support, such as expenses related to including the Funds in retirement programs, fee-based advisory or wrap fee programs, fund supermarkets, bank or trust company products, and/or insurance programs (e.g., individual or group annuity contracts); (3) marketing support, such as providing representatives of the Adviser access to sales meetings, sales representatives and management representatives; (4) firm support, such as business planning assistance, advertising, and assistance with educating sales personnel about the Funds and shareholder financial planning needs; (5) providing shareholder and administrative services; and (6) providing other distribution-related or asset retention services.

Additional cash compensation payments generally are structured as basis point payments on gross or net sales or, in the case of platform access fees, fixed dollar amounts.

For the year ended December 31, 2018, the following broker-dealers offering shares of the Funds and/or their respective affiliates received additional cash compensation or similar distribution related payments from the Adviser for providing marketing and program support, administrative services, and/or other services as described above:

Broadridge

Charles Schwab

Fidelity

Goldman Sachs

GWFS Equities Inc.

JP Morgan

LPL Financials LLC

Merrill Lynch

Morgan Stanley

Pershing LLC

RBC

T Rowe Price

TD Ameritrade

UBS

US Bank

Wells Fargo

In addition to member firms of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the Adviser also reserves the ability to make payments, as described above, to other financial intermediaries that sell or provide services to the Funds and shareholders, such as banks, insurance companies, and plan administrators. These firms may include affiliates of the Adviser. You should ask your financial intermediary whether it receives additional cash compensation payments, as described above, from the Adviser or its affiliates.

The Adviser and its affiliates also may pay non-cash compensation to financial intermediaries and their representatives in the form of (1) occasional gifts; (2) occasional meals, tickets or other entertainment; and/or (3) sponsorship support of regional or national conferences or seminars. Such non-cash compensation will be made subject to applicable law.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Control Persons and Principal Holders

As of December 31, 2018, the following persons owned of record 5% or more of a class of each Fund’s outstanding shares. Shareholders owning more than 25% of the shares of a Fund are considered to “control” the Fund as that term is defined under the 1940 Act. Persons controlling a Fund can determine 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.

 

26


JOHCM Emerging Markets Opportunities Fund –  Institutional Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Pershing LLC

1 Pershing Plaza

Jersey City, NJ 07302

     32.63  

Mac Co

Attn Mutual Fund Ops

Room 151-1010 500 Grant Street Pittsburgh, PA 15219

     11.35

RBC Capital Markets Llc Mutual Fund Omnibus

Processing Omnibus

60 South Sixth Street P08

Attn Mutual Fund Ops Manager

Minneapolis, MN 55402

     10.27  

The Sealy And Smith Foundation

2200 Market St Ste 500

Galveston, TX 77550

     8.81

Charles Schwab & Co Inc Special Custody A/C FBO Customers

211 Main Street

Attn Mutual Funds

San Francisco, CA 94105

     5.32  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     6.87

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM Emerging Markets Opportunities Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Charles Schwab & Co Inc Special Custody A C FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     26.12  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     70.68

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM Emerging Markets Opportunities Fund – Class II Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

TD Ameritrade Inc for the Exclusive Benefit of Our Clients

PO Box 2226

Omaha, NE 68154

     44.32  

LPL Financial

PO Box 509046

FBO Customer Accounts

Attn Mutual Fund Operations

San Diego, CA 92121

     33.57

Charles Schwab & Co Inc Special Custody AC FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     12.27  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     9.74

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM Global Equity Fund – Institutional Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     51.27  

SEI Private Trust Company C O Harris Bank ID*

940 One Freedom Valley Drive

Attn Mutual Fund Administrator

Oaks, PA 19456

     13.35

Charles Schwab & Co Inc Special Custody A/C FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     5.89     

 

*

Beneficial owner with respect to multiple accounts.

 

27


 

JOHCM Global Equity Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership             

Charles Schwab and Co Inc Special Custody A C FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     94.00     
JOHCM International Select Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     17.66  

Charles Schwab and Co Inc Special Custody FBO Customers

101 Montgomery Street

Attn: Mutual Funds

San Francisco, CA 94104

     13.93

Pershing LLC

1 Pershing Plaza

Jersey City, NJ 07302

     12.24  

SEI Private Trust Company C O Suntrust Bank ID 866*

One Freedom Valley Drive

Attn: Mutual Fund Administrator

Oaks, PA 19456

     9.16

Goldman Sachs & CO

222 South Main Street

C/O Mutual Fund Ops

Salt Lake City, UT 84101

     5.22     

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM International Select Fund – Class II Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     81.11  

LPL Financial FBO Customer Accounts

Attn Mutual Fund Operations

Po Box 509046

San Diego, CA 92121

     13.63

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM International Small Cap Equity Fund – Institutional Class

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Charles Schwab & Co Inc Special Custody A/C FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     57.68  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     19.07

Pershing LLC

1 Pershing Plaza

Jersey City, NJ 07302

     8.52     

* Beneficial owner with respect to multiple accounts.

 

28


JOHCM International Small Cap Equity Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Charles Schwab & Co Inc Special Custody A/C FBO Customers*

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     63.27  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     16.24

TD Ameritrade Inc for the Exclusive Benefit of Our Clients

PO Box 2226

Omaha, NE 68154

     10.87  

Capinco C O UA Bank NA

1555 N Rivercenter Drive Ste

302 Milwaukee, WI 53212

     7.11

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM International Small Cap Equity Fund – Class II Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Charles Schwab & Co Inc Special Custody AC FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     60.51  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     27.67

Jo Anne E Starr

22161 Bianco

Laguna Hills, CA 92653

     7.46     

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM Asia Ex-Japan Equity Fund – Institutional Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

SEI Private Trust Company C O Mellon Bank ID 225

One Freedom Valley Drive

Attn Mutual Funds

Admin Oaks, PA 19456

     58.04  

University Of Houston System

4800 Calhoun Rd E Cullen Bldg - Rm 226

Office of Finance

Houston, TX 77004

     24.71

W. Clement & Jessie V Stone FD

70 E Lake St #1020

Chicago, IL 60601

     7.44  

Saxon Co FBO Customer Account

PO Box 7780-1888

Philadelphia, PA 19182

     5.41
JOHCM Asia Ex-Japan Equity Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Charles Schwab & Co Inc Special Custody A/C FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     54.69  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     10.40

 

*

Beneficially owners with respect to multiple accounts.

 

29


JOHCM Asia Ex-Japan Equity Fund – Class II Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Pershing LLC

1 Pershing Plaza

Jersey City, NJ 07302

     72.45  

Charles Schwab And Co Inc Special Custody A C FBO Customers

101 Montgomery St

Attn Mutual Funds

San Francisco, CA 94104

     23.02
JOHCM US Small Mid Cap Equity Fund – Institutional Shares

 

Shareholder Name, Address

   % Ownership             

J O Hambro Capital Management Limited

1 St James’s Market

Level 3

London UK, 205 SW1Y 4AH

     100.00     
JOHCM US Small Mid Cap Equity Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

J O Hambro Capital Management Limited

1 St James’s Market

Level 3

London UK, 205 SW1Y 4AH

     99.75     
JOHCM Emerging Markets Small Mid Cap Equity Fund – Institutional Shares

 

Shareholder Name, Address

   % Ownership             

J O Hambro Capital Management Limited*

1 St James’s Market

Level 3

London UK, 205 SW1Y 4AH

     99.70     

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM Emerging Markets Small Mid Cap Equity Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

Charles Schwab & Co Inc Special Custody A/C FBO Customers

211 Main Street

Attn Mutual Funds

San Francisco, CA 94105

     25.12  

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     67.24

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM International Opportunities Fund – Institutional Shares

 

Shareholder Name, Address

   % Ownership             

J O Hambro Capital Management Limited

1 St James’s Market

Level 3

London UK, 205 SW1Y 4AH

     100.00     

 

30


JOHCM Global Income Builder Fund – Institutional Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

BT Investment Management Limited

2 Chifley Square

Level 14

The Chifley Tower

Sydney, New South Wales 2000 010

     69.34  

Charles Schwab & CO Inc Special Custody A/C FBO Customers

101 Montgomery St.

Attn: Mutual Funds

San Francisco, CA

     5.88

National Financial Services LLC*

499 Washington Blvd

Jersey City, NJ 07310

     5.83     

 

*

Beneficial owner with respect to multiple accounts.

 

JOHCM Global Income Builder Fund – Class I Shares

 

Shareholder Name, Address

   % Ownership    

Shareholder Name, Address

   % Ownership  

BT Investment Management Limited

2 Chifley Square

Level 14

The Chifley Tower

Sydney, New South Wales 2000 010

     89.50  

Charles Schwab & CO Inc Special Custody A/C FBO Customers

101 Montgomery St.

Attn: Mutual Funds

San Francisco, CA

     8.34

Management Ownership

As of December 31, 2018 the Trustees or officers of the Trust owned less than 1% of each class of each Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

The Investment Adviser

J O Hambro Capital Management Limited (the “Adviser” or “JOHCM”) serves as the investment adviser to the Funds. The Adviser’s principal place of business is Level 3, 1 St. James’s Market, London SW1Y 4AH, United Kingdom. The Adviser was acquired by Australian fund management group Pendal Group Limited (formerly BT Investment Management Limited) on October 26, 2011. The Adviser operates as a stand-alone boutique within the Pendal Group. As Adviser, JOHCM makes investment decisions for the Funds and also ensures compliance with each Fund’s investment policies and guidelines. As of December 31, 2018, JOHCM had approximately $35.2 billion in assets under management and advisement.

Under the terms of the Trust’s management agreement with the Adviser (“Management Agreement”), the Adviser, subject to the supervision of the Board of Trustees, provides or arranges to be provided to the Funds such investment advice as its deems advisable and will furnish or arrange to be furnished a continuous investment program for the Funds consistent with each Fund’s investment objective and policies. As compensation for advisory services, the Funds are obligated to pay the Adviser fees computed and accrued daily and paid monthly at the annual rates set forth below:

 

Fund   Percentage of Average Daily Net Assets  

JOHCM Emerging Markets Opportunities Fund

    1.05

JOHCM Global Equity Fund

    0.95

JOHCM International Select Fund

    0.89

JOHCM International Small Cap Equity Fund

    1.05

JOHCM Asia Ex-Japan Equity Fund

    1.09

JOHCM Emerging Markets Small Mid Cap Equity Fund

    1.30

JOHCM US Small Mid Cap Equity Fund

    0.85

JOHCM International Opportunities Fund

    0.75

JOHCM Global Income Builder Fund

    0.67

 

31


For fiscal years ended September 30, 2018, September 30, 2017, and September 30, 2016, the Funds1 paid the Adviser the following investment management fees pursuant to the Management Agreement:

 

    Fiscal Year Ended
September 30, 2018
    Fiscal Year Ended
September 30, 2017
    Fiscal Year Ended
September 30, 2016
       

Fund

  Fees Earned     Fees
Waived/
Reimbursed
    Advisory
Fees
Recouped
by
JOHCM
    Fees Earned     Fees
Waived/
Reimbursed
    Advisory
Fees
Recouped
by JOHCM
    Fees
Earned
    Fees
Waived/
Reimbursed
    Advisory
Fees
Recouped
by
JOHCM
 

JOHCM Emerging Markets Opportunities Fund

  $ 4,491,313     $ 0     $ 71,146     $ 2,353,134     $ 0     $ 30,841     $ 1,018,993     $ 138     $ —  

JOHCM Global Equity Fund

  $ 5,189,576     $ 0     $ 28,104     $ 4,417,779     $ 0     $ 5,000     $ 3,091,572     $ 72,465     $ —  

JOHCM International Select Fund

  $ 66,309,063     $ 0     $ 0     $ 45,959,333     $ 0     $ 42,217     $ 30,607,001     $ 10,607     $ —  

JOHCM International Small Cap Equity Fund

  $ 2,716,846     $ 0     $ 49,921     $ 1,726,755     $ 25,988     $ 0     $ 1,244,184     $ 38,646     $ —  

JOHCM Asia Ex-Japan Equity Fund

  $ 3,395,238     $ 211,152     $ 0     $ 3,524,198     $ 41,298     $ 0     $ 2,654,226     $ 55,129     $ —  

JOHCM Emerging Markets Small Mid Cap Equity Fund1

  $ 264,994     $ 186,928     $ 0     $ 85,347     $ 181,199     $ 0     $ 71,053     $ 160,453     $ —  

JOHCM US Small Mid Cap Equity Fund2

  $ 61,398     $ 49,112     $ 0     $ 51,659     $ 20,930     $ 0     $ 43,485     $ 19,823     $ —  

JOHCM International Opportunities Fund3

  $ 16,880     $ 43,552     $ 0     $ 15,323     $ 56,038     $ 0     $ 41       783     $ —    

JOHCM Global Income Builder4

  $ 168,209     $ 53,449     $ 0       N/A       N/A       N/A       N/A       N/A       N/A  

 

1 

Fund commenced operations on December 17, 2014.

2 

Fund commenced operations on October 31, 2014.

3 

Fund commenced operations on September 29, 2016.

4 

Fund commenced operations on November 30, 2017.

The balances of recoverable expenses to JOHCM by Fund1 at September 30, 2018 were as follows:

 

For the Year
Ended:

  Expiring     JOHCM
Asia Ex-
Japan
Fund
    JOHCM
Emerging
Markets
Opportunities

Fund
    JOHCM
Emerging
Markets
Small Mid
Cap Equity

Fund
    JOHCM
Global
Equity

Fund
    JOHCM
International
Select Fund
    JOHCM
International
Small Cap

Equity
Fund
    JOHCM
US Small
Mid Cap

Equity
Fund
    JOHCM
International
Opportunities
Fund
    JOHCM
Global
Income
Builder
Fund
 

September 30, 2016

    September 30, 2019     $ 55,129     $ 138     $ 160,453     $  72,465     $ 0     $ 35,262     $ 19,823     $ 783     $ 0  

September 30, 2017

    September 30, 2020     $ 41,298     $ 0     $ 181,199     $ 0     $ 0     $ 25,988     $ 20,930     $ 56,038     $ 0  

September 30, 2018

    September 30, 2021     $ 211,152     $ 0     $ 186,928     $ 0     $ 0     $ 0     $ 49,112     $ 43,552     $ 53,449  

Balances of Recoverable Expenses to the Adviser

    $ 307,579     $ 138     $ 528,580     $ 72,465     $ 0     $ 61,250     $ 89,865     $ 100,373     $ 53,449  

 

1

The JOHCM Global Income Builder Fund commenced operations on November 30, 2017.

The Management Agreement will continue for an initial term of two years, and on a year-to-year basis thereafter, provided that continuance is approved at least annually by specific approval of the Board of Trustees or by vote of the holders of a majority of the outstanding voting securities of each Fund. In either event, it must also be approved by a majority of the Trustees who are neither parties to the Management Agreement nor interested persons, as defined in the 1940 Act, at a meeting called for the purpose of voting on such approval. The Management Agreement may be terminated at any time without the payment of any penalty by the Board of Trustees or by vote of a majority of the outstanding voting securities of a Fund on not more than 60 days’ written notice to the Adviser. In the event of its assignment, the Management Agreement will terminate automatically.

The Adviser has contractually agreed to waive fees and reimburse expenses to the extent that total annual operating expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to amounts specified in the prospectus of each Fund until January 28, 2020. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior

 

32


waivers or reimbursements for a period not to exceed three years from the date on which the waiver or reimbursement was made to the extent that such a recapture does not cause the total annual fund operating expenses (excluding brokerage costs, interest, taxes, dividends, litigation and indemnification expenses, expenses associated with investments in underlying investment companies, and extraordinary expenses) to exceed the applicable expense limitation that was in effect at the time of the waiver or reimbursement. The agreement to waive fees and reimburse expenses may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Management Agreement.

The Adviser may make payments to banks or other financial institutions that provide shareholder services and administer shareholder accounts. If a bank were prohibited from continuing to perform all or a part of such services, management of the Funds believes that there would be no material impact on the Funds or its shareholders. Banks 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 bank services will be lower than to those shareholders who do not. The Funds may from time to time purchase securities issued by banks that provide such services; however, in selecting investments for a Fund, no preference will be shown for such securities.

Investment Sub-Adviser

JOHCM (USA) Inc. (the “Sub-Adviser” or “JOHCM USA”), located at 53 State Street, 13th Floor, Boston, MA 02109, serves as the Sub-Adviser to the JOHCM International Small Cap Equity Fund, the JOHCM US Small Mid Cap Equity Fund, and the JOHCM Global Income Builder Fund. For its services to the Funds, JOHCM USA receives a fee from the Adviser, computed and accrued daily and paid monthly at an annual rate of 1.05% of the JOHCM International Small Cap Equity Fund’s average daily net assets, 0.85% of the JOHCM US Small Mid Cap Equity Fund’s average daily net assets and 0.67% of the JOHCM Global Income Builder’s average daily net assets.

The Sub-Adviser is responsible for the investment management of the Fund’s assets, including making investment decisions and placing orders for the purchase and sale of securities for the Fund directly with the issuers or with brokers or dealers selected by the Sub-Adviser in its discretion.

The investment advisory services of the Sub-Adviser are not exclusive under the terms of its sub-advisory agreement. The Sub-Adviser is free to render investment advisory services to others.

The Sub-Adviser also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on its services and the investment performance of the JOHCM International Small Cap Equity Fund, the JOHCM US Small Mid Cap Equity Fund, and the JOHCM Global Income Builder Fund. For fiscal years ended September 30, 2018, September 30, 2017, and September 30, 2016, the Adviser paid the Sub-Adviser the following investment management fees pursuant to the Management Agreement:

 

   

Fiscal Year Ended

September 30, 2018

   

Fiscal Year Ended

September 30, 2017

   

Fiscal Year Ended

September 30, 2016

 

Fund

  Fees Earned     Fees Waived/
Reimbursed
    Fees Earned     Fees Waived/
Reimbursed
    Fees Earned     Fees Waived/
Reimbursed
 

JOHCM International Small Cap Equity Fund

  $  2,716,846     $ 0     $  1,726,755     $  25,988     $  1,244,184     $  38,646  

JOHCM US Small Mid Cap Equity Fund

  $ 61,398     $ 49,112     $ 51,659     $ 20,930     $ 43,485     $ 19,823  

JOHCM Global Income Builder Fund1

  $ 168,209     $ 53.449       N/A       N/A       N/A       N/A  

 

1 

The JOHCM Global Income Builder Fund commenced operations on November 30, 2017.

 

33


Portfolio Manager Holdings

The following table indicates for each Fund the dollar range of shares beneficially owned by the portfolio managers as of September 30, 2018.

 

Individual

   Title           Dollar Range of Shares in the Funds
   None      $1–
$10,000
   $10,001–
$50,000
   $50,001–
$100,000
   $100,001–
$500,000
   $500,001–
$1,000,000
   Over
$1,000,000

Christopher J.D. Lees

   Senior Fund Manager      X                    

Nudgem Richyal

   Senior Fund Manager      X                    

James Syme

   Senior Fund Manager      X                    

Paul Wimborne

   Senior Fund Manager      X                    

Robert Cresci

   Senior Fund Manager                   X   

Emery Brewer

   Senior Fund Manager      X                    

Dr. Ivo Kovachev

   Senior Fund Manager      X                    

Stephen Lew

   Fund Manager          X            

Thorsten Becker

   Senior Fund Manager      X                    

Arun Daniel

   Senior Fund Manager      X                    

Vincent Rivers

   Senior Fund Manager      X                    

Ben Leyland

   Senior Fund Manager      X                    

Robert Lancastle

   Senior Fund Manager      X                    

Giorgio Caputo

   Senior Fund Manager                      X

Lale Topcuoglu

   Senior Fund Manager                X      

Robert Hordon

   Senior Fund Manager                      X

Please note that, as non-U.S. residents, Christopher J.D. Lees, Nudgem Richyal, James Syme, Paul Wimborne, Samir Mehta, Cho-Yu Kooi, Emery Brewer, Ivo Kovachev, Ben Leyland, and Robert Lancastle are unable to invest directly in the Funds. Christopher J.D. Lees has exposure to the Global Equity strategy through another of the Adviser’s investment vehicles, James Syme and Paul Wimborne have exposure to the Emerging Markets Opportunities strategy through another of the Adviser’s investment vehicles, and Samir Mehta and Cho-Yu Kooi have exposure to the Asia ex Japan strategy through another of the Adviser’s investment vehicles. Additionally, Thorsten Becker, Arun Daniel and Vince Rivers currently do not invest directly in the Funds, although they do have exposure to the US Small Mid Cap Equity strategy through another of the Adviser’s investment vehicles.

Other Portfolio Manager Information

The portfolio managers are also responsible for managing other account portfolios in addition to the respective Fund that they manage.

A portfolio manager’s management of other accounts may give rise to potential conflicts of interest in connection with their management of the Fund investments on the one hand and the investments of the other accounts, on the other. The side-by-side management of a Fund and other accounts presents a variety of potential conflicts of interests. For example, the portfolio manager may purchase or sell securities for one portfolio and not another. The performance of securities within one portfolio may differ from the performance of securities in another portfolio.

In some cases, another account managed by the same portfolio manager may compensate the Adviser based on performance of the portfolio held by that account. Performance-based fee arrangements may create an incentive for the Adviser to favor higher-fee-paying accounts over other accounts, including accounts that are charged no performance-based fees, in the allocation of investment opportunities. The Adviser has adopted policies and procedures that seek to mitigate such conflicts and to ensure that all clients are treated fairly and equally.

Another potential conflict could arise in instances in which securities considered as investments for the Funds are also appropriate investments for other investment accounts managed by the Adviser. When a decision is made to buy or sell a security by a Fund and one or more of the other accounts, the adviser may aggregate the purchase or sale of the securities and will allocate the securities transactions in a manner it believes to be equitable under the circumstances. However, a variety of factors can determine whether a particular account may participate in a particular aggregated transaction. Because of such differences, there may be differences in invested positions and securities held in accounts managed according to similar strategies. When aggregating orders, the Adviser employs procedures designed to ensure accounts will be treated in a fair and equitable manner and no account will be favored over any other. The Adviser has implemented specific policies and procedures to address any potential conflicts.

 

34


The following tables indicate the number of accounts and asset under management (in millions) for each type of account for each portfolio manager as of September 30, 2018.

Christopher J.D. Lees, Senior Fund Manager, JOHCM Global Equity Fund and JOHCM International Select Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     3        0      $ 10,189.3      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 3,472.7      $ 2,804.6  

Other Accounts

     4        1      $ 1,913.3      $ 35.3  

Total

     10        3      $ 15,575.3      $ 2,839.9  

Nudgem Richyal, Senior Fund Manager, JOHCM Global Equity Fund and JOHCM International Select Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     3        0      $ 10,189.3      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 3,472.7      $ 2,804.6  

Other Accounts

     4        1      $ 1,913.3      $ 35.3  

Total

     10        3      $ 15,575.3      $ 2,839.9  

James Syme, Senior Fund Manager, JOHCM Emerging Markets Opportunities Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 496.4      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 1,203.9      $ 479.8  

Other Accounts

     2        0      $ 131.5      $ 0  

Total

     6        2      $ 1,831.8      $ 479.8  

Paul Wimborne, Senior Fund Manager, JOHCM Emerging Opportunities Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 496.4      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 1,203.9      $ 479.8  

Other Accounts

     2        0      $ 131.5      $ 0  

Total

     6        2      $ 1,831.8      $ 479.8  

 

35


Robert Cresci, Senior Fund Manager, JOHCM International Small Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 268.0      $ 0  

Other Pooled Investment Vehicles

     1        0      $ 11.1      $ 0  

Other Accounts

     1        0      $ 46.8      $ 0  

Total

     3        0      $ 325.9      $ 0  

Emery Brewer, Senior Fund Manager, JOHCM Emerging Markets Small Mid Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     3        0      $ 0      $ 0  

Other Pooled Investment Vehicles

     7        2      $ 516.7      $ 113.6  

Other Accounts

     5        3      $ 728.9      $ 530.5  

Total

     15        5      $ 1,660.5      $ 644.1  

Dr. Ivo Kovachev, Senior Fund Manager, JOHCM Emerging Markets Small Mid Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     3        0      $ 414.9      $ 0  

Other Pooled Investment Vehicles

     7        2      $ 516.7      $ 113.6  

Other Accounts

     5        3      $ 728.9      $ 530.5  

Total

     15        5      $ 1,660.5      $ 644.1  

Stephen Lew, Fund Manager, JOHCM Emerging Markets Small Mid Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     3        0      $ 414.9      $ 0  

Other Pooled Investment Vehicles

     7        2      $ 516.7      $ 113.6  

Other Accounts

     5        3      $ 728.9      $ 530.5  

Total

     15        5      $ 1,660.5      $ 644.1  

Thorsten Becker, Senior Fund Manager, JOHCM US Small Mid Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 7.9      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 77.4      $ 75.7  

Other Accounts

     0        0      $ 0      $ 0  

Total

     4        2      $ 85.3      $ 75.7  

 

36


Arun Daniel, Senior Fund Manager, JOHCM US Small Mid Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 7.9      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 77.4      $ 75.7  

Other Accounts

     0        0      $ 0      $ 0  

Total

     4        2      $ 85.3      $ 75.7  

Vincent Rivers, Senior Fund Manager, JOHCM US Small Mid Cap Equity Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 7.9      $ 0  

Other Pooled Investment Vehicles

     3        2      $ 77.4      $ 75.7  

Other Accounts

     0        0      $ 0      $ 0  

Total

     4        2      $ 85.3      $ 75.7  

Ben Leyland, Senior Fund Manager, JOHCM International Opportunities Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 2.3      $ 0  

Other Pooled Investment Vehicles

     1        1      $ 320.2      $ 320.2  

Other Accounts

     6        0      $ 3,047.4      $ 0  

Total

     8        1      $ 3,369.9      $ 320.2  

Robert Lancastle, Senior Fund Manager, JOHCM International Opportunities Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 2.3      $ 0  

Other Pooled Investment Vehicles

     1        1      $ 320.2      $ 320.2  

Other Accounts

     6        0      $ 3,047.4      $ 0  

Total

     8        1      $ 3,369.9      $ 320.2  

Giorgio Caputo, Senior Fund Manager, JOHCM Global Income Builder Fund*

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 33.7      $ 0  

Other Pooled Investment Vehicles

     1        1      $ 24.8      $ 24.8  

Other Accounts

     0        0      $ 0      $ 0  

Total

     2        1      $ 58.5      $ 24.8  

 

37


Lale Topcuoglu, Senior Fund Manager, JOHCM Global Income Builder Fund*

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 33.7      $ 0  

Other Pooled Investment Vehicles

     1        1      $ 24.8      $ 24.8  

Other Accounts

     0        0      $ 0      $ 0  

Total

     2        1      $ 58.5      $ 24.8  

Robert Hordon, Senior Fund Manager, JOHCM Global Income Builder Fund

 

     Number of Accounts      Assets Under Management
(in millions)
 

Account Type

   Total      Subject to a
Performance
Fee
     Total      Subject to a
Performance
Fee
 

Registered Investment Companies

     1        0      $ 33.7      $ 0  

Other Pooled Investment Vehicles

     1        1      $ 24.8      $ 24.8  

Other Accounts

     0        0      $ 0      $ 0  

Total

     2        1      $ 58.5      $ 24.8  

Portfolio Manager Compensation

The Adviser compensates the portfolio managers for their management of the Funds. The portfolio managers’ compensation consists of a combination of some or all of the following: a base salary, a revenue share (proportion of the management fee generated as well as performance fees earned by the firm from the non-U.S. mutual fund portfolios they manage, and equity interest in the firm.

Fund Services

The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, serves as the Administrator (“Administrator”) for the Funds and serves as the Funds’ Transfer Agent, Custodian, and Fund Accounting Agent. The Custodian acts as the Trust’s depository, provides safekeeping of its portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Trust’s request, and maintains records in connection with its duties. The Transfer Agent maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of Fund shares, acts as dividend and distribution disbursing agent, and performs other accounting and shareholder service functions. The fees and certain expenses of the Transfer Agent, Custodian, Fund Accounting Agent, and Administrator are paid by the Funds.

For fiscal years ended September 30, 2018, September 30, 2017, and September 30, 2016, the Funds paid the Administrator the following fees:

 

Fund    Fiscal Year Ended
September 30, 2018
     Fiscal Year Ended
September 30, 2017
     Fiscal Year Ended
September 30, 2016
 
   Fees Earned      Fees
Waived/
Reimbursed
     Fees Earned      Fees
Waived/
Reimbursed
     Fees Earned      Fees
Waived/
Reimbursed
 

JOHCM Emerging Markets Opportunities Fund

   $ 492,396      $ 8,614      $ 273,013      $ 0      $ 126,090      $ 21,756  

JOHCM Global Equity Fund

   $ 393,703      $ 9,905      $ 345,910      $ 0      $ 295,719      $ —  

JOHCM International Select Fund

   $ 5,191,811      $ 119,547      $ 3,538,001      $ 0      $ 2,346,036      $ —  

JOHCM International Small Cap Equity Fund

   $ 224,271      $ 7,235      $ 193,926      $ 21,123      $ 153,711      $ 7,893  

JOHCM Asia Ex-Japan Equity Fund

   $ 406,920      $ 5,527      $ 430,866      $ 0      $ 366,492      $ —  

JOHCM Emerging Markets Small Mid Cap Equity Fund1

   $ 157,982      $ 5,355      $ 164,180      $ 5,245      $ 156,137      $ 8,552  

JOHCM US Small Mid Cap Equity Fund2

   $ 146,383      $ 133,026      $ 136,163      $ 122,630      $ 134,676      $ 120,808  

JOHCM International Opportunities Fund3

   $ 147,777      $ 121,546      $ 132,133      $ 110,477      $ 3,503      $ 3,134  

JOHCM Global Income Builder4

   $ 125,697      $ 92,466        N/A        N/A        N/A        N/A  

 

38


1 

Fund commenced operations on December 17, 2014.

2 

Fund commenced operations on October 31, 2014.

3

Fund commenced operations on September 29, 2016.

4

Fund commenced operations on November 30, 2017. Fees are provided for the period November 30, 2017 through December 31, 2017.

Effective August 1, 2016, Foreside Management Services, LLC, through an assignment from Beacon Hill Fund Service, Inc. (“Beacon Hill”), assumed the role of the Trust’s business manager and administrator in connection with the acquisition of Beacon Hill by Foreside Financial Group, LLC. In September 2018, the compliance and financial control services provided to the Funds were assumed by Foreside Fund Officer Services, LLC (“Foreside”); the other business management and administrative services formerly provided by Foreside Financial Group, LLC, were assumed by The Northern Trust Company as the Funds’ Administrator. Foreside’s fees are paid by the Funds. Foreside is located at 690 Taylor Road, Suite 210, Gahanna, Ohio 43230.

For fiscal years ended September 30, 2018, September 30, 2017, and September 30, 2016, the Funds paid to Foreside and Beacon Hill the following fees:

 

Fund    Fiscal Year Ended
September 30, 2018
     Fiscal Year Ended
September 30, 2017
     Fiscal Year Ended
September 30, 2016
 
   Fees Earned      Fees
Waived/
Reimbursed
     Fees Earned      Fees
Waived/
Reimbursed
     Fees Earned      Fees
Waived/
Reimbursed
 

JOHCM Emerging Markets Opportunities Fund

   $ 91,544        N/A      $ 57,618        N/A      $ 27,914      $ 374  

JOHCM Global Equity Fund

   $ 118,038        N/A      $ 120,780        N/A      $ 93,991      $ 1,284  

JOHCM International Select Fund

   $ 1,598,015        N/A      $ 1,336,958        N/A      $ 995,109      $ —    

JOHCM International Small Cap Equity Fund

   $ 55,596        N/A      $ 42,432        N/A      $ 34,445      $ 18,135  

JOHCM Asia Ex-Japan Equity Fund

   $ 68,941        N/A      $ 84,212        N/A      $ 70,086      $ 1,448  

JOHCM Emerging Markets Small Mid Cap Equity Fund1

   $ 4,213        N/A      $ 1,702        N/A      $ 1,585      $ 2,350  

JOHCM US Small Mid Cap Equity
Fund2

   $ 1,554        N/A      $ 1,586        N/A      $ 1,486      $ 4  

JOHCM International Opportunities
Fund3

   $ 464        N/A      $ 531        N/A      $ 1      $ —  

JOHCM Global Income Builder4

   $ 5,198        N/A        N/A        N/A        N/A        N/A  

 

1 

Fund commenced operations on December 17, 2014.

2 

Fund commenced operations on October 31, 2014.

3 

Fund commenced operations on September 29, 2016.

4

Fund commenced operations on November 30, 2017. Fees are provided for the period November 30, 2017 through December 31, 2017.

Carne Global Financial Services (US) LLC (“Carne”) provides Risk Management and Oversight Services for the JOHCM Funds pursuant to a written agreement between the Trust, on behalf of the JOHCM Funds, and Carne, including providing the Risk Officer to the JOHCM Funds to administer the fund risk program and oversee the analysis of investment performance and performance of service providers. The fees are paid by the Funds.

 

39


For fiscal years ended September 30, 2018, September 30, 2017, and September 30, 2016 the Funds paid Carne the following fees pursuant to this agreement:

 

     Fiscal Year Ended
September 30, 2018
     Fiscal Year Ended
September 30, 2017
     Fiscal Year Ended
September 30, 2016
 
Fund    Fees
Earned
     Fees
Waived/
Reimbursed
     Fees
Earned
     Fees
Waived/
Reimbursed
     Fees
Earned
     Fees
Waived/
Reimbursed
 

JOHCM Emerging Markets Opportunities Fund

   $ 3,783        N/A      $ 2,655        N/A      $ 1,442        N/A  

JOHCM Global Equity Fund

   $ 4,764        N/A      $ 5,413        N/A      $ 5,089        N/A  

JOHCM International Select Fund

   $ 65,997        N/A      $ 60,967        N/A      $ 57,553        N/A  

JOHCM International Small Cap Equity Fund

   $ 2,280        N/A      $ 1,935        N/A      $ 2,154        N/A  

JOHCM Asia Ex-Japan Equity Fund

   $ 2,645        N/A      $ 3,855        N/A      $ 3,575        N/A  

JOHCM Emerging Markets Small Mid Cap Equity Fund1

   $ 190        N/A      $ 79        N/A      $ 96        N/A  

JOHCM US Small Mid Cap Equity Fund2

   $ 63        N/A      $ 71        N/A      $ 91        N/A  

JOHCM International Opportunities Fund3

   $ 20        N/A      $ 24        N/A      $ —        N/A  

JOHCM Global Income Builder Fund4

   $ 257        N/A        N/A        N/A        N/A        N/A  

 

1 

Fund commenced operations on December 17, 2014.

2 

Fund commenced operations on October 31, 2014.

3 

Fund commenced operations on September 29, 2016.

4 

Fund commenced operations on November 30, 2017. Fees are provided for the period November 30, 2017 through December 31, 2017.

Distributor

Foreside Financial Services, LLC (“Distributor”), a subsidiary of Foreside Financial Group, LLC, located at 3 Canal Plaza, Suite 100, Portland, Maine 04101, provides distribution services to the Funds pursuant to a distribution agreement with the Trust. Under its agreement with the Trust, the Distributor acts as an agent of the Trust in connection with the offering of the shares of the Funds on a continuous basis. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor, and its officers, have no role in determining each Funds’ investment policies or which securities to buy or sell. The Adviser, at its own expense, pays the Distributor a fee for distribution-related services.

The Distributor may enter into agreements with selected broker-dealers, banks, or other financial institutions for distribution of shares of the Funds. The Trust in its discretion also may issue shares of the Funds other than through the Distributor in connection with: (i) the payment or reinvestment of dividends or distributions; (ii) any merger or consolidation of the Trust or the Funds with any other investment company or trust or any personal holding company, or the acquisition of the assets of any such entity or another series of the Trust; (iii) any offer of exchange authorized by the Board of the Trustees; (iv) any sales of shares to Trustees and officers of the Trust or to Distributor or such other persons identified in the Prospectus; or (v) the issuance of such shares to a unit investment trust if such unit investment trust has elected to use shares as an underlying investment.

Independent Registered Public Accounting Firm

The firm of PricewaterhouseCoopers LLP, One North Wacker, Chicago, Illinois 60606, has been selected as independent registered public accounting firm for the Funds for the fiscal year ending September 30, 2019 in accordance with the requirements of the 1940 Act and the rules thereunder. PricewaterhouseCoopers LLP will perform an annual audit of the Funds’ financial statements and provides audit and tax services.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Subject to policies established by the Board of Trustees, the Adviser is responsible for each Fund’s portfolio decisions and the placing of the Fund’s portfolio transactions. In placing portfolio transactions, the Adviser seeks the best qualitative execution, 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.

All decisions concerning the purchase and sale of securities and the allocation of brokerage commissions on behalf of the Funds are made by the Adviser. In selecting broker-dealers to use for such transactions, the Adviser will seek to achieve the best overall result for a Fund taking into consideration a range of factors that include not just price, but also the broker’s reliability, reputation in

 

40


the industry, financial standing, infrastructure, research and execution services and ability to accommodate special transaction needs. The Adviser will use knowledge of each Fund’s circumstances and requirements to determine the factors that the Adviser takes into account for the purpose of providing each Fund with “best execution.”

In selecting qualified broker-dealers to execute brokerage transactions, the Adviser may consider broker-dealers who provide or procure for the Adviser brokerage or research services or products within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended. Such services and products may include fundamental research reports and technical and portfolio analyses. Certain of the brokerage and research services received may benefit some or all of the Adviser’s clients and accounts under the management of the Adviser and may not benefit directly the Funds. Broker-dealers who provide such services may receive a commission which is in excess of the amount of the commission another broker-dealer may have charged if in the judgment of the Adviser the higher commission is reasonable in relation to the value of the brokerage and research services rendered. All commissions paid, regardless of whether the executing broker-dealer provides research services, will generally be within a competitive range for full service brokers.

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.

For fiscal years ended September 30, 2018, September 30, 2017, and September 30, 2016, the Funds paid the following brokerage commissions:

 

Fund

  Fiscal Year Ended
September 30, 2018
    Fiscal Year Ended
September 30, 2017
    Fiscal Year Ended
September 30, 2016
 

JOHCM Emerging Markets Opportunities Fund

  $ 396,747     $ 301,426     $ 133,122  

JOHCM Global Equity Fund

  $ 205,850     $ 325,040     $ 546,710  

JOHCM International Select Fund

  $ 2,745,118     $ 2,664,223     $ 4,885,506  

JOHCM International Small Cap Equity Fund

  $ 105,908     $ 147,410     $ 98,204  

JOHCM Asia Ex-Japan Equity Fund

  $ 367,803     $ 381,886     $ 252,827  

JOHCM Emerging Markets Small Mid Cap Equity Fund1

  $ 58,634     $ 23,502     $ 18,507  

JOHCM US Small Mid Cap Equity Fund2

  $ 7,025     $ 3,139     $ 3,865  

JOHCM International Opportunities Fund3

  $ 1,321     $ 1,758     $ 1,764  

JOHCM Global Income Builder Fund4

  $ 13,018       N/A       N/A  

 

1 

Fund commenced operations on December 17, 2014

2 

Fund commenced operations on October 31, 2014.

3

Fund commenced operations on September 29, 2016.

4

Fund commenced operations on November 30, 2017. Fees are provided for the period November 30, 2017 through December 31, 2017.

During the fiscal year ended September 30, 2018, the Funds acquired and sold securities of the following regular broker/dealers and at year end owned the following amounts of securities of such regular broker/dealers, as defined in Rule 10b-1 under the 1940 Act, or their parent companies:

 

Fund  

Name of Regular Broker/

Dealer of which the

Fund Held Securities

  Market Value as of September 30, 2018  

JOHCM Global Income Builder Fund

  UBS   $ 530,828.00  

JOHCM Global Income Builder Fund

  JPMorgan   $ 283,541.40  

JOHCM Global Income Builder Fund

  Citigroup   $ 0  

JOHCM Global Income Builder Fund

  Credit Agricole   $ 0  

JOHCM US Small Mid Cap Equity Fund

  Raymond James   $ 183,823.85  

 

41


DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds will not disclose (or authorize its custodian or principal underwriter to disclose) portfolio holdings information to any person or entity except as follows:

 

   

To persons providing services to the Funds who have a need to know such information in order to fulfill their obligations to the Funds, such as portfolio managers, administrators, custodians, pricing services, proxy voting services, accounting and auditing services, and research and trading services, and the Trust’s Board of Trustees;

 

   

In connection with periodic reports that are available to shareholders and the public;

 

   

To mutual fund rating or statistical agencies or persons performing similar functions;

 

   

Pursuant to a regulatory request or as otherwise required by law; or

 

   

To persons approved in writing by the CCO or President of the Trust.

Monthly top ten holdings and active weightings for each Fund are available on its Funds website (www.johcm.com/us/our-funds) 15 calendar days after each month-end. In addition to this monthly disclosure, each Fund may also make publicly available its portfolio holdings at other dates as may be determined from time to time. To find the top ten holdings and active weightings for each Fund, click on ”Asset Allocation” in the right hand column next to the Fund. The same information is also available by calling the Trust at 866-260-9549 (toll free) or 312-557-5913.

A complete listing of quarter-end portfolio holdings for each Fund is available on its Funds website (www.johcm.com/us/our-funds) 15 calendar days after each quarter-end. To find the quarter end portfolio holdings for each Fund, click on ”Overview” in the right hand column next to the Fund and then click on “Quarterly Holdings” next to “Fund Material”. The same information is also available by calling the Trust at 866-260-9549 (toll free) or 312-557-5913. The Funds also disclose portfolio holdings quarterly, and in the annual and semi-annual shareholder reports, as well as in Form N-Q filings with the SEC, in each case no later than 60 days after the end of the applicable fiscal period.

Pursuant to policies and procedures adopted by the Board of Trustees, the Funds have ongoing arrangements to release portfolio holdings information on a daily basis to the Adviser, the Sub-Adviser, Administrator, Transfer Agent, Fund Accounting Agent and Custodian and on an as needed basis to other third parties providing services to the Funds. The Adviser, Sub-Adviser, Administrator, Transfer Agent, Fund Accounting Agent and Custodian receive portfolio holdings information daily in order to carry out the essential operations of the Funds. The Funds disclose portfolio holdings to their auditors, legal counsel, proxy voting services (if applicable), pricing services, printers, parties to merger and reorganization agreements and their agents, and prospective or newly hired investment advisers or sub-advisers. KPMG LLP, an investor in the JOHCM Emerging Markets Opportunities Fund, also receives certain non-public information on an ongoing basis from the Adviser in order to facilitate compliance with the auditor independence requirements to which it is subject. The lag between the date of the information and the date on which the information is disclosed will vary based on the identity of the party to whom the information is disclosed. For instance, the information may be provided to auditors within days of the end of an annual period, while the information may be given to legal counsel at any time. The Funds, the Adviser, the Sub-Adviser, the Transfer Agent, the Fund Accounting Agent, and the Custodian, are prohibited from entering into any special or ad hoc arrangements with any person to make available information about the Funds’ portfolio holdings without the specific approval of the Trust’s CCO or President. Any party wishing to release portfolio holdings information on an ad hoc or special basis must submit any proposed arrangement to the CCO, which will review the arrangement to determine (i) whether the arrangement is in the best interests of the Funds’ shareholders, (ii) whether the information will be kept confidential (based on the factors discussed below), (iii) whether sufficient protections are in place to guard against personal trading based on the information, and (iv) whether the disclosure presents a conflict of interest between the interests of Fund shareholders and those of the Adviser, or any affiliated person of the Funds or the Adviser. The CCO will provide to the Board of Trustees on a quarterly basis a report regarding all portfolio holdings information released on an ad hoc or special basis. Additionally, the Adviser and any affiliated persons of the Adviser, are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Funds, as a result of disclosing the Funds’ portfolio holdings. The Trust’s CCO monitors compliance with these procedures, and reviews their effectiveness on an annual basis.

Information disclosed to third parties, whether on an ongoing or ad hoc basis, is disclosed under conditions of confidentiality. “Conditions of confidentiality” include (i) confidentiality clauses in written agreements, (ii) confidentiality implied by the nature of the relationship (e.g., attorney-client relationship), (iii) confidentiality required by fiduciary or regulatory principles (e.g., custody relationships) or (iv) understandings or expectations between the parties that the information will be kept confidential. The agreements with the Funds’ Adviser, Transfer Agent, Fund Accounting Agent, and Custodian contain confidentiality clauses, which the Board and these parties have determined extend to the disclosure of nonpublic information about the Funds’ portfolio holdings and the duty not to trade on the non-public information. The Trust believes that these are reasonable procedures to protect the confidentiality of the Funds’ portfolio holdings and will provide sufficient protection against personal trading based on the information.

 

42


DETERMINATION OF SHARE PRICE

The price (NAV) of the shares of each Fund is determined at the close of trading of the NYSE, normally 4:00 p.m. ET/3:00 p.m. CT except for the following days on which the share price of each Fund is not calculated: Saturdays and Sundays; U.S. national holidays including New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Security prices are generally provided by an independent third party pricing service approved by the Trustees as of the close of the NYSE, normally at 4:00 pm ET, each business day on which the share price of the Funds are calculated (as defined in each Fund’s prospectus).

Equity securities (including options, rights, warrants, futures, and options on futures) traded in the over-the-counter market or on a primary exchange shall be valued at the closing price or last trade price, as applicable, as determined by the primary exchange. If no sale occurred on the valuation date, the securities will be valued at the latest quotations available from the designated pricing vendor as of the closing of the primary exchange. Securities for which quotations are either (1) not readily available or (2) determined to not accurately reflect their value are valued at their fair value using procedures approved by the Board of Trustees. Significant bid-ask spreads, or infrequent trading may indicate a lack of readily available market quotations. Securities traded on more than one exchange will first be valued at the last sale price on the principal exchange, and then the secondary exchange. The NASD National Market System is considered an exchange. Investments in other open-end registered investment companies are valued at their respective NAV as reported by such companies.

Fixed-income securities will be valued at the latest quotations available from the designated pricing vendor. These quotations will be derived by an approved independent pricing service based on their proprietary calculation models. In the event that market quotations are not readily available for short-term debt instruments, securities with less than 61 days to maturity may be valued at amortized cost as long as there are no credit or other impairments of the issuer.

In the event an approved pricing service is unable to provide a readily available quotation, the security may be priced by an alternative source, such as a broker who covers the security and can provide a daily market quotation. The appropriateness of the alternative source, such as the continued use of the broker, will be reviewed and ratified quarterly by the Fund’s Fair Value Committee (“FVC”). Securities for which quotations are (1) not readily available, (2) not provided by an approved pricing service or broker, or (3) determined to not accurately reflect their value, are valued by the FVC using procedures approved by the Board of Trustees.

Foreign securities, currencies and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of valuation time, as provided by an independent pricing service approved by the Board.

REDEMPTION IN-KIND

The Funds do not intend to redeem shares in any form except cash. However, if the amount redeemed is over the lesser of $250,000 or 1% of a Fund’s net assets, each Fund has the right to redeem shares by giving the redeeming shareholder the amount that exceeds the lesser of $250,000 or 1% of the Fund’s net assets in securities instead of cash. 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 a Fund.

TAX CONSEQUENCES

The following discussion of certain U.S. federal income tax consequences is general in nature and should not be regarded as an exhaustive presentation of all possible tax ramifications. Each shareholder should consult a qualified tax advisor regarding the tax consequences of an investment in the Funds. The tax considerations relevant to a specific shareholder depend upon the shareholder’s specific circumstances, and the following general summary does not attempt to discuss all potential tax considerations that could be relevant to a prospective shareholder with respect to the Fund or its investments. This general summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. federal income tax regulations promulgated thereunder, and administrative and judicial interpretations thereof as of the date hereof, all of which are subject to change (potentially on a retroactive basis).

Each Fund intends to qualify each year as a regulated investment company under Subchapter M of the Code, which requires compliance with certain requirements concerning the sources of its income, diversification of its assets, and the amount and timing of its distributions to shareholders. Such qualification does not involve supervision of management or investment practices or policies by any government agency or bureau. By so qualifying, the Funds should not be subject to federal income or excise tax on net

 

43


investment income or net realized capital gain, which are distributed to shareholders in accordance with the applicable timing requirements.

Each Fund intends to distribute substantially all of their net investment income (including any excess of net short-term capital gains over net long-term capital losses) and net realized capital gain (that is, any excess of net long-term capital gains over net short-term capital losses) in accordance with the timing requirements imposed by the Code and therefore should not be required to pay any federal income or excise taxes. Net realized capital gain for a fiscal year is computed by taking into account any capital loss carryforward of a Fund.

To be treated as a regulated investment company under Subchapter M of the Code, each Fund must also (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, net income from certain publicly traded partnerships and gains from the sale or other disposition of securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to the business of investing in such securities or currencies, and (b) diversify its holding so that, at the end of each fiscal quarter, (1) at least 50% of the market value of a Fund’s assets is represented by cash, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5% of the market value of a Fund’s assets and 10% of the outstanding voting securities of such issuer) and (2) not more than 25% of the value of its assets is invested in the securities (other than U.S. government securities or the securities of other regulated investment companies) of: (i) any one issuer, (ii) two or more issuers which the Fund controls and which are determined to be engaged in the same or similar trades or businesses, (iii)or the securities of certain publicly traded partnerships.

If a Fund fails to qualify as a regulated investment company under Subchapter M in any fiscal year, it may be treated as a corporation for federal income tax purposes. As such, a Fund would be required to pay income taxes on its net investment income and net realized capital gains, if any, at the rates generally applicable to corporations. Shareholders of a Fund generally would not be liable for income tax on the Fund’s net investment income or net realized capital gains in their individual capacities. However, distributions to shareholders, whether from the Fund’s net investment income or net realized capital gains, would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the Fund.

As a regulated investment company, each Fund is subject to a 4% nondeductible excise tax on certain undistributed amounts of ordinary income and net realized capital gain under a prescribed formula contained in Section 4982 of the Code. The formula requires payment to shareholders during a calendar year of distributions representing at least 98% of a Fund’s ordinary income for the calendar year and at least 98.2% of its net realized capital gain (i.e., the excess of its capital gains over capital losses) realized during the one-year period ending October 31 during such year plus 100% of any income that was neither distributed nor taxed to a Fund during the preceding calendar year. Under ordinary circumstances, each Fund expects to time its distributions so as to avoid liability for this tax.

The following discussion of U.S. federal income tax consequences is for the general information of shareholders that are U.S. persons that are subject to tax. Shareholders that are invested in IRAs or other qualified retirement plans are exempt from income taxation under the Code. Shareholders that are non-U.S. persons, IRAs or other qualified retirement plans should consult their own tax advisors regarding the tax consequences of an investment in the Funds.

Distributions of taxable net investment income (including the excess of net short-term capital gain over net long-term realized capital loss) generally are taxable to shareholders as ordinary income. However, distributions by a Fund to a non-corporate shareholder may be subject to income tax at the shareholder’s applicable tax rate for long-term capital gain, to the extent that the Fund receives qualified dividend income on the securities it holds, the Fund properly designates the distribution as qualified dividend income, and the Fund and the non-corporate shareholder receiving the distribution meets certain holding period and other requirements. Distributions of taxable net investment income (including qualified dividend income) may be subject to an additional 3.8% Medicare tax as discussed below.

Distributions of net realized capital gain (“capital gain dividends”) generally are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Trust have been held by such shareholders. Under current law, capital gain dividends recognized by a non-corporate shareholder generally will be taxed at a maximum income tax rate of 20% and may be subject to an additional 3.8% Medicare tax as discussed below. Capital gains of corporate shareholders are taxed at the same rate as ordinary income.

Distributions of taxable net investment income and net realized capital gain will be taxable as described above, whether received in additional cash or shares. All distributions of taxable net investment income and net realized capital gain, whether received in shares or in cash, must be reported by each taxable shareholder on his or her federal income tax return. Dividends or distributions declared in October, November, or December as of a record date in such a month, if any, will be deemed to have been received by shareholders on December 31, if paid during January of the following year. Redemptions of shares may result in tax consequences (gain or loss) to the shareholder and are also subject to these reporting requirements.

 

44


Redemption of Fund shares by a shareholder will result in the recognition of taxable gain or loss in an amount equal to the difference between the amount realized and the shareholder’s tax basis in the shareholder’s Fund shares. Such gain or loss is treated as a capital gain or loss if the shares are held as capital assets. However, any loss realized upon the redemption of shares within six months from the date of their purchase will be treated as a long-term capital loss to the extent of any amounts treated as capital gain dividends during such six-month period. All or a portion of any loss realized upon the redemption of shares may be disallowed to the extent shares are purchased (including shares acquired by means of reinvested dividends) within 30 days before or after such redemption.

Under the Code, each Fund will be required to report to the Internal Revenue Service (“IRS”) all distributions of taxable income and net realized capital gains as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of taxable net investment income and net realized capital gain and proceeds from the redemption or exchange of the shares of a Fund may be subject to withholding of federal income tax (currently, at a rate of 24%) in the case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law, or if a Fund is notified by the IRS or a broker that withholding is required due to an incorrect TIN or a previous failure to report taxable interest or dividends. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.

An additional 3.8% Medicare tax generally will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates, and trusts to the extent that any such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

Shareholders should consult their tax advisors about the application of federal, state, local, and foreign tax law in light of their particular situation.

Should additional series, or funds, be created by the Trustees, each Fund would be treated as a separate tax entity for federal tax purposes.

Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by a Fund after June 30, 2014 and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2018. FATCA withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documentation concerning its status under FATCA.

For federal income tax purposes, a Fund is permitted to carry forward net long-term and short-term capital losses realized in a taxable year to offset its own capital gains, if any, in years following the year of the loss. As of the end of tax year ended September 30, 2018, the Funds had short-term capital loss carry forwards (“CLCFs”) and long-term CLCFs as summarized in the table below, for federal income tax purposes, which may be carried forward indefinitely.

 

     Amount  

Fund

   Short-term      Long-term  

JOHCM Emerging Markets Opportunities Fund

     

JOHCM Global Equity Fund

   $ 0      $ 0  

JOHCM International Select Fund

   $ (103,088,912    $ 0  

JOHCM International Small Cap Equity Fund

   $ 0      $ 0  

JOHCM Asia Ex-Japan Equity Fund

   $ 0      $ 0  

JOHCM Emerging Markets Small Mid Cap Equity Fund

   $ 0      $ 0  

JOHCM US Small Mid Cap Equity Fund

   $ 0      $ 0  

JOHCM International Opportunities Fund

   $ 0      $ 0  

JOHCM Global Income Builder Fund

   $ (140,115    $ 0  

 

45


PROXY VOTING POLICIES AND PROCEDURES

The Board of Trustees has delegated responsibilities for decisions regarding proxy voting for securities held by each Fund to the Adviser, subject to the general oversight of the Board. The Adviser has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, consistent with its fiduciary obligations. The Proxy Policy has been approved by the Board of Trustees. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised prudently and solely in the best economic interests of the Funds and their shareholders considering all relevant factors and without undue influence from individuals or groups who may have an economic interest in the outcome of a proxy vote. Any conflict between the best economic interests of the Funds and the Adviser’s interests will be resolved in the Funds’ favor pursuant to the Proxy Policy.

The Adviser’s proxy voting policies and procedures are attached as Appendix A.

Investors may obtain a copy of the proxy voting policies and procedures by writing to the Trust in the name of the pertinent Fund c/o The Northern Trust Company, P.O. Box 4766, Chicago, Illinois 60680-4766 or by calling the Trust at 866-260-9549 (toll free) or 312-557-5913. Information about how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 is available without charge, upon request, by calling the Trust at 866-260-9549 (toll free) or 312-557-5913 and on the SEC’s website at http://www.sec.gov.

FINANCIAL STATEMENTS

The audited financial statements, including the financial highlights appearing in the Annual Report to Shareholders of the Funds, for the fiscal period ended September 30, 2018 are incorporated herein by reference. The Funds will provide the Annual Report without charge at written request or request by telephone.

 

46


APPENDIX A

JO Hambro Capital Management Limited

JOHCM (USA) Inc.

Proxy Voting Policy and Procedures

JOHCM may have the authority from time to time to vote the proxies of its clients. We consider it to be of paramount importance when assessing proxy voting responsibilities on behalf of its Funds and separate client accounts to recognize the fiduciary responsibility we assume in acting as investment manager. In all cases we exercise our proxy voting obligations with a view of enhancing clients’ long term investment values. We believe that this long term value is enhanced by good corporate governance at underlying portfolio companies.

JOHCM has established procedures to ensure that all proxies that are received are properly distributed and voted in a timely manner. Custodian platforms are reviewed by our Operations team on a daily basis and they then provide relevant fund managers with details of upcoming votes requesting a voting decision by the relevant deadline.

JOHCM has engaged Risk Metrics Voting Services and Risk Metrics Proxy Advisory Services to facilitate our voting and engagement activities. Our fund managers review all Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) agendas prior to voting. Where Risk Metrics’ research highlights issues which do not represent best practice, JOHCM’s Investment Director will discuss the issues with the relevant fund manager before agreeing a course of action.

Further, our fund managers often pursue specific issues directly with company management and will escalate governance and strategy concerns with the Senior Independent Director or company Chairman when shareholder value and shareholders’ rights are being infringed, using the UK Corporate Governance Code as their guide and applying the same principles to non-UK holdings.

Our fund managers act with other investors where appropriate.

Where Risk Metrics’ research indicates that company proposals do not contravene international governance best practice, we vote with management.

Should a conflict of interest arise between the Investment Adviser’s interests and those of a client, JOHCM will arrange a discussion with such client to review the proxy voting materials and the conflict and will obtain the client’s consent before voting. If the Investment Adviser is not able to obtain the client’s consent, JOHCM shall take reasonable steps to ensure and must be able to demonstrate that those steps resulted in a decision to vote the proxies in the best interests of the client.

Once the proxy has been voted, it will be recorded and sorted. These records will contain the proxy statements received on behalf of the client, any documents prepared by the fund manager that were material to making a decision on how to vote or that memorialized the basis for the decision and records of the client’s request for proxy voting information and any written response. All proxy records shall be maintained for a minimum period of 5 years.

Existing and prospective clients may obtain a copy of these Proxy Voting Guidelines by contacting J O Hambro Capital Management Limited., Compliance Department, Level 3, 1 St. James’s Market, London, United Kingdom, SW1Y 4AH. Existing clients may obtain a record of their actual proxy votes by contacting J O Hambro Capital Management Limited., Compliance Department, Level 3, 1 St. James’s Market, London, United Kingdom, SW1Y 4AH as well.

 

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