N-1A 1 a17-7570_1n1a.htm REGISTRATION STATEMENT FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES

 

Filed with the Securities and Exchange Commission on March 6, 2017

 

1933 Act Registration File No.   333-     

1940 Act File No. 811-23235

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

x

Pre-Effective Amendment No.

 

o

Post-Effective Amendment No.

 

o

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x

Amendment No.

 

o

 

(Check appropriate box or boxes.)

 

MORNINGSTAR FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

 

Morningstar Funds Trust

22 W. Washington Street

Chicago, IL 60602

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s Telephone Number, including Area Code:  (312) 696-6000

 

Name and Address of Agent for Service

 

Patrick J. Maloney

Morningstar Funds Trust

22 W. Washington Street

Chicago, IL 60602

 

Copy to:

 

Eric S. Purple

Nicole Trudeau

Stradley Ronon Stevens & Young, LLP

1250 Connecticut Avenue N.W.

Suite 500

Washington, D.C. 20036

 

Approximate Date of Proposed Public Offering:

 

As soon as practicable after the effectiveness of this registration statement.

 

 

 



 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 



 

Subject to Completion—Dated March 6, 2017

 

The information in this Prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

INSERT LOGO

 

MORNINGSTAR FUNDS TRUST

 

Morningstar U.S. Equity Fund

 

Ticker: [     ]

 

Morningstar International Equity Fund

 

Ticker: [     ]

 

Morningstar Global Income Fund

 

Ticker: [     ]

 

Morningstar Total Return Bond Fund

 

Ticker: [     ]

 

Morningstar Municipal Bond Fund

 

Ticker: [     ]

 

Morningstar Defensive Bond Fund

 

Ticker: [     ]

 

Morningstar Multi-Sector Bond Fund

 

Ticker: [     ]

 

Morningstar Unconstrained Allocation Fund

 

Ticker: [     ]

 

Morningstar Alternatives Fund

 

Ticker: [     ]

 

 

PROSPECTUS

 

                            , 2017

 

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

 



 

TABLE OF CONTENTS

 

SUMMARY SECTIONS

 

Morningstar U.S. Equity Fund

 

Morningstar International Equity Fund

 

Morningstar Global Income Fund

 

Morningstar Total Return Bond Fund

 

Morningstar Municipal Bond Fund

 

Morningstar Defensive Bond Fund

 

Morningstar Multi-Sector Bond Fund

 

Morningstar Unconstrained Allocation Fund

 

Morningstar Alternatives Fund

 

ADDITIONAL INFORMATION REGARDING THE FUND’S INVESTMENT OBJECTIVE STRATEGIES AND RISKS

 

Investment Objective

 

Principal Investment Strategies 

 

Principal Risks of Investing in the Fund

 

PORTFOLIO HOLDINGS INFORMATION

 

MANAGEMENT OF THE FUND

 

Investment Adviser

 

Fund Expenses

 

Sub-Advisers, Portfolio Managers and Prior Performance Information

 

SHAREHOLDER INFORMATION

 

ACCOUNT AND TRANSACTION POLICIES

 

TOOLS TO COMBAT FREQUENT TRANSACTIONS

 

DIVIDENDS AND DISTRIBUTIONS

 

TAX CONSEQUENCES

 

FINANCIAL HIGHLIGHTS

 

PRIVACY NOTICE 

 

 



 

MORNINGSTAR U.S. EQUITY FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks long-term capital appreciation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[                ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[                ]

 

Acquired Fund Fees and Expenses (2)

 

[                ]

 

Total Annual Fund Operating Expenses

 

[                ]

 

 


(1)         Other expenses are based on estimated amounts for the current fiscal year.

(2)         Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[    ]

 

$

[    ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking long-term capital appreciation, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. based companies. Equity securities may include common stocks, warrants, preferred stocks, American depositary receipts (“ADRs”), real estate investment trusts (“REITs”), options and general or master limited partnerships (“MLPs”). Companies are considered to be U.S. based if they are organized under the laws of the United States, have a principal office in the United States, or have their principal securities market in the United States. This 80% policy is non-fundamental, and may be changed by the Fund’s Board of Trustees upon sixty days written notice to shareholders.

 



 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund invests in equity securities of companies of all capitalization ranges, including small-, medium- and large-capitalization companies. The Fund may also invest in privately placed and restricted securities.

 

The Fund may invest up to 20% of its assets in the securities of foreign issuers, including foreign issuers located in emerging markets.

 

The Fund may invest in fixed income securities and money market instruments. To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including stock options, index futures contracts and swaps, and forward currency contracts.  The Fund may also invest to a limited extent in equity-linked instruments (otherwise known as “participation certificates”).

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 



 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Illiquid/Restricted Securities Risk.  The Fund may invest in illiquid securities that it cannot sell within seven days at approximately current value. The Fund may also invest in restricted securities which are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market and therefore may be considered to be illiquid. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public and may be considered to be liquid securities. Securities that are not publicly traded may be more difficult to sell and their value may fluctuate more dramatically than other securities.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 



 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  IPO Risk.  The market value of shares of IPOs will fluctuate considerably or decline shortly after the IPO, due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer.

 

·                  Large Cap Stock Risk.  Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus solely on small- or medium-capitalization stocks.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Mid-Cap Stock Risk.  The stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 



 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                  Preferred Securities Risk. Preferred securities may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities, however, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred securities are generally payable at the discretion of the issuer’s board of directors and after the company makes required payments to holders of its bonds and other debt securities. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt securities to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities may be less liquid than common stocks.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Small Cap Stock Risk.  The stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group, and their securities may trade less frequently and in lower volume than the securities of larger companies, which could lead to higher transaction costs. Generally the smaller the company size, the greater the risk.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of  the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 



 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:                    ,                      , and                          are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager#4

 

 

 

 

 

Portfolio Manager#5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager#5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [            ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [             ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [    ] of this Prospectus for more information.

 



 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR INTERNATIONAL EQUITY FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks long-term capital appreciation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[             ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[             ]

 

Acquired Fund Fees and Expenses (2)

 

[             ]

 

Total Annual Fund Operating Expenses

 

[             ]

 

 


(1)         Other expenses are based on estimated amounts for the current fiscal year.

(2)         Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[    ]

 

$

[    ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking long-term capital appreciation, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. Equity securities may include common stocks, convertible securities, warrants, preferred stocks, depositary receipts (including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”)), real estate investment trusts (“REITs”) and options. The Fund invests principally in equity securities of issuers domiciled outside of the United States.  The Fund may invest in companies of any capitalization located in a number of countries throughout the world, including in emerging and frontier markets. This 80% policy is non-fundamental, and may be changed by the Fund’s Board of Trustees upon sixty days written notice to shareholders.

 



 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund may invest in fixed income securities and money market instruments. To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including stock options, index futures contracts and swaps, and forward currency contracts.  The Fund may also invest to a limited extent in equity-linked instruments (otherwise known as “participation certificates”).

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Convertible Securities Risk.  The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 



 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Equity-Linked Investment Risk. Equity-linked investments are subject to the same risks as direct investments in securities of the underlying investment. If the underlying investment decreases in value, the value of the equity-linked investment will decrease; however, the performance of such investments may not correlate exactly to the performance of the underlying investment that they seek to replicate. Equity-linked investments are also subject to counterparty risk, which is the risk that the issuer of such investment — which is different from the issuer of the underlying investment — may be unwilling or unable to fulfill its obligations. There is no guarantee that a liquid market will exist or that the counterparty or issuer of such investments will be willing to repurchase them when the Fund wishes to sell them.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Frontier Markets Risk.  Frontier market countries are countries that have smaller economies or less developed capital markets than traditional emerging markets.  Frontier countries tend to have relatively low gross national product per capita compared to the larger traditionally-recognized emerging markets. The frontier emerging market countries include the least developed countries even by emerging markets standards.  The risks of investments in frontier emerging market countries include all the risks described above for investment in foreign securities and emerging markets, although these risks are magnified in the case of frontier countries..

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 



 

·                  Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Large Cap Stock Risk.  Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus solely on small- or medium-capitalization stocks.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Mid-Cap Stock Risk.  The stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 



 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                  Preferred Securities Risk. Preferred securities may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities, however, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred securities are generally payable at the discretion of the issuer’s board of directors and after the company makes required payments to holders of its bonds and other debt securities. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt securities to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities may be less liquid than common stocks.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Small Cap Stock Risk.  The stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group, and their securities may trade less frequently and in lower volume than the securities of larger companies, which could lead to higher transaction costs. Generally the smaller the company size, the greater the risk.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 



 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:                       ,                          , and                          are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in

 



 

programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [           ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [              ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [     ] of this Prospectus for more information.

 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 


 


 

MORNINGSTAR GLOBAL INCOME FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks current income and long-term capital appreciation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[               ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[               ]

 

Acquired Fund Fees and Expenses (2)

 

[               ]

 

Total Annual Fund Operating Expenses

 

[               ]

 

 


(1)         Other expenses are based on estimated amounts for the current fiscal year.

(2)         Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[    ]

 

$

[    ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking current income and long-term capital appreciation, the Fund invests in both equity and debt securities of companies.  Under normal market conditions, the Fund invests primarily in equity securities and the balance of its portfolio in debt securities, cash and cash equivalents (including money market instruments).  The Fund invests in income-generating equity securities, which may include common stocks, convertible securities, warrants, preferred stocks, depositary receipts (including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”)), real estate investment trusts (“REITs”), master limited partnerships (“MLPs”) and options.  The Fund may invest in companies of any market capitalization. Although the Fund invests primarily in domestic stocks, it may also invest in stocks of foreign companies, including those in emerging markets.  The Fund may invest in fixed income securities including high yield fixed income securities that are rated below investment grade (commonly

 



 

known as “junk bonds”) or, if unrated, are determined by the portfolio managers to be of comparable quality.  The Fund may also invest in convertible bonds.

 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including stock options, index futures contracts and swaps, and forward currency contracts.

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics, borrower capital, collateral backing securities, conditions and covenants of underlying securities, borrower’s capacity to repay, underlying securities’ credit quality and the character of the issuer). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Credit Risk.  An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 

·                  Convertible Securities Risk.  The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment

 



 

value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

·                  High Yield Risk.  High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 



 

·                  Interest Rate Risk.  In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Large Cap Stock Risk.  Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus solely on small- or medium-capitalization stocks.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. As a result, during periods of unusually heavy redemptions, the Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation in a loan interest that is held by another party. When the Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Mid-Cap Stock Risk.  The stocks of mid-sized companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the

 



 

underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                  Preferred Securities Risk. Preferred securities may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities, however, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred securities are generally payable at the discretion of the issuer’s board of directors and after the company makes required payments to holders of its bonds and other debt securities. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt securities to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities may be less liquid than common stocks.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds

 



 

or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Small Cap Stock Risk.  The stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group, and their securities may trade less frequently and in lower volume than the securities of larger companies, which could lead to higher transaction costs. Generally the smaller the company size, the greater the risk.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:                          ,                         , and                            are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 



 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [       ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [        ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [  ] of this Prospectus for more information.

 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR TOTAL RETURN BOND FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks to maximize total return consistent with income generation and long-term capital preservation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[                ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[                ]

 

Acquired Fund Fees and Expenses (2)

 

[                ]

 

Total Annual Fund Operating Expenses

 

[                ]

 

 


(1)         Other expenses are based on estimated amounts for the current fiscal year.

(2)         Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[    ]

 

$

[    ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking to maximize total return consistent with income generation and long-term capital preservation, the Fund will invest, under normal circumstances, at least 80% of its net assets plus borrowings for investment purposes in fixed-income securities, which may include a diversified portfolio of fixed-income instruments of varying maturity and duration.  Fixed income securities may include U.S. and non-U.S. investment grade corporate debt securities, U.S. government debt securities including Treasury Inflation Protected Bond Securities and zero coupon securities, non-U.S. government debt securities (including emerging markets sovereign debt), emerging market debt securities, convertible securities, mortgage-backed and asset backed securities, as well as high yield fixed income securities that are rated below investment grade (commonly known as “junk bonds”) or, if unrated, are determined by the portfolio managers to be of comparable quality. The Fund may invest without limitations in securities denominated

 



 

in foreign currencies and in U.S. dollar-denominated securities of foreign issuers. This 80% policy is non-fundamental, and may be changed by the Fund’s Board of Trustees upon sixty days written notice to shareholders.

 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund may also invest in money market instruments.   To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including credit default swaps, stock options, index futures contracts and swaps, and forward currency contracts.

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including borrower capital, collateral backing securities, conditions and covenants of underlying securities, valuation metrics, sector exposures, borrower’s capacity to repay, underlying securities’ credit quality, and the character of the issuer). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Credit Risk.  An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 

·                  Convertible Securities Risk.  The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment

 



 

value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars.. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

·                  High Yield Risk.  High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 



 

·                  Inflation-Linked Debt Securities Risk. Inflation-linked debt securities are structured to provide protection against inflation. The value of the principal or the interest income paid on an inflation-linked debt security is adjusted to track changes in an official inflation measure. Repayment of the original principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed debt securities. For securities that do not provide a similar guarantee, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation-linked debt securities is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. In general, the price of an inflation-linked debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-linked debt securities will vary as the principal and/or interest is adjusted for inflation and can be unpredictable. In periods of deflation, the Fund may have no income at all from such investments. The principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-linked debt securities.

 

·                  Interest Rate Risk.  In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. As a result, during periods of unusually heavy redemptions, the Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation in a loan interest that is held by another party. When the Fund’s loan interest is a participation,

 



 

the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Mortgage-related and Other Asset-backed Securities Risk.  Mortgage-related and asset-backed securities are subject to extension risk and prepayment risk:

 

·                  Extension Risk — Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility.

 

·                 Prepayment Risk — When interest rates decline, the value of mortgage-related securities with prepayment features may not increase as much as other fixed-income securities because borrowers may pay off their mortgages sooner than expected. In addition, the potential impact of prepayment on the price of asset-backed and mortgage-backed securities may be difficult to predict and result in greater volatility.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such

 



 

capital gains.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Short Sales. Short sales involve selling a security the Fund does not own in anticipation that the security’s price will decline. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund.

 

·                  U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 



 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:                        ,                         , and                          are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [            ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [             ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [    ] of this Prospectus for more information.

 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR MUNICIPAL BOND FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks income exempt from federal income taxes consistent with the preservation of capital.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[                ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[                ]

 

Acquired Fund Fees and Expenses (2)

 

[                ]

 

Total Annual Fund Operating Expenses

 

[                ]

 

 


(1)  Other expenses are based on estimated amounts for the current fiscal year.

(2)  Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[      ]

 

$

[      ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking income exempt from federal income taxes consistent with the preservation of capital, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in securities of municipal issuers within the U.S. and its territories the income of which is exempt from U.S. taxation. The Fund’s dividends are generally exempt from federal income tax, although a portion thereof may be an item of tax preference for purposes of the federal alternative minimum tax (“Tax Preference Item”). A portion of the dividends you receive may also be exempt from state and local income taxes, depending on where you live. The 80% policy is a fundamental policy and may not be changed without shareholder approval.

 



 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund intends to primarily invest in investment grade securities, however, the Fund may invest up to 35% of its total assets in high yield fixed income securities that are rated below investment grade (commonly known as “junk bonds”) or, if unrated, are determined by the portfolio managers to be of comparable quality. The Fund may also invest in floating rate notes, pre-refunded bonds, commercial paper, variable rate demand notes and tender option bonds.

 

The Fund may also invest in money market instruments. To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including futures contracts, options on futures contracts, swap agreements, including interest rate swaps, options on swap agreements, and other synthetic instruments to provide economic exposure to the securities of debt issuers or for hedging purposes.

 

[The Fund is not an appropriate investment for tax-advantaged retirement accounts, such as 401(k) plan accounts or individual retirement accounts, and may not be beneficial for investors in low tax brackets.]

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including borrower capital, collateral backing securities, conditions and covenants of underlying securities, valuation metrics, sector exposures, borrower’s capacity to repay, underlying securities’ credit quality, and the character of the issuer). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                 Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                 Credit Risk. An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 

·                 Derivatives Risk. Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for

 



 

hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                 Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                 High Yield Risk. High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 

·                 Interest Rate Risk. In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

·                 Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                 Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                 Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                 Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                 Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                 Municipal Securities Risk. The municipal securities market could be significantly affected by adverse political and legislative changes, as well as uncertainties related to taxation or the rights of municipal security holders. Changes in the financial health of a municipality may make it difficult for it to pay interest and principal when due. In addition, changes in the financial condition of one or more individual municipal

 



 

issuers or insurers of municipal issuers can affect the overall municipal securities market. Changes in market conditions may directly impact the liquidity and valuation of municipal securities, which may, in turn, adversely affect the yield and value of the Fund’s municipal securities investments. Declines in real estate prices and general business activity may reduce the tax revenues of state and local governments. In recent periods an increasing number of municipal issuers have defaulted on obligations, been downgraded, or commenced insolvency proceedings. Financial difficulties of municipal issuers may continue or get worse. Because many municipal securities are issued to finance similar types of projects, especially those related to education, health care, housing, transportation, and utilities, conditions in those sectors can affect the overall municipal securities market. Municipal securities backed by current or anticipated revenues from a specific project or specific asset (so-called “private activity bonds”) may be adversely impacted by declines in revenue from the project or asset. Declines in general business activity could affect the economic viability of facilities that are the sole source of revenue to support private activity bonds. To the extent that the Fund invests in private activity bonds, a part of its dividends will be a Tax Preference Item.

 

·                 New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                 Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                 Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                 Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                 U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 



 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:            ,             , and              are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [       ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [        ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [  ] of this Prospectus for more information.

 



 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR DEFENSIVE BOND FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks capital preservation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[                ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[                ]

 

Acquired Fund Fees and Expenses (2)

 

[                ]

 

Total Annual Fund Operating Expenses

 

[                ]

 

 


(1)  Other expenses are based on estimated amounts for the current fiscal year.

(2)  Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[      ]

 

$

[      ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking capital preservation, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in fixed-income securities, which may include a diversified portfolio of fixed-income instruments of varying maturity and duration.  Fixed income securities may include U.S. and non-U.S. investment grade corporate debt securities, U.S. government debt securities including Treasury Inflation Protected Bond Securities and zero coupon securities, non-U.S. government debt securities (including emerging markets sovereign debt), emerging market debt securities, convertible securities, mortgage-backed and asset backed securities, as well as high yield fixed income securities that are rated below investment grade (commonly known as “junk bonds”) or, if unrated, are determined by the portfolio managers to be of comparable quality. The Fund may invest without limitations in securities denominated in foreign currencies and in U.S. dollar-denominated securities

 



 

of foreign issuers. This 80% policy is non-fundamental, and may be changed by the Fund’s Board of Trustees upon sixty days written notice to shareholders.

 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund may also invest in money market instruments. To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including credit default swaps, stock options, index futures contracts and swaps, and forward currency contracts.

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including borrower capital, collateral backing securities, conditions and covenants of underlying securities, valuation metrics, sector exposures, borrower’s capacity to repay, underlying securities’ credit quality, and the character of the issuer). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk. The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Credit Risk. An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 

·                  Convertible Securities Risk. The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment

 



 

value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 

·                  Derivatives Risk. Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk. Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Global Depositary Receipts Risk. GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars.. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

·                  High Yield Risk. High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 



 

·                  Inflation-Linked Debt Securities Risk. Inflation-linked debt securities are structured to provide protection against inflation. The value of the principal or the interest income paid on an inflation-linked debt security is adjusted to track changes in an official inflation measure. Repayment of the original principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed debt securities. For securities that do not provide a similar guarantee, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation-linked debt securities is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. In general, the price of an inflation-linked debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-linked debt securities will vary as the principal and/or interest is adjusted for inflation and can be unpredictable. In periods of deflation, the Fund may have no income at all from such investments. The principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-linked debt securities.

 

·                  Interest Rate Risk. In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. As a result, during periods of unusually heavy redemptions, the Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation in a loan interest that is held by another party. When the Fund’s loan interest is a participation,

 



 

the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Mortgage-related and Other Asset-backed Securities Risk.  Mortgage-related and asset-backed securities are subject to extension risk and prepayment risk:

 

·                 Extension Risk — Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility.

 

·                 Prepayment Risk — When interest rates decline, the value of mortgage-related securities with prepayment features may not increase as much as other fixed-income securities because borrowers may pay off their mortgages sooner than expected. In addition, the potential impact of prepayment on the price of asset-backed and mortgage-backed securities may be difficult to predict and result in greater volatility.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such

 



 

capital gains.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Short Sales. Short sales involve selling a security the Fund does not own in anticipation that the security’s price will decline. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund.

 

·                  U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 



 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:            ,             , and              are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [       ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [        ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [  ] of this Prospectus for more information.

 



 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR MULTI-SECTOR BOND FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks total return through a combination of current income and capital appreciation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[                ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[                ]

 

Acquired Fund Fees and Expenses (2)

 

[                ]

 

Total Annual Fund Operating Expenses

 

[                ]

 

 


(1)  Other expenses are based on estimated amounts for the current fiscal year.

(2)  Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[      ]

 

$

[      ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking total return through a combination of current income and capital appreciation, the Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in fixed-income securities, which may include a diversified portfolio of fixed-income instruments of varying maturity and duration.  Fixed income securities may include U.S. and non-U.S. investment grade corporate debt securities, U.S. government debt securities including Treasury Inflation Protected Bond Securities and zero coupon securities, non-U.S. government debt securities (including emerging markets sovereign debt), emerging market debt securities, convertible securities, mortgage-backed and asset backed securities, as well as high yield fixed income securities that are rated below investment grade (commonly known as “junk bonds”) or, if unrated, are determined by the portfolio managers to be of comparable quality. The Fund may invest without limitations in securities denominated

 



 

in foreign currencies and in U.S. dollar-denominated securities of foreign issuers. This 80% policy is non-fundamental, and may be changed by the Fud’s Board of Trustees upon sixty days written notice to shareholders.

 

Due to the opportunistic nature of its strategy, the Fund may also invest up to 20% of its assets in equity securities, which may include common stocks, convertible securities, warrants, preferred stocks, depositary receipts (including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”)), real estate investment trusts (“REITs”) and master limited partnerships (“MLPs”).

 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund may also invest in money market instruments. To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including credit default swaps, stock options, index futures contracts and swaps, and forward currency contracts.

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including borrower capital, collateral backing securities, conditions and covenants of underlying securities, valuation metrics, sector exposures, borrower’s capacity to repay, underlying securities’ credit quality, and the character of the issuer). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Credit Risk.  An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be

 



 

negatively affected.

 

·                  Convertible Securities Risk.  The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 



 

·                  High Yield Risk.  High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 

·                  Inflation-Linked Debt Securities Risk. Inflation-linked debt securities are structured to provide protection against inflation. The value of the principal or the interest income paid on an inflation-linked debt security is adjusted to track changes in an official inflation measure. Repayment of the original principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed debt securities. For securities that do not provide a similar guarantee, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation-linked debt securities is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. In general, the price of an inflation-linked debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-linked debt securities will vary as the principal and/or interest is adjusted for inflation and can be unpredictable. In periods of deflation, the Fund may have no income at all from such investments. The principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-linked debt securities.

 

·                  Interest Rate Risk.  In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. As a result, during periods of unusually heavy redemptions, the Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that

 



 

are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation in a loan interest that is held by another party. When the Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Mortgage-related and Other Asset-backed Securities Risk.  Mortgage-related and asset-backed securities are subject to extension risk and prepayment risk:

 

·                 Extension Risk — Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility.

 

·                 Prepayment Risk — When interest rates decline, the value of mortgage-related securities with prepayment features may not increase as much as other fixed-income securities because borrowers may pay off their mortgages sooner than expected. In addition, the potential impact of prepayment on the price of asset-backed and mortgage-backed securities may be difficult to predict and result in greater volatility.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict

 



 

pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Short Sales. Short sales involve selling a security the Fund does not own in anticipation that the security’s price will decline. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund.

 

·                  U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 



 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:            ,             , and              are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [       ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [        ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [  ] of this Prospectus for more information.

 



 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR UNCONSTRAINED ALLOCATION FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks long-term capital appreciation.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[          ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[          ]

 

Acquired Fund Fees and Expenses (2)

 

[          ]

 

Total Annual Fund Operating Expenses

 

[          ]

 

 


(1)

Other expenses are based on estimated amounts for the current fiscal year.

(2)

Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[    ]

 

$

[    ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking long-term capital appreciation, the Fund will invest, under normal circumstances, in equity securities of foreign and domestic issuers, as well as in fixed-income securities, which may include a diversified portfolio of fixed-income instruments of varying maturity and duration.  Fixed income securities may include U.S. and non-U.S. investment grade corporate debt securities, U.S. government debt securities including Treasury Inflation Protected Bond Securities and zero coupon securities, non-U.S. government debt securities (including emerging markets sovereign debt and quasi-sovereign debt), emerging market debt securities, convertible securities, mortgage-backed and asset backed securities, as well as high yield fixed income securities that are rated below investment grade (commonly known as “junk bonds”) or, if unrated, are determined by the portfolio managers to be of comparable

 



 

quality. The Fund may invest without limitations in securities denominated in foreign currencies and in U.S. dollar-denominated securities of foreign issuers.

 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

The Fund may invest in convertible securities, warrants, preferred stocks, depositary receipts (including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”)), real estate investment trusts (“REITs”) and master limited partnerships (“MLPs”).  The Fund may also invest in money market instruments. To facilitate the implementation of its investment strategy, the Fund may also use derivatives, including credit default swaps, stock options, index futures contracts and swaps, and forward currency contracts.

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Credit Risk.  An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 

·                  Convertible Securities Risk.  The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit

 



 

standing of the issuer and other factors also may have an effect on the convertible security’s investment value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars.. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

·                  High Yield Risk.  High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and

 



 

interest payments.

 

·                  Inflation-Linked Debt Securities Risk. Inflation-linked debt securities are structured to provide protection against inflation. The value of the principal or the interest income paid on an inflation-linked debt security is adjusted to track changes in an official inflation measure. Repayment of the original principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed debt securities. For securities that do not provide a similar guarantee, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation-linked debt securities is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. In general, the price of an inflation-linked debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-linked debt securities will vary as the principal and/or interest is adjusted for inflation and can be unpredictable. In periods of deflation, the Fund may have no income at all from such investments. The principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-linked debt securities.

 

·                  Interest Rate Risk.  In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. As a result, during periods of unusually heavy redemptions, the Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a

 



 

participation in a loan interest that is held by another party. When the Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

·                  Mortgage-related and Other Asset-backed Securities Risk.  Mortgage-related and asset-backed securities are subject to extension risk and prepayment risk:

 

·                  Extension Risk — Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility.

 

·                  Prepayment Risk — When interest rates decline, the value of mortgage-related securities with prepayment features may not increase as much as other fixed-income securities because borrowers may pay off their mortgages sooner than expected. In addition, the potential impact of prepayment on the price of asset-backed and mortgage-backed securities may be difficult to predict and result in greater volatility.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of

 



 

capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 

·                  Short Sales. Short sales involve selling a security the Fund does not own in anticipation that the security’s price will decline. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund.

 

·                  U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 



 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:            ,             , and              are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [       ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [        ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [  ] of this Prospectus for more information.

 



 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

MORNINGSTAR ALTERNATIVES FUND

SUMMARY INFORMATION

 

Investment Objective

 

The Fund seeks long-term capital appreciation while minimizing correlation to U.S. equities and U.S. interest rates.

 

Fees and Expenses of the Fund

 

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

 

Annual Fund Operating Expenses

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

 

Management Fees

 

[                ]

 

Distribution and Service (12b-1) Fees

 

None

 

Other Expenses(1)

 

[                ]

 

Acquired Fund Fees and Expenses (2)

 

[                ]

 

Total Annual Fund Operating Expenses

 

[                ]

 

 


(1)         Other expenses are based on estimated amounts for the current fiscal year.

(2)         Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current fiscal year.

 

Example

 

The Example below is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

$

[    ]

 

$

[    ]

 

 

Portfolio Turnover

 

The Fund will pay transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  As the Fund is new, it does not have any portfolio turnover as of the date of this Prospectus.

 

Principal Investment Strategies

 

In seeking long-term capital appreciation, the Fund, under normal circumstances, may engage in the following alternative strategies:

 

Long-Short Equity which combines long equity positions with short equity positions (borrowed securities). Since the strategy is both and short, total net exposure is typically lower than 100%.

 



 

Convertible Arbitrage which includes the purchase of convertible securities and the sale of the underlying common stock. These securities tend to be convertible bonds or convertible preferred stocks that may be converted into the stock of the same company.

 

Merger Arbitrage which seeks to profit from the successful completion of corporate organizations. The process commonly used to execute this approach involves purchasing shares of an announced acquisition target company at a discount to their expected value upon completion of the acquisition. Hedging strategies may be utilized to reduce market exposure and volatility.

 

Credit Arbitrage which seeks to exploit the mis-pricing of different classes of securities that are usually of the same company, and may include investments in investment grade and/or non-investment grade corporate debt (otherwise known as “junk bonds”), credit derivatives, loans, equities, structured products, credit index securities and private debt.

 

Global Macro which establishes long (number of contracts bought exceeds number sold) with a short (number of contracts sold exceeds number bought) exposures around the globe to take advantage of what the Adviser or a sub-adviser believes to be attractive opportunities. This strategy may include investments in fixed income and equity securities, a wide variety of derivative instruments, and commodities-related investments. Such investments will likely have significant exposure to foreign investments and may be concentrated in a geographic region or country.

 

Hedged Equity which seeks to limit investment loss by creating a trans-action that offsets an existing position in a contract that provides the right to buy or sell shares of a security at a specific price for a certain time. Specifically, such a strategy attempts to reduce systematic risk created by utilizing factors, such as exposures to sectors, market-cap ranges, investment styles, currencies, and/or countries. Such a strategy strives to achieve this by matching short positions within each area against long positions. This strategy may be managed as beta-neutral, dollar-neutral, or sector-neutral in order to achieve low beta exposures to certain market indexes.

 

Market Neutral which attempts to reduce systematic risk created by factors such as exposures to sectors, market-cap ranges, investment styles, currencies, and/or countries. This strategy seeks to achieve matching short positions within each area against long positions, and this strategy may be managed as beta-neutral, dollar-neutral, or sector-neutral. In attempting to reduce systematic risk, issue selection may be emphasized, with profits dependent on the ability to sell short and buy long the chosen securities.

 

Nontraditional Bond which pursues strategies divergent in one or more ways from conventional practice in the broader bond-fund universe. In pursuing this strategy, the Fund may seek to avoid losses and produce returns uncorrelated with the overall bond market and may employ a variety of methods to achieve those aims, including investing tactically across a wide swath of individual sectors, including high-yield and foreign debt.

 

Depending on market conditions, the Adviser may allocate a portion of the Fund’s assets among certain unaffiliated registered investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”). The Adviser monitors portfolio activity and reallocates assets among the underlying funds as necessary in an attempt to ensure the Fund’s portfolio, when viewed as a whole, is consistent with the Fund’s investment objective.

 

[The Fund utilizes a “multi-manager” approach whereby the Fund’s assets are allocated to one or more sub-advisers, in percentages determined at the discretion of the Fund’s investment adviser. Each sub-adviser acts independently from the others and utilizes its own distinct investment style in selecting securities. However, each sub-adviser must operate within the constraints of the Fund’s investment objective, strategies and restrictions.

 



 

The Adviser is responsible for selecting the investment strategies for the Fund and for determining the allocation to the sub-advisors. Sub-advisers may be changed, and portfolio securities may be sold, at any time. Each sub-adviser may manage its allocated portion of the Fund’s assets using its own security selection process, which may be qualitative or quantitative, and which may involve proprietary and external research.

 

When determining the allocations and reallocations to sub-advisers, the Fund’s investment adviser will consider a variety of factors, including but not limited to the sub-adviser’s investment approach, historical performance, and the characteristics of each sub-adviser’s allocated assets (including capitalization, growth and profitability measures, valuation metrics, economic sector exposures, and earnings and volatility statistics). The Fund’s investment adviser seeks, through its selection of sub-advisers and its allocation determinations, to maximize the Fund’s return within the context of what the adviser deems a prudent level of risk given the Fund’s investment strategy.]

 

Principal Risks

 

Since the Fund will hold securities with fluctuating market prices, the value of the Fund’s shares will vary as its portfolio securities increase or decrease in value.  Therefore, the value of your investment in the Fund could go down as well as up.  You may lose money by investing in the Fund.  The principal risks affecting the Fund that can cause a decline in value are:

 

·                  Active Management Risk.  The Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

·                  American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

·                  Credit Risk.  An issuer of a fixed-income security could be downgraded or default. If the Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 

·                  Convertible Securities Risk.  The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value.

 

·                  Currency Risk. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad.

 

·                  Derivatives Risk.  Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. In addition, derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 



 

·                  Emerging Markets Risk. Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 

·                  Foreign Securities Risk. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets.

 

·                  Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. The Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

·                  Futures and Forward Contracts Risk. Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

·                  Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars.. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

·                  High Yield Risk.  High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments.

 

·                  Inflation-Linked Debt Securities Risk. Inflation-linked debt securities are structured to provide protection against inflation. The value of the principal or the interest income paid on an inflation-linked debt security is adjusted to track changes in an official inflation measure. Repayment of the original principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed debt securities. For securities that do not provide a similar guarantee, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation-linked debt securities is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. In general, the price of an inflation-linked debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-linked debt securities will vary as the principal and/or interest is adjusted for inflation and can be unpredictable. In periods of deflation, the Fund may have no income at all from such investments. The principal value of an investment in the Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-linked debt securities.

 

·                  Interest Rate Risk.  In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 



 

·                  Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which the Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares.  The Fund must also pay its pro rata portion of an investment company’s fees and expenses.

 

·                  Investment Strategy Risk.  There is no assurance the Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of the Fund may decline, and the Fund may underperform other funds with similar objectives and strategies.

 

·                  Liquidity Risk.  Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent the Fund from selling securities or closing derivative positions at desirable times or prices.

 

·                  Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to the Fund. As a result, during periods of unusually heavy redemptions, the Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation in a loan interest that is held by another party. When the Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower.

 

·                  Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments.

 

·                  Master Limited Partnership Risk. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies. Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in the Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 



 

·                  Mortgage-related and Other Asset-backed Securities Risk.  Mortgage-related and asset-backed securities are subject to extension risk and prepayment risk:

 

·                 Extension Risk — Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility.

 

·                 Prepayment Risk — When interest rates decline, the value of mortgage-related securities with prepayment features may not increase as much as other fixed-income securities because borrowers may pay off their mortgages sooner than expected. In addition, the potential impact of prepayment on the price of asset-backed and mortgage-backed securities may be difficult to predict and result in greater volatility.

 

·                  Multi-Manager and Multi-Style Management Risk.  To a significant extent, the Fund’s performance will depend of the success of the Adviser’s methodology in allocating the Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of the Fund’s assets are managed by different Sub-Advisers using different styles, the Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Fund using a single investment management style.

 

·                  New Fund Risk.  The Fund is new and has no operating history, and there can be no assurance that the Fund will grow to or maintain an economically viable size.

 

·                  Options Risk. The Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. The Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

·                  Portfolio Turnover Risk. The Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund.  Shareholders may pay tax on such capital gains.

 

·                  Redemption Risk.  The Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.

 

·                  REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities.

 



 

·                  Short Sales. Short sales involve selling a security the Fund does not own in anticipation that the security’s price will decline. To complete the transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by the Fund.

 

·                  U.S. Government Securities Risk. Although the Fund may hold securities that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices of the securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury.

 

·                  Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. The Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 

Performance

 

Because the Fund has not yet commenced operations as of the date of this Prospectus, it does not have a full calendar year of performance to compare against a broad measure of market performance.  Accordingly, performance information is not provided at this time.  Performance information will be available after the Fund has been in operation for one calendar year.  At that time, the performance information will provide some indication of the risks of investing in the Fund by comparing it against a broad measure of market performance.

 

Fund Management

 

Morningstar Investment Management LLC is the investment adviser for the Fund.

 

Sub-Advisers and Portfolio Managers

 

The Adviser currently intends to allocate Fund assets for each investment strategy to the following Sub-Advisers, which allocations may be adjusted at any time:            ,             , and              are the Sub-Advisers to the Fund.

 

[Sub-Adviser #1]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #1]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 



 

[Sub-Adviser #2]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #2]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Manager(s)

 

Position with [Sub-Adviser #3]

 

Length of Service to
the Fund

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

Purchase and Sale of Fund Shares

 

Fund shares are currently available exclusively to investors participating in Morningstar Managed Portfolios, an investment advisory program sponsored by Morningstar Investment Management LLC (“Morningstar”) and also in programs sponsored by Morningstar’s clients that license the use of our portfolios.  Therefore, Fund shares are only available for purchase through [       ], in the discretion of the Morningstar portfolio management team.  There are no initial or subsequent minimum purchase amounts for the Fund.  Orders to sell or “redeem” shares must be placed directly with [        ] and may trigger a purchase or sale of the Fund’s underlying investments. Fund shares are not available for purchase or sale by retail investors.  Funds may be purchased or redeemed on any day the New York Stock Exchange (“NYSE”) is open.

 

See the Purchase and Sale of Fund Shares section on page [  ] of this Prospectus for more information.

 

Tax Information

 

The Fund intends to make distributions that will be taxed as ordinary income or capital gains.  Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 



 

ADDITIONAL INFORMATION ABOUT THE FUNDS’ OBJECTIVES, STRATEGIES, AND RISKS

 

Information on Objectives and Strategies

 

Each Fund’s investment objective may be changed by the Board of Trustees (the “Board”) without shareholder vote. In addition, the 80% investment policy of each Fund with such a policy (except that of the Morningstar Municipal Bond Fund) constitutes a non-fundamental policy. The Board may change such non-fundamental policies at any time without shareholder approval upon 60 days’ written notice to shareholders.  The 80% investment policy of the Morningstar Municipal Bond Fund is fundamental and may not be changed without shareholder approval.

 

Information on Risks

 

This section provides additional information about a Fund’s principal investment risks described in its Fund Summary section. The following risks are described in alphabetical order and not in order of importance or potential exposure.

 

The principal risks of investing in a Fund that may adversely affect the Fund’s net asset value (“NAV”) or total return have previously been summarized in the “Summary Section.”  These risks are discussed in more detail below.

 

Active Management Risk.  Each Fund is actively managed with discretion and may underperform market indices or other mutual funds with similar investment objectives.

 

American Depositary Receipts Risk.  The stocks of most foreign companies that trade in the U.S. markets are traded as American Depositary Receipts (“ADRs”). U.S. depositary banks issue these stocks. Each ADR represents one or more shares of foreign stock or a fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the ADRs to foreign company shares. Therefore while purchasing a security on a U.S. exchange, the risks inherently associated with foreign investing still apply to ADRs.

 

Convertible Securities Risk.  In general, a convertible security is subject to the risks of stocks, and its price may be as volatile as that of the underlying stock, when the underlying stock’s price is high relative to the conversion price and a convertible security is subject to the risks of debt securities, and is particularly sensitive to changes in interest rates, when the underlying stock’s price is low relative to the conversion price.

 

The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value.

 

Many convertible securities have credit ratings that are below investment grade and are subject to the same risks as an investment in lower-rated debt securities. The credit rating of a company’s convertible securities is generally lower than that of its non-convertible debt securities. Convertible securities are normally considered “junior” securities—that is, the company usually must pay interest on its non-convertible debt securities before it can make payments on its convertible securities. If the issuer stops paying interest or principal, convertible securities may become worthless and the Fund could lose its entire investment. To the extent the Fund invests in convertible securities issued by small- or mid-cap companies, it will be subject to the risks of investing in such companies. The securities of small- and mid-cap companies may fluctuate more widely in price than the market as a whole. There may also be less trading in small- or mid-cap securities, which means that buy and sell transactions in those securities could have a larger impact on a security’s price than is the case with large-cap securities.

 

Convertible securities generally have less potential for gain or loss than common stocks.

 

Credit Risk.  Credit risk is the risk that an issuer may fail or become less able to make payments when due. An issuer of a fixed-income security could be downgraded or default. If a Fund holds securities that have been downgraded, or that default on payment, the Fund’s performance could be negatively affected.

 



 

Currency Risk. Each Fund may invest in securities denominated in foreign currencies. Changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency exchange rates can be affected unpredictably by intervention, or failure to intervene, by U.S. or foreign governments or central banks or by currency controls or political developments in the U.S. or abroad. Although a Fund may attempt to hedge currency risk, the hedging instruments may not perform as expected and could produce losses. Suitable hedging instruments may not be available for all foreign currencies. A Fund is not required to hedge currency risk and may elect not to hedge currency risk even if suitable instruments are available.

 

Derivatives Risk.  Each Fund may invest in derivatives which involves risks that are different from, and in some respects greater than, risks associated with more traditional investments, such as stock and bonds. Derivatives are instruments, such as futures and forward foreign currency contracts, whose value is derived from that of other assets, rates or indices. Certain derivative instruments may be highly complex and highly volatile leading them to perform in unexpected ways. Derivatives may also create leverage which magnifies the impact of a decline or gain in the reference instrument underlying the derivative. The use of leverage by a Fund may cause the Fund to lose more than the amount it invests. Some derivatives may be thinly traded, which may make it difficult for a Fund to close its position in or sell the derivative at a particular time or at an anticipated price.

 

Many derivatives are traded on margin. Regulatory requirements and/or contractual undertakings may require a Fund to segregate cash or other liquid assets to be used for margin payments. Derivatives that have margin requirements involve the risk that if a Fund has insufficient cash or eligible margin securities to meet daily variation margin requirements, it may have to sell securities from its portfolio at a time when it may be disadvantageous to do so. A Fund may remain obligated to meet margin requirements until it is able to close its position. The need to provide margin or collateral and/or segregate assets could limit a Fund’s ability to pursue other opportunities as they arise.

 

The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments.

 

Derivative instruments are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more than the principal amount invested.

 

Ongoing changes to regulation of the derivatives markets and potential changes in the regulation of funds using derivative instruments could limit the Fund’s ability to pursue its investment strategies. The extent and impact of the regulation are not yet fully known and may not be for some time. New regulation of derivatives may make them more costly, may limit their availability, or may otherwise adversely affect their value or performance. In addition to other changes, these rules provide for central clearing of derivatives that in the past were traded exclusively over the counter (“OTC”) and may increase costs and margin requirements, but are expected to reduce certain counterparty risks.

 

Emerging Markets Risk. Each fund may invest in emerging market countries. The securities markets of emerging market countries may be less liquid, subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries.

 

Emerging market countries may have relatively unstable governments and economies based on only a few industries, which may cause greater instability. The value of emerging market securities will likely be particularly sensitive to changes in the economies of such countries. These countries are also more likely to experience higher levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets.

 



 

Unanticipated political or social developments may result in sudden and significant investment losses. Investing in emerging market countries involves greater risk of loss due to expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital.

 

Settlement and clearance procedures in emerging countries are frequently less developed and reliable than those in the United States and may involve a Fund’s delivery of securities before receipt of payment for their sale. Settlement, clearance or registration problems may make it more difficult for a Fund to value its portfolio securities and could cause the Fund to miss attractive investment opportunities, to have a portion of its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities the Fund has delivered or the Fund’s inability to complete its contractual obligations because of theft or other reasons.

 

Rising interest rates, combined with widening credit spreads, could negatively impact the value of emerging market debt and increase funding costs for foreign issuers. In such a scenario, foreign issuers might not be able to service their debt obligations, the market for emerging market debt could suffer from reduced liquidity, and any investing Fund could lose money.

 

Equity-Linked Investment Risk. Equity-linked investments are subject to the same risks as direct investments in securities of the underlying investment. If the underlying investment decreases in value, the value of the equity-linked investment will decrease; however, the performance of such investments may not correlate exactly to the performance of the underlying investment that they seek to replicate. Equity-linked investments are also subject to counterparty risk, which is the risk that the issuer of such investment — which is different from the issuer of the underlying investment — may be unwilling or unable to fulfill its obligations. There is no guarantee that a liquid market will exist or that the counterparty or issuer of such investments will be willing to repurchase them when a Fund wishes to sell them.

 

Foreign Securities Risk. A Fund may invest in foreign securities. Risks associated with investing in foreign securities include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of a security, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in U.S. markets. Shareholder rights under the laws of some foreign countries may not be as favorable as U.S. laws. Thus, a shareholder may have more difficulty in asserting its rights or enforcing a judgment against a foreign company than a shareholder of a comparable U.S. company.

 

Frontier Markets Risk.  Frontier market countries are countries that have smaller economies or less developed capital markets than traditional emerging markets.  Frontier countries tend to have relatively low gross national product per capita compared to the larger traditionally-recognized emerging markets. The frontier emerging market countries include the least developed countries even by emerging markets standards.  The risks of investments in frontier emerging market countries include all the risks described above for investment in foreign securities and emerging markets, although these risks are magnified in the case of frontier countries.

 

Forward Foreign Currency Contract Risk.  Forward foreign currency contracts are contractual agreements to purchase or sell a specified currency at a specified future date (or within a specified time period) at a price set at the time of the contract. A Fund may not fully benefit from, or may lose money on, forward foreign currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings.

 

A Fund’s ability to use forward foreign currency transactions successfully depends on a number of factors, including the forward foreign currency transactions being available at attractive prices, the availability of liquid markets and the ability of the portfolio managers to accurately predict the direction of changes in currency exchange rates. Currency exchange rates may be volatile and may be affected by, among other factors, the general economics of a country, the actions of U.S. and foreign governments or central banks, the imposition of currency controls and speculation. Currency transactions are also subject to the risk that the other party in the transaction will default its contractual obligation, which would deprive a Fund of unrealized profits or force a Fund to cover its commitments for purchase or sale of a currency, if any, at the current market price. If a Fund enters into a forward foreign currency contract, its custodian will segregate liquid assets of the Fund having a value equal to the Fund’s

 



 

commitment under such forward contract from day to day, except to the extent that the Fund’s forward contract obligation is covered by liquid portfolio securities denominated in, or whose value is tied to, the currency underlying the forward contract.

 

Futures and Forward Contracts Risk. Investments in futures contracts, forward contracts and options on futures contracts may increase volatility and be subject to additional market, active management, interest, currency, and counterparty risk. A fund may be subject to additional risks, such as liquidity risk, if the contract cannot be closed when desired.

 

Futures contracts provide for the future sale by one party and purchase by another of a specific asset at a specific time and price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. Futures and forward contracts are subject to counter-party risk, meaning that the party who issues the derivatives may experience a significant credit event and may be unwilling or unable to make timely settlement payments or otherwise honor its obligations.

 

Global Depositary Receipts Risk.  GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars. Each GDR represents one or more shares of foreign stock or a fraction of a share. The price of a GDR corresponds to the price of the foreign stock in its home market, adjusted to the ratio of the GDRs to foreign company shares. Therefore the risks inherently associated with foreign investing still apply to GDRs.

 

High Yield Risk.  High yield securities are considered primarily speculative with respect to the issuer’s continuing ability to make principal and interest payments. High yield securities and unrated securities of similar credit quality (commonly known as “junk bonds”) are subject to greater levels of credit and liquidity risks. Changes in general economic conditions, changes in the financial condition of the issuer, and changes in interest rates may adversely impact the value of high yield securities.

 

High yield securities are less liquid than investment grade securities and may be difficult to price or sell, particularly in times of negative sentiment toward high yield securities. Issuers of high yield securities may have a larger amount of outstanding debt relative to their assets than issuers of investment grade securities have. Periods of economic downturn or rising interest rates may cause the issuers of high yield securities to experience financial distress, which could adversely impact their ability to make timely payments of principal and interest and could increase the possibility of default. The market value and liquidity of high yield securities may be impacted negatively by adverse publicity and investor perceptions, whether or not based on fundamental analysis, especially in a market characterized by low trade volume.

 

Inflation-Linked Debt Securities Risk. Inflation-linked debt securities are structured to provide protection against inflation. The value of the principal or the interest income paid on an inflation-linked debt security is adjusted to track changes in an official inflation measure.

 

Repayment of the original principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed debt securities. For securities that do not provide a similar guarantee, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation-linked debt securities is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. In general, the price of an inflation-linked debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-linked debt securities will vary as the principal and/or interest is adjusted for inflation and can be unpredictable. In periods of deflation, the Fund may have no income at all from such investments.

 

Any increase in the principal value of an inflation-linked debt security is taxable in the year the increase occurs, even though the security’s holders do not receive cash representing the increase until the security matures.

 

The principal value of an investment in a Fund is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-linked debt securities.

 



 

Interest Rate Risk.  In general, the value of investments with interest rate risk, such as income-oriented equity securities that pay dividends, will move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline.

 

Investment Company and ETF Risk.  An investment company, including open- and closed-end mutual funds and ETFs, in which a Fund invests may not achieve its investment objective or execute its investment strategies effectively, or a large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the investment company’s shares. The performance of an investment company or ETF that is actively managed will depend on its adviser’s ability to select profitable investments. An investment company of ETF that is passively managed may not accurately track its underlying index or the index may perform poorly. Additionally, a passively managed investment company or ETF may not be permitted to take defensive positions during periods of market decline or sell poorly performing securities. A Fund must also pay its pro rata portion of an investment company’s fees and expenses. Market movements or economic factors may constrain the liquidity of an investment company’s portfolio and compromise its ability to meet redemption requests. This could cause the value of a Fund’s investment in another investment company to decline.

 

Shares of ETFs trade on exchanges such as the New York Stock Exchange and may be bought and sold at market value. ETF shares may be thinly traded, making it difficult for a Fund to sell shares at a particular time or an anticipated price. ETF shares may also trade at a premium or discount to the net asset value of the ETF. At times, this premium or discount may be significant.

 

Investment Strategy Risk.  There is no assurance each Fund’s investment objective will be achieved.  Investment decisions may not produce the expected results.  The value of a Fund may decline, and a Fund may underperform other funds with similar objectives and strategies.

 

IPO Risk.  Each Fund may invest in the initial public offering (“IPO”) of an issuer’s securities. The market value of IPO shares may fluctuate considerably or decline shortly after the IPO, due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. There may be no established market for shares offered in an IPO and the shares may be thinly traded.  The price movements of shares shortly after their IPO may be volatile and unpredictable and may subject a Fund to significant risk of loss.

 

Large Cap Stock Risk.  Large-capitalization stocks as a group could fall out of favor with the market, causing the Fund to underperform investments that focus solely on small- or medium-capitalization stocks. Large cap companies may trail the returns of the overall stock market. Historically, large cap stocks tend to go through cycles of doing better — or worse — than the stock market in general and these periods may last as long as several years.

 

Liquidity Risk.  Liquidity risk exists when particular investments are difficult to purchase or sell. Low trading volume, a lack of a market maker, or contractual or legal restrictions may limit or prevent a Fund from selling securities or closing derivative positions at desirable times or prices. Low levels of liquidity in particular investments may force a Fund to sell a security at a price that is lower than the Fund anticipated and may cause the Fund to lose money.

 

Loan Interests Risk.  Loan interests generally are subject to restrictions on transfer, and the Fund may be unable to sell its loan interests at a time when it may otherwise be desirable to do so or may be able to sell them promptly only at prices that are less than what the Fund regards as their fair market value. Accordingly, loan interests may at times be illiquid. Loan interests may be difficult to value and may have extended settlement periods (the settlement cycle for many bank loans exceeds 7 days). Extended settlement periods may result in cash not being immediately available to a Fund. As a result, during periods of unusually heavy redemptions, a Fund may have to sell other investments or borrow money to meet its obligations. Interests in loans made to finance highly leveraged companies or to finance corporate acquisitions or other transactions may be especially vulnerable to adverse changes in economic or market conditions.

 

Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of

 



 

the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which a Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, a Fund’s access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second or lower lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower’s obligations to the senior secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which a Fund has an interest. In addition, if a secured loan is foreclosed, a Fund may bear the costs and liabilities associated with owning and disposing of the collateral. A Fund would bear the risk that the collateral may be illiquid or decline in value while the Fund is holding it.

 

A Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, a Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, a Fund may acquire a participation in a loan interest that is held by another party. When a Fund’s loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and the Fund normally would not have any direct rights against the borrower. As a participant, a Fund also would be subject to the risk that the party selling the participation interest would not remit the Fund’s pro rata share of loan payments to the Fund. It may be difficult for the Fund to obtain an accurate picture of a lending bank’s financial condition.

 

Loan interests may not be considered “securities,” and purchasers, such as the Fund, therefore may not have the benefit of the anti-fraud protections of the federal securities laws.

 

Market Risk.  The overall market may perform poorly or the returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of investments. Turbulence or uncertainty in the financial markets may negatively affect issuers, which could have a negative effect on a Fund. The overall stock market may also be adversely affected by policy changes by the U.S. Government, Federal Reserve, or other government actors. A Fund’s NAV may decline over short periods due to short-term market movements and over longer periods during extended market downturns.

 

Mid-Cap Stock Risk.  The stocks of mid-sized companies may be subject to more abrupt or erratic market

movements than stocks of larger, more established companies. Mid-sized companies may have limited product lines or financial resources, and may be dependent upon a particular niche of the market. There may be less information available regarding mid cap companies.

 

Master Limited Partnership Risk. Investments in securities issued by MLPs involve risks that differ from traditional investments in common stock. Holders of MLP units generally have more limited control rights and limited rights to vote on matters affecting the MLP than holders of a corporation’s common stock. MLPs are controlled by a general partner which may have conflicts of interest and limited fiduciary duties to the MLP.

 

MLPs are subject to various federal, state and local environmental laws and health and safety laws as well as laws and regulations specific to their particular activities. These laws and regulations address: health and safety standards for the operation of facilities, transportation systems and the handling of materials; air and water pollution requirements and standards; solid waste disposal requirements; land reclamation requirements; and requirements relating to the handling and disposition of hazardous materials. MLPs are subject to the costs of compliance with such laws applicable to them, and changes in such laws and regulations may adversely affect their results of operations.

 

Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger

 



 

or more broadly based companies.

 

Distributions from an MLP may consist in part of a return of the amount originally invested, which would not be taxable to the extent the distributions do not exceed the investor’s adjusted basis in its MLP interest. These reductions in a Fund’s adjusted tax basis in the MLP securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities.

 

Mortgage-related and Other Asset-backed Securities Risk.  Mortgage-related and asset-backed securities are subject to extension risk and prepayment risk:

 

·                 Extension Risk — Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-related securities, it may exhibit additional volatility.

 

·                 Prepayment Risk — When interest rates decline, the value of mortgage-related securities with prepayment features may not increase as much as other fixed-income securities because borrowers may pay off their mortgages sooner than expected. In addition, the potential impact of prepayment on the price of asset-backed and mortgage-backed securities may be difficult to predict and result in greater volatility.

 

Multi-Manager and Multi-Style Management Risk.  To a significant extent, each Fund’s performance will depend of the success of the Adviser’s methodology in allocating a Fund’s assets to Sub-Advisers and its selection and oversight of the Sub-Advisers and on a Sub-Adviser’s skill in executing the relevant strategy and selecting investments for the Fund.  Because portions of each Fund’s assets are managed by different Sub-Advisers using different styles, a Fund could experience overlapping securities transactions.  Certain Sub-Advisers may be purchasing securities at the same time other Sub-Advisers may be selling those same securities, which may lead to higher transaction expenses compared to the Funds using a single investment management style.

 

Municipal Securities Risk. The municipal securities market could be significantly affected by adverse political and legislative changes, as well as uncertainties related to taxation or the rights of municipal security holders. Changes in the financial health of a municipality may make it difficult for it to pay interest and principal when due. In addition, changes in the financial condition of one or more individual municipal issuers or insurers of municipal issuers can affect the overall municipal securities market. Changes in market conditions may directly impact the liquidity and valuation of municipal securities, which may, in turn, adversely affect the yield and value of the Fund’s municipal securities investments. Declines in real estate prices and general business activity may reduce the tax revenues of state and local governments.

 

In the case of insured municipal securities, insurance supports the commitment that interest payments on a municipal security will be made on time and the principal will be repaid when the security matures. Insurance does not, however, protect a Fund or its shareholders against losses caused by declines in a municipal security’s market value. The Portfolio Managers generally look to the credit quality of the issuer of a municipal security to determine whether the security meets a Fund’s quality restrictions, even if the security is covered by insurance. However, a downgrade in the claims-paying ability of an insurer of a municipal security could have an adverse effect on the market value of the security.

 

In recent periods an increasing number of municipal issuers have defaulted on obligations, been downgraded, or commenced insolvency proceedings. Financial difficulties of municipal issuers may continue or get worse. Because many municipal securities are issued to finance similar types of projects, especially those related to education, health care, housing, transportation, and utilities, conditions in those sectors can affect the overall municipal securities market. Municipal securities backed by current or anticipated revenues from a specific project or specific asset (so-called “private activity bonds”) may be adversely impacted by declines in revenue from the project or asset. Declines in general business activity could affect the economic viability of facilities that are the sole source of revenue to support private activity bonds. To the extent that a Fund invests in private activity bonds, a part of its dividends will be a Tax Preference Item.

 

Generally, a Fund purchases municipal securities the interest on which, in the opinion of counsel to the issuer, is

 



 

exempt from federal income tax. There is no guarantee that such an opinion will be correct, and there is no assurance that the Internal Revenue Service will agree with such an opinion. Municipal securities generally must meet certain regulatory and statutory requirements to distribute interest that is exempt from federal income tax. If any municipal security held by the Fund fails to meet such requirements, the interest received by the Fund from such security and distributed to shareholders would be taxable.

 

New Fund Risk.  Each Fund is new and has no operating history, and there can be no assurance that a Fund will grow to or maintain an economically viable size.

 

Options Risk. The use of options involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. If the Portfolio Managers apply a strategy at an inappropriate time or judge market conditions or trends incorrectly, the use of options may lower a Fund’s return. There can be no guarantee that the use of options will increase a Fund’s return or income. In addition, there may be an imperfect correlation between the movement in prices of options and the securities underlying them and there may at times not be a liquid secondary market for various options. Government legislation or regulation could affect the use of derivatives and could limit a Fund’s ability to pursue its investment strategies.

 

When a Fund writes a covered call option, it assumes the risk that it will have to sell the underlying security at an exercise price that may be lower than the market price of the security, and it gives up the opportunity to profit from a price increase in the underlying security above the exercise price. If a call option that a Fund has written is exercised, the Fund will experience a gain or loss from the sale of the underlying security. If a call option that a Fund has written expires unexercised, the Fund will experience a gain in the amount of the premium it received; however, that gain may be offset by a decline in the market value of the underlying security during the option period.

 

When a Fund writes a put option, it assumes the risk that it will have to purchase the underlying security at an exercise price that may be higher than the market price of the security. If the market price of the underlying security declines, a Fund would expect to suffer a loss. However, the premium a Fund received for writing the put should offset a portion of the decline.

 

Each Fund’s ability to close out its position as a purchaser or seller of an over-the-counter or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. There are significant differences between the securities and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. A Fund’s ability to utilize options successfully will depend on the ability of the Fund’s investment adviser to predict pertinent market movements, which cannot be assured.

 

Portfolio Turnover Risk. Each Fund may buy and sell investments frequently. Such a strategy often involves higher transaction costs, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by a Fund.  Shareholders may pay tax on such capital gains. Higher transaction costs may also impair the performance of a fund.

 

Preferred Securities Risk. Preferred securities may pay fixed or adjustable rates of return. Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities, however, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred securities are generally payable at the discretion of the issuer’s board of directors and after the company makes required payments to holders of its bonds and other debt securities. For this reason, the value of preferred securities will usually react more strongly than bonds and other debt securities to actual or perceived changes in the company’s financial condition or prospects. Preferred securities of smaller companies may be more vulnerable to adverse developments than preferred securities of larger companies. Preferred securities may be less liquid than common stocks. Preferred securities may include provisions that permit the issuer, at its discretion, to defer or omit distributions for a stated period without any adverse consequences to the issuer. Preferred shareholders may have certain rights if distributions are not paid but generally have no legal recourse against the issuer and may suffer a loss of value if distributions are not paid. Generally, preferred shareholders have no voting rights with respect to the issuer unless distributions to preferred shareholders have not been paid for a stated period, at which time the preferred shareholders may elect a number of directors to the issuer’s board. Generally, once all the distributions have been

 



 

paid to preferred shareholders, the preferred shareholders no longer have voting rights.

 

Redemption Risk.  A Fund may experience losses when selling securities to meet redemption requests.  This risk is greater for larger redemption requests or redemption requests during adverse market conditions.  Redemption risk may be magnified if a Fund is forced to sell illiquid securities in order to meet redemption requests. Heavy redemptions may impair the Fund’s performance.

 

REITs and Other Real Estate Companies Risk. REIT and other real estate company securities are subject to, among other risks: declines in property values; defaults by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of the real estate market; fluctuations in rental income; changes in interest rates; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; or casualty or condemnation losses. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of net income and gains under the Internal Revenue Code of 1986, as amended, or to maintain their exemption from registration under the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. During periods of high interest rates, REITs and other real estate companies may lose appeal for investors who may be able to obtain higher yields from other income-producing investments. High interest rates may also mean that financing for property purchases and improvements is more costly and difficult to obtain.

 

Most equity REITs receive a flow of income from property rentals, which, after covering their expenses, they pay to their shareholders in the form of dividends. Equity REITs may be affected by changes in the value of the underlying property they own, while mortgage REITs may be affected by the quality of any credit they extend.

 

REIT and other real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities. Some of the REIT securities in which a Fund invests may be preferred stock, which receives preference in the payment of dividends.

 

Short Sales Risk. Short sales involve selling a security a Fund does not own in anticipation that the security’s price will decline. To complete the transaction, a Fund must borrow the security to make delivery to the buyer. A Fund is then obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be higher or lower than the price at which the security was sold by a Fund. Short sales are highly speculative and may subject a Fund to, at least theoretically, unlimited risk due to the fact that the value of the security underlying the short sale may appreciate indefinitely.

 

Because a Fund may invest the proceeds of a short sale, another effect of short selling on the Fund is similar to the effect of leverage, in that it amplifies changes in the Fund’s net asset value since it increases the exposure of the Fund to the market and may increase losses and the volatility of returns.

 

A Fund may not always be able to close out a short position at a favorable time or price. A lender may request that borrowed securities be returned to it on short notice, and a Fund may have to buy the borrowed securities at an unfavorable price, which will potentially reduce or eliminate any gain or cause a loss to the Fund.

 

When a Fund is selling a security short, it must maintain a segregated account of cash or high-grade securities equal to the margin requirement. As a result, a Fund may maintain high levels of cash or other liquid assets (such as U.S. Treasury bills, money market accounts, repurchase agreements, certificates of deposit, high quality commercial paper and long equity positions) or may utilize borrowings or the collateral obtained from securities lending for this cash. The need to maintain cash or other liquid assets in segregated accounts could limit a Fund’s ability to pursue other opportunities as they arise.

 

Small Cap Stock Risk.  The stocks of smaller companies may be subject to more abrupt or erratic market movements than stocks of larger, more established companies. Small companies may have limited product lines or financial resources, or may be dependent upon a small or inexperienced management group, and their securities may trade less frequently and in lower volume than the securities of larger companies, which could lead to higher transaction costs. The stocks of small cap companies may fall out of favor with investors leading to a decline in

 



 

small cap stock prices. Generally the smaller the company size, the greater the risk.

 

Warrants and Rights Risk. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of investments. In addition, the value of a warrant or right does not necessarily change with the value of the underlying securities. A Fund could lose the value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrant’s or right’s expiration date. The market for warrants and rights may be very limited and there may at times not be a liquid secondary market for warrants and rights.

 



 

PORTFOLIO HOLDINGS INFORMATION

 

A complete description of the Funds’ policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information (“SAI”) and on the Fund’s website at www.             .com.

 

MANAGEMENT OF THE FUNDS

 

Investment Adviser

 

Morningstar Investment Management LLC, 22 W Washington Street, Chicago, IL 60602 (“Morningstar” or the “Adviser”), serves as investment adviser to the Funds under an investment advisory agreement (the “Advisory Agreement”) with Morningstar Funds Trust (the “Trust”), on behalf of each Fund.  Morningstar is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) and was formed on September 20, 1999 in Delaware.  As the Adviser, Morningstar has overall supervisory responsibility for the general management and investment of each Fund’s securities portfolio, and subject to review and approval by the Board, sets each Fund’s overall investment strategies.  The Adviser is also responsible for the oversight and evaluation of each Fund’s Sub-Advisers.  Under the Advisory Agreement, the Adviser is entitled to receive a [             ] management fee calculated [daily] and payable [monthly] equal to     % of a Fund’s average daily net assets.

 

A discussion regarding the Board’s considerations in connection with the approval of each Fund’s Advisory Agreement will be available in each Fund’s first annual or semi-annual report to shareholders after commencement of operations, which is currently anticipated to be for the period ending         .

 

FUND

 

MANAGEMENT FEE

 

Morningstar U.S. Equity Fund

 

[     ]

%

Morningstar International Equity Fund

 

[     ]

%

Morningstar Global Income Fund

 

[     ]

%

Morningstar Total Return Bond Fund

 

[     ]

%

Morningstar Municipal Bond Fund

 

[     ]

%

Morningstar Defensive Bond Fund

 

[     ]

%

Morningstar Multi-Sector Bond Fund

 

[     ]

%

Morningstar Unconstrained Allocation Fund

 

[     ]

%

Morningstar Alternatives Fund

 

[     ]

%

 

Fund Expenses

 

In addition to the advisory fees discussed above, each Fund incurs other expenses such as custodian, transfer agency, interest, acquired fund fees and expenses and other customary Fund expenses.  (Acquired fund fees and expenses are indirect fees that each Fund incurs from investing in the shares of other investment companies.)

 

Sub-Adviser Evaluation

 

The Adviser is responsible for hiring, terminating and replacing Sub-Advisers, subject to Board approval.  Before hiring a Sub-Adviser, the Adviser performs due diligence on the Sub-Adviser, including (but not limited to), quantitative and qualitative analysis of the Sub-Adviser’s investment process, risk management, and historical performance.  It is the Adviser’s goal to hire Sub-Advisers who it believes are skilled and have distinguished themselves through consistent and superior performance.  Generally, the Adviser selects Sub-Advisers who it believes will be able to add value through security selection or allocations to securities, markets or strategies.  The Adviser is responsible for the general overall supervision of the Sub-Advisers along with allocating each Fund’s assets among the Sub-Advisers as well as rebalancing the portfolio as necessary from time to time.

 



 

More on Multi-Style Management:  The investment methods used by the Sub-Advisers in selecting securities for each Fund vary.  The allocation of each Fund’s portfolio managed by one Sub-Adviser will, under normal circumstances, differ from the allocations managed by the other Sub-Advisers with respect to portfolio composition, turnover, issuer capitalization and issuer financial condition.  Because selections are made independently by each Sub-Adviser, it is possible that a security held by one portfolio allocation may also be held by other portfolio allocations of the Fund or that several Sub-Advisers may simultaneously favor the same industry.

 

The Adviser is responsible for establishing the target allocation of Fund assets to each Sub-Adviser and may adjust the target allocations at its discretion.  Market performance may result in allocation drift among the Sub-Advisers of a Fund.  The Adviser is also responsible for periodically reallocating the portfolio among the Sub-Advisers, the timing and degree of which will be determined by the Adviser.  Each Sub-Adviser independently selects the brokers and dealers to execute transactions for the allocation of the Fund being managed by that Sub-Adviser.  A Sub-Adviser may occasionally hold more than the specified maximum number of holdings in its portfolio, which may be the result of an involuntary spin-off by one of the companies held in the portfolio, the payment of a stock dividend or split in a separate class of stock, or an overlap in selling a portfolio security while simultaneously adding a new security.

 

At times, allocation adjustments among Sub-Advisers may be considered tactical with over- or under-allocations to certain Sub-Advisers based on the Adviser’s assessment of the risk and return potential of each Sub-Adviser’s strategy.  Sub-adviser allocations are also influenced by each Sub-Adviser’s historical returns and volatility, which are assessed by examining the performance of strategies managed by the Sub-Advisers in other accounts that the Adviser believes to be similar to those that will be used for a Fund.  The Adviser has analyzed the individual and combined performance of the Sub-Advisers in a variety of investment environments.

 

In the event a Sub-Adviser ceases to manage an allocation of a Fund’s portfolio, the Adviser will select a replacement Sub-Adviser or allocate the assets among the remaining Sub-Advisers.  The securities that were held in the departing Sub-Adviser’s allocation of the Fund’s portfolio may be allocated to and retained by another Sub-Adviser of the Fund or will be liquidated in an orderly manner, taking into account various factors, which may include but are not limited to the market for the security and the potential tax consequences.  The Adviser may also add additional Sub-Advisers in order to increase Fund diversification or capacity. Absent exemptive relief, any new Sub-Adviser must be first approved by the respective Funds’ shareholders.

 

Subject to the receipt of the SEC exemptive order described below, the Adviser will act as the manager of managers of each Fund and be responsible for the investment performance of each Fund, since it will allocate the Fund’s assets to the Sub-Advisers and recommends hiring or changing Sub-Advisers to the Board of Trustees.  The “manager of managers” structure enables the Fund to operate with greater efficiency by not incurring the expense and delays associated with obtaining shareholder approval of sub-advisory agreements.  The structure does not permit investment advisory fees paid by each Fund to be increased or to change the Adviser’s obligations under the Advisory Agreement, including the Adviser’s responsibility to monitor and oversee sub-advisory services furnished to each Fund, without shareholder approval.  Furthermore, any sub-advisory agreements with affiliates of a Fund or the Adviser will require shareholder approval.

 

Multi-Manager Exemptive Order:  As referenced above, the Trust, on behalf of the Funds, and the Adviser have applied for an exemptive order from the SEC, which if approved, will permit the Adviser, subject to certain conditions, to select new Sub-Advisers with the approval of the Board but without obtaining shareholder approval.  The order, if granted, would also permits the Adviser to change the terms of agreements with the Sub-Advisers or to continue the employment of a Sub-Adviser after an event that would otherwise cause the automatic termination of services.  The order will also permit the Funds to disclose Sub-Advisers’ fees only in the aggregate in its registration statement.  This arrangement has been approved by the [Board of Trustees and the Fund’s initial shareholder.]  Within 90 days of retaining a new Sub-Adviser, shareholders of the Fund would receive notification of the change. There can be no guaranty that the Trust will receive this relief.

 



 

Sub-Advisers, Portfolio Managers and Prior Performance Information

 

At the time of each Fund’s launch, the Adviser will have entered into a sub-advisory agreement with each Sub-Adviser.  The Adviser compensates each Fund’s Sub-Advisers out of the investment advisory fees it receives from the Fund.  Each Sub-Adviser makes investment decisions for the assets it has been allocated to manage.  The Adviser oversees the Sub-Advisers for compliance with each Fund’s investment objective, policies, strategies and restrictions, and monitors each Sub-Adviser’s adherence to its investment style.  The Board of Trustees supervises the Adviser and the Sub-Advisers, establishes policies that they must follow in their management activities, and oversees the hiring, termination and replacement of Sub-Advisers recommended by the Adviser.

 

A discussion regarding the basis of the Board of Trustees’ approval of the investment sub-advisory agreements between the Adviser and the respective Sub-Advisers will be available in each Fund’s first annual or semi-annual report to shareholders after commencement of operations, which is currently anticipated to be for the period ending         .

 

The following provides additional information about each Sub-Adviser, the portfolio managers who are responsible for the day-to-day management of each Sub-Adviser’s allocation, and prior performance information for similar accounts each Sub-Adviser manages.  The SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and their ownership of securities in each Fund.

 

The Sub-Advisers

 

MORNINGSTAR U.S. EQUITY FUND

 

[NAME], [ADDRESS] (“[NAME]”), serves as a sub-adviser to the Fund under a sub-advisory agreement (the “[    ] Sub-Advisory Agreement”) with the Adviser on behalf of the Fund.  [    ] is registered as an investment adviser with the SEC and was founded in [    ].

 

[Sub-Adviser #1]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 



 

MORNINGSTAR INTERNATIONAL EQUITY FUND

 

[NAME], [ADDRESS] (“[NAME]”), serves as a sub-adviser to the Fund under a sub-advisory agreement (the “[    ] Sub-Advisory Agreement”) with the Adviser on behalf of the Fund.  [    ] is registered as an investment adviser with the SEC and was founded in [    ].

 

[Sub-Adviser #1]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

MORNINGSTAR GLOBAL INCOME FUND

 

[NAME], [ADDRESS] (“[NAME]”), serves as a sub-adviser to the Fund under a sub-advisory agreement (the “[    ] Sub-Advisory Agreement”) with the Adviser on behalf of the Fund.  [    ] is registered as an investment adviser with the SEC and was founded in [    ].

 

[Sub-Adviser #1]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 



 

[Sub-Adviser #2]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #3]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

MORNINGSTAR TOTAL RETURN BOND FUND

 

[NAME], [ADDRESS] (“[NAME]”), serves as a sub-adviser to the Fund under a sub-advisory agreement (the “[    ] Sub-Advisory Agreement”) with the Adviser on behalf of the Fund.  [    ] is registered as an investment adviser with the SEC and was founded in [    ].

 

[Sub-Adviser #1]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2

 

 

 

 

 

Portfolio Manager #3

 

 

 

 

 

Portfolio Manager #4

 

 

 

 

 

Portfolio Manager #5

 

 

 

 

 

 

[Sub-Adviser #2]

 

Portfolio Managers

 

Length of Service to
the Fund

 

Business Experience During the Past Five Years

 

Portfolio Manager #1

 

 

 

 

 

Portfolio Manager #2