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PROSPECTUS
March 1, 2022
as amended June 13, 2022
Recurrent MLP &
Infrastructure Fund
Class I – Ticker:
www.recurrentadvisors.com
Tel. 1-833-RECURRENT (1-833-732-8773)
This Prospectus provides important information about
the Recurrent MLP & Infrastructure Fund (the “Fund”) that you should know before investing. Please read it carefully and
keep it for future reference.
These securities have not been approved or disapproved
by the Securities and Exchange Commission (“SEC”) nor has the SEC passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
FUND SUMMARY: | 1 | |||
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS | 7 | |||
More About MLPs | 7 | |||
Principal and Other Investment Risks | 8 | |||
Portfolio Holdings Disclosure | 15 | |||
MANAGEMENT | 16 | |||
Investment Advisor | 16 | |||
Portfolio Managers | 16 | |||
HOW SHARES ARE PRICED | 17 | |||
HOW TO PURCHASE SHARES | 18 | |||
Class I Shares | 18 | |||
Purchasing Shares | 18 | |||
Minimum and Additional Investment Amounts | 19 | |||
When Order is Processed | 19 | |||
Good Order | 19 | |||
Retirement Plans | 19 | |||
HOW TO REDEEM SHARES | 20 | |||
Redeeming Shares | 20 | |||
Good Order | 21 | |||
When You Need Medallion Signature Guarantees | 21 | |||
Retirement Plans | 21 | |||
Low Balances | 21 | |||
FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES | 21 | |||
TAX STATUS, DIVIDENDS AND DISTRIBUTIONS | 22 | |||
DISTRIBUTION OF SHARES | 24 | |||
Distributor | 24 | |||
Additional Compensation to Financial Intermediaries | 24 | |||
Householding | 24 | |||
FINANCIAL HIGHLIGHTS | 25 | |||
PRIVACY NOTICE | 26 | |||
FUND SUMMARY
Investment Objective:
The Fund seeks total
return including substantial current income from a portfolio of MLP and energy infrastructure investments.
Fees and Expenses of the Fund:
This table describes
the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and Example below. More information about how to purchase
shares of the Fund is available in the section entitled HOW TO PURCHASE SHARES beginning on page 18 of this Prospectus and in the
Statement of Additional Information (“SAI”).
Shareholder Fees (fees paid directly from your investment) | Class I |
Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price) | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.90% |
Distribution (12b-1) and Service Fees | None |
Other Expenses | 0.35% |
Total Annual Fund Operating Expenses | 1.25% |
Example:
This Example is intended to
help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the Fund’s operating expenses remain the same (except that the Example incorporates
any applicable fee waiver and/or expense limitation arrangements for only the first year). Although your actual costs may be higher or
lower, based upon these assumptions your costs would be:
Class | 1 Year | 3 Years | 5 Years | 10 Years |
I | $127 | $397 | $686 | $1,511 |
Portfolio Turnover:
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover
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. For the fiscal year ended
October 31, 2021, the Fund’s Portfolio Turnover rate was 22% of the average value of its portfolio.
Principal Investment Strategies:
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets (plus
any borrowings for investment purposes) in energy infrastructure and master limited partnership (“MLP”) investments. The Fund’s
investments may include, but are not limited to:
· | MLPs structured as limited partnerships or limited liability companies; |
· | MLPs that are taxed as “C” corporations; |
· | institutional units (“I-Units”) issued by MLP affiliates; |
· | taxable “C” corporations that hold significant interests in MLPs; |
· | companies providing infrastructure to the energy industry; |
· | other equity securities, including pooled investment vehicles, exchange-traded notes, and exchange-traded funds, that provide exposure to MLPs. |
Recurrent Investment Advisors,
LLC, the Fund’s investment advisor (“Recurrent” or the “Advisor”) focuses its investments on energy infrastructure,
which own and operate assets that are used in the energy sector, including assets used in exploring, developing, producing, generating,
transporting (including marine), transmitting, terminal operation, storing, gathering, processing, refining, distributing, mining or marketing
of natural gas, natural gas liquids, crude oil, refined products, coal or electricity, or that provide energy related equipment or services.
The Advisor’s investment process is strongly focused on company-level valuation analysis for determining security selection in the
Fund. The Fund’s investments may be of any capitalization size including a company’s first offering of stock to the public
in an initial public offering (IPO).
The Fund may invest 20% of
its net assets in sectors outside of energy infrastructure investments, including, without limitation, securities of corporations that
operate in the energy sector or that hold energy assets. The Fund may, when market signals warrant, take a defensive position, investing
all or a substantial portion of Fund assets in cash and/or cash equivalents.
The Fund is non-diversified
and may invest a larger percentage of its assets in fewer issuers than diversified mutual funds.
Principal Investment Risks:
As with all mutual
funds, there is the risk that you could lose money through your investment in the Fund. The Fund is not intended to be a complete investment
program but rather one component of a diversified investment portfolio. An investment in the Fund is not guaranteed to achieve its investment
objective; is not a deposit with a bank; is not insured, endorsed or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency; and is subject to investment risks. The value of your investment in the Fund, as well as the amount of return you receive
on your investment, may fluctuate significantly. You may lose part or all of your investment in the Fund or your investment may not perform
as well as other similar investments. Many factors affect the Fund’s net asset value and performance. Each risk summarized below
is a principal risk of investing in the Fund and different risks may be more significant at different times depending upon market conditions
or other factors.
The Fund
may be subject to the risks described below through its own direct investments and indirectly through investments in underlying funds.
· | Energy Sector Focus Risk. The Fund focuses its investments in the energy sector which is comprised of energy, industrial, consumer, infrastructure and logistics companies, and will therefore be susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector. The energy markets have experienced significant volatility in recent periods, including a historic drop in crude oil and natural gas prices in April 2020 attributable to the significant decrease in demand for oil and other energy commodities as a result of the slowdown in economic activity due to the COVID-19 pandemic as well as price competition among key oil-producing countries. The low price environment caused financial hardship for energy companies and has led to, and may continue to lead to, energy companies defaulting on debt and filing for bankruptcy. The energy markets may continue to experience stress and relatively high volatility for a prolonged period. The energy sector has historically experienced substantial price volatility. At times, the performance of these investments may lag the performance of other sectors or the market as a whole. Companies operating in the energy sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, energy sector companies are subject to substantial government regulation and changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other energy reserves may also affect the profitability of energy companies. |
· | Master Limited Partnership Risk. An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders of MLPs and the general partner, including those arising from incentive distribution payments. The MLP market may be adversely impacted by negative investor perceptions, such as reaction to reduced distributions. Risks of MLPs include the following: a decrease in the production of natural gas, natural gas liquids, crude oil, coal or other energy commodities or a decrease in the volume of such commodities available for transportation, mining, processing, storage or distribution may adversely impact the financial performance of MLPs or MLP-related securities. In addition, investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs. The amount of cash that any MLP has available to pay its unit holders in the form of distributions/dividends depends on the amount of cash flow generated from such company’s operations. Cash flow from operations will vary from quarter to quarter and is largely dependent on factors affecting the MLP’s operations and factors affecting the energy, natural resources or real estate sectors in general. MLPs were adversely impacted by the reduced demand for oil and other energy commodities as a result of the slowdown in economic activity resulting from the spread of the COVID-19 pandemic, which triggered an unprecedented sell-off of energy pipeline and midstream companies in 2020. Recently, global oil prices have experienced significant volatility, including a period where an oil-price futures contract fell into negative territory for the first time in history. Reduced production and continued oil price volatility may adversely impact the value of the Fund’s investments in MLPs and energy infrastructure companies. |
· | Energy Infrastructure Industry Focus Risks. A substantial percentage of the Fund invests primarily in the energy infrastructure industry. As a result, the Fund will therefore be susceptible to adverse economic, environmental or regulatory occurrences affecting the energy infrastructure industry. Risks associated with investments in MLPs and other companies operating in the energy infrastructure industry include but are not limited to the following: |
o | Acquisition Risk. Energy infrastructure companies owned by the Fund may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to unit holders. The substantial market disruption and slowdown in economic activity resulting from the COVID-19 pandemic may limit the ability of energy companies to make acquisitions. |
o | Catastrophic Event Risk. MLPs and other companies operating in the energy infrastructure industry are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. Any occurrence of a catastrophic event, such as a terrorist attack, could bring about a limitation, suspension or discontinuation of the operations of MLPs and other companies operating in the energy infrastructure industry. |
o | Commodity Price Risk. MLPs and other companies operating in the energy infrastructure industry may be affected by fluctuations in the prices of energy commodities. Fluctuations in energy infrastructure commodity prices would directly impact companies that own such energy infrastructure commodities and could indirectly impact companies that engage in transportation, storage, processing, distribution or marketing of such energy infrastructure commodities. |
o | Depletion Risk. Energy infrastructure companies engaged in the exploration, development, management, gathering or production of energy commodities face the risk that commodity reserves are depleted over time. Such companies seek to increase their reserves through expansion of their current businesses, acquisitions, further development of their existing sources of energy infrastructure commodities or exploration of new sources of energy infrastructure commodities or by entering into long-term contracts for additional reserves; however, there are risks associated with each of these potential strategies. |
o | Environmental and Regulatory Risk. Companies operating in the energy infrastructure industry are subject to significant regulation of their operations by federal, state and local governmental agencies. Additionally, voluntary initiatives and mandatory controls have been adopted or are being studied and evaluated, both in the United States and worldwide, to address current potentially hazardous environmental issues, including hydraulic fracturing and related waste disposal and geological concerns, as well as those that may develop in the future. The U.S. regulatory landscape has been impacted by the change in administration. The Fund cannot predict whether regulatory agencies will take any action to adopt new regulations or provide guidance that will adversely impact the energy infrastructure industry. In addition, the Biden administration has recently announced several initiatives aimed at addressing climate change. It is unclear how these initiatives could impact the Fund’s investments. |
o | Interest Rate Risk. Rising interest rates could increase the cost of capital thereby increasing operating costs and reducing the ability of MLPs and other companies operating in the energy industry to carry out acquisitions or expansions in a cost-effective manner. Rising interest rates may also impact the price of energy infrastructure securities as the yields on alternative investments increase. |
o | Natural Resources Risk. The Fund’s investments in natural resources issuers (including MLPs) is susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector. The natural resources sector has historically experienced substantial price volatility. At times, the performance of these investments may lag the performance of other sectors or the market as a whole. Companies operating in the natural resources sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; domestic and global competition, extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, natural resource sector companies are subject to substantial government regulation, including environmental regulation and liability for environmental damage, and changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other natural resources reserves may also affect the profitability of natural resources companies. |
o | Supply and Demand Risk. Companies in the energy infrastructure industry may be impacted by the levels of supply and demand for energy infrastructure commodities. The demand for oil and other energy commodities was adversely impacted by the market disruption and slowdown in economic activity resulting from the COVID-19 pandemic. Future pandemics could lead to reduced production and price volatility. |
o | Weather Risk. Weather plays a role in the seasonality of some energy infrastructure companies’ cash flows, and extreme weather conditions could adversely affect performance and cash flows of those companies. |
· | Cash Flow Risk. The Fund expects that a substantial portion of the investment income it receives may be derived from its investments in MLPs. The amount and tax characterization of cash available for distribution by an MLP depends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPs may vary widely from quarter to quarter and will be affected by various factors affecting the entity’s operations. In addition to the risks described herein, operating costs, capital expenditures, acquisition costs, construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period. A reduction in an MLP’s cash flow may cause investor turnover and negatively impact the overall MLP market. |
· | Market Risk. Overall market risk may affect the value of individual instruments in which the Fund invests. The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect the Fund’s performance. Factors such as domestic and foreign (non-U.S.) economic growth and market conditions, real or perceived adverse economic or political conditions, inflation, changes in interest rate levels, lack of liquidity in the bond or other markets, volatility in the equities market or adverse investor sentiment affect the securities markets and political events affect the securities markets. U.S. and foreign stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. Securities markets also may experience long periods of decline in value. When the value of the Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money. |
Local, state, regional,
national or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions,
or other events could have a significant impact on the Fund and its investments and could result in decreases to the Fund’s net
asset value. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market
closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’
reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market
volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect
effects on the Fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market
volatility, exchange trading suspensions and closures, impact the ability to complete redemptions, and affect Fund performance. A health
crisis may exacerbate other pre-existing political, social and economic risks. In addition, the increasing interconnectedness of markets
around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a
single or small number of issuers.
· | Management Risk. The risk that investment strategies employed by the Advisor in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other similar investment vehicles having similar investment strategies. The Adviser’s judgments about the attractiveness, value and potential appreciation of particular securities in which the Fund invests may prove to be incorrect and may not produce the desired results. |
· | Active Trading Risk. A higher portfolio turnover due to active and frequent trading may result in higher transactional and brokerage costs that may result in lower investment returns. |
· | Concentration Risk. Because the Fund may focus on one or more industries or sectors of the economy, its performance depends in large part on the performance of those sectors or industries. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries and sectors. |
· | Cybersecurity Risk. There is risk to the Fund of an unauthorized breach and access to fund assets, customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund, the investment advisor, custodian, transfer agent, distributor and other service providers and financial intermediaries (“Service Providers”) to suffer data breaches, data corruption or lose operational functionality. Successful cyber-attacks or other cyber-failures or events affecting the Fund or its Service Providers may adversely impact the Fund or its shareholders. |
· | Equity Risk. Common stocks are susceptible to general stock market fluctuations; volatile increases and decreases in value as market confidence in and perceptions of their issuers change and unexpected trading activity among retail investors. Factors that may influence the price of equity securities include developments affecting a specific company or industry, or changing economic, political or market conditions. Preferred stocks are subject to the risk that the dividend on the stock may be changed or omitted by the issuer, and that participation in the growth of an issuer may be limited. |
· | Gap Risk. The Fund is subject to the risk that a stock price or derivative value will change dramatically from one level to another with no trading in between and/or before the Fund can exit from the investment. Usually such movements occur when there are adverse new announcements, which can cause a stock price or derivative value to drop substantially from the previous day’s closing price. Trading halts may lead to gap risk. |
· | Geographic and Sector Risk. The risk that if the Fund invests a significant portion of its total assets in certain issuers within the same geographic region or economic sector, an adverse economic, business or political development or natural or other event, including war, terrorism, natural and environmental disasters, epidemics, pandemics and other public health crises, affecting that region or sector may affect the value of the Fund’s investments more than if the Fund’s investments were not so concentrated. |
· | IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. |
· | Liquidity Risk. Liquidity risk is the risk that the Fund will not be able to pay redemption proceeds in a timely manner because of unusual market conditions, an unusually high volume of redemption requests, legal restrictions impairing its ability to sell particular securities at an advantageous market price or other reasons. Certain portfolio securities may be less liquid than others, which may make them difficult or impossible to sell at the time and the price that the Fund would like, and the Fund may have to lower the price, sell other securities instead or forego an investment opportunity. In addition, less liquid securities may be more difficult to value, and markets may become less liquid when there are fewer interested buyers or sellers or when dealers are unwilling or unable to make a market for certain securities. Recently, dealers have generally been less willing to make markets for fixed income securities. All of these risks may increase during periods of market turmoil, such as that experienced in 2020 with COVID-19, and could have a negative effect on the Fund’s performance. |
· | Market Capitalization Risk. Investing in larger-sized companies subjects the Fund to the risk that larger companies may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and that they may be less capable of responding quickly to competitive challenges and industry changes. Because the Fund may invest in companies of any size, its share price could be more volatile than the Fund that invests only in large companies. |
Small and medium–sized companies
typically have less experienced management, narrower product lines, more limited financial resources, and less publicly available information
than larger companies. The earnings and prospects of small and medium sized companies are more volatile than larger companies and may
experience higher failure rates than larger companies. Medium sized companies normally have a lower trading volume than larger companies,
which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures.
· | Market Events Risk. There has been increased volatility, depressed valuations, decreased liquidity and heightened uncertainty in the financial markets during the past several years, including what was experienced in 2020. These conditions may continue, recur, worsen or spread. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, have taken steps to support financial markets, including by keeping interest rates at historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The U.S. government and the Federal Reserve may reduce market support activities. Such reduction, including interest rate increases, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Fund invests. Policy and legislative changes in the United States and in other countries may also contribute to decreased liquidity and increased volatility in the financial markets. The impact of these influences on the markets, and the practical implications for market participants, may not be fully known for some time. |
· | MLP Tax Risk. Historically, MLPs have been able to offset a significant portion of their taxable income with tax deductions, including depreciation and amortization expense deductions. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation or other form of taxable entity for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax, excise tax or other form of tax on its taxable income. The classification of an MLP as a corporation or other form of taxable entity for U.S. federal income tax purposes could have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the Fund to be taxed as dividend income, return of capital, or capital gain. Thus, if any of the MLPs owned by the Fund were treated as corporations or other form of taxable entity for U.S. federal income tax purposes, the after-tax return to the Fund with respect to its investment in such MLPs could be materially reduced which could cause a material decrease in the net asset value per share of the Fund’s shares. |
· | Non-Diversification Risk. The Fund is non-diversified, and thus may invest its assets in a smaller number of companies or instruments than many other funds. As a result, an investment in the Fund has the risk that changes in the value of a single security may have a significant effect on the Fund’s value. The Fund may be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. |
· | Portfolio Turnover Risk. The Fund may experience high portfolio turnover, including investments made on a shorter-term basis, which may lead to increased Fund expenses that may result in lower investment returns. High portfolio turnover may also result in higher short-term capital gains taxable to shareholders. |
· | RIC Qualification Risk. The Fund intends to qualify for treatment as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), which means that the Fund must meet certain income source, asset diversification and annual distribution requirements. The Fund’s MLP investments may make it more difficult for the Fund to meet these requirements. The asset diversification requirements include a requirement that, at the end of each quarter of each taxable year, not more than 25% of the value of our total assets is invested in the securities (including debt securities) of one or more qualified publicly traded partnerships. The Fund anticipates that the MLPs in which it invests will be qualified publicly traded partnerships, which include MLPs that satisfy a qualifying income test described below and in the Fund’s SAI. If the Fund’s MLP investments exceed this 25% limitation, which could occur, for example, if the Fund’s investment in an MLP affiliate were re-characterized as an investment in an MLP, then the Fund would not satisfy the diversification requirements and could fail to qualify as a RIC. If, in any year, the Fund fails to qualify as a RIC for any reason, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Fund’s net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on the Fund and its shareholders. In such case, distributions to shareholders generally would be eligible (i) for treatment as qualified dividend income in the case of individual shareholders, and (ii) for the dividends-received deduction in the case of corporate shareholders, provided certain holding period requirements are satisfied. In such circumstances, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special treatment. |
· | Volatility Risk. The Fund’s investments may appreciate or decrease significantly in value over short periods of time. The value of an investment in the Fund’s portfolio may fluctuate due to factors that affect markets generally or that affect a particular industry or sector. The value of an investment in the Fund’s portfolio may also be more volatile than the market as a whole. This volatility may affect the Fund’s net asset value per share, including by causing it to experience significant increases or declines in value over short periods of time. Events or financial circumstances affecting individual investments, industries or sectors may increase the volatility of the Fund. |
Performance:
The
bar chart and performance table below show the variability of the Fund’s returns, which is some indication of the risks of investing
in the Fund. The bar chart shows performance of the Fund’s Class I shares for each calendar year since the Fund’s inception.
The performance table compares the performance of the Fund’s shares to the performance of a broad-based market index. You should
be aware that the Fund’s past performance (before and after taxes) may not be an indication of how the Fund will perform in the
future. Updated performance information is available at no cost by visiting www.recurrentadvisors.com or by calling 1-833-RECURRENT
(1-833-732-8773).
Performance
Bar Chart for the Calendar Year Ended December 31st:
Highest Quarter: | 06/30/2020 | 39.80% |
Lowest Quarter: | 03/31/2020 | -54.01% |
Performance Table
Average Annual Total Returns
(For the year ended December 31, 2021)
Class I Shares | One Year | Since Inception(1) |
42.62% | 1.12% | |
Return after taxes on Distributions | 41.84% | 0.65% |
Return after taxes on Distributions and Sale of Fund Shares | 25.73% | 0.80% |
Alerian MLP Index(2) (reflects no deduction for fees, expenses or taxes) | 40.17% | -0.79% |
After-tax returns were calculated using the historical
highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns
depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors
who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Investment Advisor: Recurrent Investment Advisors,
LLC serves as investment advisor to the Fund.
Portfolio Managers: The Fund is jointly managed
by Mark Laskin and Brad Olsen, each a Portfolio Manager and Principal of Recurrent. Messrs. Laskin and Olsen have managed the Fund since
its inception in November 2017.
Purchase and Sale of Fund Shares: You may purchase
and redeem shares of the Fund on any day that the New York Stock Exchange is open for trading by written request, by telephone at 1-833-RECURRENT
(1-833-732-8773), or through your broker. Redemptions will be paid by automated clearing house funds (“ACH”), check or wire
transfer. The Fund or its Advisor may waive any of the minimum initial and subsequent investment amounts.
Class | Minimum Investment | |
Initial | Subsequent | |
I | $2,500 | $500 |
Tax Information: Dividends and capital gain
distributions you receive from the Fund, whether you reinvest your distributions in additional Fund shares or receive them in cash, are
generally taxable to you at either ordinary income or capital gains tax rates unless you are investing through a tax-deferred plan such
as an IRA or 401(k) plan.
Payments to Broker-Dealers and Other Financial
Intermediaries: If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund
and its related companies, including the Advisor, may pay the intermediary for the sale of Fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over
another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
ADDITIONAL
INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
This section provides more detailed information about
the investment objectives, principal investment strategies and certain risks of investing in the Recurrent MLP & Infrastructure Fund.
This section also provides information regarding the Fund’s disclosure of portfolio holdings. The investment objective and the investment
strategies of the Fund are non-fundamental, which means that they may be changed without shareholder approval upon 60 days’ written
notice to shareholders. There is no assurance that the Fund will achieve its investment objective.
More About MLPs
An MLP is an entity that,
if it satisfies a qualifying income test described below and in the Fund’s SAI, is classified as a partnership under the Code; the
partnership interests or “units” of which are traded on securities exchanges like shares of corporate stock. To be treated
as a partnership for U.S. federal income tax purposes, an MLP must receive at least 90% of its income from qualifying sources such as
interest, dividends, income and gain from mineral or natural resources activities, income and gain from the transportation or storage
of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities.
For this purpose, mineral or natural resources activities include exploration, development, production, mining, refining, marketing and
transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide.
A typical MLP consists of
a general partner and limited partners; however, some entities receiving partnership taxation treatment under the Code are established
as limited liability companies (LLCs). The general partner of an MLP manages the partnership, has an ownership stake in the partnership
and in some cases the general partners are eligible to receive an incentive distribution. The limited partners provide capital to the
partnership, receive common units of the partnership, have a limited role in the operation and management of the partnership and are entitled
to receive cash distributions with respect to their units. Currently, most MLPs operate in the energy, natural resources and real estate
sectors. Due to their partnership structure, MLPs generally do not pay income taxes. Thus, unlike investors in corporate securities, direct
MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends).
The Advisor believes that
MLPs may be attractive investments for several reasons, including: higher yields relative to most common equity and investment grade debt,
generally low correlation to other asset classes, cash flows that remain relatively stable regardless of broader market conditions, and
the potential for deferred taxation for taxable investors.
MLPs are generally publicly traded, are regulated
by the SEC and must make public filings like any publicly traded corporation.
The Fund may also invest in privately placed securities of publicly traded MLPs.
Investment Objective: The Fund seeks total
return including substantial current income from a portfolio of MLP and energy infrastructure investments.
Principal Investment Strategies:
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets (plus
any borrowings for investment purposes) in energy infrastructure and MLP investments. The Fund’s investments may include, but are
not limited to:
· | MLPs structured as limited partnerships or limited liability companies; |
· | MLPs that are taxed as “C” corporations; |
· | institutional units (“I-Units”) issued by MLP affiliates; |
· | taxable “C” corporations that hold significant interests in MLPs; and |
· | companies providing infrastructure to the energy industry. |
The Advisor focuses its investments
on energy infrastructure and MLPs, which own and operate assets that are used in the energy sector, including assets used in exploring,
developing, producing, generating, transporting (including marine), transmitting, terminal operation, storing, gathering, processing,
refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products, coal or electricity, or
that provide energy related equipment or services. The Fund’s investments may be of any capitalization size including a company’s
first offering of stock to the public in an IPO.
Many of the companies in
which the Fund invests operate oil, gas or petroleum facilities, or other facilities within the energy sector. The Fund intends to concentrate
its investments in the energy sector, with a focus on “midstream” energy infrastructure. Midstream companies are generally
engaged in the treatment, gathering, compression, processing, transportation, transmission, fractionation, storage and terminalling of
natural gas, natural gas liquids, crude oil, refined products or coal. Midstream companies may also operate ancillary businesses including
marketing of energy products and logistical services. The Fund may also invest in “upstream” and “downstream”
MLPs. Upstream MLPs are primarily engaged in the exploration, recovery, development and production of crude oil, natural gas and natural
gas liquids. Downstream MLPs are primarily engaged in the processing, treatment, and refining of natural gas liquids and crude oil. The
MLPs in which the Fund invests may also engage in owning, managing and transporting alternative energy assets, including alternative fuels
such as ethanol, hydrogen and biodiesel.
The Fund may invest 20% of its net assets in sectors outside of energy
infrastructure investments, including, without limitation, securities of corporations that operate in the energy sector or that hold energy
assets.
The Fund may invest in other equity securities, including pooled investment
vehicles, exchange-traded notes, and exchange-traded funds that provide exposure to MLPs.
Although the Fund will generally
invest substantially all of its assets in accordance with its investment objective and principal investment strategies, the Fund may hold
cash or short-term cash equivalents, such as money market instruments, money market funds or treasury funds, for cash management purposes.
The percentage of the Fund’s assets invested in cash and short-term cash equivalents may vary and will depend on various factors, including
market conditions and purchases and redemptions of Fund shares.
The Fund is non-diversified
and may invest a larger percentage of its assets in fewer issuers than diversified mutual funds.
The Advisor’s investment
process is strongly focused on company-level valuation analysis for determining security selection in the Fund. The Advisor uses detailed
financial models of the midstream MLPs and energy infrastructure companies in the North American midstream universe to evaluate several
factors: 1) a midstream company’s historical return profile (as measured by returns on invested capital or ROIC); 2) a midstream
company’s prospective returns based on the publicly available information regarding future capital expenditure and financing plans.
With a view of a company’s past and expected future return performance, we form a view of a company’s “justified”
multiple of invested capital.
Generally, we believe a company’s
return profile should be reflected in its multiple of “enterprise value to invested capital” or EV/IC. By this methodology,
companies with returns higher than their costs of capital should trade at higher EV/IC multiples, while companies with lower returns should
trade at lower multiples.
While we will consider the
commodity price environment when making investment decisions, we emphasize that we do not use commodity views to drive investment decision
making, and believe that commodity-driven “bets” generally lead to inferior long-term performance. We believe that commodity
exposure will generally be reflected in more volatile and often lower returns on capital, which will in turn be reflected in market valuation.
Both more and less stable companies can present attractive opportunities for investment, depending on how their valuations compare to
what is “justified” by their historical return profile.
In addition to our core EV/IC
methodology, we will use our financial analysis tools to consider other company valuation metrics, such as EV/EBITDA, cash flow yields,
as well as financial attributes such as balance sheet strength, business mix, commodity price exposure.
Temporary Defensive Position
In response to adverse market, economic, political
or other conditions, the Fund may temporarily invest up to 100% of its total assets, without limitation, in high-quality short-term debt
securities, money market instruments and cash. These short-term debt securities and money market instruments include: shares of money
market mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, U.S. Government securities and repurchase
agreements. While the Fund is in a temporary defensive position, the opportunity to achieve upside return may be limited.
Principal and Other Investment Risks:
As
with all funds, there is the risk that you could lose money through your investment in the Fund. An investment in the Fund is not guaranteed
to achieve its investment objective; is not a deposit with a bank; is not insured, endorsed or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency; and is subject to investment risks. The Adviser can not guarantee that the Fund will achieve
its objectives. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate
significantly. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments.
The Fund is not intended to be a complete investment program but rather one component of a diversified investment portfolio. Many factors
affect the Fund’s net asset value and performance. It is important that investors closely review and understand these risks before
making an investment in the Fund. Additional information regarding the principal and certain other risks of investing in the Fund is provided
below. The Fund’s SAI, which is incorporated by reference into this Prospectus, includes more information about the Fund and its
investments and risks. The risks described in this Prospectus (and in the SAI) are not intended to include every potential risk of investing
in the Fund. The Fund could be subject to additional risks because the types of investments it makes may change over time.
The following section provides
additional information regarding certain of the principal risks identified under “Principal Risk Factors” in the Fund’s
summary along with additional risk information. The Fund may be subject to the risks described below through its own direct investments
and indirectly through investments in underlying funds.
· | Active Trading Risk. A higher portfolio turnover may result in higher transaction and brokerage costs associated with the turnover which may reduce the Fund’s return, unless the securities traded can be bought and sold without corresponding commission costs. Active trading of securities may also increase the Fund’s realized capital gains and losses, which may affect the taxes you pay as the Fund shareholder. |
· | Cash Flow Risk. The Fund expects that a substantial portion of the investment income it receives may be derived from its investments in MLPs. The amount and tax characterization of cash available for distribution by an MLP depends upon the amount of cash generated by such entity’s operations. Cash available for distribution by MLPs may vary widely from quarter to quarter and will be affected by various factors affecting the entity’s operations. In addition to the risks described herein, operating costs, capital expenditures, acquisition costs, construction costs, exploration costs and borrowing costs may reduce the amount of cash that an MLP has available for distribution in a given period. |
· | Concentration Risk. If the Fund invests a significant portion of its total assets in certain issuers within the same economic sector, an adverse economic, business or political development affecting that sector may affect the value of the Fund’s investments more than if the Fund’s investments were not so concentrated. |
· | Cybersecurity Risk. There is risk to the Fund of an unauthorized breach and access to fund assets, customer data (including private shareholder information), or proprietary information, or the risk of an incident occurring that causes the Fund or its Service Providers to suffer data breaches, data corruption or lose operational functionality. Successful cyber-attacks or other cyber-failures or events affecting the Fund, or its Service Providers may adversely impact the Fund or its shareholders. Because information technology (“IT”) systems and digital data underlie most of the Fund’s operations, Service Providers are exposed to the risk that their operations and data may be compromised as a result of internal and external cyber-failures, breaches or attacks (“Cyber Risk”). This could occur as a result of malicious or criminal cyber-attacks. Cyber-attacks include actions taken to: (i) steal or corrupt data maintained online or digitally, (ii) gain unauthorized access to or release confidential information, (iii) shut down the Fund or Service Provider website through denial-of-service attacks, or (iv) otherwise disrupt normal business operations. Events arising from human error, faulty or inadequately implemented policies and procedures or other systems failures unrelated to any external cyber-threat may have effects similar to those caused by deliberate cyber-attacks. |
o | The computer systems, networks and devices used by the Fund and its Service Providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Fund and its Service Providers, systems, networks, or devices potentially can be breached. The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach. The Fund and the Advisor have limited ability to prevent or mitigate cybersecurity incidents affecting third-party Service Providers. |
o | Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses; interference with the Fund’s ability to calculate its net asset value; impediments to trading; the inability of the Fund and its Service Providers to transact business; prevention of Fund investors from purchasing, redeeming or exchanging shares or receiving distributions; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. |
o | Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Fund invests; counterparties with which the Fund engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for the Fund’s shareholders); and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. |
· | Energy Infrastructure Industry Focus Risks. The Fund primarily invests in companies engaged in the energy infrastructure industry. As a result, a downturn in the energy infrastructure industry could have a larger impact on the Fund than on an investment strategy that is broadly diversified across many sectors and industries. At times, the performance of securities of companies in the energy infrastructure industry may lag behind the performance of other industries or sectors or the broader market as a whole. There are several risks associated with investments in the energy infrastructure industry, including the following: |
o | Acquisition Risk. MLPs owned by the Fund may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to unit holders. The ability of such MLPs to make future acquisitions is dependent on their ability to identify suitable targets, negotiate favorable purchase contracts, obtain acceptable financing and outbid competing potential acquirers. To the extent that MLPs are unable to make future acquisitions, or such future acquisitions fail to increase the adjusted operating surplus per unit, their growth and ability to make distributions to unit holders will be limited. The substantial market disruption and slowdown in economic activity resulting from the COVID-19 pandemic may limit the ability of energy companies to make acquisitions. |
o | Catastrophic Event Risk. The energy infrastructure industry is subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. These dangers include leaks, fires, explosions, damage to facilities and equipment resulting from natural disasters, inadvertent damage to facilities and equipment and terrorist acts. Since the September 11 terrorist attacks, the U.S. government has issued warnings that energy assets, specifically U.S. pipeline infrastructure, may be targeted in future terrorist attacks. These dangers give rise to |
risks of substantial losses as a result
of loss or destruction of commodity reserves; damage to or destruction of property, facilities and equipment; pollution and environmental
damage; and personal injury or loss of life. Any occurrence of such catastrophic events could bring about a limitation, suspension or
discontinuation of the operations of companies operating in the energy infrastructure industry. Companies operating in the energy infrastructure
industry may not be fully insured against all risks inherent in their business operations and therefore accidents and catastrophic events
could adversely affect such companies’ financial conditions and ability to pay distributions to shareholders.
o | Commodity Price Risk. The energy infrastructure industry may be affected by fluctuations in the prices of energy commodities, including, for example, natural gas, natural gas liquids, crude oil and coal, in the short- and long-term. Fluctuations in energy commodity prices would directly impact companies that own such energy commodities and could indirectly impact energy infrastructure companies that engage in transportation, storage, processing, distribution or marketing of such energy infrastructure commodities. Fluctuations in energy commodity prices can result from changes in general economic conditions or political circumstances (especially of key energy-consuming countries); market conditions; weather patterns; domestic production levels; volume of imports; energy conservation; domestic and foreign governmental regulation; international politics; policies of the Organization of Petroleum Exporting Countries (“OPEC”); taxation; tariffs; and the availability and costs of local, intrastate and interstate transportation methods. OPEC and other oil-producing countries may agree to reduce production as they did in 2020 in response to the COVID-19 pandemic. An extended period of reduced production and continued price volatility may significantly lengthen the time the energy sector would need to recover after a stabilization of prices. Energy infrastructure companies, as part of the energy industry, may also be impacted by the perception that the performance of energy industry companies is directly linked to commodity prices. High commodity prices may drive further energy conservation efforts and a slowing economy may adversely impact energy consumption which may adversely affect the performance of energy infrastructure and other companies operating in the energy industry. Low commodity prices may have the effect of reducing investment, exploration and production activities associated with such commodities and may adversely affect the performance of MLPs and other companies operating in the energy infrastructure industry. |
o | Depletion Risk. Energy infrastructure companies engaged in the exploration, development, management, gathering or production of energy commodities face the risk that commodity reserves are depleted over time. Such companies seek to increase their reserves through expansion of their current businesses, acquisitions, further development of their existing sources of energy commodities or exploration of new sources of energy infrastructure commodities or by entering into long-term contracts for additional reserves; however, there are risks associated with each of these potential strategies. If such companies fail to acquire additional reserves in a cost-effective manner and at a rate at least equal to the rate at which their existing reserves decline, their financial performance may suffer. Additionally, failure to replenish reserves could reduce the amount and affect the tax characterization of the distributions paid by such companies. |
o | Environmental and Regulatory Risk. Companies operating in the energy infrastructure industry are subject to significant regulation of nearly every aspect of their operations by federal, state and local governmental agencies, including (i) the way in which certain MLP assets are constructed, maintained and operated and the prices MLPs may charge for their services (ii) how and where wells are drilled, (iii) how services are provided, and (iv) environmental and safety controls. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of energy companies. Additionally, voluntary initiatives and mandatory controls have been adopted or are being discussed both in the United States and worldwide to address current potentially hazardous environmental issues as well as those that may develop in the future. Regulations can change over time in scope and intensity. Changes in existing, or new, environmental restrictions may force energy infrastructure industry companies to incur significant expenses, or otherwise curtail or alter their underlying business operations, which could materially and adversely affect the value of these companies’ securities in the Fund’s portfolio. Moreover, many state and federal environmental laws provide for civil as well as regulatory remediation, thus adding to the potential exposure energy infrastructure companies may face. The U.S. regulatory landscape has been impacted by the change in administration. The Fund cannot predict whether regulatory agencies will take any action to adopt new regulations or provide guidance that will adversely impact the energy infrastructure industry. In addition, the Biden administration has recently announced several initiatives aimed at addressing climate change. It is unclear how these initiatives could impact the Fund’s investments. |
o | Regulations currently exist that generally involve emissions into the air, effluents into the water, use of water, wetlands preservation, waste disposal, endangered species and noise regulation, among others. Additionally, federal and state regulatory agencies are continually monitoring and taking actions with respect to the environmental effects of the energy industry’s exploration and developmental processes, which could spur further regulations and/or restrictions on the current operations of certain companies in which the Fund may invest. Voluntary initiatives and mandatory controls have also been adopted or are being discussed both in the United States and worldwide to reduce emissions of “greenhouse gases” such as carbon dioxide, a by-product of burning fossil fuels, and methane, the major constituent of natural gas, which many scientists and policymakers believe contribute to global climate change. These measures and future measures could result in increased costs to certain companies in which the Fund may invest to operate and maintain facilities and administer and manage a greenhouse gas emissions program and may reduce demand for fuels that generate greenhouse gases and that are managed or produced by companies in which the Fund may invest. |
o | Interest Rate Risk. Rising interest rates could increase the costs of capital thereby increasing operating costs and reducing the ability of companies operating in the energy infrastructure industry to carry out acquisitions or expansions in a cost-effective manner. As a result, rising interest rates could negatively affect the financial performance of companies operating in the energy infrastructure industry in which the Fund invests. Rising interest rates may also impact the price of the securities of companies operating in the energy infrastructure industry as the yields on alternative investments increase. |
o | Natural Resources Risk. The Fund’s investments in natural resources issuers (including MLPs) is susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector. The natural resources sector has historically experienced substantial price volatility. At times, the performance of these investments may lag the performance of other sectors or the market as a whole. Companies operating in the natural resources sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; domestic and global competition, extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, natural resource sector companies are subject to substantial government regulation, including environmental regulation and liability for environmental damage, and changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other natural resources reserves may also affect the profitability of natural resources companies. |
o | Supply and Demand Risk. Companies operating in the energy infrastructure industry may be impacted by the levels of supply and demand for energy commodities. Companies operating in the energy infrastructure industry could be adversely affected by reductions in the supply of or demand for energy infrastructure commodities. The volume of production of energy infrastructure commodities and the volume of energy infrastructure commodities available for transportation, storage, processing or distribution could be affected by a variety of factors, including depletion of resources; depressed commodity prices; catastrophic events; labor relations; increased environmental or other governmental regulation; equipment malfunctions and maintenance difficulties; import volumes; international politics, policies of OPEC; and increased competition from alternative energy sources. Alternatively, a decline in demand for energy infrastructure commodities could result from factors such as adverse economic conditions (especially in key energy-consuming countries); increased taxation; increased environmental or other governmental regulation; increased fuel economy; increased energy conservation or use of alternative energy sources; legislation intended to promote the use of alternative energy sources; or increased commodity prices. The demand for oil and other energy commodities was adversely impacted by the market disruption and slowdown in economic activity resulting from the COVID-19 pandemic. Future pandemics could lead to reduced production and price volatility. |
o | Weather Risk. Weather plays a role in the seasonality of some energy infrastructure companies’ cash flows. Companies in the propane sector, for example, rely on the winter season to generate almost all of their earnings. In an unusually warm winter season, propane infrastructure companies experience decreased demand for their product. Although most companies can reasonably predict seasonal weather demand based on normal weather patterns, extreme weather conditions, such as hurricanes, can adversely affect performance and cash flows. |
· | Energy Sector Focus Risk. The Fund concentrates its investments in the energy sector which is comprised of energy, energy industrial, energy infrastructure and energy logistics companies, and will therefore be susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector. The energy markets have experienced significant volatility in recent periods, including a historic drop in crude oil and natural gas prices in April 2020 attributable to the significant decrease in demand for oil and other energy commodities as a result of the slowdown in economic activity due to the COVID-19 pandemic as well as price competition among key oil-producing countries. The low-price environment caused financial hardship for energy companies and has led to, and may continue to lead to, energy companies defaulting on debt and filing for bankruptcy. The energy markets may continue to experience stress and relatively high volatility for a prolonged period. The energy sector has historically experienced substantial price volatility. At times, the performance of these investments may lag the performance of other sectors. The energy sectors are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, energy sector companies are subject to substantial government regulation and changes in the regulatory environment for energy companies may adversely impact their profitability. Infrastructure companies may incur environmental costs and liabilities due to the nature of their businesses and the substances they handle. Changes in existing laws, regulations or enforcement policies governing the energy sector could significantly increase compliance costs. Certain companies could, from time to time, be held responsible for implementing remediation measures, the cost of which may not be recoverable from insurance. Over time, depletion of natural gas reserves and other energy reserves may also affect the profitability of energy companies. |
· | Equity Risk. Common stocks are susceptible to general stock market fluctuations, volatile increases and decreases in value as market confidence in and perceptions of their issuers change, and unexpected trading activity among retail investors. Factors that may influence the price of equity securities include developments affecting a specific company or industry, or changing economic, political or market conditions. Preferred stocks are subject to the risk that the dividend on the stock may be changed or omitted by the issuer, and that participation in the growth of an issuer may be limited. |
· | Gap Risk. The Fund is subject to the risk that a stock price or derivative value will change dramatically from one level to another with no trading in between and/or before the Fund can exit the investment. Usually such movements occur when there are adverse news announcements, which can cause a stock price or derivative value to drop substantially from the previous day’s closing price. For example, the price of a stock can drop from its closing price one night to its opening price the next morning. The difference between the two prices is the gap. Trading halts may lead to gap risk. |
· | Geographic and Sector Risk. If the Fund invests a significant portion of its total assets in securities of issuers within the same state, geographic region or economic sector, an adverse economic, business or political development or natural or other event, including war, terrorism, natural and environmental disasters, epidemics, pandemics and other public health crises, affecting that state, region or sector may affect the value of the Fund’s investments more than if its investments were not so concentrated in such geographic region or economic sector. |
· | IPO Risk. The market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. |
· | Leveraging Risk. The use of certain derivatives may increase leveraging risk and adverse changes in the value or level of the underlying asset, rate, or index may result in a loss substantially greater than the amount paid for the derivative. The use of leverage may exaggerate any increase or decrease in the net asset value, causing the Fund to be more volatile. The use of leverage may increase expenses and increase the impact of the Fund’s other risks. Certain derivatives require the Fund to make margin payments, a form of security deposit intended to protect against nonperformance of the derivative contract. The Fund may have to post additional margin if the value of the derivative position changes in a manner adverse to the Fund. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations, to meet additional margin requirements, or to meet regulatory requirements resulting in increased volatility of returns. Leverage, including borrowing, may cause the Fund to be more volatile than if the Fund had not been leveraged. |
· | Liquidity Risk. There is risk that the Fund may not be able to pay redemption proceeds within the time periods described in this Prospectus because of unusual market conditions, an unusually high volume of redemption requests, legal restrictions impairing its ability to sell particular securities or close derivative positions at an advantageous market price or other reasons. Certain portfolio securities may be less liquid than others, which may make them difficult or impossible to sell at the time and the price that the Fund would like or difficult to value. The Fund may have to lower the price, sell other securities instead or forgo an investment opportunity. Any of these events could have a negative effect on fund management or performance. Funds with principal investment strategies that involve investments in securities of companies with smaller market capitalizations, foreign securities, Rule 144A securities, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. All of these risks may increase during periods of market turmoil, such as that experienced in 2020 with COVID-19, and could have a negative effect on the Fund’s performance. |
· | Management Risk. The risk that investment strategies employed by the Advisor in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other similar investment vehicles having similar investment strategies. The net asset value of the Fund changes daily based on the performance of the securities in which it invests. The Advisor’s judgments about the attractiveness, value and potential appreciation of particular securities in which the Fund invests may prove to be incorrect and may not produce the desired results. |
· | Market Capitalization Risk. Investing in larger-sized companies subjects the Fund to the risk that larger companies may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and that they may be less capable of responding quickly to competitive challenges and industry changes. Because the Fund may invest in companies of any size, its share price could be more volatile than a fund that invests only in large companies. Small and medium–sized companies typically have less experienced management, narrower product lines, more limited financial resources, and less publicly available information than larger companies. The earnings and prospects of small and medium sized companies are more volatile than larger companies and may experience higher failure rates than larger companies. Medium sized companies normally have a lower trading volume than larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures. |
· | Market Events Risk. There has been increased volatility, depressed valuations, decreased liquidity and heightened uncertainty in the financial markets during the past several years, including what was experienced in 2020. These conditions are an inevitable part of investing in capital markets and may continue, recur, worsen or spread. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, may take steps to support financial markets, including by keeping interest rates at historically low levels. This and other government intervention may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The U.S. government and the Federal Reserve may also reduce market support activities. Such reduction, including interest rate increases, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Fund invests. Policy and legislative changes in the United States and in other countries may also contribute to decreased liquidity and increased volatility in the financial markets. The impact of these influences on the markets, and the practical implications for market participants, may not be fully known for some time. |
COVID-19 has resulted
in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays
in healthcare service preparation and delivery, prolonged quarantines, cancellations, business and school closings, supply chain disruptions,
and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks
that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and
capital markets in ways that cannot necessarily be foreseen. On January 31, 2020, the UK exited from the EU (“Brexit”). There
is significant market uncertainty regarding Brexit’s ramifications, and the range and potential implications of possible political,
regulatory, economic, and market outcomes are difficult to predict. Brexit may cause greater market volatility and illiquidity, currency
fluctuations, deterioration in economic activity, a decrease in business confidence, and increased likelihood of a recession in the UK.
Market factors, such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while
the price of other securities rise or remain unchanged.
· | Market Risk. Overall market risk may affect the value of individual instruments in which the Fund invests. The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect the Fund’s performance. Factors such as domestic and foreign (non-U.S.) economic growth and market conditions, real or perceived adverse economic or political conditions, inflation, changes in interest rate levels, lack of liquidity in the bond or other markets, volatility in the equities market or adverse investor sentiment affect the securities markets and political events affect the securities markets. U.S. and foreign stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. Securities markets also may experience long periods of decline in value. When the value of the Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money. |
Equity securities generally
have greater price volatility than fixed income securities, although under certain market conditions fixed income securities may have
comparable or greater price volatility. During a general downturn in the securities markets, multiple asset classes may decline in value
simultaneously. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. Different sectors
of the market and different security types may react differently to such developments. Changes in value may be temporary or may last for
extended periods. The Fund may experience a substantial or complete loss on any individual security. Even when securities markets perform
well, there is no assurance that the investments held by the Fund will increase in value along with the broader market. Market factors,
such as the demand for particular portfolio securities, may cause the price of certain portfolio securities to fall while the prices of
other securities rise or remain unchanged.
Local, state, regional,
national or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions,
or other events could have a significant impact on the Fund and its investments and could result in decreases to the Fund’s net
asset value. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market
closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’
reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market
volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect
effects on the Fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market
volatility, exchange trading suspensions and closures, impact the ability to complete redemptions, and affect Fund performance. A health
crisis may exacerbate other pre-existing political, social and economic risks. In addition, the increasing interconnectedness of markets
around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a
single or small number of issuers.
· | Master Limited Partnership Risk. An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders of MLPs and the general partner, including those arising from incentive distribution payments. Additional risks of MLPs include the following: a decrease in the production of natural gas, natural gas liquids, crude oil, coal or other energy commodities or a decrease in the volume of such commodities available for transportation, mining, processing, storage or distribution may adversely impact the financial performance of MLPs or MLP-related securities. To maintain or grow their revenues, these companies need to maintain or expand their reserves through exploration of new sources of supply, through the development of existing sources, through acquisitions, or through long-term contracts to acquire reserves. The financial performance of MLPs may be adversely affected if an MLP, or the companies to whom it provides the service, are unable to cost-effectively acquire additional reserves sufficient to replace the natural decline. Various governmental authorities have the power to enforce compliance with regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of MLPs. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of MLPs. MLPs are also subject to risks that are specific to the industry they serve. MLPs that provide crude oil, refined product, natural gas liquids and natural gas services are subject to supply and demand fluctuations in the markets they serve which will be impacted by a wide range of factors, including fluctuating commodity prices, weather, increased conservation or use of alternative fuel sources, increased governmental or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic events, and economic conditions, among others. To be treated as a partnership for federal income tax purposes, an MLP must receive at least 90% of its income from qualifying sources such as interest, dividends, income and fain from mineral or natural |
resources activities, income and gain
from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards
and options with respect to commodities. If, as a result of a change in current law or a change in an MLP’s business, an MLP were
treated as a corporation for federal income tax purposes, such an MLP would be obligated to pay federal income tax on its income at the
corporate tax rates. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution
by the MLP would be reduced. Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs. The amount
of cash that any MLP has available to pay its unit holders in the form of distributions/dividends depends on the amount of cash flow generated
from such company’s operations. Cash flow from operations will vary from quarter to quarter and is largely dependent on factors
affecting the MLP’s operations and factors affecting the energy, natural resources or real estate sectors in general. MLPs were
adversely impacted by the reduced demand for oil and other energy commodities as a result of the slowdown in economic activity resulting
from the spread of the COVID-19 pandemic, which triggered an unprecedented sell-off of energy pipeline and midstream companies in 2020.
Recently, global oil prices have experienced significant volatility, including a period where an oil-price futures contract fell into
negative territory for the first time in history. Reduced production and continued oil price volatility may adversely impact the value
of the Fund’s investments in MLPs and energy infrastructure companies.
· | MLP Tax Risk. Much of the benefit that the Fund may derive from its investment in equity securities of MLPs is a result of MLPs generally being treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions and tax credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation or other form of taxable entity for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax (currently at a rate of 21%), excise tax or other form of tax on its taxable income. The classification of an MLP as a corporation or other form of taxable entity for U.S. federal income tax purposes could have the effect of reducing the amount of cash available for distribution by the MLP. In addition, it could cause such distributions paid by the MLP to be treated by the Fund as: dividend income, to the extent it is from the MLP’s earnings and profits; return of capital, to the extent the MLP’s distributions are not paid from its earnings and profits and to the extent of (and in reduction of) the Fund’s basis in its MLP interest; or gain from the sale of the Fund’s MLP interest to the extent the distribution exceeds the MLP’s earnings and profits and the Fund’s basis in its MLP interest. Thus, if any of the MLPs owned by the Fund were treated as corporations or other form of taxable entity for U.S. federal income tax purposes, the after-tax return to the Fund with respect to its investment in such MLPs could be materially reduced, which could cause a material decrease in the net asset value of the Fund’s shares. |
To the extent that the
Fund invests in the equity securities of an MLP classified as a partnership, the Fund will be required to include in its taxable income
the Fund’s allocable share of the income, gains, losses and deductions recognized by each such MLP and take into account its allocable
share of the MLP’s tax credits, regardless of whether the MLP distributes cash to the Fund. The portion of an MLP’s distributions
to the Fund, which is not derived from the MLP’s taxable income, generally will not be taxable unless the cash amount (or, in certain
cases, the value of marketable securities) distributed exceeds the Fund’s basis in its interest in the MLP. Distributions received
by the Fund from an MLP will reduce the Fund’s adjusted basis in its interest in the MLP, but not below zero. A reduced basis generally
will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the Fund for tax purposes
on the sale of its interest in the MLP. Cash distributions from an MLP to the Fund (and, in certain cases, the value of marketable securities
distributed by an MLP to the Fund) in excess of the Fund’s basis in the MLP generally will result in capital gain for the Fund as
capital gain.
Historically, energy
and certain other MLPs have been able to offset a significant portion of their taxable income with tax deductions. The percentage of an
MLP’s income that is offset by the MLP’s tax deductions will fluctuate over time. For example, new acquisitions of depreciable
property by MLPs tend to generate accelerated depreciation and other tax deductions, and therefore a decline in acquisition activity by
such MLPs owned by the Fund could increase the Fund’s current tax liability. If the percentage of the income allocated to the Fund
that is offset by tax deductions declines, or the Fund’s portfolio turnover increases, the Fund could recognize increased taxable
income and the portion of the distributions paid by the Fund that is treated as tax-deferred return of capital would be reduced and the
portion treated as taxable dividend income would be increased. This generally would result in lower after-tax returns for shareholders.
If the amount of the Fund distribution to a U.S. shareholder exceeds the Fund’s current and accumulated earnings and profits, such
excess will be treated first as a tax-free return of capital to the extent of, and in reduction of, such U.S. shareholder’s tax
basis in the shares, and thereafter as capital gain. Any such capital gain will be long-term capital gain if such U.S. shareholder has
held the applicable shares for more than one year. The portion of the distribution received by the U.S. shareholder from the Fund that
constitutes a return of capital will decrease the U.S. shareholder’s tax basis in his or her Fund shares (but not below zero), which
will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the U.S. shareholder for
tax purposes on the later sale of such Fund shares.
Depreciation or other
cost recovery deductions passed through to the Fund from investments in MLPs in a given year generally will reduce the Fund’s taxable
income (and earnings and profits), but those deductions may be recaptured in the Fund’s taxable income (and earnings and profits)
in subsequent years when the MLPs dispose of their assets or when the Fund disposes of its interests in the MLPs. When deductions are
recaptured, distributions to the Fund’s shareholders may be taxable, even though the shareholders at the time of the distribution
might not have held shares in the Fund at the time the deductions were taken by the Fund, and even though the Fund’s shareholders
at the time of the distribution will not have corresponding economic gain on their shares at the time of the distribution.
· | Non-Diversification Risk. The Fund is non-diversified, and thus may invest its assets in a smaller number of companies or instruments than many other funds. As a result, an investment in the Fund has the risk that changes in the value of a single security may have a significant effect on the Fund’s value. The Fund may be more susceptible than a diversified fund to the adverse effects of a single corporate, economic, political or regulatory occurrence. |
· | Portfolio Turnover Risk. The Fund may experience high portfolio turnover, including investments made on a shorter-term basis, which may lead to increased Fund expenses that may result in lower investment returns. High portfolio turnover may also result in higher short-term capital gains taxable to shareholders. |
· | RIC Qualification Risk. The Fund intends to qualify for treatment as a RIC under the Code, which means that the Fund must meet certain income source, asset diversification and annual distribution requirements. The Fund’s MLP investments may make it more difficult for the Fund to meet these requirements. The asset diversification requirements include a requirement that, at the end of each quarter of each taxable year, not more than 25% of the value of our total assets is invested in the securities (including debt securities) of one or more qualified publicly traded partnerships. The Fund anticipates that the MLPs in which it invests will be qualified publicly traded partnerships, which include MLPs that satisfy a qualifying income test described above and in the Fund’s SAI. If the Fund’s MLP investments exceed this 25% limitation, which could occur, for example, if the Fund’s investment in an MLP affiliate were re-characterized as an investment in an MLP, then the Fund would not satisfy the diversification requirements and could fail to qualify as a RIC. If, in any year, the Fund fails to qualify as a RIC for any reason, the Fund would be taxed as an ordinary corporation and would become (or remain) subject to corporate income tax. The resulting corporate taxes could substantially reduce the Fund’s net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on the Fund and its shareholders. In such case, distributions to shareholders generally would be eligible (i) for treatment as qualified dividend income in the case of individual shareholders, and (ii) for the dividends-received deduction in the case of corporate shareholders, provided certain holding period requirements are satisfied. In such circumstances, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a RIC that is accorded special treatment. |
- Volatility Risk. The Fund’s investments may appreciate
or decrease significantly in value over short periods of time. The value of an investment in the Fund’s portfolio may fluctuate
due to factors that affect markets generally or that affect a particular industry or sector. The value of an investment in the Fund’s
portfolio may also be more volatile than the market as a whole. This volatility may affect the Fund’s net asset value per share,
including by causing it to experience significant increases or declines in value over short periods of time. Events or financial circumstances
affecting individual investments, industries or sectors may increase the volatility of the Fund.
Portfolio Holdings Disclosure
A description of the Fund’s policies regarding
the release of portfolio holdings information is available in the Fund’s SAI. Shareholders may request portfolio holdings schedules
at no charge by calling 1-833-RECURRENT (1-833-732-8773).
The Fund’s top ten portfolio holdings for each
calendar quarter are posted on the Fund’s website, www.recurrentfunds.com no later than ten business days after the end of each
calendar quarter. This posted information generally remains accessible until the Fund posts the information for the next calendar quarter
to the Fund’s website.
Changes of
Investment Policies
In accordance
with Rule 35d-1 under the 1940 Act, the Fund adopted a non-fundamental investment policy that it will, under normal market conditions,
invest at least 80% of its net assets (plus any borrowings for investment purposes) in energy infrastructure and master limited partnership
(“MLP”) investments. This requirement is applied at the time of investment. The 80% investment policy of the Fund may be changed
at any time by the Board of Trustees. Shareholders will be given written notice at least 60 days prior to any change by the Fund of its
80% investment policy.
MANAGEMENT
Investment Advisor
Recurrent Investment Advisors, LLC (“Recurrent”
or the “Advisor”), a Texas limited liability company with principal offices at 3801 Kirby Drive, Suite 654, Houston, TX 77098,
serves as the investment advisor for the Fund. The Advisor is a recently formed investment advisor registered with the U.S. Securities
and Exchange Commission (the “SEC”) and as of the date of this Prospectus, the Recurrent MLP & Infrastructure Fund is
the only series of the Trust for which it serves as investment advisor. Subject to the supervision of the Fund’s Board of Trustees,
the Advisor is responsible for managing the Fund’s investments, executing transactions and providing related administrative services
and facilities under an Investment Advisory Agreement between the Fund and the Advisor.
The Advisor has entered into an advisory agreement
with the Fund, whereby the Advisor is entitled to receive an annual fee equal to a 0.90% of the Fund’s average daily net assets.
In addition to investment advisory fees, the Fund
pays other expenses including costs incurred in connection with the maintenance of its securities law registration, printing and mailing
prospectuses and Statements of Additional Information to shareholders, certain financial accounting services, taxes or governmental fees,
custodial, transfer and shareholder servicing agent costs, expenses of outside counsel and independent accountants, preparation of shareholder
reports and expenses of trustee and shareholders meetings. For the fiscal year ended October 31, 2021, the aggregate fee paid to the Advisor
was 0.90% of the Fund’s average daily net assets.
The Advisor has contractually agreed to reduce the
Fund’s fees and/or to make payments to limit Fund expenses until at least March 1, 2023 so that the total annual operating expenses
(exclusive of any front-end or contingent deferred loads; brokerage fees and commissions; acquired fund fees and expenses; borrowing costs,
such as interest and dividend expenses on securities sold short; taxes; and extraordinary expenses, such as litigation expenses) of the
Fund do not exceed the following expense ratios:
Fund | Class I |
Recurrent MLP & Infrastructure Fund | 1.25% |
These fee waivers and expense reimbursements are subject
to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the fees have been waived
or reimbursed) if such recoupment can be achieved within the foregoing expense limits as well as any expense limitation that was in effect
at the time the reimbursement was made.
A discussion regarding the basis for the Board of
Trustees’ approval of the investment advisory agreement with respect to the Fund is available in the Fund’s October 31, 2021
annual shareholder report.
Portfolio Managers
Mark Laskin, CFA is
the co-portfolio manager of the Recurrent MLP & Infrastructure Fund. Mr. Laskin joined Recurrent Investment Advisors, LLC in 2017
and has over 18 years of portfolio management experience. Prior to joining Recurrent Investment Advisors, LLC, Mr. Laskin was the Chief
Investment Officer at BP Capital Fund Advisors from 2013-2017, and was the Lead Portfolio Manager of the BP Capital TwinLine Energy Fund.
He served as a portfolio manager for Invesco and Morgan Stanley Investment Management (MSIM) from 2000 to 2013. During his tenure with
MSIM, Mr. Laskin served as Director of Equity Research and managed the Morgan Stanley Natural Resources Development Securities Fund. He
earned a B.A. from Swarthmore College and an M.B.A. in Finance from The Wharton School of Business, University of Pennsylvania.
Brad Olsen is the
Lead Portfolio Manager of the Recurrent MLP & Infrastructure Fund. Mr. Olsen joined Recurrent Investment Advisors, LLC in 2017 and
has over 11 years of portfolio management experience. Prior to joining Recurrent Investment Advisors, LLC, Mr. Olsen was the Lead Portfolio
Manager of BP Capital Fund Advisors’ BP Capital TwinLine MLP Fund. Mr. Olsen led Midstream research for Tudor, Pickering and Holt
& Co. (TPH & Co.), worked in investment roles at Eagle Global Advisors and Millennium International, and Strome Investment Management.
He began his career at UBS Investment Bank. He earned his B.A. in Philosophy, Political Science, and Slavic Studies from Rice University.
The Fund’s SAI provides additional information
about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers, and the Portfolio Managers’
ownership of securities in the Fund.
HOW SHARES
ARE PRICED
The net asset value (“NAV”) and offering
price (NAV plus any applicable sales charges) of each class of shares is determined at 4:00 p.m. (Eastern Time) on each day the New York
Stock Exchange (“NYSE”) is open for business. NAV is computed by determining, on a per class basis, the aggregate market value
of all assets of the Fund, less its liabilities, divided by the total number of shares outstanding ((assets liabilities)/number of shares
= NAV). The NYSE is closed on weekends and Juneteenth, New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV takes into account, on a per class basis,
the expenses and fees of the Fund, including management, administration, and distribution fees, which are accrued daily. The determination
of NAV for a share class for a particular day is applicable to all applications for the purchase of shares, as well as all requests for
the redemption of shares, received by the Fund (or an authorized broker or agent, or its authorized designee) before the close of trading
on the NYSE on that day.
Generally, the Fund’s securities are valued
each day at the last quoted sales price on each security’s primary exchange. Securities traded or dealt in upon one or more securities
exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions against resale
shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean
between the current bid and ask prices on such exchange. Securities primarily traded in the National Association of Securities Dealers’
Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available shall be valued
using the NASDAQ Official Closing Price. Securities that are not traded or dealt in any securities exchange (whether domestic or foreign)
and for which over-the-counter market quotations are readily available generally shall be valued at the last sale price or, in the absence
of a sale, at the mean between the current bid and ask price on such over-the-counter market. Debt securities not traded on an exchange
may be valued at prices supplied by a pricing agent(s) based on broker or dealer supplied valuations or matrix pricing, a method of valuing
securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity.
In accordance
with procedures approved by the Board (“Valuation Procedures”), if market quotations are not readily available, securities
will be valued at their fair market value as determined in good faith by the Advisor in accordance with procedures approved by the Board
and evaluated by the Board as to the reliability of the fair value method used. In these cases, the Fund’s NAV will reflect certain
portfolio securities’ fair value rather than their market price. Fair value pricing involves subjective judgments and it is possible
that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security.
The fair value prices can differ from market prices when they become available or when a price becomes available. The Board has delegated
execution of these procedures to a fair value committee composed of one or more officers from each of the (i) Fund’s management,
(ii) administrator, and (iii) Advisor. The team may also enlist third party consultants such as an audit firm or financial officer of
a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board reviews and considers the determinations
reached by the fair value committee in ratifying the fair value committee’s application of the fair valuation methodologies employed.
The Fund may use independent pricing services to assist
in calculating the fair market value of the Fund’s securities. In addition, market prices for foreign securities are not determined
at the same time of day as the NAV for the Fund. In computing the NAV, the Fund values foreign securities held by the Fund at the latest
closing price on the exchange in which they are traded immediately prior to closing of the NYSE. Prices of foreign securities quoted in
foreign currencies are translated into U.S. dollars at current rates. If events materially affecting the value of a security in the Fund’s
portfolio, particularly foreign securities, occur after the close of trading on a foreign market but before the Fund prices its shares,
the security will be valued at fair value. For example, if trading in a portfolio security is halted and does not resume before the Fund
calculates its NAV, the Advisor may need to price the security using the Fund’s fair value pricing guidelines. Without a fair value
price, short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation
of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no
assurance that fair value pricing policies will prevent dilution of the Fund’s NAV by short term traders. The determination of fair
value involves subjective judgments. As a result, using fair value to price a security may result in a price materially different from
the prices used by other mutual funds to determine NAV, or from the price that may be realized upon the actual sale of the security.
With respect to any portion of the Fund’s assets
that are invested in one or more open-end management investment companies registered under the 1940 Act, the Fund’s NAV is calculated
based upon the NAVs of those open-end management investment companies, and the prospectuses for these companies explain the circumstances
under which those companies will use fair value pricing and the effects of using fair value pricing.
HOW TO PURCHASE
SHARES
Class I Shares:
Class I shares of the Fund are sold at NAV without
an initial sales charge and are not subject to 12b-1 distribution fees. This means that 100% of your initial investment is placed into
shares of the Fund. Class I shares require a minimum initial investment of $2,500 and the minimum subsequent investment is $500.
Class I shares are available to certain institutional
investors, and directly to certain individual investors as set forth below:
· | Institutional Investors may include, but are not limited to, corporations, retirement plans, foundations/endowments and investors who purchase through a wrap account offered through a selling group member that enters into a wrap fee program agreement with the Distributor. |
· | Individual Investors include trustees, officers and employees of the Trust and its affiliates, and immediate family members of all such persons. |
· | Clients of Advisor or purchases referred through the Advisor. |
· | To investors on certain brokerage platforms. |
For accounts sold through financial intermediaries,
it is the primary responsibility of the financial intermediary to ensure compliance with eligibility requirements such as investor type
and investment minimums. An investor transacting through a broker acting as an agent for the investor may be required to pay a commission
and/or other forms of compensation to the broker. There is no investment minimum on reinvested
distributions, and the Fund may change investment minimums at any time. The Fund and the Advisor may each waive investment minimums at
their individual discretion. Class I shares may not be available for purchase in all states.
Purchasing Shares: You may purchase shares
of the Fund by sending a completed application form (the “Application”) to the following address:
Regular/Express Mail c/o Ultimus Fund Solutions, LLC | Overnight Recurrent MLP & Infrastructure Fund c/o Ultimus Fund Solutions, LLC 4221 North 203rd Street, Ste. 100 Elkhorn, NE 68022 |
The USA PATRIOT Act requires financial institutions,
including the Fund, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the
identity of customers opening new accounts. As requested on the Application, you should supply your full name, date of birth, social security
number and permanent street address. Mailing addresses containing a P.O. Box will not be accepted. This information will assist the Fund
in verifying your identity. Until such verification is made, the Fund may temporarily limit additional share purchases. In addition, the
Fund may limit additional share purchases or close an account if it is unable to verify a shareholder’s identity. As required by
law, the Fund may employ various procedures, such as comparing the information to fraud databases or requesting additional information
or documentation from you, to ensure that the information supplied by you is correct.
Purchase through Brokers: You may invest in
the Fund through brokers or agents who have entered into selling agreements with the Fund’s distributor. The brokers and agents
are authorized to receive purchase and redemption orders on behalf of the Fund. Such brokers are authorized to designate other intermediaries
to receive purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption
order when an authorized broker or its designee receives the order. The broker or agent may set their own initial and subsequent investment
minimums. You may be charged a fee if you use a broker or agent to buy or redeem shares of the Fund. Finally, various servicing agents
use procedures and impose restrictions that may be in addition to, or different from those applicable to investors purchasing shares directly
from the Fund. You should carefully read the program materials provided to you by your servicing agent.
Purchase by Wire: If you wish to wire money
to make an investment in the Fund, please call the Fund at 1-833-RECURRENT (1-833-732-8773) for wiring instructions and to
notify the respective Fund that a wire transfer is coming. Any commercial bank can transfer same-day funds via wire. The Fund will normally
accept wired funds for investment on the day received if they are received by the respective Fund’s designated bank before the close
of regular trading on the NYSE. Your bank may charge you a fee for wiring same-day funds.
Automated Clearing House (ACH) Purchase: Current
shareholders may purchase additional shares via Automated Clearing House (“ACH”). To have this option added to your account,
please send a letter to the Fund requesting this option and supply a voided check for the bank account. Only bank accounts held at domestic
institutions that are ACH members may be used for these transactions.
You may use ACH transactions for your initial purchase
of Fund shares, when opening an account online (maximum initial purchase of $250,000). ACH purchases will be effective at the closing
price per share on the business day after the order is placed. The Fund may alter, modify or terminate this purchase option at any time.
Shares purchased by ACH will not be available for
redemption until the transactions have cleared. Shares purchased via ACH transfer may take up to 15 days to clear.
Purchase through www.recurrentfunds.com: You
may purchase shares of the Fund and redeem the Fund’s shares through the website www.recurrentfunds.com. To establish Internet
transaction privileges you must enroll through the website. You automatically have the ability to establish Internet transaction privileges
unless you decline the privileges on your New Account Application or IRA Application. You will be required to enter into a user’s agreement
through the website in order to enroll in these privileges. In order to conduct Internet transactions, you must have telephone transaction
privileges. To purchase shares through the website you must also have ACH instructions on your account.
Redemption proceeds may be sent to you by check to
the address of record, or if your account has existing bank information, by wire or ACH. Only bank accounts held at domestic financial
institutions that are ACH members can be used for transactions through the website. Transactions through the website are subject to the
same minimums as other transaction methods.
You should be aware that the Internet is an unsecured,
unstable, unregulated and unpredictable environment. Your ability to use the website for transactions is dependent upon the Internet and
equipment, software, systems, data and services provided by various vendors and third parties. While the Fund and its Service Providers
have established certain security procedures, the Fund, its distributor and its transfer agent cannot assure you that trading information
will be completely secure.
There may also be delays, malfunctions, or other inconveniences
generally associated with this medium. There also may be times when the website is unavailable for Fund transactions or other purposes.
Should this happen, you should consider purchasing or redeeming shares by another method. Neither the Fund or its transfer agent, distributor
or adviser will be liable for any such delays or malfunctions or unauthorized interception or access to communications or account information.
Automatic Investment Plan: You may participate
in the Fund’s Automatic Investment Plan, an investment plan that automatically moves money from your bank account and invests it
in the Fund through the use of electronic funds transfers or automatic bank drafts. You may elect to make subsequent investments by transfers
of a minimum of $100 on specified days of each month into your established Fund account. Please contact the Fund at 1-833-RECURRENT (1-833-732-8773)
for more information about the respective Fund’s Automatic Investment Plan.
Minimum and Additional Investment Amounts: The
minimum initial investment for Class I shares is $2,500. The minimum additional investment for Class I shares is $500. There is no minimum
investment requirement when you are buying shares by reinvesting dividends and distributions from the Fund. The Fund reserves the right
to waive or change any investment minimum requirement. These minimum investment requirements do not apply to investors who purchase shares
through certain advisory programs offered by financial intermediaries. Investors purchasing shares through these programs should consult
their financial intermediary for information about any minimum investment requirements.
The Fund, however, reserves the right, in its sole
discretion, to reject any application to purchase shares. Applications will not be accepted unless they are accompanied by a check drawn
on a U.S. bank, thrift institutions, or credit union in U.S. funds for the full amount of the shares to be purchased. After you open an
account, you may purchase additional shares by sending a check together with written instructions stating the name(s) on the account and
the account number, to the above address. Make all checks payable to the Recurrent MLP & Infrastructure Fund. The Fund will not accept
payment in cash, including cashier’s checks or money orders. Also, to prevent check fraud, the Fund will not accept third party
checks, U.S. Treasury checks, credit card, checks, or starter checks for the purchase of shares. Redemptions
of Shares of the Fund purchased by check may be subject to a hold period until the check has been cleared by the issuing bank. To avoid
such holding periods, Shares may be purchased through a broker or by wire, as described in this section.
Note: Ultimus Fund Solutions, LLC, the Fund’s
transfer agent, will charge a $25 fee against a shareholder’s account, in addition to any loss sustained by the Fund, for any check
returned to the transfer agent for insufficient funds.
When Order is Processed: All shares will be
purchased at the NAV per share (plus applicable sales charges, if any) next determined after the Fund receives your application or request
in good order. All requests received in good order by the Fund before 4:00 p.m. (Eastern Time) will be processed on that same day. Requests
received after 4:00 p.m. (Eastern Time) will be processed on the next business day.
Good Order: When making a purchase request,
make sure your request is in good order. “Good order” means your purchase request includes:
· | the dollar amount of shares to be purchased; |
· | a completed purchase application or investment stub; and |
· | check payable to the “Recurrent MLP & Infrastructure Fund.” |
Retirement Plans: You may purchase shares of
the Fund for your individual retirement plans. Please call the Fund at 1-833-RECURRENT (1-833-732-8773) for the most current listing and
appropriate disclosure documentation on how to open a retirement account.
HOW TO REDEEM
SHARES
Redeeming Shares: If you hold shares directly
through an account with the Fund, you may redeem all or any portion of the shares credited to your account by submitting a written request
for redemption to:
Regular/Express Mail c/o Ultimus Fund Solutions, LLC | Overnight Recurrent MLP & Infrastructure Fund c/o Ultimus Fund Solutions, LLC 4221 North 203rd Street, Ste. 100 Elkhorn, NE 68022 |
Redemptions by Telephone: The telephone redemption
privilege is automatically available to all new accounts. If you do not want the telephone redemption privilege, you must indicate this
in the appropriate area on your account application or you must write to the Fund and instruct it to remove this privilege from your account.
The proceeds, which are equal to number of shares times NAV less any applicable deferred sales charges or redemption fees, will be sent
by mail to the address designated on your account or sent electronically, via ACH or wire, directly to your existing account in a bank
or brokerage firm in the United States as designated on your application. To redeem by telephone, call the Fund at 1-833-RECURRENT (1-833-732-8773).
The redemption proceeds normally will be sent by mail or electronically within three business days after receipt of your telephone instructions.
During periods of high market activity, you may encounter
higher than usual wait times. Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior
to market close. Neither the Fund nor its transfer agent will be held liable if you are unable to place your trade due to high call volume.
The Fund reserves the right to suspend the telephone
redemption privileges with respect to your account if the name(s) or the address on the account has been changed within the previous 30
days. Neither the Fund, its transfer agent, nor its respective affiliates will be liable for complying with telephone instructions they
reasonably believe to be genuine or for any loss, damage, cost or expenses in acting on such telephone instructions and you will be required
to bear the risk of any such loss. The Fund or the transfer agent, or both, will employ reasonable procedures to determine that telephone
instructions are genuine. If the Fund and/or the transfer agent do not employ these procedures, they may be liable to you for losses due
to unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification prior
to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone instructions.
Redemptions through Broker: If shares of the
Fund are held by a broker-dealer, financial institution or other servicing agent, you must contact that servicing agent to redeem shares
of the applicable Fund. The servicing agent may charge a fee for this service.
Redemptions by Wire: You may request that your
redemption proceeds be wired directly to your bank account. The Fund’s transfer agent imposes a $15 fee for each wire redemption
and deducts the fee directly from your account. Your bank may also impose a fee for the incoming wire.
Systematic Withdrawal Plan: If your individual
account, IRA or other qualified plan account has a current account value of at least $10,000, you may participate in the Fund’s
Systematic Withdrawal Plan, an investment plan that automatically moves money to your bank account from the Fund through the use of electronic
funds transfers. You may elect to make subsequent withdrawals by transfers of a minimum of $100 on specified days of each month into your
established bank account. Please contact the Fund at
1-833-RECURRENT (1-833-732-8773) for more information about the Fund’s Automatic Withdrawal Plan.
Sources of Redemption Payments and Redemptions
in Kind: It is expected that payment of redemption proceeds will normally be made from uninvested cash or short-term investments,
or proceeds from the sale of portfolio securities. It is possible that stressed market conditions or large shareholder redemptions may
result in the need for utilization of the Fund’s ability to redeem in kind in order to meet shareholder redemption requests. The
Fund reserves the right to honor requests for redemption or repurchase orders made by a shareholder during any 90-day period by making
payment in whole or in part in portfolio securities (“redemption in kind”) if the amount of such a request is large enough
to affect operations (if the request is greater than the lesser of $250,000 or 1% of the respective Fund’s net assets at the beginning
of the 90-day period). The securities will be chosen by the Fund and valued using the same procedures as used in calculating the Fund’s
NAV. A shareholder may incur transaction expenses in converting these securities to cash.
When Redemptions are Sent: Once the Fund receives
your redemption request in “good order” as described below, it will issue a check based on the next determined NAV following
your redemption request. The redemption proceeds normally will be sent by mail or by wire within three business days after receipt of
a request in “good order.” If you purchase shares using a check and soon after request a redemption, your redemption proceeds,
which are payable at the next determined NAV following the receipt of your redemption request in “good order”, as described
below, will not be sent until the check used for your purchase has cleared your bank.
Good Order: Your redemption request will be
processed if it is in “good order.” To be in good order, the following conditions must be satisfied:
· | The request should be in writing, unless redeeming by telephone, indicating the number of shares or dollar amount to be redeemed; |
· | The request must identify your account number; |
· | The request should be signed by you and any other person listed on the account, exactly as the shares are registered; and |
· | If you request that the redemption proceeds be sent to a person, bank or an address other than that of record or paid to someone other than the record owner(s), or if the address was changed within the last 30 days, or if the proceeds of a requested redemption exceed $50,000, the signature(s) on the request must be medallion signature guaranteed by an eligible signature guarantor. |
When You Need Medallion Signature Guarantees:
If you wish to change the bank or brokerage account that you have designated on your account, you may do so at any time by writing
to the Fund with your signature guaranteed. A medallion signature guarantee assures that a signature is genuine and protects you from
unauthorized account transfers. You will need your signature guaranteed if:
· | you request a redemption to be made payable to a person not on record with the Fund; |
· | you request that a redemption be mailed to an address other than that on record with the Fund; |
· | the proceeds of a requested redemption exceed $50,000; |
· | any redemption is transmitted by federal wire transfer to a bank other than the bank of record; or |
· | your address was changed within 30 days of your redemption request. |
Signatures may be guaranteed by any eligible guarantor
institution (including banks, brokers and dealers, credit unions, national securities exchanges, registered securities associations, clearing
agencies and savings associations). Further documentation will be required to change the designated account if shares are held by a corporation,
fiduciary or other organization. A notary public cannot guarantee signatures.
Retirement Plans: If you own an IRA or other
retirement plan, you must indicate on your redemption request whether the Fund should withhold federal income tax. Unless you elect in
your redemption request that you do not want to have federal tax withheld, the redemption will be subject to withholding.
Low Balances: If at any time your account balance
falls below $2,000 ($1,000 for retirement accounts), the Fund may notify you that, unless the account is brought up to at least $2,000
($1,000 for retirement accounts) within 30 days of the notice, your account could be closed. After the notice period, the Fund may redeem
all of your shares and close your account by sending you a check to the address of record. Your account will not be closed if the account
balance drops below $2,000 ($1,000 for retirement accounts) due to a decline in NAV.
FREQUENT PURCHASES
AND REDEMPTIONS OF FUND SHARES
The Fund discourages and does not accommodate
market timing. Frequent trading into and out of the Fund can harm the Fund’s shareholders by disrupting that Fund’s investment
strategies, increasing Fund expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders. The Fund
is designed for long-term investors and is not intended for market timing or other disruptive trading activities. Accordingly, the Fund’s
Board has approved policies that seek to curb these disruptive activities while recognizing that shareholders may have a legitimate need
to adjust their Fund investments as their financial needs or circumstances change. The Fund currently uses several methods to reduce the
risk of market timing. These methods include:
· | Committing staff to review, on a continuing basis, recent trading activity in order to identify trading activity that may be contrary to the Fund’s “Market Timing Trading Policy”; |
· | Rejecting or limiting specific purchase requests; and |
· | Rejecting purchase requests from certain investors. |
Though these methods involve judgments that are inherently
subjective and involve some selectivity in their application, the Fund seeks to make judgments and applications that are consistent with
the interests of the Fund’s shareholders.
Based on the frequency of redemptions in your account,
the Advisor or transfer agent may in its sole discretion determine that your trading activity is detrimental to the Fund as described
in the Fund’s Market Timing Trading Policy and elect to (i) reject or limit the amount, number, frequency or method for requesting
future purchases into the Fund and/or (ii) reject or limit the amount, number, frequency or method for requesting future exchanges or
redemptions out of the Fund.
The Fund reserves the right to reject or restrict
purchase requests for any reason, particularly when the shareholder’s trading activity suggests that the shareholder may be engaged
in market timing or other disruptive trading activities. Neither the Fund nor the Advisor will be liable for any losses resulting from
rejected purchase orders. The Advisor may also bar an investor who has violated these policies (and the investor’s financial adviser)
from opening new accounts with the Fund.
Although the Fund attempts to limit disruptive trading
activities, some investors use a variety of strategies to hide their identities and their trading practices. There can be no guarantee
that the Fund will be able to identify or limit these activities. Omnibus account arrangements are common forms of holding shares of the
Fund. While the Fund will encourage financial intermediaries to apply the respective Fund’s Market Timing Trading Policy to their
customers who invest indirectly in the Fund, the Fund is limited in its ability to monitor the trading activity or enforce the respective
Fund’s Market Timing Trading Policy with respect to customers of financial intermediaries. For example, should it occur, the Fund
may not be able to detect market timing that may be facilitated by financial intermediaries or made difficult to identify in the omnibus
accounts used by those intermediaries for aggregated purchases, exchanges and redemptions on behalf of all their customers. More specifically,
unless the financial intermediaries have the ability to apply the Fund’s Market Timing Trading Policy to their customers through
such methods as implementing short-term trading limitations or restrictions and monitoring trading activity for what might be market timing,
the Fund may not be able to determine whether trading by customers of financial intermediaries is contrary to the Fund’s Market
Timing Trading Policy. Brokers maintaining omnibus accounts with the Fund have agreed to provide shareholder transaction information to
the extent known to the broker to the Fund upon request. If the Fund or its transfer agent or shareholder servicing agent suspects there
is market timing activity in the account, the Fund will seek full cooperation from the service provider maintaining the account to identify
the underlying participant. At the request of the Advisor, the service providers may take immediate action to stop any further short-term
trading by such participants.
TAX STATUS,
DIVIDENDS AND DISTRIBUTIONS
Dividends and Distributions: Income dividends
are derived from net investment income (i.e., interest and other income, less any related expenses) the Fund earns from its portfolio
securities and other investments. Capital gain distributions are derived from gains realized when the Fund sells a portfolio security.
Long-term capital gains are derived from gains realized when the Fund sells a portfolio security it has owned for more than one year,
and short-term capital gains are derived from gains realized when a portfolio security was owned for one year or less. The Fund must report
to the IRS and furnish to shareholders the cost basis information for shares purchased and sold. The Fund has chosen average cost as its
standing (default) tax lot identification method for all shareholders, which means this is the method the Fund will use to determine which
specific shares are deemed to be sold when there are multiple purchases on different dates at differing NAVs, and the entire position
is not sold at one time. Shareholders may, however, choose a method other than the Fund’s standing method at the time of their purchase
or upon sale of covered shares. Shareholders should consult their tax advisors to determine the best IRS-accepted cost basis method for
their tax situation and to obtain more information about how cost basis reporting applies to them. Shareholders also should carefully
review the cost basis information provided to them by the Fund and make any additional basis, holding period or other adjustments that
are required when reporting these amounts on their federal income tax returns.
You may change the manner
in which your dividends are paid at any time by writing to:
Recurrent MLP & Infrastructure
Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 541150
Omaha, Nebraska 68154
The Fund currently anticipates
distributing to its shareholders quarterly at a rate that is approximately equal to the distribution rate the Fund receives from the energy
infrastructure companies in which it invests, including income, if any.
All distributions of the Fund are reinvested in additional
shares, unless you elect to receive distributions in cash. For federal and state income tax purposes, distributions are treated the same
whether they are received in cash or reinvested. Shares become entitled to receive distributions on the day after the shares are issued.
If you elect to receive distributions in cash and the U.S. Postal Service cannot deliver your check, or if a check remains uncashed for
six months, the Fund reserve the right to reinvest the distribution check in your account at the Fund’s then current NAV and to
reinvest all subsequent distributions.
You may change the manner in which your dividends are paid at any time
by writing to:
Recurrent MLP & Infrastructure
Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 541150
Omaha, Nebraska 68154
Taxes
The following is a summary of certain United States
tax considerations relevant under current law, which may be subject to change in the future. Except where otherwise indicated, the summary
assumes you are a U.S. citizen or resident or otherwise subject to U.S. federal income tax. If an entity or arrangement treated as a partnership
for U.S. federal income tax purposes holds shares of the Fund, the U.S. federal income tax treatment of a partner in such partnership
generally will depend upon the status of the partner and activities of the partnership. You should consult your tax adviser for further
information regarding federal, state, local and/or foreign tax consequences relevant to your specific situation. Additional information
about taxes is available in the Fund’s SAI.
The Fund contemplates distributing as dividends each
year substantially all of its taxable income, including its net capital gain (the excess of net long-term capital gain over net short-term
capital loss). Except as otherwise noted below, you will generally be subject to federal income tax on Fund distributions to you regardless
whether they are paid in cash or reinvested in additional shares. Fund distributions attributable to short-term capital gains and net
investment income will generally be taxable to you as ordinary income, except as discussed below.
Distributions attributable to the net capital gain
of the Fund generally are taxable to you as long-term capital gain, regardless of how long you have held your shares. The maximum long-term
capital gain rate applicable to individuals, estates and trusts is currently 23.8% (which includes a 3.8% Medicare tax on certain investment
company taxable income (e.g., ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions
or other taxable dispositions of Fund shares) if such person’s “modified adjusted gross income” (in the case of an individual)
or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold amounts).
Distributions of “qualifying dividends”
will also generally be taxable to you at long-term capital gain rates, as long as certain requirements are met. In general, if 95% or
more of the gross income of the Fund (other than net capital gain) consists of dividends received from domestic corporations or “qualified”
foreign corporations (“qualifying dividends”), then all distributions paid by the Fund to individual shareholders will be
taxed at long-term capital gain rates. But if less than 95% of the gross income of the Fund (other than net capital gain) consists of
qualifying dividends, then distributions paid by the Fund to individual shareholders will be qualifying dividends only to the extent they
are derived from qualifying dividends earned by the Fund. For the lower rates to apply, you must have owned your Fund shares for at least
61 days during the 121-day period beginning on the date that is 60 days before the Fund’s ex-dividend date (and the Fund will need
to have met a similar holding period requirement with respect to the shares of the corporation paying the qualifying dividend). The amount
of the Fund’s distributions that qualify for this favorable treatment may be reduced as a result of the Fund’s securities
lending activities (if any), a high portfolio turnover rate or investments in debt securities or non-qualified foreign corporations.
Distributions from the Fund will generally be taxable
to you in the taxable year in which they are paid, with one exception. Distributions declared by the Fund in October, November or December
and paid in January of the following year are taxed as though they were paid on December 31. You will be notified annually of the tax
status of distributions to you.
A portion of distributions attributable to investments
in U.S. corporations paid by the Fund to shareholders who are corporations may also qualify for the dividends-received deduction for corporations,
subject to certain holding period requirements and debt financing limitations. The amount of such dividends qualifying for this deduction
may, however, be reduced as a result of the Fund’s securities lending activities (if any), by a high portfolio turnover rate or
by investments in debt securities.
You should note that if you purchase shares just before
a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will be taxed on the entire amount of
the distribution received, even though, as an economic matter, the distribution simply constitutes a return of capital. This adverse tax
result is known as “buying into a dividend.”
You will generally recognize taxable gain or loss
for federal income tax purposes on a sale, exchange or redemption of your shares based on the difference between your tax basis in the
shares and the amount you receive for them. Generally, you will recognize long-term capital gain or loss if you have held your Fund
shares for over twelve months at the time you dispose of them.
Any loss realized on shares held for six months or
less will be treated as a long term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally,
any loss realized on a disposition of shares of the Fund may be disallowed under “wash sale” rules to the extent the shares
disposed of are replaced with other shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the
shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Fund.
If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares acquired.
The Fund (or relevant broker or financial adviser)
is required to compute and report to the IRS and furnish to Fund shareholders cost basis information when such shares are sold or exchanged.
The Fund has elected to use the average cost method, unless you instruct the Fund to use a different IRS-accepted cost basis method, or
choose to specifically identify your shares at the time of each sale or exchange. If your account is held by your broker or other financial
adviser, they may select a different cost basis method. In these cases, please contact your broker or other financial adviser to obtain
information with respect to the available methods and elections for your account. You should carefully review the cost basis information
provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts
on your federal and state income tax returns. Fund shareholders should consult with their tax advisers to determine the best IRS-accepted
cost basis method for their tax situation and to obtain more information about how the cost basis reporting requirements apply to them.
One major exception to the preceding tax principles
is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax qualified plan) will not be currently
taxable unless such shares were acquired with borrowed funds.
If you (i) fail to provide a correct taxpayer identification
number in the manner required; (ii) are subject to backup withholding by the IRS for failure to properly include on your return payments
of taxable interest or dividends; or (iii) fail to certify that you are not subject to backup withholding when required to do so or that
you are an “exempt recipient,” the IRS may, in certain cases, require the Fund to withhold a percentage of dividends or redemption
or exchange proceeds. The current backup withholding rate is 24%.
Generally, nonresident aliens, foreign corporations
and other foreign investors are subject to 30% withholding tax on dividends paid by a U.S. corporation, although the rate may be reduced
for an investor that is a qualified resident of a foreign country with an applicable tax treaty with the United States (provided that
the shareholder furnishes the Fund with a properly completed Form W-8BEN or W-8BEN-E, as applicable, to establish entitlement for
these treaty benefits). In the case of a regulated investment company such as the Fund, however, certain categories of dividends are exempt
from the 30% withholding tax. These generally include dividends attributable to the Fund’s net capital gains (the excess of net
long-term capital gains over net short-term capital loss), dividends attributable to the Fund’s interest income from U.S. obligors
and dividends attributable to net short-term capital gains of the Fund.
Foreign shareholders will generally not be subject
to U.S. tax on gains realized on the sale, exchange or redemption of shares in the Fund, except that a nonresident alien individual who
is present in the United States for 183 days or more in a calendar year will be taxable on such gains and on capital gain dividends from
the Fund.
In contrast, if a foreign investor conducts a trade
or business in the United States and the investment in the Fund is effectively connected with that trade or business, then the foreign
investor’s income from the Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the
income of a U.S. citizen or resident.
The Fund will also generally be required to withhold
30% tax on certain payments to foreign entities that do not provide a Form W-8BEN-E that evidences their compliance with, or exemption
from, specified information reporting requirements under the Foreign Account Tax Compliance Act. While withholding described in this paragraph
would have applied also to payments of gross proceeds from the sale or other disposition of shares on or after January 1, 2019, recently
proposed Treasury regulations eliminate such withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these
proposed Treasury regulations until final Treasury regulations are issued.
All foreign investors should consult their own tax
advisers regarding the tax consequences in their country of residence of an investment in the Fund.
You may also be subject to state and local taxes on
distributions, sales, exchanges and redemptions. State income taxes may not apply, however, to any portions of the Fund’s distributions,
if any, that are attributable to interest on U.S. government securities or interest on securities of the particular state or localities
within the state in which you live. You should consult your tax adviser regarding the tax status of distributions in your state and locality.
DISTRIBUTION
OF SHARES
Distributor: Northern Lights Distributors,
LLC, located at 4221 North 203rd Street, Ste. 100, Elkhorn, Nebraska 68022 (the “Distributor”), is the distributor
for the shares of the Fund. Northern Lights Distributors, LLC is a registered broker-dealer and member of the Financial Industry Regulatory
Authority, Inc. (“FINRA”). Shares of the Fund are offered on a continuous basis.
Additional Compensation to Financial Intermediaries:
The Advisor, the Distributor and their affiliates may, at their own expense and out of their own legitimate profits, provide additional
cash payments to financial intermediaries in connection with the sale or retention of Fund shares, including affiliates of the Advisor.
Financial intermediaries include brokers, dealers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators
and others. These payments are generally made to financial intermediaries that promote the sale of Fund shares, provide shareholder or
administrative services, or marketing support. Marketing support may include access to sales meetings, sales representatives and financial
intermediary management representatives, inclusion of the Fund on a sales list, including a preferred or select sales list, or other sales
programs. These payments also may be made as an expense reimbursement in cases where the financial intermediary provides shareholder services
to Fund shareholders. The level of payments made to financial intermediaries in any given year will vary.
To the extent permitted by Securities and Exchange
Commission and FINRA rules and other applicable laws and regulations, the Advisor, the Distributor and their affiliates may, from time
to time, provide promotional incentives to certain investment firms. Such incentives may, at the Advisor’s, the Distributor’s
or their affiliates’ discretion, be limited to investment firms who allow their individual selling representatives to participate
in such additional commissions.
Householding: To reduce expenses, the Fund
mails only one copy of the Prospectus and each annual and semi-annual report (or, if applicable, each notice of electronic accessibility
thereof) to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call the
Fund at 1-833-RECURRENT (1-833-732-8773) on days the Fund is open for business or contact your financial institution. The Fund
will begin sending you individual copies thirty days after receiving your request.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help
you understand the Fund’s financial performance for each period of the Fund’s operations. Certain information reflects financial
results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment if all dividends and distributions). This information for the Fund has been derived from
the financial statements audited by RSM US LLP, whose report, along with the Fund’s financial statements and related notes, are
included in the Fund’s October 31, 2021 annual report, which is available upon request and incorporated by reference in the SAI.
Per Share Data and Ratios for a Share of Beneficial
Interest Outstanding Throughout Each Period
Class I (1) | ||||||||||||||||
For the Year Ended | For the Year Ended | For the Year Ended | For the Period Ended | |||||||||||||
October 31, | October 31, | October 31, | October 31, | |||||||||||||
2021 | 2020 | 2019 | 2018 | |||||||||||||
Net asset value, beginning of period | $ | 8.92 | $ | 17.18 | $ | 18.14 | $ | 20.00 | ||||||||
Activity from investment operations: | ||||||||||||||||
Net investment income (2) | 0.35 | 0.46 | 0.58 | 0.97 | ||||||||||||
Net realized and unrealized gain/(loss) on investments (3) | 7.57 | (7.53 | ) | (0.24 | ) | (1.53 | ) | |||||||||
Total from investment operations | 7.92 | (7.07 | ) | 0.34 | (0.56 | ) | ||||||||||
Less distributions from: | ||||||||||||||||
Net investment income | (0.18 | ) | (0.07 | ) | (0.25 | ) | — | |||||||||
Return of capital | (1.12 | ) | (1.12 | ) | (1.05 | ) | (1.30 | ) | ||||||||
Total distributions | (1.30 | ) | (1.19 | ) | (1.30 | ) | (1.30 | ) | ||||||||
Net asset value, end of period | $ | 15.54 | $ | 8.92 | $ | 17.18 | $ | 18.14 | ||||||||
Total return (4) | 91.87 | % | (42.41 | )% | 1.53 | % | (3.10 | )% | ||||||||
Net assets, at end of period (000’s) | $ | 221,659 | $ | 89,797 | $ | 54,765 | $ | 8,591 | ||||||||
Ratio of gross expenses to average net assets (5) | 1.25 | % | 1.38 | % (8) | 1.75 | % | 7.39 | % (9) | ||||||||
Ratio of net expenses to average net assets (5) | 1.25 | % (6) | 1.26 | % (7,8) | 1.25 | % (7) | 1.25 | % (7,9) | ||||||||
Ratio of net investment income to average net assets | 2.59 | % | 3.89 | % | 3.13 | % | 4.85 | % (9) | ||||||||
Portfolio Turnover Rate | 22 | % | 32 | % | 52 | % | 116 | % (10) | ||||||||
(1) | The Recurrent MLP & Infrastructure Fund commenced operations on November 2, 2017. |
(2) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(3) | Net realized and unrealized gain/(loss) on investments per share are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with aggregate gains/(losses) in the statement of operations due to the share transactions for the period. |
(4) | Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not annualized. Total returns would be lower absent fee waivers. |
(5) | Does not include the expenses of other investment companies in which the Fund invests, if any. |
(6) | Represents the ratio of expenses to average net assets inclusive of the Advisor’s recapture of waived/reimbursed fees from prior periods. |
(7) | Represents the ratio of expenses to average net assets net of fee waivers and/or expense reimbursements by the Advisor. |
(8) | Includes tax expenses. If these expenses were excluded, the ratio of gross expenses to average net assets would be 1.37% and the ratio of net expenses to average net assets would be 1.25%. |
PRIVACY
NOTICE
FACTS | WHAT DOES TWO ROADS SHARED TRUST DO WITH YOUR PERSONAL INFORMATION |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | THE TYPES OF PERSONAL INFORMATION WE COLLECT, · · · When you are no longer our customer, we |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reason Two Roads Shared Trust chooses to share and whether you can limit this sharing. |
Reasons we can share your personal information | Does Two Roads Shared Trust share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | YES | NO |
For our marketing purposes – to offer our products and services to you | NO | We do not share |
For joint marketing with other financial companies | NO | We do not share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | NO | We do not share |
For our affiliates’ everyday business purposes – information about your creditworthiness | NO | We do not share |
For our affiliates to market to you | NO | We do not share |
For nonaffiliates to market to you | NO | We do not share |
Questions? | Call 1-631-490-4300 |
What we do
How does Two Roads Shared Trust protect my personal information? | To protect your personal information from unauthorized Our service providers are held accountable for |
How does Two Roads Shared Trust collect my personal information? | We collect your personal information, for example, · · · We also collect your personal information from |
Why can’t I limit all sharing? | Federal law gives you the right to limit only · · · State laws and individual companies may give you |
Definitions
Affiliates | Companies related by common ownership or control. · |
Nonaffiliates | Companies not related by common ownership or control. · |
Joint marketing | A formal agreement between nonaffiliates financial · |
Recurrent MLP & Infrastructure Fund
Advisor | Recurrent Investment Advisors, LLC 3801 Kirby Drive, Suite 654 Houston, TX 77098 | Independent Registered Public Accounting Firm | RSM US LLP 555 17th Street, Suite 1200 Denver, CO 80202 |
Custodian | U.S. Bank, N.A. 1555 North River Center Drive Suite 302 Milwaukee, WI 53212 | Legal Counsel | Blank Rome LLP 1271 Avenue of the Americas New York, NY 10020 |
Distributor | Northern Lights Distributors, LLC 4221 North 203rd Street, Suite 100 Elkhorn, NE 68022 | Transfer Agent | Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 |
Additional information about the Fund is included
in the Fund’s SAI. The SAI is incorporated into this Prospectus by reference (i.e., legally made a part of this Prospectus). The
SAI provides more details about the Fund’s policies and management. Additional information about the Fund’s investments is
available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find a discussion
of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.
To obtain a free copy of the SAI and the annual and
semi-annual reports to shareholders, or other information about the Fund, or to make shareholder inquiries about the Fund, please call
1-833-732-8773. The SAI, annual and semi-annual reports and other information relating to the Fund can be found, free of charge, at
www.recurrentadvisors.com.
You may also write to:
Recurrent MLP & Infrastructure Fund
c/o Ultimus Fund Solutions, LLC
4221 North 203rd Street, Suite 100
Elkhorn, Nebraska 68022
Reports and
other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of
the information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: (email protected)
Investment Company Act File # 811-22718