ALPS SERIES TRUST DDJ Opportunistic High Yield Fund (the Fund )

Transcription

1 DDJ CAPITAL MANAGEMENT, LLC DDJ OPPORTUNISTIC HIGH YIELD FUND ALPS SERIES TRUST DDJ Opportunistic High Yield Fund (the Fund ) SUPPLEMENT DATED JUNE 30, 2016 TO THE FUND S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 28, 2016 (THE SAI ) The purpose of this Supplement is to describe certain recent changes to the Fund s portfolio management team at the Adviser. Specifically, Anthony M. Ranaldi, the former lead portfolio manager for the Fund, has departed the Adviser as of May 31, 2016, while Joseph W. Lind has left the Fund s portfolio management team to focus on other portfolio management responsibilities at the Adviser. To address these departures, David J. Breazzano, John W. Sherman and Benjamin J. Santonelli have joined the Fund s portfolio management team. Accordingly, the following changes are being made with respect to the Fund s Prospectus and SAI: SUMMARY SECTION The sub-section titled Portfolio Managers of the SUMMARY SECTION of the Prospectus is hereby deleted and replaced in its entirety with the following: PORTFOLIO MANAGERS David J. Breazzano, co-founder, President and Chief Investment Officer of the Adviser, has served as the portfolio manager for the Fund since June 1, John W. Sherman, who already served as a portfolio manager at the Adviser for certain other products, and Benjamin J. Santonelli, who previously served as a senior research analyst at the Adviser, have also served as assistant portfolio managers for the Fund since June 1, THE PORTFOLIO MANAGERS The following information under the section titled THE PORTFOLIO MANAGERS of the Prospectus is hereby deleted and replaced in its entirety with the following: The portfolio managers are primarily responsible for the day-today operation of the Fund. The portfolio managers listed below have served as the Fund s portfolio managers since June 1, Information about the portfolio managers, including information about the portfolio managers business experience, appears below. More information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Fund is included in the SAI. PORTFOLIO MANAGERS David J. Breazzano John W. Sherman Benjamin J. Santonelli PAST 5 YEARS BUSINESS EXPERIENCE Mr. Breazzano has served as lead portfolio manager of the Fund since June 1, He is a co-founder and President and Chief Investment Officer of the Adviser, oversees all aspects of the Adviser, and chairs the firm s Management Operating, Remuneration and Investment Review Committees. Mr. Breazzano is the portfolio manager of the Adviser s U.S. Opportunistic High Yield and Total Return Credit Strategies. Prior to forming the Adviser in 1996, from 1990 to 1996, he was a vice president and portfolio manager in the High Income Group at Fidelity Investments, where he had investment management responsibility for over $4 billion in high yield and distressed assets. Prior to joining Fidelity Investments in 1990, from 1985 to 1995, Mr. Breazzano was a vice president and portfolio manager at T. Rowe Price Associates. Mr. Breazzano received his MBA from the Johnson School at Cornell University and graduated cum laude with a BA from Union College. Mr. Sherman has served as an assistant portfolio manager of the Fund since June 1, He is the portfolio manager of the Adviser s Opportunistic Loan Strategy and also serves as an assistant portfolio manager of the Adviser s U.S. Opportunistic High Yield Strategy. Mr. Sherman also serves on the firm s Investment Review Committee. Prior to joining the Adviser in 2007, in 2006, Mr. Sherman was an associate in the Healthcare Group at Thoma Cressey Equity Partners, focusing on private equity investments in middle-market companies. Mr. Sherman graduated magna cum laude with a BBA from the University of Notre Dame. Mr. Santonelli has served as an assistant portfolio manager of the Fund since June 1, He serves as an assistant portfolio manager of the Adviser s U.S. Opportunistic High Yield and Total Return Credit Strategies. Mr. Santonelli also serves on the firm s Investment Review Committee. Mr. Santonelli received his BA from Amherst College.

2 PORTFOLIO MANAGERS The following information under the section titled PORTFOLIO MANAGERS of the SAI is hereby deleted and replaced in its entirety with the following: The following sections set forth certain additional information with respect to the portfolio managers for the Fund. Unless noted otherwise, all information is provided as of May 31, Other Accounts Managed by Portfolio Managers The table below identifies as of May 31, 2016, the number of accounts (other than the Fund with respect to which information is provided) for which the Fund s portfolio managers have dayto-day management responsibilities and the total assets in such accounts within each of the following categories: registered investment companies, other pooled investment vehicles and other accounts. Portfolio Manager Registered Investment Companies (1) Other Pooled Investment Vehicles (2) Other Accounts (3) Total Assets Total Assets Total Assets Number (in millions) Number (in millions) Number (in millions) David J. Breazzano 4 $ 1, $ $ 3, John W. Sherman (4) 2 $ Benjamin J. Santonelli (5) (1) Represents the Adviser s sub-advised mutual fund portfolios that are registered with the SEC. (2) Represents the Adviser s proprietary commingled vehicles. Certain of these accounts are subject to a performance fee. Legacy accounts presently in wind-down have been excluded. (3) Represents the Adviser s separately managed portfolios that are not sub-advised for registered investment companies. Certain of these accounts are subject to a performance fee. Legacy accounts presently in wind-down have been excluded. (4) In addition to the serving as an assistant portfolio manager for the Fund, Mr. Sherman also serves as portfolio manager for certain separately managed portfolios as well as an assistant portfolio manager for certain registered investment companies, other pooled vehicles and other separately managed portfolios. (5) In addition to serving as an assistant portfolio manager for the Fund, Mr. Santonelli also serves as an assistant portfolio manager for each of the registered investment companies (sub-advised), other pooled vehicles and other separately managed portfolios that are presently managed by Mr. Breazzano. Portfolio Manager Compensation The compensation structure of Mr. Breazzano, the lead portfolio manager of the Fund, and Messrs. Sherman and Santonelli, the assistant portfolio managers of the Fund, is determined by the Adviser in accordance with its own internal remuneration policy. As a guiding principle, compensation is structured so that key professionals benefit from staying with the Adviser over the long term. As equity owners of the Adviser, Messrs. Breazzano, Sherman and Santonelli each receive a fixed guaranteed payment (similar to a base salary for non-equity owners) from the firm, which amount is capped so that a significant portion of each of their compensation is derived from either short-term or long-term variable compensation. Mr. Breazzano is highly compensated by virtue of his equity ownership interest in the Adviser (which compensation includes pro rata distributions, typically on a quarterly basis, based on the profitability of the Adviser). Given his large ownership stake in the firm, he is not eligible to receive an annual performance bonus. Messrs. Sherman and Santonelli are each similarly compensated by virtue of their smaller equity ownership interest in the Adviser, as well as with an annual performance bonus, which is a material component of their overall remuneration package. Such annual performance bonus is generally a function of the firm s profitability, their respective responsibilities and their performance, as well as a comparison to peers within the industry. The compensation for Messrs. Breazzano, Sherman and Santonelli is not specifically dependent on the performance of the Fund, and they are not compensated based on the growth of the Fund s assets, or any other assets managed by the Adviser, except to the extent that such growth contributes to the firm s overall asset and revenue growth, which in turn contributes to the firm s overall profitability. Although performance fees do not constitute a significant portion of the Adviser s revenues, Messrs. Breazzano, Sherman and Santonelli may also receive a percentage of the performance fee revenue that may be earned by the Adviser (and/or one of its affiliates). Ownership of Securities The table below identifies ownership of Fund securities by each portfolio manager as of May 31, Portfolio Manager Dollar Range of Ownership of Securities David J. Breazzano Over $1,000,000 John W. Sherman $10,001-$50,000 Benjamin J. Santonelli $0 PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

3 DDJ CAPITAL MANAGEMENT, LLC DDJ OPPORTUNISTIC HIGH YIELD FUND PROSPECTUS January 28, 2016 CLASS I (DDJCX) CLASS II (DDJRX) INSTITUTIONAL (DDJIX) As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

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5 TABLE OF CONTENTS Page Summary Section 2 Investment Objective and Principal Investment Strategies 6 More on the Fund s Investments and Related Risks 8 Disclosure of Portfolio Holdings 12 Management 12 The Portfolio Managers 12 Administrator, Distributor and Transfer Agent of the Fund 14 Buying and Redeeming Shares 14 Share Transactions 18 Dividends and Distributions 19 Taxes 19 Financial Highlights 21 Privacy Policy 25 Additional Information About the Fund Back cover

6 DDJ OPPORTUNISTIC HIGH YIELD FUND SUMMARY SECTION DDJ OPPORTUNISTIC HIGH YIELD FUND (THE FUND ) INVESTMENT OBJECTIVE The Fund s investment objective is overall total return consisting of a high level of current income together with long-term capital appreciation. FEES AND EXPENSES OF THE FUND This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Class I Class II Institutional Shareholder Fees (fees paid directly from your investment) Maximum sales charge (Load) imposed on purchases (as a percentage of offering price) None None None Maximum deferred sales charge (Load) None None None Redemption Fee (as a % of amount redeemed within 60 days of purchase) 1.00% 1.00% 1.00% Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Management Fees 0.70% 0.70% 0.70% Distribution and Service (12b-1) Fees None 0.25% None Other Expenses (1) 1.08% 1.08% 1.08% Shareholder Servicing Expenses 0.10% 0.10% None Total Annual Fund Operating Expenses 1.88% 2.13% 1.78% Fee Waiver and Expense Reimbursement (2) -0.99% -0.99% -0.99% Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement 0.89% 1.14% 0.79% (1) Other Expenses are based on estimated amounts for the Fund s first fiscal year. (2) DDJ Capital Management, LLC (the Adviser ) has contractually agreed to limit the amount of the Fund s Total Annual Fund Operating Expenses, exclusive of Distribution and Service (12b-1) fees, Shareholder Servicing expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses, to an annual rate of 0.79% of the Fund s average daily net assets for each of the Class I, Class II and Institutional Class shares, respectively. This agreement is in effect through January 31, The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the agreement described above to the extent that the Fund s expenses in later periods fall below the annual rate set forth above. The Fund will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fees and expense were deferred. The Adviser may not discontinue this waiver without the approval by the Fund s Board of Trustees. Example This example is intended to help you compare the costs 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. The example takes into consideration the agreement by the Adviser to waive fees and reimburse expenses for the contractual period only. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years Class I $91 $494 Class II $116 $571 Institutional Class $81 $464 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund s performance. For the period July 15, 2015 (inception) through September 30, 2015, the Fund s portfolio turnover rate was 4% of the average value of its portfolio. PRINCIPAL INVESTMENT STRATEGIES OF THE FUND The Fund pursues its investment objective by seeking to outperform the broader high yield market over a complete credit cycle. The credit cycle is a cyclical event that generally occurs over a several year timeframe as access to credit increases or decreases for borrowers. The Fund seeks to achieve its objective mainly by investing in high yield fixed income securities with a focus on middle market issuers in the United States and, to a lesser extent, Canada. The Adviser considers middle market companies to be those with normalized earnings before interest, tax and depreciation ( EBITDA ) in the range of $ million. The Adviser believes that the flexibility to invest, sell, and reinvest throughout the capital structure of an issuer (and in particular, in both more senior bank loans and more junior high yield bonds) will enable the Adviser to tailor its investment approach to the specific creditrelated circumstances of that issuer as they may change from time to time and thereby select the most attractive opportunities for the Fund. The Fund intends to invest a substantial amount of its assets in credit instruments that are rated below investment grade by some or all relevant independent rating agencies, including Moody s Investors Service, Standard and Poor s Rating Services and Fitch Ratings. Additionally, certain other high yield securities 2 Prospectus January 28, 2016

7 may be unrated by rating agencies, but determined by the Adviser to be of similar quality as other below investment grade bonds and credit instruments and accordingly purchased for investment by the Fund. The Fund does not have a percentage limitation on investing in securities that are rated below investment grade. High yield fixed income securities include high yield corporate bonds (commonly known as junk bonds ), senior loans, convertible bonds, preferred stock, and other types of debt instruments (including, without limitation, unregistered (Rule 144A) securities, floating and variable rate securities and other restricted fixed income securities to the extent permitted by the Investment Company Act of 1940, as amended (the 1940 Act )). In addition, the Fund may also purchase equity securities or otherwise hold positions in equity or other assets that the Fund receives as part of a reorganization process of a high yield issuer, and may hold those assets until such time as the Adviser believes that a disposition is most advantageous. From time to time, the Fund may make investments in distressed or defaulted securities or in issuers that are in bankruptcy. The Fund does not have any maturity or duration requirements. However, the Fund typically targets securities that, on average, have a shorter maturity and duration than the maturity and duration of broad-based high yield market indices generally. In making these investments, the Adviser will seek to purchase instruments that the Adviser believes are undervalued and offer a compelling risk/reward ratio. Specifically, the Adviser s investment process attempts to exploit inefficiencies in the high yield credit markets by adhering to a disciplined, bottomup, fundamentally-oriented investment process with a strict adherence to downside protection. This process applies value investing principles through exhaustive research coupled with financial, structural and legal analysis, including a review of bankruptcy law considerations where applicable. The foundation of this investment process is to derive an accurate, real-time valuation of a target company, and only invest in securities of that company s capital structure that offer a significant margin of safety coupled with strong total return potential. By utilizing such a fundamental, bottom-up approach to investing, the Adviser seeks to add value first and foremost through security selection. The Adviser intends to manage a relatively concentrated portfolio typically comprising between issuers and issues. The Fund has adopted an investment policy providing that under normal circumstances, the Fund will invest at least 80% of the value of its assets (net assets plus the amount of any borrowings for investment purposes) in high yield fixed income securities. PRINCIPAL RISKS OF THE FUND As with any mutual fund, there are risks to investing. There is no guarantee that the Fund will meet its investment objective. The following is a description of the principal risks of the Fund, which may adversely affect its net asset value and total return. There are other circumstances (including additional risks that are not described herein) which could prevent the Fund from achieving its investment objective. Bank Loan Risk. The Fund s investment in secured and unsecured assignments of (or participations in) bank loans may create substantial risk. In making investments in bank loans, which are made by banks or other financial intermediaries to borrowers, the Fund will depend primarily upon the creditworthiness of the borrower for payment of principal and interest. When the Fund is a participant in a loan, the Fund has no direct claim on the loan and would be a creditor of the lender, and not the borrower, in the event of a borrower s insolvency or default. Below-Investment Grade Risk. The Fund will invest in high yield securities rated below BBB by S&P or Baa by Moody s. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk and are described as speculative by both S&P and Moody s. Securities rated below investment grade are commonly referred to as junk bonds. The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell, particularly in times of negative sentiment toward high yield securities. Cash Positions. The Fund may not always stay fully invested. For example, when the Adviser believes that market conditions are unfavorable for profitable investing, or when it is otherwise unable to locate attractive investment opportunities, the Fund s cash or similar investments may increase. In other words, cash or similar investments generally are a residual they represent the assets that remain after the Fund has committed available assets to desirable investment opportunities. When the Fund s investments in cash or similar investments increase, it may not participate in market advances to the same extent that it would if the Fund remained more fully invested, and the Fund s ability to achieve its investment objective may be affected. Convertible Bond Risk. Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and are therefore subject to both debt security risks and equity risk. Convertible bonds are subject to equity risk especially when their conversion value is greater than the interest and principal value of the bond. The prices of equity securities may rise or fall because of economic or political changes and may decline over short or extended periods of time. Credit Risk. There is a risk that issuers and counterparties will not make payments on securities and other investments held by the Fund, resulting in losses to the Fund. In addition, the credit quality of fixed income securities held by the Fund may be lowered if an issuer s financial condition changes. High yield or junk bonds as well as other debt securities issued by below investment grade issuers are more susceptible to these risks than debt of higher quality issuers. 3

8 DDJ OPPORTUNISTIC HIGH YIELD FUND Debt Securities Risk. Debt securities in which the Fund may invest are subject to several types of investment risk, including market or interest rate risk (i.e., the risk that their value will be inversely affected by fluctuations in the prevailing interest rates), credit risk (i.e., the risk that the issuer may be unable to make timely interest payments and repay the principal upon maturity), call or income risk, (i.e., the risk that certain debt securities with high interest rates will be prepaid or called by the issuer before they mature), and event risk (i.e., the risk that certain debt securities may suffer a substantial decline in credit quality and market value if the issuer restructures). Fixed income markets have recently experienced a period of relatively high volatility. If the Federal Reserve continues to taper or reverses its quantitative easing stimulus program and/or increases interest rates, fixed income markets could experience continuing high volatility, which could negatively impact the Fund s performance. Equity Securities Risk. The Fund may invest in equity securities. Equity securities (which generally include common stocks, preferred stocks, warrants, securities convertible into common or preferred stocks and similar securities) are generally volatile and more risky than some other forms of investment. Equity securities of companies with relatively small market capitalizations may be more volatile than the securities of larger, more established companies than the broad equity market indices generally. Interest Rate Risk. Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of fixed income securities held by the Fund are likely to decrease. Securities with longer durations tend to be more sensitive to changes in interest rates, and are usually more volatile than securities with shorter durations. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed securities may experience greater losses than other fixed income securities with similar durations. Liquidity Risk. Low or lack of trading volume may make it difficult to sell securities held by the Fund at quoted market prices. Management and Strategy Risk. The Fund is an actively managed portfolio. Investment strategies employed by the Adviser on behalf of the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments. In addition, the Fund s tactical asset allocation strategy may be unsuccessful and may cause the Fund to incur losses. Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Money Market Instruments/Securities. In seeking to provide downside protection, during periods of high market volatility the Fund may hold money market instruments, including commercial paper, bankers acceptances, certificates of deposit and other short-term debt securities. New Fund Risk. The Fund was recently formed and therefore has limited history for investors to evaluate. Preferred Stock Risk. Preferred stocks may be more volatile than fixed income securities and are more correlated with the issuer s underlying common stock than fixed income securities. Additionally, the dividend on a preferred stock may be changed or omitted by the issuer. Prepayment and Extension Risk. When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and the Fund may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus keeping the Fund s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of the Fund s share price and yield and could hurt Fund performance. Prepayments could also create capital gains tax liability in some instances. Rule 144A Securities Risk. The market for Rule 144A securities typically is less active than the market for publicly-traded securities. Rule 144A securities carry the risk that the liquidity of these securities may become impaired, making it more difficult for the Fund to sell these bonds. It is possible to lose money on an investment in the Fund. Investments in the Fund are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. PERFORMANCE INFORMATION As of the date of this Prospectus, the Fund has not yet completed a full calendar year of investment operations. When the Fund has completed a full calendar year of investment operations, this section will include charts that show annual total returns, highest and lowest quarterly returns and average annual total returns (before and after taxes) compared to a benchmark selected for the Fund. Updated performance information is available on the Fund s website at or by calling INVESTMENT ADVISER DDJ Capital Management, LLC is the investment adviser to the Fund. 4 Prospectus January 28, 2016

9 PORTFOLIO MANAGERS Anthony M. Ranaldi, Executive Vice President and Principal at the Adviser, has been the lead portfolio manager for the Fund since its inception in July 2015 and is primarily responsible for its dayto-day management. Joseph W. Lind, Principal at the Adviser, has also served as portfolio manager for the Fund since its inception in July PURCHASE AND SALE OF FUND SHARES The Fund offers investors three classes of shares: Class I, Class II, and Institutional Class. The minimum initial investment in Class I shares is $1,000,000, and the minimum subsequent investment is $50,000. The minimum initial investment in Class II shares is $5,000, and the minimum subsequent investment is $2,500. The minimum initial investment in Institutional Class shares is $5,000,000 with no minimum subsequent investment. Employees of the Adviser, their spouses, and members of their immediate family living in the same household are eligible to purchase the Institutional Class with a minimum investment of $2,500. Institutional Class accounts offered or sourced through a service organization, as determined by the Adviser, may meet the minimum investment amount by aggregating multiple accounts; however, each account must meet a minimum investment requirement of $500,000. For the first twelve months following the launch of the Fund, investors with a preexisting relationship with the Adviser, as determined by the Adviser in its sole discretion, may also be deemed eligible to purchase the Institutional Class with a minimum investment of $500,000. Investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund if desired and if allowed by the relevant intermediary. Investors may establish an Automatic Investment Plan (AIP) account or a Systematic Withdrawal Plan (SWP) account; there are no subsequent investment minimums for investments in AIP or SWP accounts. PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary s website for more information. Purchases and redemptions of Class I, Class II, and Institutional Class shares may be made on any day the New York Stock Exchange is open for trading. Purchases and redemptions can generally be made only through institutional channels, such as financial intermediaries and retirement platforms. You should contact your financial intermediary or refer to your plan documents for information on how to invest in the Fund. TAX INFORMATION For U.S. federal income tax purposes, the Fund s distributions are taxable and will be taxed as ordinary income or capital gains or, in some cases qualified dividend income for individual shareholders subject to tax at maximum federal rates applicable to long-term capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan, an individual retirement account or 529 college savings plan. Such tax-deferred arrangements may be subject to U.S. federal income tax at rates applicable to ordinary income upon withdrawal of monies from those arrangements. 5

10 DDJ OPPORTUNISTIC HIGH YIELD FUND INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES This section describes the Fund s investment objective and principal investment strategies. See MORE ON THE FUND S INVESTMENTS AND RELATED RISKS in this Prospectus and the Statement of Additional Information for more information about the Fund s investments and the risks of investing. What is the Fund s Investment Objective? The Fund s objective is to seek overall total return consisting of a high level of current income together with long-term capital appreciation. While there is no assurance that the Fund will achieve its investment objective, the Fund endeavors to do so by following the strategies and policies described in this Prospectus. What is the Adviser s Investment Philosophy? The Adviser s opportunistic high yield investment philosophy is based upon the Adviser s belief that the lower-rated segments of the high yield market (rated B and below) are the most inefficient areas of the market and provide ample investment opportunities. The Adviser believes that inefficiencies arise in this market segment (and in particular with respect to issuers within the middle market) for several reasons, including: Many traditional managers of large-cap high yield portfolios do not have an in-depth understanding of this market and/or do not participate in it. These traditional high yield managers oftentimes manage outsized, inflexible funds with large minimum investment size criteria. Therefore, they may not find it cost-effective to dedicate resources to the middle market segment, which the Adviser believes to be less frequently traded and offers smaller investment sizes. This segment accordingly is not as widely covered by high yield research analysts, and fewer brokers make a market trading in its securities. Because of the more limited following in the middle market, managers such as the Adviser, that dedicate the resources and perform a heightened level of due diligence, are able to identify attractive investment opportunities. Traditional high yield managers generally may operate under more rigid investment guidelines than the Fund, which give rise to market inefficiencies. For example, certain mutual funds and structured products (e.g., CLOs and CDOs) that invest in the leveraged credit market may have restrictions on the amount of CCC-rated investments that can be held in their portfolios. In addition, other institutional portfolios also have similar restrictions on the amount of CCC-rated investments that may be held. Consequently, managers of such portfolios may be encouraged if not required to divest debt securities that are downgraded below single-b, at a depressed trading price, without regard to the merits of the investment, or whether the manager agrees with the rating agency s new characterization of risk. The Adviser seeks to identify and exploit inefficiencies such as these by adhering to a disciplined, fundamental-oriented investment process based upon company-specific research, and applying value investing principles to the credit markets through extensive financial and legal analysis. The Adviser s investment process involves observing a company as a whole and deriving a real-time total enterprise value, and then only targeting those investments in that company s capital structure that the Adviser believes offer a significant margin of safety coupled with strong return potential. As part of its due diligence process, the Adviser will attempt to create a comprehensive analytical overview of a target company focused on its current and future business prospects. In addition, the Adviser may evaluate the company s senior management, industry fundamentals, market share, pricing power, operating characteristics and historical and projected financial performance to identify the risk and rewards of an investment. In particular, the Adviser s fundamental analysis of each investment opportunity focuses on the following three critical components: 1. Cash Flow / Liquidity The ability of a company to service its fixed obligations including interest, capital expenditures, and working capital needs. Additionally, generation of free cash flow is examined to assess a company s ability to repay debt or reinvest capital. 2. Asset Coverage An analysis of a company s overall asset coverage relative to its liabilities, which is vitally important in assessing downside protection in the event that liquidity or cash flow of the issuer deteriorates. 3. Legal Protection Assessment of the rights and remedies contractually set forth in relevant legal documents, including loan agreements, inter-creditor agreements, and bond indentures, with a focus on the waterfall of value and worstcase scenarios. Once a potential investment opportunity is identified, the analyst prepares a first pass analysis using financial information obtained from both public (e.g., from EDGAR) and private sources (e.g., proprietary data sites), outlining the company s business model and financial condition. The objective of the first pass is to develop a preliminary investment thesis. If an investment thesis is identified and a senior investment professional agrees with the analyst s recommendation, a more in-depth second pass analysis is undertaken in order to create a comprehensive financial assessment of the investment opportunity. Investment recommendations that survive the second pass stage of the Adviser s investment process are generally subject to follow-up due diligence in order to reconfirm the Adviser s investment thesis. Once follow-up due diligence is complete, a final decision on whether to proceed with the investment is made by the portfolio manager. Downside protection, and in particular an evaluation of credit risk, legal risk, and liquidity risk, is the key principle to the 6 Prospectus January 28, 2016

11 Adviser s risk management philosophy. Understanding these risks is a crucial aspect in the Adviser s due diligence of each investment opportunity. The Adviser believes that its portfolios can appropriately balance these risks with the potential reward by purchasing securities of companies at deep discounts to intrinsic enterprise value, thereby giving significant cushion from a loan-to-value perspective; properly understanding, as part of the Adviser s due diligence process, the relevant legal aspects of a bond indenture or loan document with a particular focus on downside or bankruptcy scenarios; and managing liquidity in the portfolio by limiting the number and size of positions considered to be less liquid in nature. What are the Fund s Principal Investment Strategies? The Fund pursues its investment objective by seeking to outperform the broader high yield market over a complete credit cycle. The credit cycle is a cyclical event that generally occurs over a several year timeframe as access to credit increases or decreases for borrowers. The Fund seeks to achieve its objective mainly by investing in high yield fixed income securities with a focus on middle market issuers. The Adviser considers middle market companies to be those with normalized earnings before interest, tax and depreciation ( EBITDA ) in the range of $ million. The Adviser believes that the flexibility to invest, sell, and reinvest throughout the capital structure of an issuer (and in particular, in both more senior bank loans and more junior high yield bonds) will enable the Adviser to tailor its investment approach to the specific credit-related circumstances of that issuer as they may change from time to time and thereby select the most attractive opportunities for the Fund. The Fund intends to invest a substantial amount of its assets in credit instruments that are rated below investment grade by some or all relevant independent rating agencies, including Moody s Investors Service, Standard and Poor s Rating Services and Fitch Ratings. The Fund does not have a percentage limitation on investing in securities that are rated below investment grade. High yield fixed income securities include high yield corporate bonds (commonly known as junk bonds ), senior loans, convertible bonds, preferred stock, and other types of debt instruments (including, without limitation, unregistered (Rule 144A) securities, floating and variable rate securities and other restricted fixed income securities to the extent permitted by the Investment Company Act of 1940, as amended (the 1940 Act )). Additionally, certain other high yield securities may be unrated by rating agencies, but determined by the Adviser to be of similar quality as other below investment grade bonds and credit instruments and accordingly purchased for investment by the Fund. Senior loans are loans that have been issued to one or more banks or commercial lenders by a company, typically feature a floating interest rate, and usually carry a lien on the assets of the company. This type of debt is often syndicated among large institutions and then traded among them and in private secondary markets. Convertible debt is debt that is convertible into other securities, usually common stock of the issuing company. Preferred stock is an equity security that typically entitles the holder to a fixed dividend and whose payment takes priority over that of common stock dividends. From time to time, the Fund may make investments in distressed or defaulted securities or in issuers that are in bankruptcy. The Fund does not have maturity or duration requirements. However, the Fund typically targets securities that, on average, have a shorter maturity and duration than the maturity and duration of broad-based high yield market indices generally. In addition, the Fund may also hold positions in equity or other assets (including convertible bonds) that the Fund receives as part of a unit of, or in connection with, a high yield security or otherwise as a result of reorganization, corporate action, or conversion. The Fund may hold those assets until such time as the Adviser believes that a disposition is most advantageous. The Fund may also make investments in equity securities, including common stocks. However, such assets, along with convertible bonds and preferred stock, will not be considered high yield fixed income securities for purposes of the Fund s requirement to invest at least 80% of its net assets in high yield fixed income securities, described below. In making these investments, the Adviser will seek to purchase instruments that the Adviser believes are undervalued and offer a compelling risk/reward ratio. Specifically, the Adviser s investment process attempts to exploit inefficiencies in the high yield credit markets by adhering to a disciplined, bottom-up, fundamentallyoriented investment process with a strict adherence to downside protection. By utilizing such a fundamental, bottom-up approach to investing, the Adviser seeks to add value first and foremost through security selection. The Adviser intends to manage a relatively concentrated portfolio typically comprising between issuers and issues. The Fund has adopted an investment policy providing that under normal circumstances, the Fund will invest at least 80% of its assets (net assets plus the amount of any borrowings for investment purposes) in high yield fixed income securities. Temporary Defensive Positions. The Fund may also invest some or all of its assets in cash and/or cash equivalent securities when the Adviser believes that current market, economic, political or other conditions are unsuitable and would impair the pursuit of the Fund s investment objective. Cash equivalent securities include, but are not limited to, obligations of the U.S. Government, money market fund shares, commercial paper, certificates of deposit and/or bankers acceptances, as well as other interest bearing or discount obligations or debt instruments that carry an investment grade rating by a national rating agency. When the Fund s investments in cash or similar investments increase, it may not participate in market advances or declines to the same extent that it would if the Fund remained more fully invested, and as a result the Fund may not achieve its investment objective. The Board of Trustees (the Board ) may change the Fund s name, investment objective or its principal investment strategies without a shareholder vote. The Fund will notify you in writing at 7

12 DDJ OPPORTUNISTIC HIGH YIELD FUND least sixty (60) days before making any such change. If there is a material change to the Fund s investment objective or principal investment strategies, you should consider whether the Fund remains an appropriate investment for you. MORE ON THE FUND S INVESTMENTS AND RELATED RISKS The Fund s investment objective and principal investment strategies are described above under INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES. This section provides additional information about the Fund s investment strategies and certain portfolio management techniques the Fund may use, as well as the principal and other risks that may affect the Fund s portfolio. Additional information about some of these investments and portfolio management techniques and their associated risks is included in the Fund s Statement of Additional Information ( SAI ). What are the Principal Risks of Investing in the Fund? There are inherent risks associated with the Fund s principal investment strategies. The factors that are most likely to have a material effect on the Fund s investment portfolio as a whole are called principal risks. The principal risks of the Fund are summarized in the Fund s Summary Section above and further described below. The Fund may be subject to additional risks other than those described because, among other reasons, the types of investments made by the Fund may change over time. For additional information regarding risks of investing in the Fund, please see the Statement of Additional Information. It is important to read all the disclosure information provided and to understand that you may lose money by investing in the Fund. Bank Loan Risk. The Fund may invest a significant amount of its net asset value in bank loans. Such loans may not be rated by a national ratings agency at the time of investment, generally will not be registered with the Securities and Exchange Commission, and typically will not be listed on a securities exchange. In addition, the amount of public information available with respect to loans generally will be less extensive than that available for more widely traded, registered and exchange-listed securities. Because the interest rates of loans reset frequently, if market interest rates fall, the loans interest rates may be reset to lower levels, potentially reducing a portfolio s income. The size of the trading market for loans is generally smaller than that for registered equities and investment grade rated bond securities; as such, loans may be relatively illiquid compared to those types of securities. Liquidity relates to the ability of a portfolio to sell an investment in a timely manner at a price approximately equal to its value on the portfolio s books. A portfolio s ability to realize the full value of its assets may be impaired in the event of a voluntary or involuntary liquidation of any illiquid assets. Furthermore, in the event of an economic downturn, a substantial increase or decrease in interest rates, or other type of market dislocation, the market for loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. In those instances, loans may be difficult to value and prices provided by external pricing services may not reflect the true fair value of the assets. Borrowers may default on their obligations to pay principal or interest owed under loans when due. This non-payment would result in a reduction of income to a portfolio and a reduction in the value of a loan experiencing non-payment. Although some loans in which a portfolio will invest will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, the portfolio could experience delays or limitations in its ability to realize the benefits of any collateral securing a loan. The Fund may purchase a participation interest in a loan and by doing so acquire some or all of the interest of the bank or other lending institution making the loan to a corporate borrower. A participation interest typically results in the portfolio having a contractual relationship with the lender and not the borrower. In such circumstances, the portfolio will have the right to receive payments of principal, interest and any fees to which it is entitled only from the bank or other lending institution selling the participation and only upon receipt by the bank or other lending institution of the payments from the borrower. Since the portfolio has only acquired a participation in the loan made by a third party (i.e., the banker or other lending institution), the portfolio may not be able to control the exercise of any remedies that such third party would have under the loan. Although the participation interest is in a loan, there can be no assurance that the principal and interest owed on the loan will be repaid in full. The Fund may experience delays in the settlement of certain loan transactions, which are more complicated, are paperwork intensive, and require greater internal resources to settle compared with bonds, particularly in the case of loans that are or become distressed. Unlike the securities markets, there is no central clearinghouse for loan trades, and the loan market has not established enforceable settlement standards or remedies for failure to settle. Such delays may prevent the Fund from obtaining liquidity of certain assets within a desired timeframe. Furthermore, pursuant to certain insolvency laws, a counterparty may have the ability to reject or terminate an unsettled loan transaction. If a counterparty rejects an unsettled transaction, the Fund might lose any increase in value with respect to such loan that accrued while the transaction remained unsettled. Below-Investment Grade Risk. The Fund will invest in high yield securities rated below BBB by S&P or Baa by Moody s. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk and are described as speculative by both S&P and Moody s. Securities rated below investment grade are commonly referred to as junk bonds. The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic 8 Prospectus January 28, 2016

13 conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell, particularly in times of negative market sentiment toward high yield securities. Cash Positions. The Fund may not always stay fully invested. For example, when the Adviser believes that market conditions are unfavorable for profitable investing, or when it is otherwise unable to locate attractive investment opportunities, the Fund s cash or similar investments may increase. In other words, cash or similar investments generally are a residual they represent the assets that remain after the Fund has committed available assets to desirable investment opportunities. When the Fund s investments in cash or similar investments increase, it may not participate in market advances to the same extent that it would if the Fund remained more fully invested, and the Fund s ability to achieve its investment objective may be affected. Convertible Bond Risk. Convertible bonds are hybrid securities that have characteristics of both bonds and common stocks and are therefore subject to both debt security risks and equity risk. Convertible bonds are subject to equity risk especially when their conversion value is greater than the interest and principal value of the bond. The prices of equity securities may rise or fall because of economic or political changes and may decline over short or extended periods of time. Credit Risk. There is a risk that issuers and counterparties will not make payments on securities and other investments held by the Fund, resulting in losses to the Fund. In addition, the credit quality of fixed income securities held by the Fund may be lowered if an issuer s financial condition changes. High yield or junk bonds as well as other debt securities issued by below investment grade issuers are more susceptible to these risks than debt of higher quality issuers. Debt Securities Risk. Debt securities in which the Fund may invest are subject to several types of investment risk, including market or interest rate risk (i.e., the risk that their value will be inversely affected by fluctuations in the prevailing interest rates), credit risk (i.e., the risk that the issuer may be unable to make timely interest payments and repay the principal upon maturity), call or prepayment risk, (i.e., the risk that certain debt securities with high interest rates will be prepaid or called by the issuer before they mature), and event risk (i.e., the risk that certain debt securities may suffer a substantial decline in credit quality and market value if the issuer restructures). Equity Securities Risk. The Fund may invest in equity securities. Equity securities (which generally include common stocks, preferred stocks, warrants, securities convertible into common or preferred stocks and similar securities) are generally volatile and more risky than some other forms of investment. Equity securities of companies with relatively small market capitalizations may be more volatile than the securities of larger, more established companies than the broad equity market indices generally. This risk of loss is further elevated because the Fund may target businesses that may be experiencing or recently experienced financial distress, or may be in, entering, or emerging from, bankruptcy proceedings. Common stock and other equity securities may take the form of stock in corporations, partnership interests, interests in limited liability companies and other direct or indirect interests in business organizations. Interest Rate Risk. Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of fixed income securities held by the Fund are likely to decrease. Securities with longer durations tend to be more sensitive to changes in interest rates, and are usually more volatile than securities with shorter durations. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed securities may experience greater losses than other fixed income securities with similar durations. Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. The Fund may not be able to sell these investments at the best prices or at the value the Fund places on them. In such a market, the value of such investments and the Fund s share price may fall dramatically, even during periods of declining interest rates. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The market for high yield securities in particular may be less liquid and therefore these securities may be harder to value or sell at an acceptable price, especially during times of market volatility or decline. Management and Strategy Risk. The Fund is an actively managed portfolio. Investment strategies employed by the Fund may not result in an increase in the value of your investment or in overall performance equal to other investments. In addition, the Fund s tactical asset allocation strategy may be unsuccessful and may cause the Fund to incur losses. Furthermore, the Adviser will invest and trade without regard to portfolio turnover considerations, and the Fund s annual portfolio turnover rate and investment costs and charges may, therefore, be greater than the turnover rates and costs of other types of investment vehicles. Market Risk. The market price of a security or instrument may decline, sometimes rapidly or unpredictably, due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic or political conditions throughout the world, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The market value of a security or instrument also may decline because of factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Money Market Instruments/Securities. In seeking to provide downside protection, during periods of high market volatility the Fund may hold money market instruments, including commercial paper, bankers acceptances, certificates of deposit and other short-term debt securities. 9