SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 32 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 33 [ X ]
(Check appropriate box or boxes.)
(Exact Name of Registrant as Specified in Charter)
745 Fifth Ave., Suite 500
New York, NY 10151
(Address of Principal Executive Offices)
(212) 725-0805
Registrant’s Telephone Number, including Area Code
John E. Deysher
745 Fifth Ave., Suite 500
New York, NY 10151
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the registration statement.
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[X] on May 1, 2025 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS- PINNACLE VALUE FUND (PVFIX) May 1, 2025
A SERIES OF THE BERTOLET CAPITAL TRUST- NO LOAD SHARES
c/o Mutual Shareholder Services
8000 Towne Centre Dr- 400
Broadview Heights, OH 44147
877-369-3705 X115 toll free or 440-922-0066 X115
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
A diversified mutual fund seeking long term capital appreciation with income as a secondary objective. Minimum investment $2500 (IRAs $1,500), subsequent $100.
12b1 Fee: None, 1% redemption fee if shares redeemed within 1 year of purchase.
Advisor: Bertolet Capital LLC, 745 Fifth Ave- 500 New York, NY 10151
Custodian: Huntington Bank
TABLE OF CONTENTS
PINNACLE VALUE FUND SUMMARY
INVESTMENT OBJECTIVE & INVESTMENT STRATEGIES
PRINCIPAL INVESTMENT RISKS
FINANCIAL HIGHLIGHTS
MANAGEMENT OF THE FUND
DIVIDENDS, DISTRIBUTIONS AND TAXES
NET ASSET VALUE (NAV) PER SHARE
FAIR VALUE PRICING OF SECURITIES
SIZE LIMITATIONS
HOW TO PURCHASE SHARES
AUTOMATIC INVESTMENT PLAN
OTHER INFORMATION ON PURCHASE OF SHARES
HOW TO REDEEM SHARES
OTHER INFORMATION ON REDEMPTION OF SHARES
MARKET TIMING- FREQUENT TRADING
PRIVACY POLICY
ADDITIONAL INFORMATION
PINNACLE VALUE FUND SUMMARY
Long term capital appreciation with income as a secondary objective.
This table describes the fees and expenses you may pay if you buy and hold Fund shares. Shares purchased or held through a financial intermediary may incur fees and expenses that are not reflected in the tables and examples below.
| Maximum sales load imposed on purchases | |
| Maximum sales load imposed on reinvested dividends or capital gains | |
| Redemption fee paid to Fund for shares held less than one year |
| Management Fee | |
| Distribution (12b-1) fee | |
| Other expenses | |
| Acquired fund fees & expenses (1) | |
| Total annual Fund operating expenses | |
| Fee Waiver and/or Expense Reimbursement (2) | ( |
| Annual Fund Operating Expenses after fee waiver and/or expense reimbursement |
| (1) |
| (2) |
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 time periods. The example assumes your investment returns 5% each year and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
| 1 year | 3 years | 5 years | 10 years |
| $ |
$ |
$ |
$ |
The Fund pays transaction costs such as commissions,
when it buys or sells securities (or “turns over” its portfolio). A high 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 2024, Fund turnover was
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The Fund invests primarily in publicly traded equity securities of companies including common and preferred stocks, convertible securities, rights, warrants and other securities. The Fund will invest in a diversified portfolio of securities issued primarily by small and micro-cap (generally less than $2 billion at time of investment) domestic companies which the advisor believes are trading at significant discounts to underlying earnings power or asset values. The Fund emphasizes a “value” style of investing and will focus on underlying company/industry fundamentals in addition to macro factors like the direction of interest rates, government fiscal/monetary policies and geo-political events.
Intense due diligence will be employed by the advisor to assess company prospects via rigorous quantitative and qualitative analysis. This may include speaking with management, customers, competitors, vendors, Wall Street analysts, industry specialists and others to assess strategic, financial and operating priorities. Advisor will target companies with strong balance sheets, capable management, attractive business niches, ownership of valuable franchises or trade names, sound accounting practices and large insider ownership. Ideally, the securities of such companies will trade at low price-to-earnings (P/E), price-to-cash flow (P/CF) and price-to-book (P/B) multiples.
The Fund will often seek catalysts which may accelerate the realization of significant gains in earnings and net worth. These may include a new management team, new products or distribution channels, cost reduction initiatives, an active acquisition or divestiture program, investments in new technologies, share repurchases, asset sales, the presence of an activist investor or a cyclical rebound in earnings.
The Fund employs a disciplined trading strategy. Limit orders will generally be used when buying or selling securities. In purchasing shares, the Fund will attempt to build its position over time without moving prices. It will gradually scale into a position while becoming more comfortable with management, company prospects and the way the security trades. Accumulating a full position may take months. The Fund will sell securities when they become fully valued or if company fundamentals deteriorate.
If suitable purchase candidates cannot be found or in response to adverse market conditions the Fund may purchase money market funds or cash equivalents. If the Fund acquires money market funds, shareholders will be subject to duplicate advisory fees and the Fund may not achieve its investment objectives during a rising market. Historically, the Fund has held high levels of cash equivalents because of the advisor’s risk adverse approach, conditions that advisor believes represent historically high stock market valuations and a dearth of acceptable investment ideas.
General risk.
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Stock market risk.
Value style risk.
Small & micro-cap company risk.
Liquidity risk.
Portfolio strategy risk.
The following bar chart and table provide an indication
of the risks of investing in the Fund by showing changes in the Fund’s performance year to year and how the Fund’s average
annual returns for 1, 5 and 10 years compare with an index of broad market performance.
2024 10.7%
2023 25.4%
2022 1.1%
2021 14.3%
2020 3.4%
2019 10.7%
2018 (11.8)%
2017 (0.1)%
2016 16.5%
2015 (6.0)%
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| 1 year | 5 years | 10 years | |
| Return before taxes | |||
| Return after taxes on distributions (1) | |||
| Return after taxes on distributions and sale of fund shares (1) | |||
| Russell 2000 Index (2) |
| (1) |
| (2) |
Portfolio Management
Investment Advisor- Bertolet Capital LLC
Portfolio Manager- John E. Deysher, CFA has had primary responsibility for the management of the Fund since its inception on April 1, 2003.
Purchase and Sale of Fund Shares
Purchase minimums:
To establish an account: $2,500 ($1,500 for IRAs)
To add to an account: $100 (including IRAs)
You may purchase or redeem shares on any business day the NYSE is open by writing to Pinnacle Value Fund at 8000 Town Centre Dr.- 400, Broadview Heights, OH 44147 or calling 877-369-3705 x 115 if you elected the telephone redemption option upon opening your account. You may also redeem shares held by a financial intermediary by contacting them directly. Regardless of where your shares are held, you will be charged a 1% redemption fee on all shares redeemed within one year of purchase. Proceeds transferred electronically will incur a wire transfer fee paid by you.
Tax Information
Distributions of net investment income and net capital gains (if any) are normally made at year-end and may be subject to federal, state & local taxes if held in taxable accounts.
Payments to broker-dealers and other financial intermediaries
Fund does not pay financial intermediaries for sales of Fund shares or related services.
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FINANCIAL HIGHLIGHTS
The following table is intended to help you understand the Fund’s financial performance for the past 5 years and reflects financial results for a single Fund share. Total returns represent the rate an investor would have earned on a Fund investment assuming reinvestment of all distributions. This information has been audited by Tait, Weller & Baker LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s 2024 Annual Report to Shareholders, which is available upon request.
| Period Ended December 31, | 2024 | 2023 | 2022 | 2021 | 2020 |
| Net Asset Value - | |||||
| Beginning of Year | $ 16.89 | $ 14.33 | $ 15.65 | $ 14.76 | $ 14.27 |
| Net Investment Income (loss)* | 0.35 | 0.32 | 0.17 | 0.19 | 0.10 |
| Net Gains or Losses on Securities | |||||
| (realized and unrealized) | 1.46 | 3.27 | 0.01 | 1.90 | 0.39 |
| Total from Investment Operations | 1.81 | 3.59 | 0.18 | 2.09 | 0.49 |
| Distributions from Net Investment Income | (0.36) | (0.32) | (0.16) | (0.36) | - |
| Distributions from Capital Gains | (1.90) | (0.71) | (1.34) | (0.84) | - |
| Total Distributions | (2.26) | (1.03) | (1.50) | (1.20) | - |
| Paid-in Capital from Redemption Fees (a) | - | - | - | - | - |
| Net Asset Value - | |||||
| End of Year | $ 16.44 | $ 16.89 | $ 14.33 | $ 15.65 | $ 14.76 |
| Total Return | 10.70% | 25.37% | 1.14% | 14.31% | 3.43% |
| Ratios/Supplemental Data | |||||
| Net Assets - End of Year (millions) | $ 36.396 | $ 34.513 | $ 29.281 | $ 32.107 | $ 29.317 |
| Before Reimbursement/Recapture | |||||
| Ratio of Expenses to Average Net Assets | 1.55% | 1.58% | 1.60% | 1.56% | 1.66% |
| Ratio of Net Income to Average Net Assets | 1.67% | 1.69% | 0.75% | 0.80% | 0.37% |
| After Reimbursement/Recapture | |||||
| Ratio of Expenses to Average Net Assets | 1.24% | 1.24% | 1.24% | 1.24% | 1.24% |
| Ratio of Net Income to Average Net Assets | 1.97% | 2.03% | 1.10% | 1.12% | 0.79% |
| Portfolio Turnover Rate | 21.72% | 22.90% | 39.67% | 7.48% | 48.23% |
* Per share net investment income(loss) calculated on average shares outstanding.
(a) Less than $.01 per share
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MANAGEMENT OF THE FUND
Board of Trustees
The Board of Trustees (Board) has overall responsibility for oversight of the Fund. The Board formulates the general policies and meets periodically to review Fund performance, monitor investment activities and discuss matters affecting the Fund.
The Advisor
Bertolet Capital LLC (Advisor) manages the Fund investments pursuant to an Investment Advisory Agreement (Agreement). Subject to the general supervision of the Board, Advisor manages the Fund in accordance with its investment objectives and policies and maintains related records. Advisor is a privately held Limited Liability Company registered as an investment advisor with the SEC.
Advisor is paid a fee which is accrued daily and payable at least yearly at an annual rate of 1.25% of average net assets up to $300 million and 1% of average net assets thereafter. For 2024, the advisory fee was 1.25% and 0.95% net of waivers. A discussion regarding the Board’s renewal of the Agreement is available in the Fund’s Semi-annual Report.
Advisor has contractually agreed to waive fees and/or reimburse expenses as required to maintain Fund annual operating expenses (excluding acquired fund fees & expenses and extraordinary expenses) at or below 1.24% through April 30, 2026. Fees waived and expenses reimbursed during a given year may be paid to Advisor during the following 3 year period provided such payment does not cause the Fund to exceed the 1.24% limit.
Portfolio Manager
John E. Deysher, Advisor President, has been responsible for supervising the Fund's daily investment activities since inception, April 2003. Mr. Deysher has 40 years of investment management experience. From 1990 to Dec. 2002, Mr. Deysher was Portfolio Manager, Senior Analyst with Royce & Assoc., an investment firm specializing in small cap value stocks and advisor to several mutual funds including the Pennsylvania Mutual Fund. He holds a Bachelor’s degree from the Pennsylvania State University, and Masters degrees from Indiana University, Bloomington (Business) and the University of California, Berkeley (Science). He holds a CPA certificate and a CFA charter. The Fund’s Statement of Additional Information provides additional information about the Portfolio Manager’s compensation, management of other accounts and Fund ownership.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund qualifies and intends to continue to qualify as a regulated investment company under Subchapter M of Internal Revenue Code so as to be relieved from federal income tax on net realized gains and net investment income distributed to shareholders. To qualify as a regulated investment company, the Fund must, among other things, distribute to shareholders substantially all income from dividends, interest, net realized capital gains and all other income derived from its investments.
The Fund intends to distribute to all shareholders at least annually, usually in December, substantially all net investment income and net realized capital gains. These will be reinvested in additional shares unless the shareholder has requested payment by check.
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Distributions of net investment income and net short term capital gains, whether received in cash or reinvested in additional shares, are taxable as ordinary income, except that distributions of qualifying dividends from domestic and qualified foreign corporations are taxed at 0% to 20% depending on your tax bracket. Distributions of net long term capital gains are taxable as long term capital gains regardless of how long Fund shares are held.
You will be advised annually of the source of distributions for tax purposes. Distributions are paid to all Fund shareholders as of the record date, the date on which a shareholder must officially own shares to receive the distribution. If you purchase shares just before the Fund declares an income or capital gain distribution, you will pay full price for shares and then receive a portion of price back in the form of a taxable distribution, whether or not you reinvest the distribution in Fund shares. You should consider the tax implication of buying shares in a taxable account just before the Fund declares a distribution. Please contact the Fund for information on distributions.
The redemption of shares is a taxable event which may create a capital gain or capital loss. The Fund will report to redeeming shareholders the proceeds of their redemptions. Because the tax consequences of a redemption will depend on the shareholder's basis in the redeemed shares, shareholders should retain their account statements to determine their tax liability. A loss realized on the taxable disposition of Fund shares may be disallowed if additional shares are purchased within 30 days before or after such sale.
The Fund is required to withhold a portion of taxable income or capital gains distributions and redemptions paid to shareholders who have not complied with IRS taxpayer identification regulations. Shareholders may avoid this withholding requirement by placing on the Account Application Form their proper Social Security or Taxpayer Identification Number and stating they are not subject to withholding taxes. The discussion of federal income taxes above is for general information only. The Statement of Additional Information includes a description of federal income tax aspects that may be relevant. Investors should consult their tax advisors for further clarification.
NET ASSET VALUE (NAV) PER SHARE
Net Asset Value (NAV) per share is determined as of the close of regular trading on the New York Stock Exchange (Exchange), normally 4:00PM EST each business day the Exchange is open. The Exchange is normally closed on all national holidays and Good Friday. Fund shares are bought or redeemed at NAV next determined after an order is received in good form with all supporting documentation and required signatures by the Transfer Agent. NAV per share is determined by dividing the total value of the Fund's investments and other assets less any liabilities by the number of outstanding shares.
In determining NAV, equity securities are valued at the last reported trade price that day and absent a trade price, at the highest bid price. Bonds and fixed income securities are valued at the last trade or bid price or by reference to bonds with comparable ratings, interest rates and maturities using established independent pricing services. Securities for which no market quotations are readily available are valued at their fair value under procedures established and supervised by the Board.
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FAIR VALUE PRICING OF SECURITIES
Under the following circumstances, the Fund will use fair value pricing methods to assign a price to a security where market quotations are not readily available or reliable:
1. Exchange listed or National Assoc. of Securities Dealers Automated Quotation (NASDAQ) securities which have been suspended from trading.
2. When fewer than two market makers are regularly quoting bids for NASDAQ or non-NASDAQ (Bulletin Board, Pink Sheets) over the counter securities.
3. For all restricted securities where no market price exists.
4. Under any other circumstance deemed appropriate by the Portfolio Manager.
The use of fair value pricing may affect Fund shareholders in the following ways: The fair value assigned to a security will impact the Fund’s NAV and, by extension, the value of shares owned. It will also impact the value of the Fund’s net assets on which the Fund pays an advisory fee. For example, advisory fees could be inflated if optimistic values are assigned, even if unintentionally. There is also the possibility that the value used by the Fund may be different from the values used by other funds to price the same security.
For any portion of Fund assets invested in other mutual funds, that portion of the Fund’s NAV is calculated based on the market price of that mutual fund whose prospectus explains the circumstances and effects of fair value pricing for that fund.
SIZE LIMITATIONS
Because of its specialized nature, the Fund retains the right to close the Fund at any time. The Board, in consultation with Advisor, may reopen the Fund at any time.
HOW TO PURCHASE SHARES
You pay no sales charge to purchase Fund shares. You may purchase shares at the NAV per share next calculated after the Transfer Agent has received the request in good order. The NAV per share is calculated by Mutual Shareholder Services (Fund Accountant), at the close of business (currently 4:00 PM EST) each day the Exchange is open. If your order is received prior to 4:00PM, your order will be priced at that day’s NAV. If your order is received after 4:00PM or on a day the Exchange is closed, your order will be priced at the next calculated NAV. We do not accept orders requesting a particular day, price or any other special conditions.
You will receive a confirmation of each transaction and quarterly statements showing your balance and account activity. You should verify statement accuracy upon receipt.
A minimum initial investment of $2500 is required to open an account ($1500 for IRAs) with subsequent minimum investments of $100 (including IRAs). Investment minimums may be waived at the discretion of the Advisor. When you purchase Fund shares, the Transfer Agent will establish an account to which all full and fractional shares will be credited. The Fund will not issue share certificates evidencing Fund ownership. Your account will be credited with the number of shares purchased, relieving you of the responsibility for safekeeping certificates.
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Fund purchases may be made in the following manner:
By mail. Complete and sign the Account Application and mail with your check payable to “Pinnacle Value Fund” to:
Pinnacle Value Fund
Mutual Shareholder Services
8000 Towne Centre Dr.- 400
Broadview Heights, OH 44147
By wire. To expedite your investment, you may advise your bank or broker to transmit funds via Federal Reserve Wire System to Huntington Bank, Fund custodian. Your bank or broker may charge a wire transfer fee which is your responsibility. Please contact Mutual Shareholder Services at 877-369-3705 (toll free) for wire transfer instructions. Neither Fund, Mutual Shareholder Services or Advisor will assume any liability for share purchase delays due to investor failure to provide prompt notification of wire transfer purchases to the Fund or Mutual Shareholder Services.
Through financial intermediaries. If you invest through a broker-dealer or other financial institution, policies and fees charged by that institution may be different from those of the Fund. Broker-dealers, advisors, retirement plans or others may charge transaction fees or set different investment minimums or limitations on buying or selling Fund shares. Consult your financial representative for availability of funds or if you have any questions about any such fees or limitations before buying or selling Fund shares. When buying shares through an intermediary, you will receive the NAV next determined after the Transfer Agent receives your order from the intermediary.
AUTOMATIC INVESTMENT PLAN (AIP)
The AIP provides a convenient way for you to have money deducted from your savings, checking or other accounts for investment in Fund shares. You may enroll in the AIP by completing the Automatic Investment Plan portion of the application. You may enroll only if you have an account maintained at a domestic financial institution which is an Automated Clearing House (ACH) member for automatic withdrawals under the plan. The AIP does not assure a profit or protect against loss. You will be charged a fee if there are insufficient funds in your financial institution account to cover your purchase or if the date of your AIP request differs from our normal processing cycle (5th or 20th of month). You may terminate your AIP at any time by written notification to the Transfer Agent.
OTHER INFORMATION ON PURCHASE OF SHARES
The Fund reserves the right to reject any order, to cancel any order due to non payment and to waive or lower the investment minimums. If an order is canceled because your check or AIP request does not clear, you will be responsible for any loss the Fund incurs. If you are an existing shareholder, the Fund will redeem shares from your account to reimburse it for any loss. A fee will be charged for all checks or AIP requests that fail to clear. For redemptions made shortly after purchase, the Fund will timely process the redemption but will delay payment until clearance of the purchase check. Shares held less than one year are subject to a redemption fee of 1% of proceeds. In the event the Fund cannot recover from the investor, the Fund Accountant will be responsible for any loss. Cash, travelers checks, credit card checks and foreign currency are not accepted.
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Third party checks are acceptable provided they are drawn on a US financial institution, are properly endorsed and the payee is the shareholder of record for the account. Fund may reject a third party check at any time at its discretion.
HOW TO REDEEM SHARES
All Fund shares offered for redemption will be redeemed at the Fund’s NAV (less any applicable redemption fee) next determined after the Transfer Agent receives the redemption request in good order. Since the Fund’s NAV will fluctuate because of changes in the market value of the Fund’s portfolio holdings, redemption proceeds may be more or less than the amount you paid for the shares being redeemed. Redemption proceeds will be mailed to address of record or, if proceeds are $10,000 or more, may be transmitted by wire, upon written request to Transfer Agent, to your pre-designated account at a domestic bank. You may be charged a wire transfer fee. Redemption proceeds are generally mailed within 7 business days of receipt of your request.
Redemption by Mail.
Shares may be redeemed by mail by writing directly to the Transfer Agent. The redemption request must be signed exactly as your name appears on the account application, with the signature guaranteed if required (see below), and must include your account number. If Fund shares are owned by more than one person, the request must be signed by all owners exactly as the names appear on the account. Signature guarantees are normally available from a bank, broker-dealer or other financial institution. A notary public is not an acceptable guarantor.
Signature Guarantee Requirements.
To protect you and the Fund against fraud, signatures on certain requests must have a “signature guarantee”. The following requests require a signature guarantee:
(i) redemption proceeds sent to a different address from that on account, (ii) proceeds are made payable to someone other than account owner, (iii) redemption from an account where name or address has changed within last 30 days, (iv) redemptions above $50,000.
Redemption by Phone.
You may redeem shares by telephone if you have elected telephone redemption privileges on your Account Application. When calling the Transfer Agent, you will need to provide your name(s), account number and password or additional forms of identification.
Telephone redemptions are convenient but this option involves a risk of loss from unauthorized or fraudulent transactions. Fund and Transfer Agent will take reasonable precautions to protect your account from fraud. You should do the same by keeping your account information private and reviewing all statements and confirmations immediately for accuracy. Neither Fund nor Transfer Agent will be responsible for any losses due to telephone fraud so long as they have taken reasonable steps to verify the caller’s identity. Additional documentation may be requested to execute large telephone redemptions.
OTHER INFORMATION ON REDEMPTION OF SHARES
Redemption requests will not be processed until all necessary documents have been received in good order by the Transfer Agent. If you have any questions about what documents are required, please call the Transfer Agent at 1-877-369-3705 (toll free).
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The Fund reserves the right to take up to 10 business days to make payment if the Fund could be adversely affected by immediate payment. The Fund may suspend redemption privileges or postpone payment when the Exchange is closed all day or during what the SEC determines to be emergency circumstances. The Fund expects to pay redemptions from cash, cash equivalents, sale of portfolio securities or by utilizing a line of credit. These methods may be used during normal and stressed market conditions.
Redemption in Kind. The Fund will normally make redemptions in cash but reserves the right to satisfy a redemption request by delivering selected shares or units of portfolio securities under certain circumstances. Any redemption in kind may include illiquid securities that may be difficult to sell at acceptable prices because of the lack of an available market. Shareholders who receive a redemption in kind may also incur brokerage costs to dispose of the securities they receive.
To discourage short term trading, a redemption fee of 1% of proceeds is imposed if shares sold are held less than one year. The fee is payable from redemption proceeds and is retained by the Fund for the benefit of all shareholders. The Fund may waive the redemption fee for mandatory retirement account withdrawals or other circumstances.
Because of the high cost of maintaining small accounts, the Fund may redeem your shares if your account value falls below the stated investment minimums due to redemptions. You will be given 30 days to reestablish the investment minimum. If you do not increase your balance, Fund may close your account and send the proceeds to you.
MARKET TIMING-FREQUENT TRADING
The Fund is intended for long-term investment purposes and is not intended as a vehicle for shareholders to speculate on short-term market movements. It is the Fund’s policy to discourage trading in Fund shares that may be detrimental to long-term Fund owners.
One form of potentially detrimental trading is frequent, excessive, short-term trading or market timing (Market Timing). Market Timing is characterized by frequent purchase and redemption of Fund shares to profit from short-term price movements in the Fund’s NAV. Market Timing has not been defined by federal securities laws or regulation. However, it may be detrimental to long-term shareholders by diluting the value of long-term shareholder shares, disrupting portfolio strategy and execution, causing the Fund to hold larger cash balances than normal, increasing brokerage and related costs such as custody and administration and/or incurring additional tax liability.
To discourage Market Timing, Fund has adopted these policies applying to all accounts:
1. 1% redemption fee for all shares redeemed within one year of purchase.
The fee is retained by the Fund for the benefit of all shareholders.
2. Transfer Agent does not accept payment for Fund shares after 4PM EST. Checks received after 4PM are held until the next business day and receive that day’s NAV.
3. Fund does not accept orders requesting a specific day, price or special consideration.
4. Fund may reject any purchase by any investor for any reason, including orders believed to be from Market Timers. In particular, the Fund reserves the right to reject share purchases without prior notice when it detects a pattern of excessive trading. Fund may close or limit, without notice, any account based on a history of Market Timing.
| 5. | Fund may not enter into any arrangements to permit Market Timing. |
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While these policies and procedures seek to discourage Market Timing in Fund shares, neither the Fund nor Advisor can guarantee they will be successful in doing so.
With respect to accounts where shareholder transactions are processed, or records kept by third party intermediaries, the Fund uses reasonable efforts to monitor such accounts to detect suspicious trading patterns. Transactions placed through the same intermediary or omnibus account may be deemed part of a group for this purpose and be rejected. For any account so identified, the Fund will make further inquiries and take any other necessary actions to prevent Market Timing by the shareholder(s) trading through this account and, if necessary, the third party intermediary maintaining this account. Intermediaries maintaining omnibus accounts with the Fund have agreed to provide shareholder transaction information to the Fund upon request. However, the Fund may not be able to determine that a specific order, especially one made through an omnibus, retirement plan or similar account, is short term or excessive and whether it may be disruptive to the Fund. If the Fund becomes aware of Market Timing in an omnibus, retirement or similar account, it will work with the intermediary maintaining such account to identify the responsible shareholder. There is no assurance the Fund will reject such orders. The Fund has no arrangement with any investor or financial intermediary to permit frequent trading. Fund may accept actions by intermediaries to enforce Market Timing policies on behalf of the Fund that provide a similar level of protection against excessive trading.
PRIVACY POLICY
Protecting your personal information is a Fund priority. The Fund may collect non-public personal information on you in the following ways:
| 1. | From information provided by you on applications or other forms submitted to the Fund or Transfer Agent, and |
| 2. | From information arising from your investment in the Fund. |
The Fund uses electronic, procedural and physical controls in keeping with industry standards and procedures. For example, the Fund authorizes access to your personal and account information on a need to know basis to personnel using this information to provide products and services to you. The Fund does not disclose any non-public personal information about you, except as permitted or required by law. For example, the Fund has entered into arrangements with the Advisor to provide investment advisory, administrative and other services and the Fund may disclose information about you to Advisor, as defined herein, in connection with the Advisor’s responsibilities to the Fund.
ADDITIONAL INFORMATION
Additional Fund information has been filed with the Securities and Exchange Commission in a Statement of Additional Information (SAI) dated the same date as this Prospectus. The SAI provides more detailed Fund information and is incorporated by reference into this Prospectus. Additional information about the Fund’s investments is also available in the Fund’s annual and semi-annual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected Fund performance during the last fiscal year. If you wish to receive a free SAI copy or a report or have any questions about the Fund, please visit our website at www.pinnaclevaluefund.com or call Shareholder Services at 1-877-369-3705 (toll free).
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Additional information about the Fund including the SAI can be viewed and copied at the Public Reference Room at the Securities & Exchange Commission in Washington, DC 20549 or by calling 1-800-732-0330 or by emailing help@sec.gov.
Free access to Fund annual and semi-annual reports and other information is available from the EDGAR database on the SEC’s website at http://www.sec.gov.
The Fund’s Investment Company Act File No. is 811-21291
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STATEMENT OF ADDITIONAL INFORMATION May 1, 2025
PINNACLE VALUE FUND, A SERIES OF THE BERTOLET CAPITAL TRUST
This Statement of Additional Information (SAI) is not a prospectus and should be read in conjunction with the Pinnacle Value Fund Prospectus dated May 1, 2025. This SAI incorporates by reference the Fund’s Annual Report for the year end Dec.31, 2024. You may obtain a Prospectus or most recent Annual or Semi-annual Report free of charge by writing to the Fund c/o Mutual Shareholder Services, 8000 Towne Centre Drive- 400, Broadview Hts., OH 44147 or calling 877-369-3705 (toll free).
TABLE OF CONTENTS
GENERAL
NON PRINCIPAL STRATEGIES
FUNDAMENTAL POLICIES
BOARD OF TRUSTEES
CODE OF ETHICS
INVESTMENT ADVISOR
TRUSTEES AND OFFICERS
PRINCIPAL HOLDERS OF FUND SHARES
TAX INFORMATION
PORTFOLIO TRANSACTIONS AND BROKERAGE
CUSTODIAN
TRANSFER AGENT/ FUND ACCOUNTING/ SHAREHOLDER SERVICES
DISTRIBUTOR/ UNDERWRITER
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DISTRIBUTION PLAN
CAPITAL STOCK INFORMATION
FINANCIAL STATEMENTS
PROXY VOTING POLICIES & PROCEDURES
PORTFOLIO HOLDINGS DISCLOSURE POLICY
GENERAL
The Pinnacle Value Fund (“Fund”) is a diversified, open-end investment management company and the only series of the Bertolet Capital Trust, a Delaware business trust organized on Jan. 1, 2003 (“Trust”). The Trust’s Declaration of Trust authorizes the Board of Trustees (“Board”) to issue an unlimited number of Fund shares. Each Fund share has equal voting, dividend, distribution and liquidation rights.
The Fund will not hold annual shareholder meetings nor will any share certificates be issued. Shareholders are entitled to the same limitation of personal liability extended to shareholders of private corporations for profit organized under Delaware law.
The Trust will call a meeting of shareholders for the purpose of voting upon the removal of any trustee(s) when requested in writing by record holders of at least 10% of the Fund’s outstanding shares. The Trust’s Declaration of Trust contains procedures for the removal of trustees by its shareholders. At any meeting of shareholders, duly called and at which a quorum is present, the shareholders may, by affirmative vote of the majority shares outstanding, remove any trustee(s) from office and may elect a successor or successors to fill any resulting vacancies for any unexpired director terms.
NON PRINCIPAL STRATEGIES
The Fund’s principal investment objectives & strategies are discussed in the Prospectus. This section provides additional information on the types of securities the Fund may invest in and any restrictions thereon.
Short Term Investments. The Fund may invest in money market funds and short term high quality debt securities including commercial paper, repurchase agreements and certificates of deposit. A repurchase agreement is a form of lending whereby the Fund purchases a security with the condition that after a stated period of time the issuer will buy back (repurchase) the same security at a predetermined price or yield. As such, it is subject to counter party risk and the issuer’s inability to pay which may lead to default. The Fund will invest no more than 33 1/3% of assets in repurchase agreements. Money market funds typically invest in short term instruments and attempt to maintain a stable net asset value. While the risk is low, these funds may lose value.
Foreign Securities. The Fund may invest in the common stock of foreign issuers whether traded on U.S. or foreign exchanges. The Fund may also invest in ADRs (American Depository Receipts) that are dollar denominated and issued by a U.S. bank or trust company and represent ownership interests in a foreign company. Investment risks include fluctuations in foreign currency exchange rates, political and economic instability, foreign taxation issues, different or lower standards of accounting, auditing and financial reporting, less developed securities regulation/trading systems and the risk that a country may impose controls on the exchange or reparation of foreign currency. Securities of foreign issuers may often be less liquid and exhibit greater volatility.
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Securities traded on foreign exchanges are valued at the most recent reported sales price, or in the absence of a sale, at the current bid price adjusted for currency conversion. Because of foreign currency fluctuations and changes in the value of the Fund’s foreign holdings, the NAV may change on days that owners may not have access to the Fund.
For securities which trade primarily on exchanges in time zones different from the U.S., the Fund may fair value a security when the Advisor determines that a significant event has occurred after the close of a foreign exchange but before the close of the NYSE. Such significant event may impact an individual security, a particular industry or the market as a whole and result in market prices not being “readily available”. The use of fair value pricing is intended to eliminate pricing inaccuracies which may be caused by a significant event occurring after a foreign exchange has closed but before the Fund’s NAV is calculated. Use of fair value pricing may cause the Fund’s NAV to differ from the NAV that would be calculated using closing market prices.
Preferred Stocks. Generally, preferred stocks pay dividends at a specified rate and holders of such shares usually have preference over common stock holders in payments of dividends and liquidation of assets. Dividends on preferred stocks are generally payable at the discretion of issuer’s board of directors and Fund shareholders may lose money if dividends are not paid. Preferred stock prices may fall if interest rates rise or the issuer’s creditworthiness becomes impaired and it cannot make dividend payments.
Real Estate Investment Trusts (REITs). Equity REITs invest directly in real property while mortgage REITs invest in mortgages on real property. REITs are subject to declines in real estate values, adverse changes in economic conditions and rental income, overbuilding, increased competition, increases in property taxes and operating expenses. REITs pay dividends to shareholders based on available funds from operations. Often the dividends exceed the REIT’s taxable earnings resulting in the excess portion of such dividends being treated as a return of capital. The Fund intends to include the gross dividends from REITs in its distribution to shareholders and, accordingly, a portion of Fund’s distributions may also be deemed a return of capital. Fund shareholders will be subject to management and other fees charged by the REITs in which the Fund invests.
Options on Equities. The Fund may occasionally invest in (buy) or write (sell) options on stocks or indexes to reduce volatility, hedge the portfolio, or generate additional income when the option contract is priced more attractively than the underlying security. Options contracts may be volatile and may have durations up to three years.
The Fund may enter into these transactions so long as the value of underlying securities on which the option contracts may be written at any one time does not exceed 100% of Fund net assets, and so long as the initial margin required to enter into such contracts does not exceed 5% of Fund total assets. Fund will do no “naked” call/ put writing. If the Fund purchases an option and the price of the underlying stock or index fails to move in the anticipated direction, the Fund may lose most or all of the amount paid for the option plus commissions. If the Fund writes (sells) an option and the price of the underlying stock or index fails to move in the direction expected, the Fund’s losses could exceed the proceeds from the options written.
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Premiums paid for put or call options plus commissions will reduce the benefit, if any, realized upon option exercise and unless price of underlying security rises or declines sufficiently, option may expire worthless. Puts or calls purchased produce no income.
Debt Securities. The Fund may invest in corporate (including convertible securities), U.S. Government and Agency debt securities including zero coupon bonds. Debt securities will fall in value if interest rates rise or the issuer’s creditworthiness becomes impaired and it is unable to make interest or principal payments.
Zero coupon bonds do not provide for cash interest payments but instead are issued at discount from face value. Each year, holders of such bonds must accrue a portion of discount as income. Because zero coupon issuers do not make periodic interest payments, zero coupon bond prices tend to be more volatile when interest rates change.
Unaffiliated Mutual Funds. The Fund may invest in securities of other registered investment companies such as closed end funds or business development companies. Fund shareholders will bear, albeit indirectly, a pro rata share of advisory fees and expenses charged by such investments. The Fund may not invest more than 5% of total assets in a single investment company or more than 10% of total assets in the securities of all investment companies. However, the Fund may invest beyond the 5 and 10 percent limits provided it does not own more than 3% of the total outstanding stock of any individual fund or impose a sales load of more than 1.5% on its shares and follows certain proxy voting requirements imposed by the Investment Company Act of 1940. Presently, the Fund imposes no sales load and has no intention of doing so.
Illiquid or Fair Valued Securities. Illiquid securities are securities that may be difficult to sell promptly at acceptable prices because of the lack of an available market . The price used to value illiquid securities may be a market quote or a fair value determined by a method approved by the Board. Because of the thin market for these securities, the Fund may not be able to dispose of them at the most favorable time or price. The Fund may not hold more than 15% of assets in illiquid or fair valued securities.
Restricted Securities. The Fund may invest in securities which are subject to resale restrictions because they have been issued by firms not registered with the Securities and Exchange Commission (“SEC”) and are not readily marketable which may prevent a sale at reasonable prices. The Fund may bear the expense and time delays of registering such securities for resale and may lose money because prompt divestiture is not possible.
Rule 144A Securities. The Fund may purchase Rule 144A securities, which are issued by an SEC registered firm but are not offered via a registration statement and are often illiquid but are eligible for purchase and sale without limitation by qualified institutions.
Short Sales. While the Fund does not intend to sell short as a core strategy, it may occasionally engage in short sales as a hedging technique to reduce investment risks and/or taxes. A short sale is a transaction in which the Fund sells a security it does not own by borrowing it from a broker-dealer, and consequently becomes obligated to replace that security.
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A short sale “against the box” is a short sale where the Fund owns an identical security to the one sold short thereby eliminating the risk of not being able to replace the shares borrowed. The effect of selling a security short against the box is to insulate that security from any future gain or loss. For example, if the Fund owns a security that becomes the target for an acquisition offer calling for the exchange of common stock of the acquirer, an equivalent dollar amount of the acquirer’s shares may be borrowed and sold short. The short sale is made with the intention of later closing out (covering) the short position with the stock of the acquiring firm received upon the deal’s completion. The purpose of this short sale is to protect against a decline in the market value of the acquirer’s stock prior to the deal’s completion. However, should the transaction be called off or otherwise not completed, the Fund may realize losses on both its long position in the target company and its short position in the acquirer.
When the Fund borrows securities which are sold short, the Fund will maintain the required collateral consisting of cash, cash equivalents or liquid securities. The Fund may occasionally attempt to hedge its portfolio by initiating short positions on Exchange Traded Funds (ETFs) of popular security indexes such as the Russell 2000.
FUNDAMENTAL POLICIES
The Fund is a diversified fund, meaning that with respect to 75% of its assets (valued at the time of investment), the Fund will not invest more than 5% of its assets in securities of any one issuer, except for obligations of the U.S. Government and its agencies.
Unless otherwise indicated, the following restrictions are fundamental meaning they may be changed only with the approval of a “majority vote of the outstanding shares” of the Fund as defined by the Investment Company Act of 1940. The Fund will not:
| 1. | Invest more than 25% of total assets in one industry or group of related industries. |
| 2. | Borrow money, except (1) in an amount not exceeding 33-1/3% of Fund total assets (including the amount borrowed) less liabilities (other than borrowings). The does not intend to borrow via reverse mortgages. |
| 3. | Engage in the business of underwriting the securities of other issuers, except as permitted by the 1940 Act. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). |
| 4. | Issue senior securities. |
| 5. | Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that engage in real estate transactions, hold real estate or invest in assets secured by real estate or exercising rights under agreements relating to such securities, including the rights to enforce security interests. |
| 6. | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving foreign currency, futures contracts and options, forward contracts, swaps, caps, floors, collars, securities purchased or sold on a forward commitment or delayed delivery basis or other financial instrument, or investing in securities or other instruments secured by physical commodities. |
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| 7. | Lend money or other assets, except to the extent permitted by the 1940 Act. This restriction does not prevent the Fund from purchasing debt securities or loans in pursuit of its investment program, or for defensive or cash management purposes. The Fund may enter into repurchase agreements but will not loan out securities. |
Defensive Fund Positioning. The Fund may invest a large portion of assets in money market funds or short term investments for defensive purposes in response to market, economic, political or other conditions. In doing so, it may not achieve its objectives.
THE BOARD OF TRUSTEES
The Trust’s affairs are managed by the Board which approves all significant agreements between the Trust and persons or companies doing business with the Fund, including agreements with the Fund’s custodian, transfer agent, investment advisor and administrator. All agreements are subject to limitations imposed by state and/or federal securities law and to the extent any contract contradicts such statutes, the contract would be unenforceable. Daily Fund operations are managed by the Advisor.
The Trust is led by John E. Deysher who has served as President, Secretary, Treasurer and Chief Compliance Officer (CCO) since Trust inception in April, 2003. Mr. Deysher is an interested person by virtue of his controlling interest in Bertolet Capital LLC, investment advisor to the Trust. The Board is comprised of Mr. Deysher and three independent trustees. The Trust does not have a lead independent trustee but the independent trustees have the ability to meet in executive session when appropriate. The Audit Committee is comprised of all independent trustees and oversees the financial reporting of the Trust. The President is responsible for running board meetings, setting agendas and providing information to Board members ahead of each board meeting. The Board believes it best to have a single leader who understands all aspects of the Trust and can provide effective leadership that is in the best interests of the Trust and its shareholders. The existing Board leadership structure has been in effect since inception.
The Board is responsible for overseeing risk management and the full Board regularly discusses risk management and receives CCO compliance reports at quarterly meetings and on an ad hoc basis if necessary. The Audit Committee considers financial reporting risk to be within its area of responsibilities. Generally the Board believes that oversight of material risks is adequately maintained through the risk reporting chain where the CCO is the primary recipient and communicator of such risk-related information/reports.
In order to serve on the Board, a person must be at least 21 years of age and have the ability to communicate with other Board members and management. Additional qualifications include, among other factors, capability, availability to serve, the absence of conflicts of interest and moral character. Additional criteria may apply to trustees being considered to serve on a specific Board committee. For example, members of the audit committee must have the ability to read and understand financial statements.
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Trustees should have the ability to review information from a variety of sources and to use effective business judgement in exercising their duties.
In addition to the above criteria, individual Board members have the following experience and abilities. Bruce Baughman has many years experience as a mutual fund portfolio manager and has a deep understanding of the fund industry. Richard Connelly has many years experience as general counsel for a financial services firm and brings a strong legal background to oversight of the Trust. James Denney has many years experience as a retail investment advisor and has a strong background in all aspects of Fund operations. John Deysher has been responsible for supervising Fund daily activities since inception including portfolio, marketing, administrative and compliance functions.
CODE OF ETHICS
The Board has approved a Code of Ethics (Code) for the Fund and Advisor as required by the Investment Company Act of 1940. The Code governs the personal activities of persons who may have knowledge of the Fund’s investment activities (access persons), and requires that they file regular reports concerning their personal securities trades and prohibits activities that may harm the Fund. The Code generally prohibits access persons from purchasing securities for their own accounts that may be purchased or held by the Fund. The Board is responsible for overseeing implementation of the Code.
INVESTMENT ADVISOR
The Fund’s advisor, Bertolet Capital LLC (“Advisor”) is registered with the SEC as an investment advisor under the Investment Advisors Act of 1940 (“Advisors Act”). John E. Deysher, an affiliated person of the Fund is the Managing Member of the Advisor (a limited liability company), and therefore controls Advisor.
Mr. Deysher, Portfolio Manager, oversees the Fund’s daily investment activities. The Fund has adopted procedures for the allocation of portfolio trades and investment opportunities across client accounts on a fair and equitable basis over time. Fund advisory fees are based on percentage of net assets and are not tied to account performance. While every effort will be made to manage Fund and accounts in parallel fashion, due to cash flows, types of investments and other factors, it is possible that performances may differ.
Mr. Deysher receives no salary, bonus or deferred/retirement compensation from Fund on a regular basis. As sole owner of the Advisor, Mr. Deysher is entitled to the net profit or loss after expenses of Advisor each year. He intends to remain a major Fund shareholder and at Dec. 31, 2024, owned Fund shares with a dollar value in excess of $1,000,000.
As described in the Prospectus, the Fund pays Advisor an advisory fee which is accrued daily and paid monthly at an annual rate of 1.25% of Fund average net assets up to $300 million and an annual rate of 1.00% of Fund average net assets thereafter. Advisor has contractually agreed to waive fees and/or reimburse expenses as required to maintain annual operating expenses (excluding acquired fund fees & expenses, litigation, indemnification and other extraordinary expenses) at or below 1.24% of average net assets through April 30, 2026. Fees waived or expenses reimbursed during a given year may be paid to Advisor during the following 3 years provided payment does not cause the Fund to exceed the 1.24% expense limit.
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If the 12b-1 Plan is implemented, the expense limit will be adjusted to 1.49% of average net assets. The Fund has no immediate plans to implement the 12b-1 plan. For the year end Dec. 31, 2024, 2023 and 2022 advisor earned $335,067, $286,002 and $258,319 in fees respectively. At Dec. 31, 2024 there was $321,267 available for future recapture.
Subject to the direction and supervision of the Board, Advisor manages the Fund’s portfolio in accordance with stated policies and objectives. Advisor makes investment decisions and places purchase and sale orders for security transactions.
Advisor furnishes office facilities, clerical and administrative services and is responsible for the business affairs of the Fund including providing personnel for record keeping, preparation of government reports and responding to shareholder inquiries.
Advisor manages no other pooled investment vehicles or separately managed accounts.
TRUSTEES AND OFFICERS
The Board has overall responsibility for conduct of the Trust’s affairs. Day to day Fund operations are managed by the Advisor subject to review by the Board.
The following table provides biographical information with respect to each Trustee:
| Name, Address, Age | Position | Term of Office | Principal Occupation | Other |
| with Trust | Length of Time | During Past 5 Years | Directorships | |
| Interested Trustee | Served | |||
| John E, Deysher CFA* | Trustee, President, | Indefinite | Managing member, | None |
| (age 70) | Treasurer, Secretary | since inception | Advisor | |
| Independent Trustees | ||||
| Bruce C. Baughman | Trustee | Indefinite | Private Investor | None |
| (age 77) | since 2023 | |||
| Richard M. Connelly | Trustee | Indefinite | Vice President | None |
| (age 70) | since inception | JG Wentworth | ||
| James W. Denney | Trustee | Indefinite | Entrepreneur | None |
| (age 60) | since inception | Private Investor |
There is only one fund in the fund complex.
*Interested person of Fund who is Portfolio Manager and Managing Member of Advisor.
Address of each Trustee is c/o Bertolet Capital Trust,745 Fifth Ave.-500 NY,NY 10151. The Audit Committee consists of the independent trustees, Mr. Baughman, Mr. Connelly and Mr. Denney. The committee meets at least annually with the independent auditors and Fund executives to review the accounting principles applied by the Fund in financial reporting, the scope and adequacy of internal controls, the responsibilities and fees of the independent accountants. Committee recommendations are made to the full Board.
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The Audit Committee met once during the year end Dec. 31, 2024.
The table below shows compensation to Trustees for the year ended Dec. 31, 2024.
| Aggregate | Retirement Benefits | Total | |
| Name | Compensation | Accrued as Trust | Compensation |
| from Fund | Expense | from Fund | |
| Interested Trustee | |||
| John E. Deysher, CFA | $0 | $0 | $0 |
| Independent Trustees | |||
| Bruce C. Baughman | $3,200 | $0 | $3,200 |
| Richard M. Connelly | $3,200 | $0 | $3,200 |
| James W. Denney | $3,200 | $0 | $3,200 |
The Fund does not offer retirement benefits to Fund Trustees or Officers. At March 1, 2025, the Trustees and Officers owned 13.4 % of Fund shares. The table below shows the value of Trustee Fund ownership at Dec. 31, 2024.
| Name | Aggregate Dollar Range of |
| Ownership in Fund | |
| Bruce C. Baughman | Over $100,000 |
| Richard M. Connelly | Over $100,000 |
| James W. Denney | $10,001 - $50,000 |
| John E. Deysher | Over $100,000 |
PRINCIPAL HOLDERS OF FUND SHARES
At March 1, 2025 the following were known to the Fund to be the record and/or beneficial owners of 5% or more of outstanding Fund shares.
| Number | Type of | Percentage of | |
| Name & Address | of Shares | Ownership | Outstanding Shs. |
| John Deysher | 236,789 | Record | 11.1% |
| 745 Fifth Ave. - 500 | |||
| New York, NY 10151 | |||
| Charles Schwab & Co. | 214,891 | Record | 10.1% |
| 3000 Schwab Way | |||
| Westlake, TX 76262 | |||
| Carol Auger | 174,273 | Record | 8.2% |
| 200 Bar Harbor Dr. - 300 | |||
| W. Conshohocken, PA 19428 |
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TAX INFORMATION
The Fund qualifies and intends to continue to qualify as regulated investment company under Subchapter M of the Internal Revenue Code so as to be relieved of the federal income tax on its net gain and net investment income distributions. To qualify as regulated investment company, the Fund must, among other things, distribute to shareholders substantially all net investment income and net realized capital gains. Shareholder distributions are reinvested in additional Fund shares unless shareholder has requested in writing to have them paid by check.
The Fund will attempt to be tax efficient on the sale of securities to minimize the impact of taxes on shareholders. The Fund will attempt to hold portfolio turnover to a minimum to limit the amount of short-term capital gains and brokerage commissions. However, the Fund will rarely let tax or turnover considerations take priority over investment merits.
For federal income tax purposes, Fund distributions, whether received in cash or reinvested in additional shares, from net investment income and net realized short term gains are taxable to you as ordinary income. However, distributions of qualifying dividends from domestic and qualified foreign corporations are taxable at 0% to 20% depending on your tax bracket. Distributions of net long-term gains are taxable as long term gains regardless of length of time Fund shares are held. Distributions are taxable whether received in cash or reinvested in additional Fund shares.
Certain U.S. shareholders, including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which may include Fund distributions and net gains from the disposition of shares of the Fund. U.S. Shareholders are urged to consult their tax advisor regarding the implications of the additional Medicare tax resulting from an investment in the Fund.
Each shareholder is advised annually of the source of distributions for federal income tax purposes. Shareholders not subject to income taxes will not pay taxes on distributions.
If shares are purchased shortly before a distribution, the shareholder will pay the full price for the shares and then receive a portion of the price back in the form of a taxable distribution whether or not the distribution is reinvested. A shareholder should carefully consider the tax implication of purchasing shares just before a distribution record date.
If a shareholder fails to furnish his social security number or taxpayer ID number, the Fund may be required to withhold federal income tax (backup withholding) on all distributions. Distributions may also be subject to backup withholding if the shareholder fails to certify that shareholder is not subject to backup withholding.
A redemption of shares is a taxable event and a capital gain or loss may be realized. A shareholder may wish to consult a tax adviser for further specifics of tax related issues.
For U.S. corporate shareholders, distributions of net investment income (but not short term capital gains) may qualify in part for the 70% dividends received deduction for purposes of determining their regular taxable income provided the corporate shareholder satisfies certain holding period requirements.
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(However, the 70% dividends received deduction is not allowable in determining a corporate shareholder’s alternative minimum taxable income.) Please see your tax advisor for specific details.
Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial foreign entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Act (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (a) income distributions paid by the Fund and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund. FATCA withholding tax generally can be avoided: (a) by an FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reports information relating to them. A Fund may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a Fund shareholder fails to provide the Fund with proper certifications or other documentation concerning its status under FATCA.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Decisions to buy and sell securities are made by Advisor subject to review by the Board. In placing orders with brokers it is Advisor’s policy to seek the best execution at the most favorable price taking into account execution capability, financial integrity and research services provided by the broker-dealer. Advisor is specifically authorized to pay a broker-dealer a commission in excess of what another broker-dealer might charge if Advisor determines in good faith that the commission is reasonable in relation to the value of the execution or research services provided. Research services may include general economic, industry or company research, market and statistical information, and advice on the availability, purchasers or sellers of a particular security. Research services may be used by Advisor in servicing other accounts in addition to the Fund and not all services may be used in connection with the Fund. For periods ended Dec 31, 2024, 2023 and 2022 the Fund paid $19,350, $25,000 and $27,300 respectively in brokerage commissions. Over the counter securities and fixed income securities are generally purchased through market makers on either a principal or agency basis.
CUSTODIAN
Huntington National Bank, 7 Easton Oval, Columbus OH 43219 acts as Fund custodian. It holds all securities and cash of the Fund, delivers and receives payment for securities sold, receives and pays for securities purchased, collects income from investments and performs other duties as directed by the Advisor.
TRANSFER AGENT/ FUND ACCOUNTING/ SHAREHOLDER SERVICES
Mutual Shareholder Services(“MSS”), 8000 Towne Centre Dr-400,Broadview Hts, OH 44147 acts as transfer agent, fund accountant, and shareholder servicing agent for the Fund pursuant to a written agreement with the Trust and Fund.
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Under the agreement, MSS is responsible for administering and performing transfer agent functions, distribution payment, shareholder administration, and maintaining all Fund records.
MSS also acts as fund accountant and performs limited administrative services pursuant to a written agreement with the Trust and Fund. MSS supervises all Fund operations except those performed by Advisor under the Fund’s advisory agreement, including:
| (a) | calculating Fund’s net asset value (NAV). |
| (b) | preparing and maintaining the books and accounts specified in Rule 31a-1 and 31a-2 of the Investment Company Act of 1940. |
| (c) | preparing financial statements contained in Fund’s shareholder reports. |
(d) preparing reports and filings for the SEC.
(e) maintaining the Fund’s financial accounts and records.
For services rendered, the Fund pays MSS an annual fee based on average monthly net assets as determined by valuations made at the close of each business day.
For the years ending Dec. 31, 2024, 2023 and 2022 the Fund paid MSS fund accounting and transfer agency fees of $42,115, $41,946 and $38,000 respectively.
DISTRIBUTOR/UNDERWRITER
The Fund directly distributes its shares and assesses no distribution charges.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Tait, Weller & Baker LLP, 50 S. 16th St.-2900, Phila. PA 19102 serves as the Fund’s independent registered public accountants providing audit services, tax return preparation and assistance and consultation in connection with review of various regulatory filings.
DISTRIBUTION PLAN
The Fund has adopted, but not implemented, a plan pursuant to Rule 12b-1 under the 1940 Act (Plan) whereby the Fund may pay a monthly fee at the annual rate of 0.25% of Fund average daily net assets to Advisor and others for providing distribution services and/or maintaining shareholder accounts related to the distribution of Fund shares. Advisor may use such fees to pay for expenses incurred in the distribution and promotion of Fund shares, including but not limited to, printing prospectuses and reports used for sales purposes, preparation and printing of sales literature and related expenses, advertisements, other distribution related expenses and any distribution or service fees paid to broker-dealers or others who have executed selling agreements with the Fund. Any distribution expenses in excess of 0.25% per annum will be borne by the Advisor. It is possible that Plan accruals may exceed actual Advisor expenditures for eligible services and such fees are not strictly tied to the provision of such services.
The Plan also provides that to the extent the Fund, Advisor or other parties on behalf of the Fund make payments that are deemed to be payments for the financing of any activity primarily intended to result in sale of Fund shares within the context of Rule 12b-1, such payments shall be deemed to have been made pursuant to the Plan.
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In no event shall payments made under the Plan exceed the amount permitted to be paid pursuant to the Conduct Rules of the Financial Industry Regulatory Authority (FINRA).
The Board has determined that consistent cash flow from the sales of new shares is necessary and appropriate to meet redemptions and to exploit buying opportunities without having to make unwanted liquidations of portfolio securities. The Board believes it will benefit the Fund to have monies available for the direct distribution activities of Advisor in promoting the sale of the Fund’s shares and to avoid any uncertainties on whether other payments constitute distribution expenses on the Fund’s behalf. The Board has concluded that in the exercise of their reasonable business judgment and fiduciary duties, there is reasonable likelihood the Plan will benefit the Fund and its shareholders. The Plan has been approved by the Board and must be renewed annually by the Board, including the majority of non-interested Trustees who have no direct or indirect financial interest in the Plan’s operation. Votes must be cast in person at a meeting called for that purpose. The Plan and any related agreements may be terminated at any time, without penalty by a majority vote of the non-interested Trustees or by majority vote of all outstanding Fund shares. Advisor, broker-dealer or other firms may also terminate their respective agreements at any time upon written notice.
The Plan may not be amended to increase materially the amounts to be spent for distribution expenses without approval by a majority of the Fund’s outstanding shares. All material amendments to the Plan shall be approved by majority vote of the non-interested Trustees, cast in person at a Board meeting. Advisor is required to report in writing to the Board at least quarterly on the amounts and purposes of any payments made under the Plan. Advisor shall furnish the Board with any other information reasonably requested to enable the Board to make an informed decision of whether the Plan should be continued. Although the Plan has been adopted by the Board, the Plan will not be implemented while the Prospectus dated May 1, 2025 is in effect.
CAPITAL STOCK INFORMATION
The Board has the power to designate one or more series of shares of common stock (each a “series” or “Fund”) and to classify or reclassify any unissued shares with respect to such series. The Fund is the only series presently offered by the Trust. The Fund offers only one class of shares but the Board is authorized to create additional classes.
Shareholders are entitled to:
| (i) | one vote per full share; |
| (ii) | a pro-rata share of distributions declared by the Board out of funds legally available; |
| (iii) | upon liquidation, to participate ratably in assets available for distribution. |
There are no conversion or sinking fund provisions applicable to the shares and shareholders have no preemptive or cumulative voting rights. Shares are redeemable and fully transferable. All shares issued by the Fund will be fully paid and non assessable.
FINANCIAL STATEMENTS
Financial statements and independent auditor’s opinion required to be included in the SAI are incorporated herein by reference to Fund’s Annual Report dated Dec. 31, 2024.
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Fund Annual and Semi-annual reports are available without charge by calling 877-369-3705 X115 toll free or by visiting the Fund’s website at www.pinnaclevaluefund.com.
PROXY VOTING POLICIES & PROCEDURES
The Board has adopted the following proxy voting policies and procedures. The Board has delegated all proxy voting decisions to Advisor. In voting proxies, Advisor is guided by general fiduciary duties to act solely in the best interest of Fund shareholders and avoid any material conflicts of interest. If a material conflict of interest arises, the proxy will be voted in accordance with the recommendation of an independent third party research firm. Advisor will attempt to consider all relevant factors and will vote proxies to enhance and/or protect shareholder value. Advisor is responsible for monitoring receipt of all proxies and ensuring that proxies are received for all securities owned. All proxies are logged in upon receipt and reviewed to assess issues presented. Advisor divides proxies into “routine” and “non-routine” matters.
| 1. | Routine matters (non-contested elections, CPA approval, etc.) will usually be voted as proposed by the issuer’s Board of Directors. |
| 2. | Non-routine matters (contested elections, shareholder proposals, etc.) will be examined on an issue by issue basis and voted in the best interests of shareholders. |
| 3. | Advisor may occasionally abstain from voting a proxy or specific proxy item when it concludes that the potential benefit of voting is outweighed by the cost or when it is not in the client’s best interest to vote. |
The Fund treats corporate governance seriously and will generally vote against proposals involving excessive compensation, unusual stock options, preferential voting, poison pills and other management entrenching devices. Copies of executed proxy statements and cards are kept at the Advisor’s office. The Fund’s most recent Annual Proxy Voting Record and Proxy Voting Policy is available free by calling/writing Mutual Shareholder Services, at 877-369-3705 toll free.
PORTFOLIO HOLDINGS DISCLOSURE POLICY
The Board has adopted the following policies and procedures concerning disclosure of Fund portfolio holdings. It is the Fund’s policy to prevent selective disclosure of non-public information concerning Fund portfolio holdings. The Fund’s Chief Compliance Officer (CCO) has sole discretion regarding this disclosure. Unless specifically authorized by the CCO, no portfolio holdings information may be provided to anyone except in accordance with the following:
Public Disclosure of Portfolio Holdings
The Fund will distribute complete portfolio holdings information to shareholders through annual (Dec. 31) and semi-annual (June 30) reports mailed within 60 days of period end. Such reports are also made available on www.pinnaclevaluefund.com. Portfolio holdings for the March and September quarters are filed with the SEC on Form NPORT within 60 days of quarter end and may be accessed at the SEC’s website http//www.sec.gov.
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Non-Public Dissemination of Portfolio Holdings Information
Periodically, portfolio holdings information not publicly available may be required by the Fund’s service providers in order to perform various services for the Fund including, but not limited to custodian, pricing, auditing, printing, legal, and compliance services. Service providers may be provided with such information if it serves a legitimate business purpose and service provider has agreed in writing to keep such information confidential. At present, the Fund has ongoing arrangements with the following service providers to provide them with non-public portfolio holdings information:
Mutual Shareholder Services: information provided daily with no time lag.
Huntington Bank: information provided daily with no time lag.
Bertolet Capital LLC: information provided daily with no time lag.
Tait, Weller & Baker LLP: information provided as needed with no time lag.
Thompson Hine LLP: information provided as needed with no time lag.
The Fund may occasionally reveal certain portfolio holdings to broker-dealers who execute securities transactions on behalf of the Fund. Also, Fund trustees and certain officers and employees may have access to non public portfolio holdings information. While Fund does not enter into confidentiality agreements, all such persons are required by Fund and Advisor under general fiduciary principals to keep such information confidential. In addition, Fund employees and Trustees are bound by a Code of Ethics.
The Fund generally does not provide non-public portfolio holdings information to rating or ranking organizations. Nothing herein is intended to prevent disclosure or portfolio holdings as required by law such as request from regulators or to comply with subpoenas.
Other
Neither the Fund, Advisor nor any other party will enter into any arrangement providing for selective disclosure of non-public portfolio holding information for compensation or consideration of any kind.
As part of the annual review of the Fund’s compliance program and report to the Trustees, the CCO will report on (1) the operation and effectiveness of policies and procedures and (2) any changes to policies and procedures that are recommended.
Advisor retains right to use the name “Pinnacle” in connection with another investment vehicle or business enterprise which Advisor may become associated with. The Fund’s right to use Pinnacle automatically ceases 90 days after termination of Agreement.
CYBERSECURITY
The computer systems, networks and devices used by the Fund and its service providers for 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 these protections, the systems, networks and devices can potentially be breached.
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The Fund and its shareholders could be negatively impacted as a result of a cybersecurity breach. Such breaches may include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; attacks that shut down, slow or otherwise disrupt operations, website access or functionality. Cybersecurity breaches may cause disruptions and impact the Fund’s business operations, potentially resulting in financial losses, an inability to calculate NAV, impediments to trading, violations of applicable privacy laws, regulatory fines, penalties and reputational damage, additional compliance costs and the inadvertent release of confidential information.
Similar adverse consequences may result from cybersecurity breaches affecting the issuers of securities acquired by the Fund, trade counterparties, government and regulatory authorities, exchange and other financial market operators/intermediaries and other parties. All of these may inhibit the Fund’s ability to conduct regular business.
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PART C Other information
Item 23. Exhibits
| a. | (1) Certificate of Trust of Bertolet Capital Trust- previously filed on Jan. 30, 2003 as exhibit 99.H to initial registration statement. |
| (2) | Declaration of Trust of Bertolet Capital Trust- previously filed on Jan. 30, 2003 as exhibit 99.H to initial registration statement. |
| b. | Bylaws of Bertolet Capital Trust- previously filed on Jan. 30, 2003 as exhibit 99.H to initial registration statement. |
| c. | Instruments Defining Rights of Securities Holders. None. |
| d. | Advisory Agreement between Pinnacle Value Fund and Bertolet Capital LLC dated March 22, 2003 and amended Oct. 30, 2007 - previously filed on March 7, 2008 as exhibit 99 to Form N-CSR. |
e. Underwriting Contracts. None
| f. | Bonus or Profit-Sharing Contracts. None |
| g. | Custody Agreement - filed herein. |
| h. | Transfer Agent Agreement and Fund Accountant Agreement between Bertolet Capital Trust and Mutual Shareholder Services dated April 1 2003- previously filed on March 31, 2003 as exhibit 99.H to Post-effective amendment No. 1. |
| i. | Legal Opinion - (1) Opinion of Thompson Hine LLP - previously filed on April 28, 2006 as exhibit. 99I (1) to Post-effective Amendment No. 4. | |
| Legal Consent - filed herein. |
| j. | Consent of Independent Auditors - filed herein. |
| k. | Financial Statements. None |
| l. | Subscription Agreement- previously filed March 31, 2003 as exhibit 99.L to Post-effective amendment No.1. |
| m. | 12b-1 Distribution Plan of Pinnacle Value Fund- previously filed Jan. 30, 2003 as exhibit 99.H to initial registration statement. |
| n. | Rule 18f-3 Plan. None |
| p. | Code of Ethics of Pinnacle Value Fund - previously filed on Feb. 29, 2016. |
Item 24. Persons Controlled by or Under Common Control within the Fund. None
Item 25. Indemnification
Article X, Section 2 of the Declaration of Trust provides that Registrant shall indemnify any present or former trustee or officer (“Covered Person”) of Registrant to the fullest extent permitted by law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in settlement thereof. Indemnification will not be provided to a person judged by a court or other body to be liable to Registrant or its shareholders by reason of “willful malfeasance, bad faith, gross negligence or reckless disregard for the duties involved in the conduct of his office” (“Disabling Conduct”) or not to have acted in good faith in the reasonable belief that his action was in the best interest of Registrant. In event of a settlement, no indemnification will be provided unless there has been a determination that trustee or officer did not engage in Disabling Conduct by: (i) the court or other body approving the settlement; (ii) at least a majority of those trustees who are neither interested persons of the trust nor are parties to the matter based upon a review of readily available facts; or (iii) written opinion of independent legal counsel based upon a review of readily available facts.
Insofar as indemnification arising for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in counsel’s opinion the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in Act and will be governed by the final adjudication of such issue.
Item 26. Business and Other Connections of Investment Adviser. None
Item 27. Principal Underwriter. None
Item 28. Location of Accounts and Records.
All accounts, books and documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 thereunder are maintained at the office of Registrant at 745 Fifth Ave.-500 NY, NY 10151 and Transfer Agent at 8000 Town Centre Dr- 400, Broadview Hts, OH 44147 except that all custody records are maintained at the office of the Custodian at 425 Walnut Street, Cincinnati, Ohio 45201.
Item 29. Management Services. None
Item 30. Undertakings. None
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all the requirements for effectiveness of this registration statement under rule 485 under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on April 30, 2025.
BERTOLET CAPITAL TRUST
By: /s/ John E. Deysher
President
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed below by the following persons in the capacities and on the date indicated.
| NAME | TITLE | DATE |
| /s/ Edward P. Breau | Trustee | April 30, 2025 |
| /s/ Richard M. Connelly | Trustee | April 30, 2025 |
| /s/ James W. Denney | Trustee | April 30, 2025 |
| /s/ John E. Deysher | President, Secretary & Trustee | April 30, 2025 |
Exhibit Index
| 1. | Auditor Consent |
| 2. | Legal Consent | |
| 3. | Custody Agreement |
CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT (Agreement), dated as of, is entered into by and between THE HUNTINGTON NATIONAL BANK, a national banking association organized under the laws of the United States (the Custodian or Bank), and Bertolet Capital Trust, a statutory trust formed under the laws of the Delaware (the Company).
W I T N E S S E T H:
WHEREAS, the Custodian serves as custodian and foreign custody manager for certain of its customers; and
WHEREAS, the Company is registered as an open-end investment company with the U.S. Securities and Exchange Commission and is comprised of several series (each a Fund) as set forth on Appendix B hereto; and
WHEREAS, the Company wishes to appoint the Custodian to act as its custodian and as the foreign custody manager for the Funds to provide for the custody and safekeeping or, if applicable, recording of the Investments of the Funds, which are acceptable to the Custodian, as required by the 1940 Act (as defined below), and to provide related services, all as provided herein, and the Custodian is willing to accept such appointment, subject to the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Custodian and the Company hereby agree, as follows:
Definitions: The following words and phrases, when used in this Agreement, unless the context otherwise requires, shall have the following meanings:
1940 Act shall mean the Investment Company Act of 1940, as amended from time to time.
1934 Act shall mean the Securities and Exchange Act of 1934, as amended from time to time.
Advance(s) shall mean any extension of credit by or through the Custodian or by or through any Sub-custodian and shall include, without limitation, amounts due to the Custodian or any Sub-custodian as the principal counterparty to any foreign exchange transaction with the Company, or paid to third parties for account of the Company or in discharge of any expense, tax or other item payable by the Company.
Agent(s) shall have the meaning set forth in Section 8 hereof.
1
Applicable Law shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction, compliance with which is required or customarily observed in such jurisdiction.
Authorized Person(s) shall mean any person, whether or not any such person is an Officer or employee of the Company, who is duly authorized by the Board of Trustees of the Company to give Instructions on behalf of the Company or any Fund in accordance with Section 4 herein, and named in the authorized signers form provided by the Custodian attached hereto and as amended from time to time by resolution of the Board of Trustees, certified by an Officer, and received by the Custodian.
Board of Trustees shall mean the Trustees (or directors) from time to time serving under the Company's Agreement and Declaration of Company, as from time to time amended.
Book-Entry System shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFT Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of Subpart O.
Business Day shall mean any day that the New York Stock Exchange is open for business.
Cash means legal tender currency that is readily available for use and shall not mean any digital currency, cryptocurrency or bitcoin.
Clearing Corporation shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.
Company shall mean the trust which is the party to this Agreement, and which is an open-end management investment company registered under the 1940 Act.
Dividend and Transfer Agent shall mean the dividend and transfer agent appointed, from time to time, pursuant to a written agreement between the dividend and transfer agent and the Company.
Electronic Means means the following communications methods: e-mail; facsimile transmission; secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys or another method or system agreed to by the parties in writing.
FINRA means the Financial Industry Regulatory Authority.
Foreign Financial Regulatory Authority shall have the meaning given by Section 2(a)(50) of the 1940 Act.
2
Fund(s) shall mean each series of the Company listed in Appendix B and any additional series added pursuant to Written Instructions. A series is individually referred to as a "Fund" and collectively referred to as the "Funds."
Instruction(s) shall mean Oral Instructions or Written Instructions. Instructions may be continuing Written Instructions when agreed to by both parties.
Investment(s) shall mean any investment asset of the Company and/or a Fund, which is acceptable to the Custodian, including without limitation, Money Market Securities and Securities.
Money Market Security shall mean debt obligations issued or guaranteed as to principal and/or interest by the government of the United States or agencies or instrumentalities thereof, commercial paper, obligations (including certificates of deposit, bankers' acceptances, repurchase agreements and reverse repurchase agreements with respect to the same), and time deposits of domestic banks and thrift institutions whose deposits are insured by the Federal Deposit Insurance Corporation, and short-term corporate obligations where the purchase and sale of such securities normally require settlement in federal funds or their equivalent on the same day as such purchase and sale, all of which mature in not more than thirteen (13) months.
Officer shall mean the Chairman, President, Secretary, Treasurer, any Vice President, Assistant Secretary or Assistant Treasurer of the Company.
Oral Instructions shall mean Instructions orally transmitted to and received by the Custodian from an Authorized Person (or from a person that the Custodian reasonably believes in good faith to be an Authorized Person) and confirmed by Written Instructions in such a manner that such Written Instructions are received by the Custodian on the Business Day in accordance with Section 4 herein immediately following receipt of such Oral Instructions, provided, however, the Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions authorized by such Oral Instructions.
Prospectus shall mean with respect to each Fund, the Funds then currently effective prospectus and Statement of Additional Information, as filed with the Securities and Exchange Commission.
SEC shall mean the Securities and Exchange Commission of the United States.
Security or Securities shall mean Money Market Securities, common stock, preferred stock, options, financial futures, bonds, notes, debentures, corporate debt securities, mortgages, bank certificates of deposit, bankers' acceptances, mortgage-backed securities or other obligations and any certificates, receipts, warrants, or other instruments or documents representing rights to receive, purchase, or subscribe for the same or evidencing or representing any other rights or interest therein, or any similar property or assets, including securities of any
3
registered or unregistered investment company, collective investment scheme, commodity pool or other pooled investment vehicle that the Custodian has the facilities to clear and to service.
Securities Depository shall mean a central or book entry system or clearing agency established under Applicable Law for purposes of recording the ownership, transfer, and/or entitlement to investment securities for a given market.
Sub-custodian(s) shall mean each Sub-custodian appointed by the Custodian pursuant to Section 8 of this Agreement, but shall not include Securities Depositories.
Written Instructions means communications in writing actually received by the Custodian from an Authorized Person in accordance with Section 4. A communication in writing includes a communication by facsimile or between electro-mechanical or electronic devices as set forth in Section 4. All written communications shall be directed to the Custodian, attention: Institutional Trust Custody Group.
1.
Appointment of the Custodian; Acceptance. The Company hereby designates, constitutes, and appoints the Custodian as custodian and its foreign custody manager for all Investments and Cash owned by each Fund at any time during the term of this Agreement, and the Custodian hereby accepts such appointment and agrees to perform the duties thereof as provided in this Agreement.
2.
Furnishing of Documents; and Representations and Warranties of the Company.
2.1
Documentation. The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement, to the Custodian by the Company:
1)
A copy of the Declaration of Trust of the Company certified by the Secretary.
2)
A copy of the By-Laws of the Company certified by the Secretary.
3)
A copy of the resolution of the Board of Trustees of the Company appointing the Custodian, certified by the Secretary.
4)
A copy of the then current Prospectuses.
5)
A Certificate of the President and Secretary of the Company setting forth the names and signatures of all Authorized Persons.
In addition, the Company agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any Dividend and Transfer Agent.
2.2
Representations and Warranties of Company: The Company makes the following representations and warranties to the Custodian:
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2.2.1
The obligations of the Company set forth in this Agreement have been authorized by the Companys Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By-Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Company and then only to the extent of the assets of the Company.
2.2.2
Authorized Signers forms sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Authorized Signers forms in form similar to the attached , if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Authorized Signers Form shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Authorized Signers Form.
2.2.3
The Company hereby represents and warrants that it is duly organized under the laws of the State of Delaware registered as an open-end investment company under the 1940 Act and that this Agreement to the best of Companys knowledge, does not violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement.
2.2.4
By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Company under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction.
2.2.5
By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation as is without recourse against Custodian; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or the Companys Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants
5
and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodians name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which the Company invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Companys investments in such schemes; (vi) represents, warrants and covenants that the Company will provide the Custodian with such information as is necessary or appropriate to enable Custodians performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Company is not a Plan (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the Code), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include plan assets of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the plan assets of, a Plan.
3.
Representations and Warranties of the Custodian.
3.1
The Custodian hereby represents and warrants that it is a national banking association duly organized under the laws of the United States of America and that this Agreement has been duly executed by the Custodian and to the Custodians knowledge will not violate any Applicable Law or any material agreement, instrument, judgment, order or decree which the Custodian is a party or to which it is bound.
4.
Instructions.
4.1
Authorized Persons. The Custodian may treat any Authorized Person as having full authority of the Company to issue Instructions hereunder. The Custodian shall be entitled to rely upon the authority of any Authorized Persons until it receives appropriate written notice from the Company to the contrary.
4.2
Form of Instruction. Each Instruction, other than Oral Instructions, shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Company from time to time unless the Company shall elect to transmit such Written Instruction in accordance with Subsections (1) through (3) of this Section.
4.2.1
Written Instructions. Written Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.
4.2.2
Custodian Designated Secured-Transmission Method. Written Instructions may be transmitted through the Custodians electronic instruction system (subject to the execution of the Custodians applicable electronic access documentation).
4.2.3
Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (including DocuSign initiated by the
6
Custodian), it being understood that such acknowledgement shall authorize the Custodian to accept such means or delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Authorized Person, including Oral Instructions, and Instructions by SWIFT or Instructions sent by facsimile, electronic mail or other Electronic Means.
When an Instruction is given by means established under Subsections (1) through (3), it shall be the responsibility of the Custodian to use reasonable care to adhere to its authentication policies and procedures for manual instruction to determine that such Instruction is given by an Authorized Person or are transmitted with proper testing or authentication pursuant to terms and conditions which Custodian may specify, including DocuSign initiated by Custodian. The Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances.
If the Custodian receives Instructions using Electronic Means, or any such Instruction contains a digital signature executed pursuant to the means provided for in Section 11.5, and the Custodian acts upon such Instructions, the Custodian's understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Custodian cannot determine the identity of the actual sender of such Instructions or the actual signer of the digital signature, and that the Custodian shall conclusively presume that they have been sent by an Authorized Person. The Company shall be responsible for ensuring that only Authorized Persons transmit such Instructions or digital signatures to the Custodian and that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian's reliance upon and compliance with such Instructions or digital signatures. The Company agrees: (i) to assume all risks arising out of the use of digital signatures or Electronic Means to submit Instructions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the use of digital signatures, as well as the various methods of transmitting Instructions to the Custodian, and that there may be more secure methods of transmitting signatures and Instructions than the methods selected by the Company; (iii) that the security procedures (if any) to be followed in connection with the transmission of digital signatures and/or Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Custodian immediately upon learning of any compromise or unauthorized use of the security procedures.
In its sole discretion, Custodian may, but shall not be required to, accept Oral Instructions given to Custodian by telephone. Oral Instructions delivered to Custodian by telephone will be provided by telephone on a contingency basis only; and will, within two (2) hours thereafter, be confirmed in writing by an Authorized Person in the manner set forth herein, provided, however, the Company agrees that the failure of the Custodian to receive such confirming Instructions timely or at all shall in no way affect the validity of the transactions or enforceability of the transactions which were the subject of such oral Instruction. The Company further agrees that the Custodian shall incur no liability to the Company or the Fund for acting upon Oral Instructions given to the Custodian hereunder. The Company further consents to the recording by the Custodian of any Oral Instructions given by the Company or on the Funds behalf. The
7
provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.
4.3
Completeness and Contents of Instructions. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in Investments and upon any delivery and transfer of any Investment or moneys, the person initiating the Instruction shall give the Custodian an Instruction with all necessary information required by Custodian to enable Custodian to carry out the Instructions. If the Custodian determines that an Instruction is either unclear or incomplete, the Custodian may give prompt notice of such determination to the Company, and the Company shall thereupon amend or otherwise reform the Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction. The Custodian need not act upon Instructions which it reasonably believes to be contrary to Applicable Law or market practice, but Custodian shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event Custodian elects to not act upon Instructions as provided in the foregoing sentence, Custodian shall promptly notify the Company and/or the Fund, as applicable, of any Instructions it believes to be contrary to Applicable Law or market practice.
4.4
Timeliness of Instructions. In giving an Instruction, the Company shall take into consideration delays which may occur due to the involvement of a Sub-custodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instruction, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Company. Custodian has established cut-off times for receipt of some categories of Instruction, which shall be made available to the Company and the Funds or other third parties, as appropriate. If Custodian receives an Instruction after its established cut-off time, Custodian shall attempt to act upon the Instruction on the day requested on a commercially reasonable basis or otherwise as soon as practicable on the next Business Day.
5.
8
Purchase and Sale of Investments.
5.1
Delivery of Investments. During the term of this Agreement, the Company will deliver or cause to be delivered to the Custodian all Investments to be held by the Custodian for the account of any Fund. The Custodian will not have any duties or responsibilities with respect to such Investments until actually received by the Custodian. The Custodian is authorized to open and maintain Custody Accounts (individually an "Account" and collectively, the Accounts) in the name of each Fund. Each Account now or in the future opened by the Company and held by the Custodian in that fashion will be subject to the terms and conditions of this Agreement. The Custodian will hold in the Account all Investments and Cash which it receives for deposit into the respective Accounts from the Company from time to time, provided, however, that the Custodian reserves the right to refuse to accept any particular Investments for deposit into an Account that the Custodian determines that it does not or cannot act as the Custodian for. The Custodian will promptly notify the Company of such refusal and the reason for the refusal. The Custodian is hereby authorized by the Company, acting on behalf of a Fund, to actually deposit any assets of the Fund in the Book-Entry System or in a Securities Depository, provided, however, that the Custodian shall be accountable to the Company for the assets of the Fund so deposited. Assets deposited in the Book-Entry System or the Security Depository will be represented in accounts which include only assets held by the Custodian for customers, including but not limited to accounts in which the Custodian acts in a fiduciary or representative capacity. The Company authorizes Custodian or its Sub-custodians to hold Investments in omnibus accounts of a Sub-custodian or Securities Depository with respect to both domestic Investments and global Investments. Custodian is authorized, when directed to do so by the Company, to hold Investments at third parties and to register Investments in broker street name or in the name of other third parties (or their nominees) in accordance with industry practice. As and when received, the Custodian shall deposit to the account(s) of a Fund any and all payments for Shares of that Fund issued or sold from time to time as they are received from the Companys distributor or Dividend and Transfer Agent or from the Company itself. The Custodian shall not be responsible for any Securities, moneys or other assets of any Fund until actually received.
5.1.1
Purchase of Investments. Promptly after each purchase of Investments by the Company, the Company shall deliver to the Custodian (i) with respect to each purchase of Investments which are not Money Market Securities, Written Instructions, and (ii) with respect to each purchase of Money Market Securities, Written Instructions, specifying with respect to each such purchase the:
(a)
Name of the issuer and the title of the securities;
(b)
Number of shares, principal amount purchased (and accrued interest, if any) or other units purchased;
(i)
Date of purchase and settlement;
(ii)
Purchase price per unit;
(iii)
Total amount payable;
9
(iv)
Name of the person from whom, or the broker through which, the purchase was made;
(v)
Name of the person to whom such amount is payable; and
(vi)
Name of the Fund for which the purchase was made.
The Custodian shall, against receipt of Investments purchased by or for the Company, pay out of the moneys held for the account of such Fund the total amount specified in the Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Investments for a Fund, if in the relevant Fund custody Account there is insufficient Cash available to the Fund for which such purchase was made. With respect to any repurchase agreement transaction for the Funds, the Custodian shall assure that the collateral reflected on the transaction advice is received by the Custodian.
5.2
Sale of Investments. Promptly after each sale of Investments by a Fund, the Company shall deliver to the Custodian (i) with respect to each sale of Investments which are not Money Market Securities, Written Instructions, and (ii) with respect to each sale of Money Market Securities, Written Instructions, specifying with respect to each such sale the:
1)
Name of the issuer and the title of the Investments;
2)
Number of shares, principal amount sold (and accrued interest, if any) or other units sold;
3)
Date of sale and settlement;
4)
Sale price per unit;
5)
Total amount receivable;
6)
Name of the person to whom, or the broker through which, the sale was made,
7)
Name of the person to whom such Investments are to be delivered, and
8)
Fund for which the sale was made;
The Custodian shall deliver the Investments against receipt of the total amount specified in the Written Instructions.
5.3
Delivery Versus Payment for Purchases and Sales. Purchases and sales of Investments effected by Custodian will be made on a delivery versus payment basis in accordance with generally accepted trade practices, or the terms of the instrument representing such Investment. The Custodian may, in its sole discretion, upon receipt of Written Instructions, elect to settle a purchase or sale transaction in some other manner, but only upon receipt of acceptable indemnification from the Fund.
10
5.4
Payment on Settlement Date. On contractual settlement date, the account of the Fund will be charged for all purchased Investments settling on that day, regardless of whether or not delivery is made. Likewise, on contractual settlement date, proceeds from the sale of Investments settling that day will be credited to the account of Fund, irrespective of delivery. Exceptions to contractual settlement on purchases and sales, that will continue to settle delivery versus payment, include real estate, venture capital, international trades, open-ended mutual funds, i, non- standard depository settlements and in-kind trades.
5.5
Segregated Accounts. The Custodian shall, upon receipt of Written Instructions so directing it, establish and maintain a segregated account or accounts for and on behalf of a Fund. Cash and/or Investments may be transferred into such account or accounts for specific purposes, to-wit:
1)
In accordance with the provision of any agreement among the Company, the Custodian, and a broker-dealer registered under the 1934 Act, and also a member of the FINRA (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange, the Commodity Futures Trading Commission, any registered contract market, or any similar organization or organizations requiring escrow or other similar arrangements in connection with transactions by the Fund;
2)
For purposes of segregating Cash or Investments in connection with options purchased, sold, or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund;
3)
For the purpose of compliance by the Fund with the procedures required for reverse repurchase agreements, firm commitment agreements, standby commitment agreements, short sales, or any other securities by 1940 Act Release No. 10666, or any subsequent release or releases or rule of the SEC relating to the maintenance of segregated accounts by registered investment companies;
4)
For the purpose of segregating collateral for loans of Investments made by the Fund; and
5)
For other proper corporate purposes, but only upon receipt of, in addition to Instructions, a copy of a resolution of the Board of Trustees, certified by an Officer, setting forth the purposes of such segregated account.
Each segregated account established hereunder shall be established and maintained for a single Fund only. All Instructions relating to a segregated account shall specify the Fund involved.
5.6
Advances for Settlement. Except as otherwise may be agreed upon by the parties hereto, the Custodian shall not be required to comply with any Instructions to settle the purchase of any Investments on behalf of a Fund unless there is sufficient Cash in the account(s) pertaining to such Fund at the time or to settle the sale of any Investments from such an account(s) unless such Investments are in deliverable form. Notwithstanding the foregoing, if
11
the purchase price of such Investments exceeds the amount of Cash in the account(s) at the time of such purchase, the Custodian may, in its sole discretion, advance the amount of the difference in order to settle the purchase of such Investments. The amount of any such advance shall be deemed a loan from the Custodian to the Company payable on demand and bearing interest accruing from the date such loan is made up to but not including the date such loan is repaid at the Federal Funds rate plus 100 basis points and otherwise on the terms on which the Custodian makes similar overdrafts available from time to time. No prior action or course of dealing on Custodians part with respect to the settlement of transactions on the Funds behalf shall be asserted by Company or the Fund against Custodian for Custodians refusal to make Advances to settle any transaction for which Fund does not have sufficient available funds in the applicable currency in the Account. The Custodian shall not have any responsibility for delivery of a security not held in the Account. Whenever an Advance is made, the Fund agrees that Custodian shall have a continuing custodial lien over the Investments in the Accounts to the extent of and for the duration of such advance, in an amount sufficient to repay the indebtedness and any fee associated therewith, until repaid, and all the rights of a secured party under the Section 9-206 of the Uniform Commercial Code in effect in Ohio from time to time.
5.7
Safekeeping of Company Assets. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Sub-custodians, or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Sub-custodians. The Custodian shall hold Investments for the account of the Company and shall segregate Investments from assets belonging to the Custodian and shall cause its Sub-custodians to segregate Investments from assets belonging to the Sub-custodian in an account held for the Company or in an account maintained by the Sub-custodian generally for non-proprietary assets of the Custodian. In the event of a loss of a Security for which loss the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Security, or in the event that such replacement cannot be effected, the Custodian shall pay to the Company the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or, such other lesser amount as shall be agreed by the parties.
6.
Administrative Duties Custodian.
6.1
Duties. Custodian shall perform the following administrative duties with respect to and in connection with Investments of the Company.
6.1.1
Segregation of Non-Cash Assets; Use of Securities Depositories. All Investments and non-cash property held by the Custodian for the account of a Fund (other than Investments maintained in a Securities Depository or Book-entry System) shall be physically segregated from other Investments and non-cash property in the possession of the Custodian (including the Investments and non-cash property of the other Funds) and shall be identified as subject to this Agreement. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Sub-custodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Sub-custodian, as the case may be, and (b) in an account for the Company or in bulk segregation in an account maintained for the
12
non-proprietary assets of the entity holding such Investments in the Securities Depository. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Sub-custodian or (any agent of either) from holding its client assets in such a separate account, the Custodian, the Sub-custodian or other agent shall as appropriate segregate such Investments for the benefit of the Company from the assets held for the benefit of clients of the Custodians generally on its own books.
6.1.2
Securities in Bearer and Registered Form. All Investments held which are issued or issuable only in bearer form, shall be held by the Custodian in that form; all other Investments held for a Fund may be registered in the name of the Custodian, any Sub-custodian appointed in accordance with this Agreement, or the nominee of any of them. The Company agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold, or deliver in proper form for transfer, any Investments that it may hold for the account of any Fund and which may, from time to time, be registered in the name of a Fund. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Sub-custodian or agent of the Custodian or a Sub-custodian; or (c) in an account maintained by the Custodian, Sub-custodian or agent at a Securities Depository, all in accordance with customary market practice in the jurisdiction in which any Investments are held. Investments which are registered may be registered in the name of the Custodian, a Sub-custodian, or in the name of the Company or a nominee for any of the foregoing, and may be held in any manner set forth in this Section 6 with or without any identification of fiduciary capacity in such registration. Investments which are represented by book-entry may be so held in an account maintained by the book-entry agent on behalf of the Custodian, a Sub-custodian, an Agent of the Custodian, or a Securities Depository.
6.1.3
Contractual Obligations and Similar Investments. From time to time, a Funds assets may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Written Instruction. The Custodian shall have no responsibility for agreements running to the Company as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Written Instruction, to include such arrangements in reports made to the Company.
6.1.4
Duties of Custodian as to Securities. Unless otherwise instructed by the Company, with respect to all Investments held for the Company, the Custodian shall:
(a)
Collect all income due and payable with respect to such Investments;
13
(b)
Present for payment and collect amounts payable upon all Investments which may mature or be called, redeemed, or retired, or otherwise become payable;
(c)
Surrender interim receipts or Investments in temporary form for Securities in definitive form; and
(d)
Execute, as Custodian, any necessary declarations or certificates of ownership under the Federal income tax laws or the laws or regulations of any other taxing authority, including any foreign taxing authority, now or hereafter in effect.
6.1.5
Certain Actions Upon Written Instructions. Upon receipt of a Written Instructions and not otherwise, the Custodian or its agent shall:
(a)
Execute and deliver to such persons as may be designated in such Written Instructions proxies, consents, authorizations, and any other instruments whereby the authority of the Company as beneficial owner of any Investments may be exercised, subject to the provisions set forth in subsection 6.1.6;
(b)
Deliver any Investments in exchange for other Investments or Cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation, or recapitalization of any corporation, or the exercise of any conversion privilege, subject to the provisions set forth in subsection 6.1.7;
(c)
Deliver any Investments to any protective committee, reorganization committee, or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization, or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery, subject to the terms set forth in subsection 6.1.7;
(d)
Make such transfers or exchanges of the assets of any Fund and take such other steps as shall be stated in the Written Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Company, subject to the terms set forth in subsection 6.1.7; and
(e)
Deliver any Securities held for any Fund to the depository agent for tender or other similar offers, subject to the terms set forth in 6.1.7 below.
6.1.6
Custodian to Deliver Proxy Materials. The Custodian or its proxy voting agent shall promptly deliver to the Company upon receipt, which may be provided electronically, all notices, proxy materials and proxy ballots pertaining to shareholder meetings related to Securities held by any Fund. Any such proxy issued in the name of the Custodian or its nominee and so forwarded, shall be duly signed, but otherwise unmarked, by the Custodian or its nominee. The Custodian shall not vote or authorize the voting of any proxy ballots related to any Funds Investments or give any consent, waiver or approval with respect thereto unless so directed by Written Instructions. The Custodian shall be under no duty or obligation to make any recommendation regarding the manner of voting of any such proxy, or to determine whether and how such proxy is voted but the Custodian or its agent shall reasonably cooperate with the
14
Company in voting any such proxies pursuant to the Companys Written Instructions which are timely received. If information is received by Custodian or its agent too late to permit timely voting, Custodians only obligation will be to provide, so far as reasonably practicable, a notification (or summary information concerning a notification) on an information only basis. In performing proxy services Custodian or its agent will be acting solely as the agent of the Company and the Fund, and will not (i) exercise any discretion with regard to proxy services or (ii) vote any proxy unless directed to do so in a manner pursuant to Written Instructions given by an Authorized Person.
6.1.7
Custodian to Deliver Corporate Action Information. The Custodian or its agent shall promptly deliver to the Company all information received by the Custodian and pertaining to Securities held by any Fund with respect to tender or exchange offers, calls for redemption or purchase, expiration of rights, mergers, recapitalizations, warrants, voting rights, legal proceedings or similar transactions (Corporate Actions). If the Company desires to take action with respect to any Corporate Action, the Company shall notify the Custodian at least five Business Days prior to the date on which the Custodian is to take such action. The Custodian or its agent will act on such Corporate Actions only pursuant to the Companys clear, complete and accurate Written Instructions, which are timely received through the provided Corporate Action response system. The Written Instructions should direct where completed forms should be delivered and when they must be delivered by. The Custodian or its agent shall not be required to interpret the Corporate Action materials on the Companys behalf, review the soundness of the Companys decision or otherwise advise the Company on discrepancies, legal matters or business matters in connection with the Corporate Action. The Custodian shall charge extraordinary fees and expenses for filing complex Corporate Actions.
6.1.8
Custodian to Deliver Security and Transaction Information. On each Business Day that the Federal Reserve Bank is open, the Custodian shall furnish the Company with a detailed statement of monies held for the Fund under this Agreement and with confirmations and a summary of all transfers to or from the account of the Fund. At least monthly and from time to time, the Custodian shall furnish the Company with a detailed statement of the Securities held for the Fund under this Agreement. Prices and other information obtained from third parties which may be contained in any Account statement sent to the Company have been obtained from sources Custodian relies on in good faith. Custodian does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Investments. Custodian shall incur no liability to the Company, the Fund or the Account for any loss which may arise from the mispricing of Investments in the Accounts by any broker, pricing service or other person upon whose valuation Custodian relies in good faith. Where Securities are transferred to the account of the Fund without physical delivery, the Custodian shall also identify as belonging to the Fund a quantity of Securities in a fungible bulk of Securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of the Book-Entry System or the Depository. With respect to information provided by this section, it shall not be necessary for the Custodian to provide formal Notice as described below. It shall be sufficient to communicate by such means as shall be mutually agreeable to the Company and the Custodian.
15
6.2
Ownership Certificates and Disclosure of the Custodian's Interest. The Custodian is hereby authorized to execute on behalf of the Company ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Company with respect to Investments, or in connection with the sale, purchase or ownership of Investments.
6.3
Distribution of Assets. The Company shall furnish to the Custodian a copy of the resolution of the Board of Trustees of the Company, certified by the Company's Secretary, either (i) setting forth the date of the declaration of any dividend or distribution in respect of Shares of any Fund of the Company, the date of payment thereof, the record date as of which the Fund shareholders entitled to payment shall be determined, the amount payable per share to Fund shareholders of record as of that date, and the total amount to be paid by the Dividend and Transfer Agent on the payment date, or (ii) authorizing the declaration of dividends and distributions in respect of Shares of a Fund on a daily basis and authorizing the Custodian to rely on Written Instructions setting forth the date of the declaration of any such dividend or distribution, the date of payment thereof, the record date as of which the Fund shareholders entitled to payment shall be determined, the amount payable per share to Fund shareholders of record as of that date, and the total amount to be paid by the Dividend and Transfer Agent on the payment date. On the payment date specified in the resolution or Written Instructions described above, the Custodian shall segregate such amounts from moneys held for the account of the Fund so that they are available for such payment.
6.3.1
Segregation of Redemption Proceeds. Upon receipt of Written Instructions so directing it, the Custodian shall segregate amounts necessary for the payment of redemption proceeds to be made by the Dividend and Transfer Agent from moneys held for the account of the Fund so that they are available for such payment.
6.3.2
Disbursements of Custodian. Upon receipt of a Written Instruction directing payment and setting forth the name and address of the person to whom such payment is to be made, the amount of such payment, the name of the Fund from which payment is to be made, and the purpose for which payment is to be made, the Custodian shall disburse amounts as and when directed from the assets of that Fund. The Custodian is authorized to rely on such directions and shall be under no obligation to inquire as to the propriety of such directions.
6.3.3
Payment of Custodian Fees. Upon receipt of Written Instructions directing payment, the Custodian shall disburse moneys from the assets of the Company in payment of the Custodian's fees and expenses as provided in this Agreement.
6.3.4
Sufficient Funds for Payment. The Custodian shall not be under any obligation to pay out moneys to cover any of the foregoing payments if in the relevant Fund account there is insufficient Cash available to the Fund for which such payment is to be made.
6.4
Other Dealings. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of Investments, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.
16
6.5
Nondiscretionary Details. The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by an Instruction.
6.6
The Custodian shall process security transactions through its or one of its affiliates trading facility or any other trading facility the Custodian so chooses. The Custodian may execute any of the powers hereof and perform any of its duties hereunder by or through agents, attorneys or affiliates and shall not be responsible for the conduct of the same if selected with reasonable care.
6.7
No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it.
6.8
Notwithstanding anything to the contrary herein, the Custodian shall not provide and is not providing to the Company or the Fund any tax information or 1099 or other tax reporting forms for any Account.
6.9
The Custodian shall not be liable for any losses resulting from the Companys or the Funds Instructions or absence of Instruction.
7.
Cash Accounts, Deposits, Money Movements, & Company Borrowings.
7.1
Cash Deposits. During the term of this Agreement, the Company will deliver or cause to be delivered to the Custodian all moneys to be held by the Custodian for the account of any Fund. Subject to the terms and conditions set forth in this Section 7, the Company hereby authorizes the Custodian to open and maintain, with itself or with Sub-custodians, Cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Company maintains Investments or in such other currencies as the Company shall from time to time request by Written Instruction, as further set forth in Section 5.1. The Custodian may elect to credit the Accounts with interest or dividend payments in anticipation of receiving such payments from another agent, if practicable and provided its provisional credit service is offered in the particular market and for that type of security. Notwithstanding anything in this Agreement to contrary effect, the Company shall be liable as principal for any overdrafts occurring in any Cash accounts. Custodian shall be entitled to reverse any deposits made on the Company's or any Funds behalf where such deposits have been entered and moneys are not finally collected within a reasonable period of time of the making of such entry or the corresponding payment differed from the amount credited to the Account. Otherwise, interest and dividend payments from Investments will be credited only after actual receipt by Custodian and reconciliation.
7.1.1
Types of Accounts. Cash accounts opened on the books of the Custodian (Principal Accounts) shall be opened in the name of the Company, coupled with the name of such Fund. Custodian shall hold all Cash received by it for the account of any Fund in accordance with Rule 17f-3 under the 1940 Act. Such accounts collectively shall be a deposit
17
obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in this Agreement. Cash accounts opened on the books of a Sub-custodian may be opened in the name of any Fund or the Sub-custodian or in the name of its Sub-custodian for its customers generally (Agency Accounts). Such deposits shall be obligations of the Sub-custodian and shall be treated as an Investment of the Company. Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts but shall not be liable for their repayment in the event such Sub-custodian by reason of its bankruptcy, insolvency or otherwise, fails to make repayment through no fault of the Custodian.
7.1.2
Administrative Accounts. In connection with the services provided hereunder, the Custodian is hereby directed to open Cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of each Fund, and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes, each on behalf of the Fund. Each such account shall be subject to the terms and conditions of this Agreement and such Fund(s) shall be liable for the satisfaction of its own obligations in connection with each such account.
7.2
Payments and Credits with Respect to the Cash Accounts. The Custodian shall make payments from or deposits to any of the Cash accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to Investments, and otherwise in accordance with Instructions. The Custodian and its Sub-custodians shall be required to credit amounts to the Cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account or any other Fund account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian or its Sub-custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Sub-custodian, all deposits shall be payable only at the office of the Custodian or Sub-custodian where the deposit is made or carried.
7.3
Currency and Related Risks. Each Fund bears risks of holding or transacting in any currency, including any mark to market exposure associated with a foreign exchange transaction undertaken with or through the Custodian. Neither the Custodian nor any Sub-custodian shall be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian or any Sub-custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Sub-custodian shall be required to repay any deposit made at a foreign branch of either the Custodian or any Sub-custodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Sub-custodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange
18
control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Company shall be for the account of a Fund.
7.4
Foreign Exchange Transactions. The Custodian shall, subject to the terms of this Section 7.4, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of a Fund with such currency brokers or banking institutions, including Sub-custodians, as the Fund may direct pursuant to Written Instructions. The obligations of the Custodian in respect of all foreign exchange transactions shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction.
7.4.1
Third Party Foreign Exchange Transactions. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to a Fund on the same basis, if any, that it performs duties as agent for the Fund with respect to any other of the Funds investments. Accordingly, the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Written Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Sub-custodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit Cash and Written Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of Cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, (c) may, in connection with Cash payments made to third party currency broker/dealers for settlement of a Funds foreign exchange spot or forward transactions, foreign exchange swap transactions and similar foreign exchange transactions, process settlements using the banking facilities selected by the Custodian from time to time according to such banking facilities standard terms, and (d) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. Each Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. Each Fund shall be responsible for any and all costs, expenses, charges or shortfalls which may be incurred as a result of any foreign exchange transaction performed in connection with any Advance or payment of any interest or dividend credited to the account of the Fund or the reversal thereof.
7.5
Delays. If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer Cash, the Custodian shall be liable to each affected Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for
19
interest to be calculated at the rate customarily paid on such deposit and currency by the Sub-custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out such Instructions to transfer Cash which are not due to the Custodian's own negligence or willful misconduct.
7.6
Advances. With respect to any advances of Cash made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any Business Day, such advance shall be repayable immediately upon demand made by the Custodian at any time. The Custodian may, in its sole discretion, charge interest accruing from the date of such overdraft to but not including the date of such repayment at the Federal Funds rate plus 100 basis points and otherwise on the terms on which the Custodian makes similar overdrafts available from time to time. In addition, the Custodian shall have an automatically perfected statutory security interest in any Investments purchased with any such unpaid Advance pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of Ohio from time to time and that the Custodian may take any further actions that the Custodian may reasonably require to collect such unpaid Advance. In addition, for purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) shall collectively constitute a single and indivisible current account with respect to a Fund's obligations to the Custodian for any unpaid Advances, and balances in such Principal Accounts shall be available for satisfaction of the Fund's obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.
7.7
Borrowings. In connection with any borrowings by a Fund, the Fund will cause to be delivered to the Custodian by a bank or broker requiring securities as collateral for such borrowings (including the Custodian if the borrowing is from the Custodian), a notice or undertaking in the form currently employed by such bank or broker setting forth the amount of collateral. The Fund shall promptly deliver to the Custodian Written Instructions specifying with respect to each such borrowing: (a) the name of the bank or broker, (b) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note duly endorsed by the Fund, or a loan agreement, (c) the date, and time if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, and (f) the description of the securities securing the loan, including the name of the issuer, the title and the number of shares or other units or the principal amount. The Custodian shall deliver or segregate or otherwise identify on its books on the borrowing date specified in the Written Instructions the required collateral against the lender's delivery of the total loan amount then payable, provided that the same conforms to that which is described in the Written Instructions. The Custodian shall deliver or segregate or otherwise identify on its books, in the manner directed by the Fund, such securities as additional collateral, as may be specified in Written Instructions, to secure further any borrowing transaction. The Fund shall cause all securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it.
20
8.
Domestic Sub-custodians; Securities Depositories. Subject to the provisions hereinafter set forth in this Section 8, the Company hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of the Fund(s) and to appoint from time to time (and at any time remove) and to utilize agents (Agents) and sub-custodians (Sub-custodians) to carry out some or all of the duties and obligations of the Custodian under this Agreement provided, however, that the appointment of such agents and Sub-custodians shall not relieve the Custodian of its administrative obligations under this Agreement. With respect to securities and Cash held by a Sub-custodian, either directly or indirectly (including by a Securities Depository), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form, in accordance with (a) governmental regulations, (b) rules of Securities Depositories and Clearing Corporations, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Written Instructions. The Funds shall reimburse the Custodian for all costs incurred by the Custodian in connection with opening accounts with any such Agents or Sub-custodians. Upon request, the Custodian shall promptly forward to the Company any documents it receives from any Agent or Sub-custodian appointed hereunder which may assist the Board of Trustees of the Company to fulfill its responsibilities under Rule 17f-5 under the 1940 Act.
8.1
Domestic Sub-custodians and Securities Depositories. The Custodian may deposit and/or maintain, either directly or through one or more Agents appointed by the Custodian, Investments of the Funds in any Securities Depository in the United States, including The Depository Trust Company, provided such Securities Depository meets applicable requirements of the Federal Reserve Bank or of the SEC. The Custodian may, at any time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act on behalf of the Company or the Funds as a Sub-custodian for purposes of holding Investments of the Company in the United States.
8.2
Responsibility for Sub-custodians. Except as provided in the last sentence of this Section 8.2, the Custodian shall be liable to the Company for any loss or damage to the Company caused by or resulting from the acts or omissions of any Sub-custodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant Sub-custodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of the countries and Sub-custodians so designated by the Custodian, from time to time shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Sub-custodian.
9.
Responsibility of the Custodian.
9.1
Limitations on Liability of the Custodian. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage directly arising out of its negligence or willful misconduct. The Company, on behalf of each Fund and only from assets of each such Fund (or insurance purchased by the Company with respect to its
21
liabilities on behalf of the Fund hereunder), shall defend, indemnify and hold harmless the Custodian and its directors, officers, nominees, employees and agents with respect to any loss, claim, fine, penalty, damage, expense, liability or cost (including reasonable attorneys' fees) which the Custodian, its directors, officers, nominees, employees or agents may at any time sustain or incur as a result of this Agreement or arising or alleged to arise from or relating to the Company's duties hereunder or any other action or inaction of the Company or its Trustees, officers, employees or agents, except such as may directly arise from the negligent action, negligent omission, willful misconduct or any material breach of this Agreement by the Custodian, its directors, officers, nominees, employees or agents, provided, however, the Company shall not in any event be liable for any special, incidental, consequential, or punitive damages. The Custodian shall defend, indemnify and hold harmless the Company and its Trustees, officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from actual losses, claims, damages, costs, expenses and liabilities asserted against, imposed upon or incurred by the Company directly resulting from any negligent action taken or omission or willful misconduct by the Custodian in accordance with the terms of this Agreement, or a material breach of any of the Custodians duties as specifically set forth in this Agreement, except such as may arise from the negligent action, omission or willful misconduct of the Company, its Trustees, officers, employees, or agents, provided, further, however, that the Custodian shall not in any event be liable for any special, incidental, consequential, or punitive damages. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Company at the expense of the Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Company, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Company for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence or willful misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians, but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Company, on behalf of the Fund, of principal and of interest to the date of recovery on Investments incorrectly omitted from the Funds account or penalties imposed on the Company, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has
22
been sought under this paragraph, except the reasonable expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The provisions of this Section 9.1 shall survive the termination of this Agreement.
9.2
Specific Actions Not Required by the Custodian. Without limiting the generality of the foregoing, the Custodian, acting in the capacity of custodian hereunder, shall be under no obligation to inquire into, and shall not be liable for:
1)
The validity of the issue of any Securities purchased by or for the account of the Company, the legality of the purchase thereof, or the propriety of the amount paid therefor;
2)
The legality of the sale of any Securities by or for the account of the Company, or the propriety of the amount for which the same are sold;
3)
The legality of the issue or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor;
4)
The legality of the redemption of any Shares of any Fund, or the propriety of the amount to be paid therefor;
5)
The legality of the declaration or payment of any dividend by Company in respect of Shares of any Fund;
6)
The legality of any borrowing by Company or any Fund, using Securities as collateral;
7)
Whether the Company is in compliance with the 1940 Act or the regulations thereunder; the provisions of the Companys declaration of trust, certificate of incorporation, by-laws, or other constitutive document; Applicable Law; or any directives by the trustees, directors or shareholders of the Company, or its investment objectives and policies as then in effect.
9.3
Limitations of Performance. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss, claim, or damage in association with such failure to perform, for or in consequence of the following causes:
9.3.1
Force Majeure. Any circumstance or event which is beyond the reasonable control of the Custodian, a Sub-custodian or any agent of the Custodian or a Sub-custodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Sub-custodian of its obligations under its sub-custody agreement or by any other agent of the Custodian or the Sub-custodian, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water, lightning, storm, tornado, hurricane, floods,
23
earthquake, drought or wind damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike, lockout or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Country or Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Country or Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Country or Sovereign Risk, (i) an epidemic or pandemic, quarantine restrictions (j) orders or restraints of any kind of the government of the United States or of any State or any of their departments, agencies, political subdivisions or officials, war, terrorism or riots, (k) hacking or cyber-attacks, or other use or infiltration of the Trustees technological infrastructure exceeding authorized access; (l) orders or restraints of any kind of the government of the United States or of any State or any of their departments, agencies, political subdivisions or officials, war, terrorism or riots or (m) any other cause similarly beyond the reasonable control of the Custodian.
9.3.2
Country Risk. With respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to Cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets.
9.3.3
Sovereign Risk. In respect of any jurisdiction, including the United States of America, where an Investment is acquired or held hereunder or under a sub-custody agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investment or Cash deposit by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments or Cash deposits, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced.
9.3.4
Failure of Third Parties. The failure of any third party including: (a) any issuer of Investments or Book-entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an investment adviser or other Agent of the Company; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.
24
9.3.5
Information Sources. Reliance by the Custodian upon or inaccuracies in information received from issuers of Investments or agents of such issuers, information received from the Sub-custodians and from other commercially reasonable sources provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.
9.3.6
Reliance on Instruction. Action by the Custodian or the Sub-custodian in accordance with an Instruction.
9.3.7
Restricted Securities. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Company.
9.4
No Duty to Collect Amounts Due From Dividend and Transfer Agent. The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to a Fund from any Dividend and Transfer Agent of the Company nor to take any action to effect payment or distribution by any Dividend and Transfer Agent of the Company of any amount paid by the Custodian to any Dividend and Transfer Agent of the Company in accordance with this Agreement.
9.5
No Enforcement Actions. Notwithstanding anything to the contrary in this Agreement, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Investment upon which such amount is payable is/are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its sole satisfaction (including prepayment thereof) of the payment of its extraordinary compensation and the reimbursement of its costs and expenses (including, but not limited to, attorneys fees and expenses) in connection with any such action.
9.6
No Duty to Supervise Investments. The Custodian shall not be under any duty or obligation to ascertain whether any Investments at any time delivered to or held by it for the account of the Company are such as properly may be held by the Company under the provisions of the Companys declaration of trust and the Companys By-laws.
9.7
Compensation of the Custodian. The Custodian shall be entitled to receive and each Fund agrees to pay to the Custodian, for the Fund's account from the Fund's assets only, such compensation as shall be determined pursuant to Appendix A attached hereto, or as shall be determined pursuant to amendments to Appendix A as approved by the Custodian and the Company. The Custodian shall receive reasonable additional compensation for any extraordinary services requested or required. In addition, the Custodian shall be entitled to a service charge as compensation for administrative costs resulting from any overdraft occurring in an Account. The Custodians compensation may be deducted from available Cash or cash equivalents held in such Account incurring an overdraft, unless the Fund makes other arrangements satisfactory to the Custodian. The Custodian shall be entitled to charge against any money held by it for the accounts of the Fund the amount of any loss, damage, liability or expense, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement as determined by agreement of the Custodian and the Company or by the final order of any court or arbitrator having jurisdiction and as to which all rights of
25
appeal shall have expired. The expenses which the Custodian may charge against the account of a Fund include, but are not limited to, the expenses of agents or the Sub-Custodians incurred in settling transactions involving the purchase and sale of Investments of the Fund.
10.
Reports and Records.
10.1
Provision of Records to Company. The Custodian shall:
10.1.1
Internal Accounting and Control Systems. Make available to the Company and shall send to the Company any report received on the systems of internal accounting control of the Custodian or its Agents or Sub-custodians as the Company may reasonably request from time to time, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally.
10.1.2
Books and Records Generally. Make available to the Company, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to its obligations under this Agreement. Without limiting the generality of the foregoing, the Custodian shall set up and maintain proper books of account and complete records of all transactions in the accounts maintained by the Custodian hereunder in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 3la-1 and 3la-2 thereunder and those records are the property of the Company, (ii) preserve for the periods prescribed by applicable Federal statute or regulation all records required to be so preserved. All such books and records shall be available, upon request, for inspection by duly authorized officers, employees or agents of the Company and employees of the SEC.
10.1.3
Assistance to the Company. Take all reasonable action, that the Company may from time to time request, to assist the Company in obtaining favorable opinions from the Company's independent accountants, with respect to the Custodian's activities hereunder, in connection with the preparation of the Fund's Form N- 1A, Form N-SAR, or other reports to the SEC.
10.2
The Company shall examine all records, however produced or transmitted, promptly upon receipt thereof, but in no event later than sixty (60) days from the date on such record or account statement, and notify the Custodian promptly of any discrepancy or error therein. Unless the Company delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate.
10.3
No Management of Assets by the Custodian. The Custodian performs only the services of a custodian and shall have no responsibility for the management, investment or reinvestment of the Securities or other assets from time to time owned by any Fund. The Custodian is not a selling agent for Shares of any Fund and performance of its duties as custodian shall not be deemed to be a recommendation to any Fund's depositors or others of Shares of the Fund as an investment. The Custodian shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.
11.
Miscellaneous.
26
11.1
Powers of Attorney, etc. The Company will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Sub-custodian to provide, custody services under this Agreement.
11.2
Entire Agreement. This Agreement and the appendices and/or other schedules attached hereto, constitutes the entire agreement between the Company and the Custodian and supersedes any other oral or written agreements heretofore in effect between the Company and the Custodian with respect to the subject matter hereof. No provision of this Agreement may be amended or terminated except by an instrument in writing signed by the party against which enforcement of the amendment or termination is sought, provided, however, that a Written Instruction shall, whether or not such Written Instruction shall constitute a waiver, amendment or modification for purposes hereof, be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith.
11.3
Binding Effect; Assignment. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Company or by the Custodian, and no attempted assignment by the Company or the Custodian shall be effective without the written consent of the other party hereto. Each party agrees that only the parties to this agreement and /or their successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no client of the Company or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.
11.4
GOVERNING LAW, JURISDICTION AND VENUE; JURY WAIVER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF OHIO, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF OHIO AND THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF OHIO AND EACH PARTY BY ITS EXECUTION OF THIS AGREEMENT IRREVOCABLY (I) SUBMITS TO SUCH JURISDICTION AND (II) CONSENTS TO THE SERVICE OF ANY PROCESS OR PLEADINGS BY FIRST CLASS U.S. MAIL, POSTAGE PREPAID AND RETURN RECEIPT REQUESTED, OR BY ANY OTHER MEANS FROM TIME TO TIME AUTHORIZED BY THE LAWS OF SUCH JURISDICTION. FURTHERMORE, EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11.5
Notices. All notices approvals, consents, Instructions, certificates, requests and any communications hereunder (Notices) must be in writing, except for Oral Instructions as set forth in Section 4.2 (provided that any Instructions sent to Custodian for the distribution of funds hereunder via wire transfer must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign initiated by the Custodian (or such other digital signature provider as specified in writing to Custodian by an Authorized Person as shall be acceptable to the Custodian)). The Company agrees to assume all risks arising out of the use
27
of using digital signatures and Electronic Means to submit Notices to the Custodian, including without limitation the risk of Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties. Notices between the Custodian and the Company may be sent by Electronic Means or by ordinary mail, postage prepaid, or by overnight courier, delivery charge prepaid, for next business day (any day other than a Saturday, Sunday, national holiday or other day which the Custodian is closed for business) delivery,, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, or by overnight courier delivery charge prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:
If to the Company:
John E. Deysher
Bertolet Capital Trust
745 Fifth Ave.- 500
New York NY 10151
Phone 212- 725- 0805
If to the Custodian:
The Huntington National Bank.
7 Easton Oval EA5W72
Columbus, OH 43219
Attn: Custody Services
Telephone:
614.331.5597
Facsimile:
614.331.5033
or such other address as the Company or the Custodian may have designated in writing to the other. Such Notice shall be deemed received by such party upon receipt. Notwithstanding the foregoing, Notices sent by facsimile transmission or electronic mail shall be effectively given only upon acknowledgement of receipt by the receiving party.
11.6
Headings. The headings of paragraphs in this Agreement are for convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement.
11.7
Severability. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.
11.8
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but each such counterpart shall, together, constitute only one instrument. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Company and the Custodian. A photocopy of the signed signature page to the Agreement shall be acceptable evidence of the existence of the Agreement and the Custodian shall be protected in relying on such photocopy until the Custodian has received the original signed copy of the Agreement.
28
11.9
Confidentiality. The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Sub-custodian, any regulatory authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.
11.10
Tape-recording. The Company authorizes the Custodian to tape record any and all telephonic or other Oral Instructions given to the Custodian by or on behalf of the Company, including from any Authorized Person. This authorization will remain in effect until and unless revoked by the Company in writing. The Company, upon request, further agrees to solicit valid written or other consent from any of its employees with respect to telephone communications to the extent such consent is required by Applicable Law.
11.11
Custodian's Consent to Use of Its Name. The Company shall obtain the Custodian's written consent prior to the publication and/or dissemination or distribution, of a Prospectus or any other documents (including advertising material) specifically mentioning the Custodian (other than merely by name and address).
11.12
Termination. Either party hereto may terminate this Agreement for any reason by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. If such notice is given by the Company, it shall be accompanied by a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary of the Company, electing to terminate this Agreement and designating a successor custodian or custodians each of which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. In the event such notice is given by the Custodian, the Company shall, on or before the termination date, deliver to the Custodian a copy of a resolution of the Board of Trustees of the Company, certified by the Secretary, designating a successor custodian or custodians to act on behalf of the Company. In the absence of such designation by the Company, the Custodian may designate a successor custodian which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. Upon termination of this Agreement, the Company shall pay to the Custodian on behalf of the Company such compensation as may be due as of the date of such termination. The Company agrees on behalf of the Company that the Custodian shall be reimbursed for its reasonable costs in connection with the termination of this Agreement, including its termination fee. The Custodian will be afforded a reasonable amount of time to transfer Investments and Cash then owned by the Fund and held by it as Custodian to the successor custodian appointed hereunder and wind up its duties, after payment of its outstanding fees and expenses.
11.13
Failure to Designate Successor Custodian. If a successor custodian is not designated by the Company, or by the Custodian in accordance with the preceding paragraph, or
29
the designated successor cannot or will not serve, the Company shall, upon the delivery by the Custodian to the Company of all Securities (other than Securities held in the Book-Entry System which cannot be delivered to the Company) and moneys then owned by the Company, be deemed to be the custodian for the Company, and the Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities held in the Book-Entry System, which cannot be delivered to the Company, which shall be held by the Custodian in accordance with this Agreement for which the Custodian shall continue to charge its fees and expenses (in which case the Custodians sole obligation shall be for the safekeeping of assets held in the Accounts).
11.14
Compliance Policies and Procedures. To assist the Custodian in complying with Rule 38a-1 of the 1940 Act, the Company represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. The Company will upon request provide the Custodian with information about our compliance program as mutually agreed.
11.15
Limitation of Personal Liability. No recourse under any obligation of this Agreement or for any claim based thereon shall be had against any organizer, shareholder, officer, trustee, past, present or future as such, of the Company or of any predecessor or successor, either directly or through the Company or any such predecessor or successor, whether by virtue of any constitution, statute or rule of law or equity, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Agreement and the obligations thereunder are enforceable solely against the assets of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the organizers, shareholders, officers, or trustees of the Company or of any predecessor or successor, or any of them as such, because of the obligations contained in this Agreement or implied therefrom and that any and all such liability is hereby expressly waived and released by the Custodian as a condition of, and as a consideration for, the execution of this Agreement.
[Remainder of Page Intentionally Left Blank]
30
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.
COMPANY BERTOLET CAPITAL TRUST By:___________________________________ Name: John E. Deysher Title: President Date:_4/9/2024 | CUSTODIAN THE HUNTINGTON NATIONAL BANK, as Custodian By:___________________________________ Name: Kelli Hermen Title: Vice President Date:_4/9/24 |
|
|
31
APPENDIX A FEES
Transaction Fee: |
|
DTC & Fed Eligible Items | $4.00/Transaction |
Non-DTC & Fed Eligible Items | $10.00/Transaction |
Mortgage Backed Securities & Private Placements | $5.00/Transaction |
Mortgage Backed Securities & Private Placement Payments | $20.00/Transaction |
Options | $20.00/Transaction |
Repurchase Agreements | $0.00/Transaction |
Foreign Securities (depending on country) | $20-350.00/Transaction* |
**global fee schedule can be provided upon request |
|
|
|
Administrative Domestic Fee |
|
Flat Market Value Fee ($0 - $100,000,000.00) | 1.00 Basis Points |
Flat Market Value Fee ($100,000,001.00 - $500,000,000) | 0.75 Basis Points |
Flat Market Value Fee ($500,000,001.00 AND UP) | 0.50 Basis Points |
Annual Minimum Fee |
|
Wire Transfer Fee: |
|
Outgoing Wires | $10.00/wire |
|
|
Physical Check Fee: |
|
Physical Check | $5.00/transaction |
|
|
Funds Transfer Fee: |
|
To/From DDA & trust account(s) | No Charge |
|
|
Internet Access: |
|
Online access to trust account activity | No Charge |
|
|
Reporting |
|
Custom | $150/ hour |
|
|
Statements |
|
Standard | No Charge |
Online | No Charge |
32
Terms of Proposal
Final acceptance of the appointment as custodian is subject to approval of authorized officers of The Huntington National Bank and full review and execution of all documentation related hereto. The Huntington National Bank reserves the right to terminate this offer if we do not enter into final written documents within three months from the date this document is first transmitted to you. Fees may be subject to adjustment during the life of the engagement.
Customer Notice Required of the USA PATRIOT ACT
To help the US government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (whether an individual or organization) for which a relationship is established.
What this means to you: When you establish a relationship with The Huntington National Bank, we will ask you to provide certain information (and documents) that will help us to identify you. We will ask for your organizations name, physical address, tax identification or other government registration number and other information that will help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization.
Extraordinary fees
The fees and expenses for performing extraordinary or other services not contemplated at the time of the execution of the Custody Agreement or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and will be charged at the Custodians sole discretion. These extraordinary services may include, but are not limited to, supplemental agreements, consents, the preparation of special or interim reports, participating in or responding to, legal, governmental agency, bankruptcy or arbitration proceedings, actions, subpoenas, meetings etc. Administrative and internal counsel extraordinary fees will be charged at an hourly rate in effect at the time the services are rendered. Fees and expenses of our representatives, counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed. No extraordinary fees would be assessed without discussion and approval between the client and Huntington National Bank.
CLIENT,
By:
John Deysher
Title:
President
33
APPENDIX B LIST OF APPLICABLE FUND(S)
Pinnacle Value Fund
34
![[legalconsent001.jpg]](legalconsent001.jpg)
April 30, 2025
Bertolet Capital Trust
745 Fifth Avenue, Suite 500
New York, NY 10151
Re: Bertolet Capital Trust, File Nos. 333-102850 and 811-21291
Gentlemen:
A legal opinion that we prepared was filed with Post-Effective Amendment No. 5 to the Bertolet Capital Trust Registration Statement (the Legal Opinion). We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 32 under the Securities Act of 1933 (Amendment No. 33 under the Investment Company Act of 1940) (the Amendment) and consent to all references to us in the Amendment.
Very truly yours,
/s/ Thompson Hine LLP
THOMPSON HINE LLP
![[legalconsent002.jpg]](legalconsent002.jpg)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm in the Registration Statement on Form N-1A of Pinnacle Value Fund, and to the use of our report dated February 27, 2025 on the financial statements and financial highlights of Pinnacle Value Fund, a series of Bertolet Capital Trust, appearing in Form N-CSR for the year ended December 31, 2024, which are also incorporated by reference into the Registration Statement.
/s/TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
April 30, 2025
May 01, 2025 |
|---|
| Investment Objective |
Long term capital appreciation with income as a secondary objective.
|
| Fees and Expenses |
This table describes the fees and expenses you may pay if you buy and hold Fund shares. Shares purchased or held through a financial intermediary may incur fees and expenses that are not reflected in the tables and examples below.
|
| Shareholder fees (fees paid directly from your investment) |
| Annual fund operating expenses (paid yearly as a % of your investment) |
| Expense 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 time periods. The example assumes your investment returns 5% each year and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
| Portfolio Turnover |
The Fund pays transaction costs such as commissions, when it buys or sells securities (or “turns over” its portfolio). A high 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 2024, Fund turnover was 21.7% of the average portfolio value.
|
| Principal Investment Strategies |
The Fund invests primarily in publicly traded equity securities of companies including common and preferred stocks, convertible securities, rights, warrants and other securities. The Fund will invest in a diversified portfolio of securities issued primarily by small and micro-cap (generally less than $2 billion at time of investment) domestic companies which the advisor believes are trading at significant discounts to underlying earnings power or asset values. The Fund emphasizes a “value” style of investing and will focus on underlying company/industry fundamentals in addition to macro factors like the direction of interest rates, government fiscal/monetary policies and geo-political events.
Intense due diligence will be employed by the advisor to assess company prospects via rigorous quantitative and qualitative analysis. This may include speaking with management, customers, competitors, vendors, Wall Street analysts, industry specialists and others to assess strategic, financial and operating priorities. Advisor will target companies with strong balance sheets, capable management, attractive business niches, ownership of valuable franchises or trade names, sound accounting practices and large insider ownership. Ideally, the securities of such companies will trade at low price-to-earnings (P/E), price-to-cash flow (P/CF) and price-to-book (P/B) multiples.
The Fund will often seek catalysts which may accelerate the realization of significant gains in earnings and net worth. These may include a new management team, new products or distribution channels, cost reduction initiatives, an active acquisition or divestiture program, investments in new technologies, share repurchases, asset sales, the presence of an activist investor or a cyclical rebound in earnings.
The Fund employs a disciplined trading strategy. Limit orders will generally be used when buying or selling securities. In purchasing shares, the Fund will attempt to build its position over time without moving prices. It will gradually scale into a position while becoming more comfortable with management, company prospects and the way the security trades. Accumulating a full position may take months. The Fund will sell securities when they become fully valued or if company fundamentals deteriorate.
If suitable purchase candidates cannot be found or in response to adverse market conditions the Fund may purchase money market funds or cash equivalents. If the Fund acquires money market funds, shareholders will be subject to duplicate advisory fees and the Fund may not achieve its investment objectives during a rising market. Historically, the Fund has held high levels of cash equivalents because of the advisor’s risk adverse approach, conditions that advisor believes represent historically high stock market valuations and a dearth of acceptable investment ideas.
|
| Principal Investment Risks |
General risk. There is no assurance the Fund will meet its investment objective. Investors may lose money by investing in the Fund. Investments in the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
Stock market risk. Common stocks or securities convertible into common stocks are more volatile than other investments such as debt securities. A stock market decline may lead to declines in individual securities or market segments. The Fund may experience a substantial or complete loss on an individual security.
Value style risk. The value approach carries the risk that securities chosen may remain undervalued. The market may not recognize a company’s true intrinsic value for a long time or a company judged to be undervalued may be appropriately priced. Value stocks as a group may be out of favor while the market focuses on growth stocks.
Small & micro-cap company risk. Investing in small company securities involves risks as they have more limited resources and are more vulnerable to economic downturns. Share prices are more volatile than those of large firms and are more likely to be adversely affected by poor market conditions.
Liquidity risk. The Fund may invest in thinly traded securities that, while publicly traded on an exchange or over the counter, are not well known to the general public, have limited float or lack significant institutional interest making it hard to sell portfolio positions at an optimal time or price. The Fund is inappropriate for market timers/traders.
Portfolio strategy risk. Fund success will in part be determined by the Advisor’s skill at choosing appropriate investments and executing portfolio strategy effectively.
|
| Investment Results |
The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance year to year and how the Fund’s average annual returns for 1, 5 and 10 years compare with an index of broad market performance. Past results (before and after taxes) are not predictive of future performance. Updated information on Fund results may be found at www.pinnaclevaluefund.com.
|
2024 10.7% 2023 25.4% 2022 1.1% 2021 14.3% 2020 3.4% 2019 10.7% 2018 (11.8)% 2017 (0.1)% 2016 16.5% 2015 (6.0)%
|
| Calendar Year Total Returns |
Highest Performance Quarter () 15.7% Lowest Performance Quarter () (23.3)%
|
| Average annual total returns for the years ended Dec. 31, 2024 |
| Pinnacle Value Fund | Stock Market Risk [Member] |
| Common stocks or securities convertible into common stocks are more volatile than other investments such as debt securities. A stock market decline may lead to declines in individual securities or market segments. The Fund may experience a substantial or complete loss on an individual security |
| Pinnacle Value Fund | Value Style Risk [Member] |
| The value approach carries the risk that securities chosen may remain undervalued. The market may not recognize a company’s true intrinsic value for a long time or a company judged to be undervalued may be appropriately priced. Value stocks as a group may be out of favor while the market focuses on growth stocks |
| Pinnacle Value Fund | Small And Micro Company Risk [Member] |
| Investing in small company securities involves risks as they have more limited resources and are more vulnerable to economic downturns. Share prices are more volatile than those of large firms and are more likely to be adversely affected by poor market conditions |
| Pinnacle Value Fund | Liquidity Risk [Member] |
| The Fund may invest in thinly traded securities that, while publicly traded on an exchange or over the counter, are not well known to the general public, have limited float or lack significant institutional interest making it hard to sell portfolio positions at an optimal time or price. The Fund is inappropriate for market timers/traders |
| Pinnacle Value Fund | Portfolio Strategy Risk [Member] |
| Fund success will in part be determined by the Advisor’s skill at choosing appropriate investments and executing portfolio strategy effectively |
Shareholder Fees - Pinnacle Value Fund - Pinnacle Value Fund |
May 01, 2025 |
|---|---|
| Prospectus [Line Items] | |
| Maximum sales load imposed on purchases | none |
| Maximum sales load imposed on reinvested dividends or capital gains | none |
| Redemption fee paid to Fund for shares held less than one year | 1.00% |
Annual Fund Operating Expenses - Pinnacle Value Fund - Pinnacle Value Fund |
May 01, 2025 |
|||||
|---|---|---|---|---|---|---|
| Prospectus [Line Items] | ||||||
| Management Fee | 1.25% | |||||
| Distribution (12b-1) fee | none | |||||
| Other expenses | 0.29% | |||||
| Acquired fund fees & expenses | 0.08% | [1] | ||||
| Total annual Fund operating expenses | 1.62% | |||||
| Fee Waiver and/or Expense Reimbursement | (0.30%) | [2] | ||||
| Annual Fund Operating Expenses after fee waiver and/or expense reimbursement | 1.32% | |||||
| ||||||
Expense Example |
Risk [Text Block] |
Pinnacle Value Fund
Pinnacle Value Fund
Expense Example, with Redemption, 1 Year
|
Pinnacle Value Fund
Pinnacle Value Fund
Expense Example, with Redemption, 3 Years
|
Pinnacle Value Fund
Pinnacle Value Fund
Expense Example, with Redemption, 5 Years
|
Pinnacle Value Fund
Pinnacle Value Fund
Expense Example, with Redemption, 10 Years
|
Pinnacle Value Fund
General Risk [Member]
Risk [Text Block]
|
Pinnacle Value Fund
Risk Lose Money [Member]
Risk [Text Block]
|
Pinnacle Value Fund
Risk Not Insured Depository Institution [Member]
Risk [Text Block]
|
|---|---|---|---|---|---|---|---|---|
| USD ($) | General risk. There is no assurance the Fund will meet its investment objective. Investors may lose money by investing in the Fund. Investments in the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
Stock market risk. Common stocks or securities convertible into common stocks are more volatile than other investments such as debt securities. A stock market decline may lead to declines in individual securities or market segments. The Fund may experience a substantial or complete loss on an individual security.
Value style risk. The value approach carries the risk that securities chosen may remain undervalued. The market may not recognize a company’s true intrinsic value for a long time or a company judged to be undervalued may be appropriately priced. Value stocks as a group may be out of favor while the market focuses on growth stocks.
Small & micro-cap company risk. Investing in small company securities involves risks as they have more limited resources and are more vulnerable to economic downturns. Share prices are more volatile than those of large firms and are more likely to be adversely affected by poor market conditions.
Liquidity risk. The Fund may invest in thinly traded securities that, while publicly traded on an exchange or over the counter, are not well known to the general public, have limited float or lack significant institutional interest making it hard to sell portfolio positions at an optimal time or price. The Fund is inappropriate for market timers/traders.
Portfolio strategy risk. Fund success will in part be determined by the Advisor’s skill at choosing appropriate investments and executing portfolio strategy effectively.
|
137 | 426 | 737 | 1,619 | There is no assurance the Fund will meet its investment objective | Investors may lose money by investing in the Fund | Investments in the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency |
Annual Total Returns - Pinnacle Value Fund - Pinnacle Value Fund |
May 01, 2025 |
|---|---|
| Prospectus [Line Items] | |
| Annual Return 2015 | (6.00%) |
| Annual Return 2016 | 16.50% |
| Annual Return 2017 | (0.10%) |
| Annual Return 2018 | (11.80%) |
| Annual Return 2019 | 10.70% |
| Annual Return 2020 | 3.40% |
| Annual Return 2021 | 14.30% |
| Annual Return 2022 | 1.10% |
| Annual Return 2023 | 25.40% |
| Annual Return 2024 | 10.70% |
Average Annual Total Returns - Pinnacle Value Fund |
1 Year |
5 Years |
10 Years |
After Taxes on Distributions
1 Year
|
After Taxes on Distributions
5 Years
|
After Taxes on Distributions
10 Years
|
After Taxes on Distributions and Sales
1 Year
|
After Taxes on Distributions and Sales
5 Years
|
After Taxes on Distributions and Sales
10 Years
|
Russell 2000 Index
1 Year
|
Russell 2000 Index
5 Years
|
Russell 2000 Index
10 Years
|
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 10.70% | 10.70% | 5.90% | 7.10% | [1] | 8.50% | [1] | 4.20% | [1] | 8.20% | [1] | 8.00% | [1] | 4.30% | [1] | 11.50% | [2] | 7.40% | [2] | 7.80% | [2] | ||||
| |||||||||||||||||||||||||
| Label | Element | Value | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Document Type | dei_DocumentType | 485BPOS | ||||||||
| Document Period End Date | dei_DocumentPeriodEndDate | Dec. 31, 2024 | ||||||||
| Entity Registrant Name | dei_EntityRegistrantName | Bertolet Capital Trust | ||||||||
| Entity Central Index Key | dei_EntityCentralIndexKey | 0001216907 | ||||||||
| Entity Inv Company Type | dei_EntityInvCompanyType | N-1A | ||||||||
| Amendment Flag | dei_AmendmentFlag | false | ||||||||
| Objective [Heading] | rr_ObjectiveHeading | Investment Objective | ||||||||
| Objective, Primary [Text Block] | rr_ObjectivePrimaryTextBlock | Long term capital appreciation with income as a secondary objective.
|
||||||||
| Expense [Heading] | rr_ExpenseHeading | Fees and Expenses | ||||||||
| Expense Narrative [Text Block] | rr_ExpenseNarrativeTextBlock | This table describes the fees and expenses you may pay if you buy and hold Fund shares. Shares purchased or held through a financial intermediary may incur fees and expenses that are not reflected in the tables and examples below.
|
||||||||
| Shareholder Fees Caption [Text] | rr_ShareholderFeesCaption | Shareholder fees (fees paid directly from your investment) | ||||||||
| Operating Expenses Caption [Text] | rr_OperatingExpensesCaption | Annual fund operating expenses (paid yearly as a % of your investment) | ||||||||
| Portfolio Turnover [Heading] | rr_PortfolioTurnoverHeading | Portfolio Turnover | ||||||||
| Portfolio Turnover [Text Block] | rr_PortfolioTurnoverTextBlock | The Fund pays transaction costs such as commissions, when it buys or sells securities (or “turns over” its portfolio). A high 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 2024, Fund turnover was 21.7% of the average portfolio value.
|
||||||||
| Expense Example [Heading] | rr_ExpenseExampleHeading | Expense Example | ||||||||
| Expense Example Narrative [Text Block] | rr_ExpenseExampleNarrativeTextBlock | 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 time periods. The example assumes your investment returns 5% each year and the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
||||||||
| Strategy [Heading] | rr_StrategyHeading | Principal Investment Strategies | ||||||||
| Strategy Narrative [Text Block] | rr_StrategyNarrativeTextBlock | The Fund invests primarily in publicly traded equity securities of companies including common and preferred stocks, convertible securities, rights, warrants and other securities. The Fund will invest in a diversified portfolio of securities issued primarily by small and micro-cap (generally less than $2 billion at time of investment) domestic companies which the advisor believes are trading at significant discounts to underlying earnings power or asset values. The Fund emphasizes a “value” style of investing and will focus on underlying company/industry fundamentals in addition to macro factors like the direction of interest rates, government fiscal/monetary policies and geo-political events.
Intense due diligence will be employed by the advisor to assess company prospects via rigorous quantitative and qualitative analysis. This may include speaking with management, customers, competitors, vendors, Wall Street analysts, industry specialists and others to assess strategic, financial and operating priorities. Advisor will target companies with strong balance sheets, capable management, attractive business niches, ownership of valuable franchises or trade names, sound accounting practices and large insider ownership. Ideally, the securities of such companies will trade at low price-to-earnings (P/E), price-to-cash flow (P/CF) and price-to-book (P/B) multiples.
The Fund will often seek catalysts which may accelerate the realization of significant gains in earnings and net worth. These may include a new management team, new products or distribution channels, cost reduction initiatives, an active acquisition or divestiture program, investments in new technologies, share repurchases, asset sales, the presence of an activist investor or a cyclical rebound in earnings.
The Fund employs a disciplined trading strategy. Limit orders will generally be used when buying or selling securities. In purchasing shares, the Fund will attempt to build its position over time without moving prices. It will gradually scale into a position while becoming more comfortable with management, company prospects and the way the security trades. Accumulating a full position may take months. The Fund will sell securities when they become fully valued or if company fundamentals deteriorate.
If suitable purchase candidates cannot be found or in response to adverse market conditions the Fund may purchase money market funds or cash equivalents. If the Fund acquires money market funds, shareholders will be subject to duplicate advisory fees and the Fund may not achieve its investment objectives during a rising market. Historically, the Fund has held high levels of cash equivalents because of the advisor’s risk adverse approach, conditions that advisor believes represent historically high stock market valuations and a dearth of acceptable investment ideas.
|
||||||||
| Risk [Heading] | rr_RiskHeading | Principal Investment Risks | ||||||||
| Risk [Text Block] | rr_RiskTextBlock | General risk. There is no assurance the Fund will meet its investment objective. Investors may lose money by investing in the Fund. Investments in the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.
Stock market risk. Common stocks or securities convertible into common stocks are more volatile than other investments such as debt securities. A stock market decline may lead to declines in individual securities or market segments. The Fund may experience a substantial or complete loss on an individual security.
Value style risk. The value approach carries the risk that securities chosen may remain undervalued. The market may not recognize a company’s true intrinsic value for a long time or a company judged to be undervalued may be appropriately priced. Value stocks as a group may be out of favor while the market focuses on growth stocks.
Small & micro-cap company risk. Investing in small company securities involves risks as they have more limited resources and are more vulnerable to economic downturns. Share prices are more volatile than those of large firms and are more likely to be adversely affected by poor market conditions.
Liquidity risk. The Fund may invest in thinly traded securities that, while publicly traded on an exchange or over the counter, are not well known to the general public, have limited float or lack significant institutional interest making it hard to sell portfolio positions at an optimal time or price. The Fund is inappropriate for market timers/traders.
Portfolio strategy risk. Fund success will in part be determined by the Advisor’s skill at choosing appropriate investments and executing portfolio strategy effectively.
|
||||||||
| Bar Chart and Performance Table [Heading] | rr_BarChartAndPerformanceTableHeading | Investment Results | ||||||||
| Performance Narrative [Text Block] | rr_PerformanceNarrativeTextBlock | The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Fund’s performance year to year and how the Fund’s average annual returns for 1, 5 and 10 years compare with an index of broad market performance. Past results (before and after taxes) are not predictive of future performance. Updated information on Fund results may be found at www.pinnaclevaluefund.com.
|
||||||||
| Bar Chart [Heading] | rr_BarChartHeading | Calendar Year Total Returns | ||||||||
| Bar Chart Narrative [Text Block] | rr_BarChartNarrativeTextBlock | 2024 10.7% 2023 25.4% 2022 1.1% 2021 14.3% 2020 3.4% 2019 10.7% 2018 (11.8)% 2017 (0.1)% 2016 16.5% 2015 (6.0)%
|
||||||||
| Bar Chart Footnotes [Text Block] | rr_BarChartFootnotesTextBlock | Highest Performance Quarter () 15.7% Lowest Performance Quarter () (23.3)%
|
||||||||
| Performance Table Heading | rr_PerformanceTableHeading | Average annual total returns for the years ended Dec. 31, 2024 | ||||||||
| Pinnacle Value Fund | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Portfolio Turnover, Rate | rr_PortfolioTurnoverRate | 21.70% | ||||||||
| Performance Availability Website Address [Text] | rr_PerformanceAvailabilityWebSiteAddress | www.pinnaclevaluefund.com | ||||||||
| Performance Past Does Not Indicate Future [Text] | rr_PerformancePastDoesNotIndicateFuture | Past results (before and after taxes) are not predictive of future performance | ||||||||
| Highest Quarterly Return, Label | rr_HighestQuarterlyReturnLabel | Highest Performance Quarter | ||||||||
| Highest Quarterly Return, Date | rr_BarChartHighestQuarterlyReturnDate | Dec. 31, 2020 | ||||||||
| Highest Quarterly Return | rr_BarChartHighestQuarterlyReturn | 15.70% | ||||||||
| Lowest Quarterly Return, Label | rr_LowestQuarterlyReturnLabel | Lowest Performance Quarter | ||||||||
| Lowest Quarterly Return, Date | rr_BarChartLowestQuarterlyReturnDate | Mar. 31, 2020 | ||||||||
| Lowest Quarterly Return | rr_BarChartLowestQuarterlyReturn | (23.30%) | ||||||||
| 1 Year | rr_AverageAnnualReturnYear01 | 10.70% | ||||||||
| 5 Years | rr_AverageAnnualReturnYear05 | 10.70% | ||||||||
| 10 Years | rr_AverageAnnualReturnYear10 | 5.90% | ||||||||
| Pinnacle Value Fund | After Taxes on Distributions | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| 1 Year | rr_AverageAnnualReturnYear01 | 7.10% | [1] | |||||||
| 5 Years | rr_AverageAnnualReturnYear05 | 8.50% | [1] | |||||||
| 10 Years | rr_AverageAnnualReturnYear10 | 4.20% | [1] | |||||||
| Pinnacle Value Fund | After Taxes on Distributions and Sales | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| 1 Year | rr_AverageAnnualReturnYear01 | 8.20% | [1] | |||||||
| 5 Years | rr_AverageAnnualReturnYear05 | 8.00% | [1] | |||||||
| 10 Years | rr_AverageAnnualReturnYear10 | 4.30% | [1] | |||||||
| Pinnacle Value Fund | Russell 2000 Index | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| 1 Year | rr_AverageAnnualReturnYear01 | 11.50% | [2] | |||||||
| 5 Years | rr_AverageAnnualReturnYear05 | 7.40% | [2] | |||||||
| 10 Years | rr_AverageAnnualReturnYear10 | 7.80% | [2] | |||||||
| Pinnacle Value Fund | General Risk [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | There is no assurance the Fund will meet its investment objective | ||||||||
| Pinnacle Value Fund | Risk Lose Money [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | Investors may lose money by investing in the Fund | ||||||||
| Pinnacle Value Fund | Risk Not Insured Depository Institution [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | Investments in the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency | ||||||||
| Pinnacle Value Fund | Stock Market Risk [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | Common stocks or securities convertible into common stocks are more volatile than other investments such as debt securities. A stock market decline may lead to declines in individual securities or market segments. The Fund may experience a substantial or complete loss on an individual security | ||||||||
| Pinnacle Value Fund | Value Style Risk [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | The value approach carries the risk that securities chosen may remain undervalued. The market may not recognize a company’s true intrinsic value for a long time or a company judged to be undervalued may be appropriately priced. Value stocks as a group may be out of favor while the market focuses on growth stocks | ||||||||
| Pinnacle Value Fund | Small And Micro Company Risk [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | Investing in small company securities involves risks as they have more limited resources and are more vulnerable to economic downturns. Share prices are more volatile than those of large firms and are more likely to be adversely affected by poor market conditions | ||||||||
| Pinnacle Value Fund | Liquidity Risk [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | The Fund may invest in thinly traded securities that, while publicly traded on an exchange or over the counter, are not well known to the general public, have limited float or lack significant institutional interest making it hard to sell portfolio positions at an optimal time or price. The Fund is inappropriate for market timers/traders | ||||||||
| Pinnacle Value Fund | Portfolio Strategy Risk [Member] | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Risk [Text Block] | rr_RiskTextBlock | Fund success will in part be determined by the Advisor’s skill at choosing appropriate investments and executing portfolio strategy effectively | ||||||||
| Pinnacle Value Fund | Pinnacle Value Fund | ||||||||||
| Prospectus [Line Items] | rr_ProspectusLineItems | |||||||||
| Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) | rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice | none | ||||||||
| Maximum Sales Charge on Reinvested Dividends and Distributions (as a percentage) | rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther | none | ||||||||
| Redemption Fee (as a percentage of Amount Redeemed) | rr_RedemptionFeeOverRedemption | (1.00%) | ||||||||
| Management Fees (as a percentage of Assets) | rr_ManagementFeesOverAssets | 1.25% | ||||||||
| Distribution and Service (12b-1) Fees | rr_DistributionAndService12b1FeesOverAssets | none | ||||||||
| Other Expenses (as a percentage of Assets): | rr_OtherExpensesOverAssets | 0.29% | ||||||||
| Acquired Fund Fees and Expenses | rr_AcquiredFundFeesAndExpensesOverAssets | 0.08% | [3] | |||||||
| Expenses (as a percentage of Assets) | rr_ExpensesOverAssets | 1.62% | ||||||||
| Fee Waiver or Reimbursement | rr_FeeWaiverOrReimbursementOverAssets | (0.30%) | [4] | |||||||
| Net Expenses (as a percentage of Assets) | rr_NetExpensesOverAssets | 1.32% | ||||||||
| Expense Example, with Redemption, 1 Year | rr_ExpenseExampleYear01 | $ 137 | ||||||||
| Expense Example, with Redemption, 3 Years | rr_ExpenseExampleYear03 | 426 | ||||||||
| Expense Example, with Redemption, 5 Years | rr_ExpenseExampleYear05 | 737 | ||||||||
| Expense Example, with Redemption, 10 Years | rr_ExpenseExampleYear10 | $ 1,619 | ||||||||
| Annual Return 2015 | rr_AnnualReturn2015 | (6.00%) | ||||||||
| Annual Return 2016 | rr_AnnualReturn2016 | 16.50% | ||||||||
| Annual Return 2017 | rr_AnnualReturn2017 | (0.10%) | ||||||||
| Annual Return 2018 | rr_AnnualReturn2018 | (11.80%) | ||||||||
| Annual Return 2019 | rr_AnnualReturn2019 | 10.70% | ||||||||
| Annual Return 2020 | rr_AnnualReturn2020 | 3.40% | ||||||||
| Annual Return 2021 | rr_AnnualReturn2021 | 14.30% | ||||||||
| Annual Return 2022 | rr_AnnualReturn2022 | 1.10% | ||||||||
| Annual Return 2023 | rr_AnnualReturn2023 | 25.40% | ||||||||
| Annual Return 2024 | rr_AnnualReturn2024 | 10.70% | ||||||||
| ||||||||||
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