ADDITIONAL INFORMATION
For more information about the Fund, the following documents are available free upon request:
Annual/Semi-annual Reports
: The Fund’s annual and semi-annual reports to shareholders, when available, contain additional information on the Fund’s investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Fund, including its operations and investment policies. It is incorporated by reference and is legally considered a part of this Prospectus.
Portfolio Holdings:
A complete description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.
You can get free copies of reports and the SAI or request other information and discuss your questions about the Fund by contacting a broker or bank that sells the Fund. Or contact the Fund at:
American Independence Funds Trust
230 Park Avenue, Suite 534
New York, NY 10169
Telephone: 1-866-410-2006
Free copies of the Fund’s reports and SAI are also available from our internet site at: www.aifunds.com.
You can review and copy the Fund’s reports and SAI at the Public Reference Room of the Securities and Exchange Commission (the ‘‘Commission’’). You can get text-only copies:
·
|
For a duplicating fee, by writing the Public Reference Section of the Commission, Washington, D. C. 20549-1520, (for information on the operation of the Public Reference Room call the Commission
at 1-202-942-8090), or by electronic request to the following e-mail address: publicinfo@sec.gov.
|
·
|
Free from the Commission’s Website at www.sec.gov.
|
AITAF 092013
Investment Company Act file no. 811-21757
AMERICAN INDEPENDENCE FUNDS TRUST
230 PARK AVENUE, SUITE 534
NEW YORK, NY 10169
GENERAL AND ACCOUNT INFORMATION: (866) 410-2006
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC - INVESTMENT ADVISER
(“AMERICAN INDEPENDENCE” OR THE “ADVISER”)
Matrix Capital Group, Inc.
(“MATRIX” OR THE “DISTRIBUTOR”)
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (the “SAI”) describes certain classes for one fund of the American Independence Funds Trust, which is managed by American Independence. The fund and classes are:
|
Institutional Class
|
Class A
|
Class C
|
|
(Ticker/CUSIP)
|
(Ticker/CUSIP)
|
(Ticker/CUSIP)
|
American Independence Risk-Managed Allocation Fund
|
RMAIX
|
AARMX
|
ACRMX
|
|
267623260
|
267623252
|
267623245
|
|
|
|
|
This SAI is meant to be read in conjunction with the prospectus for the American Independence Risk-Managed Allocation Fund dated September 20, 2013 (the “Prospectus”), for Class A, Class C and Institutional Class shares. This SAI is incorporated by reference in its entirety into the Prospectus. Because this SAI is not itself a prospectus, no investment in shares of any American Independence Fund should be made solely upon the information contained in this SAI.
Copies of the Prospectus and annual report may be obtained without charge by calling 1-866-410-2006 or by writing American Independence Funds Trust 230 Park Avenue, Suite 534, New York, New York 10169. Capitalized terms that are used in this SAI but not defined have the same meanings as in the Prospectus.
SHARES OF THE FUND ARE NOT BANK DEPOSITS AND SUCH SHARES ARE NOT FEDERALLY INSURED OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY. INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. YOU COULD ALSO LOSE MONEY BY INVESTING IN THE FUND. IN ADDITION, THE DIVIDENDS PAID BY THE FUND WILL GO UP AND DOWN.
September 20, 2013
HISTORY OF THE TRUST
American Independence Funds Trust (the “Trust”) is a Delaware business statutory trust that commenced operations on October 7, 2004, as an open-end, management investment company. The Trust currently consists of 10 series, or mutual funds, one of which, the Risk-Managed Allocation Fund (the “Fund”), is described in this Statement of Additional Information (the “SAI”).
THE INVESTMENT POLICIES, PRACTICES AND RELATED RISKS OF THE FUND
The Trust’s Board of Trustees oversees the overall management of the Fund and elects the officers of the Trust. Several of those restrictions and the Fund’s investment objectives are fundamental policies, meaning that they may not be changed without a majority vote of shareholders of the Fund. Except for the objectives and those restrictions specifically identified as fundamental, all other investment policies and practices described in this SAI are not fundamental and may change solely by approval of the Board of Trustees.
The following is a description of investment practices of the Fund and the securities in which it may invest:
Securities of Other Investment Companies.
The Fund’s investments in an underlying portfolio of exchange-traded funds (“ETFs”), mutual funds and closed-end funds involve certain additional expenses and certain tax results, which would not be present in a direct investment in the underlying funds.
Other Open-End Mutual Funds
. The Fund may invest in shares of other open-end, management investment companies, subject to the limitations of the Investment Company Act of 1940 (the “1940 Act”) and subject to such investments being consistent with the overall objective and policies of the Fund making such investment. The purchase of securities of other mutual funds results in duplication of expenses such that investors indirectly bear a proportionate share of the expenses of such mutual funds including operating costs, and investment advisory and administrative fees.
ETFs and Closed End Funds
. The Fund may invest in shares of ETFs, closed-end funds and other investment companies. Shareholders bear both their proportionate share of the Fund’s expenses and similar expenses of the underlying investment company when the Fund invests in shares of another investment company. The price movement of an ETF may not track the underlying index and may result in a loss. If the Fund invests in closed-end investment companies, it may incur added expenses such as additional management fees and trading costs. ETFs are intended to provide investment results that, before expenses, generally correspond to the price and yield performance of the corresponding market index, and the value of their shares should, under normal circumstances, closely track the value of the index’s underlying component stocks. ETFs generally do not buy or sell securities, except to the extent necessary to conform their portfolios to the corresponding index. Because an ETF has operating expenses and transaction costs, while a market index does not, ETFs that track particular indices typically will be unable to match the performance of the index exactly. Investment in the Fund should be made with the understanding that the ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities and other ETF expenses, whereas such transaction costs and expenses are not included in the calculation of the total returns of the indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable.
Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed by the 1940 Act. Absent an available exemption, the Fund may not: (i) acquire more than 3% of the voting securities of any other investment company; (ii) invest more than 5% of its total assets in securities of any one investment company; or (iii) invest more than 10% of its total assets in securities of all investment companies.
Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond the above statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the particular ETF and the investing fund. The Fund may rely on these exemptive orders to invest in unaffiliated ETFs. If the Fund is unable to rely on an exemptive order, the limitations discussed above may prevent the Fund from allocating its investments in the manner the Advisor considers optimal, or cause the Advisor to select an investment other than that which the Advisor considers optimal.
Additional risks through investing in certain ETFs
. The Fund may invest in commodity-linked and real estate ETFs, which are designed to provide exposure to such investments without direct investment in physical commodities or real estate. By investing in ETFs that invest in commodities and real estate, the Fund incurs the following additional risks:
Commodities Risk.
Investments in commodities and commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.
Real Estate Risk
. The Fund’s investment in real estate ETFs has many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally.
Exchange-Traded Notes
. Exchange-traded notes (“ETNs”) are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange (e.g., the New York Stock Exchange) during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day's market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk and the value of the ETN may drop due to a downgrade in the issuer's credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer's credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN.
The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN. ETNs are also subject to tax risk. No assurance can be given that the Internal Revenue Service (the “IRS”) will accept, or a court will uphold, how the Fund characterizes and treats ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs.
An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.
The market value of ETN shares may differ from their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy.
Equity Investments.
The value of equity securities varies in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and general market and economic conditions. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be significant. Equity securities in which the Fund invests are described below:
Common Stocks
. Common stock represents the residual ownership interest in the issuer after all of its obligations and preferred stocks are satisfied. Common stock fluctuates in price in response to many factors, including historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market volatility.
Preferred Stocks
. Preferred stock has a preference over common stock in liquidation and generally in dividends as well, but is subordinated to the liabilities of the issuer in all respects. Preferred stock may or may not be convertible into common stock. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics.
Depository Receipts.
The Fund may invest in foreign equity securities by purchasing “depositary receipts.” Depositary receipts are instruments issued by banks that represent an ownership interest in equity securities held by arrangement with the bank. Depositary receipts can be either “sponsored” or “unsponsored.” Sponsored depositary receipts are issued by a bank in cooperation with the issuer of the underlying equity securities. Unsponsored depositary receipts are arranged without involvement by the issuer of the underlying equity securities and, therefore, less information about the issuer of the underlying equity securities may be available and the price may be more volatile than in the case of sponsored depositary receipts. American Depositary Receipts (“ADRs”) are depositary receipts that are bought and sold in the U.S. and are typically issued by a U.S. bank or trust company and evidence ownership of underlying securities by a foreign corporation. All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency risk. European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”) are depositary receipts that are typically issued by foreign banks or trust companies and evidence ownership of underlying securities issued by either a foreign or U. S. corporation. All depositary receipts, including those denominated in U.S. dollars, will be subject to foreign currency risk.
There are certain risks associated with investments in unsponsored ADR programs. Because the non-U.S. company does not actively participate in the creation of the ADR program, the underlying agreement for service and payment will be between the depository and the shareholder. The company issuing the stock underlying the ADR pays nothing to establish the unsponsored facility, as fees for
ADR issuance and cancellation are paid by brokers. Investors directly bear the expenses associated with certificate transfer, custody and dividend payment.
In an unsponsored ADR program, there also may be several depositories with no defined legal obligations to the non-U.S. company. The duplicate depositories may lead to marketplace confusion because there would be no central source of information to buyers, sellers and intermediaries. The efficiency of centralization gained in a sponsored program can greatly reduce the delays in delivery of dividends and annual reports. In addition, with respect to all ADRs there is always the risk of loss due to currency fluctuations.
Investments in ADRs involve certain risks not typically involved in purely domestic investments, including future foreign political and economic developments, and the possible imposition of foreign governmental laws or restrictions applicable to such investments. Securities of foreign issuers through ADRs are subject to different economic, financial, political and social factors. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payments position. With respect to certain countries, there is the possibility of expropriation of assets, confiscatory taxation, political or social instability or diplomatic developments which could adversely affect the value of the particular ADR. There may be less publicly available information about a foreign company than about a U.S. company, and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund’s possible inability to convert proceeds realized upon the sale of portfolio securities of the affected foreign companies immediately into U.S. currency.
Warrants
. Warrants are options to purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance) valid for a specific period of time. Warrants may have a life ranging from less than one year to twenty years, or they may be perpetual. However, most warrants have expiration dates after which they are worthless. In addition, a warrant is worthless if the market price of the common stock does not exceed the warrant's exercise price during the life of the warrant. Warrants have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock.
Fixed Income Investments
. Yields on fixed income securities are dependent on a variety of factors, including the general conditions of the money market and other fixed income securities markets, the size of a particular offering, the maturity of the obligation and the rating of the issue. An investment in the Fund will be subjected to risk even if all fixed income securities in the Fund’s portfolio are paid in full at maturity. All fixed income securities, including U.S. Government securities, can change in value when there is a change in interest rates or the issuer's actual or perceived creditworthiness or ability to meet its obligations.
There is normally an inverse relationship between the market value of securities sensitive to prevailing interest rates and actual changes in interest rates. In other words, an increase in interest rates produces a decrease in market value. The longer the remaining maturity (and duration) of a security, the greater will be the effect of interest rate changes on the market value of that security. Changes in the ability of an issuer to make payments of interest and principal and in the markets' perception of an issuer's creditworthiness will also affect the market value of the debt securities of that issuer. Obligations of issuers of fixed income securities (including municipal securities) are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the Federal
Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers may become subject to laws enacted in the future by Congress, state legislatures, or referenda extending the time for payment of principal and/or interest, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. Changes in the ability of an issuer to make payments of interest and principal and in the market's perception of an issuer's creditworthiness will also affect the market value of the debt securities of that issuer. The possibility exists, therefore, that, the ability of any issuer to pay, when due, the principal of and interest on its debt securities may become impaired.
The debt securities in which the Fund may invest are discussed below:
U.S. Agency Obligations
. The Fund may invest in U.S. Treasury obligations, which are backed by the full faith and credit of the United States Government as to the timely payment of principal and interest. U.S. Treasury obligations consist of bills, notes, and bonds and separately traded interest and principal component parts of such obligations known as STRIPS which generally differ in their interest rates and maturities. U.S. Treasury bills, which have original maturities of up to one year, notes, which have maturities ranging from one year to 10 years, and bonds, which have original maturities of 10 to 30 years, are direct obligations of the United States Government federal agencies and instrumentalities. Some types of U.S. Government securities are supported by the full faith and credit of the United States Government or U.S. Treasury guarantees, such as mortgage-backed certificates guaranteed by the Government National Mortgage Association (“GNMA”). Other types of U.S. Government securities, such as obligations of the Student Loan Marketing Association, provide recourse only to the credit of the agency or instrumentality issuing the obligation. In the case of obligations not backed by the full faith and credit of the United States, the investor must look to the agency issuing or guaranteeing the obligation for ultimate repayment.
The Fund may invest in obligations of agencies of the U.S. Government. Such agencies include, among others, Farmers Home Administration, Federal Farm Credit System, Federal Housing Administration, GNMA, Maritime Administration, Small Business Administration, and The Tennessee Valley Authority. The Fund may purchase securities issued or guaranteed by the GNMA which represent participations in Veterans Administration and Federal Housing Administration backed mortgage pools. Obligations of instrumentalities of the U.S. Government include securities issued by, among others, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Land Banks, Federal National Mortgage Association (“Fannie Mae”) and the United States Postal Service. Some of these securities are supported by the full faith and credit of the United States Treasury (e.g., GNMA). Guarantees of principal by agencies or instrumentalities of the U.S. Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing the value of the obligation prior to maturity.
Corporate Debt Securities
. The Fund may purchase corporate debt securities, subject to the rating and quality requirements specified. The Fund may invest in both rated commercial paper and rated corporate debt obligations of foreign issuers that meet the same quality criteria applicable to investments by the Fund in commercial paper and corporate debt obligations of domestic issuers. These investments, therefore, are not expected to involve significant additional risks as compared to the risks of investing in comparable domestic securities. Generally, all foreign investments carry with them both opportunities and risks not applicable to investments in securities of domestic issuers, such as risks of foreign political and economic instability, adverse movements in foreign exchange rates, the imposition or tightening of exchange controls or other limitations on repatriation of foreign capital, changes in foreign governmental attitudes toward private investment (possibly leading to nationalization, increased taxation or confiscation of foreign assets) and added difficulties inherent in obtaining and enforcing a judgment against a foreign issuer of securities should it default.
Commercial Paper
. Commercial paper includes short-term unsecured promissory notes, variable rate demand notes and variable rate master demand notes issued by both domestic and foreign bank holding companies, corporations and financial institutions and United States Government agencies and instrumentalities. All commercial paper purchased by the Fund is, at the time of investment, rated in one of the top two short-term rating categories of at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), or, if not rated is, in the opinion of the Adviser, of an investment quality comparable to rated commercial paper in which the Fund may invest or (ii) rated in a comparable category by only one such organization if it is the only organization that has rated the commercial paper.
Bank Certificates of Deposit, Bankers’ Acceptances and Time Deposits
. The Fund may acquire certificates of deposit, bankers’ acceptances and time deposits. Certificates of deposit are negotiable certificates issued against monies deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning in effect that the bank unconditionally agrees to pay the face value of the instrument on maturity. Certificates of deposit and bankers’ acceptances acquired by the Fund will be dollar-denominated obligations of domestic or foreign banks or financial institutions which at the time of purchase have capital, surplus and undivided profits in excess of $100 million (including assets of both domestic and foreign branches), based on latest published reports, or less than $100 million if the principal amount of such bank obligations are fully insured by the U.S. Government.
Domestic banks and foreign banks are subject to different governmental regulations with respect to the amount and types of loans that may be made and interest rates that may be charged. In addition, the profitability of the banking industry depends largely upon the availability and cost of funds for the purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operations of the banking industry.
As a result of federal and state laws and regulations, domestic banks are, among other things, required to maintain specified levels of reserves, limited in the amount which they can loan to a single borrower, and subject to other regulations designed to promote financial soundness. However, such laws and regulations do not necessarily apply to foreign bank obligations that the Fund may acquire.
In addition to purchasing certificates of deposit and bankers’ acceptances, to the extent permitted under its investment objectives and policies stated above and in the Prospectus, the Fund may make interest-bearing time or other interest-bearing deposits in commercial or savings banks. Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.
Investment in Foreign Securities
. The Fund may invest in foreign companies, including companies in emerging markets, to the extent that such companies are included in the S&P 500 Index. Investments in foreign securities involve certain considerations that are not typically associated with investing in domestic securities. There may be less publicly available information about a foreign issuer than about a domestic issuer. Foreign issuers also are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic issuers. In addition, with respect to certain foreign countries, interest may be withheld at the source under foreign income tax laws, and there is a possibility of expropriation or confiscatory taxation, political or social instability or diplomatic developments that could adversely affect investments in securities of issuers located in those countries.
Emerging Markets.
Emerging markets securities are foreign securities issued from countries which are considered to be “emerging” or “developing” by the World Bank. Such emerging markets include all markets other than Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, South Korea, Spain, Sweden, Switzerland, the United Kingdom and the United States.
An emerging market sovereign security is a security issued by the national government, a municipality, or a company that is wholly owned by the national government. The latter are sometimes referred to as
“
quasi-sovereign
”
securities.
Derivative Securities.
The Fund may purchase certain “derivative” instruments as described below under various headings. Derivative instruments are instruments that derive value from the performance of underlying assets, interest or currency exchange rates or indices, and include, but are not limited to, participation certificates, custodial receipts, futures contracts, options, forward foreign currency contracts, interest rate swaps and structured debt obligations (including collateralized mortgage obligations and other types of mortgage-related securities,
“stripped” securities and various floating rate instruments). Derivative instruments present, to varying degrees, market risk that the performance of the underlying assets, interest or exchange rates or indices will decline; credit risk that the dealer or other counterparty to the transaction will fail to pay its obligations; volatility and leveraging risk that, if interest or exchange rates change adversely, the value of the derivative instrument will decline more than the assets, rates or indices on which it is based; liquidity risk that the Fund will be unable to sell a derivative instrument when it wants because of lack of market depth or market disruption; pricing risk that the value of a derivative instrument will not correlate exactly to the value of the underlying assets, rates or indices on which it is based; and operations risk that loss will occur as a result of inadequate systems and controls, human error or otherwise. Some derivative instruments are more complex than others, and for those instruments that have been developed recently, data is lacking regarding their actual performance over complete market cycles.
The Sub-Adviser will evaluate the risks presented by the derivative instruments purchased by the Fund, and will determine, in connection with its day-to-day management of the Fund, how they will be used in furtherance of the Fund’s investment objective. It is possible, however, that the Sub-Adviser’s evaluations will prove to be inaccurate or incomplete and, even when accurate and complete, it is possible that the Fund will, because of the risks discussed above, incur a loss as a result of its investments in derivative instruments.
Derivative securities are instruments whose value is derived from the value of other assets such as commodities, stocks, bonds, and market indices. Derivatives include: (i) swaps; (ii) caps, floors and collars; (iii) forward foreign currency contracts; (iv) futures contracts; and (v) options.
Derivatives are often used to hedge against a given investment’s risks of future gain or loss. Such risks include changes in interest rates, foreign currency exchange rates and securities prices.
CFTC Regulatory Considerations
.
The Fund may purchase and sell derivative instruments only to the extent that such activities are consistent with the requirements of the Commodity Exchange Act, as amended (“CEA”), including registration as a “commodity pool operator”. The Adviser has claimed an exclusion from the definition of commodity pool operator under the CEA and are not currently subject to registration, disclosure and reporting requirements under the CEA.
With respect to investments in commodity futures, commodity options or certain other derivatives used for purposes other than
bona fide
hedging purposes, a registered investment company must meet one of the following tests. First, the aggregate initial margin and premiums required to establish the investment
company’s positions in such investments may not exceed five percent (5%) of the liquidation value of the investment company’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments). Alternatively, the aggregate net notional value of such instruments, determined at the time of the most recent position established, may not exceed one hundred percent (100%) of the liquidation value of the investment company’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the company may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or derivatives markets. These rules went into effect on December 31, 2012.
Options on Securities
. The Fund may purchase put and call options and write covered put and call options on securities in which the Fund may invest directly and that are traded on registered domestic securities exchanges or that result from separate, privately negotiated transactions (i.e., over-the-counter (“OTC”) options). The writer of a call option, who receives a premium, has the obligation, upon exercise, to deliver the underlying security against payment of the exercise price during the option period. The writer of a put, who receives a premium, has the obligation to buy the underlying security, upon exercise, at the exercise price during the option period.
Writing Covered Options
. The Fund may write put and call options on securities only if they are covered and such options must remain covered as long as the Fund is obligated as a writer. A call option is covered if the Fund owns the underlying security covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration if the underlying security is held in a segregated account by its custodian) upon conversion or exchange of other securities held in its portfolio. A put option is covered if the Fund maintains liquid assets with a value equal to the exercise price in a segregated account with its custodian.
The principal reason for writing put and call options is to attempt to realize, through the receipt of premiums, a greater current return than would be realized on the underlying securities alone. In return for the premium received for a call option, the Fund foregoes the opportunity for profit from a price increase in the underlying security above the exercise price so long as the option remains open, but retain the risk of loss should the price of the security decline. In return for the premium received for a put option, the Fund assumes the risk that the price of the underlying security will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss. The Fund may purchase put options in an effort to protect the value of a security it owns against a possible decline in market value.
Writing of options involves the risk that there will be no market in which to effect a closing transaction. An exchange-traded option may be closed out only on an exchange that provides a secondary market for an option of the same series. OTC options are not generally terminable at the option of the writer and may be closed out only by negotiation with the holder. There is also no assurance that a liquid secondary market on an exchange will exist. In addition, because OTC options are issued in privately negotiated transactions exempt from registration under the Securities Act of 1933 (the “1933 Act”), there is no assurance that the Fund will succeed in negotiating a closing out of a particular OTC option at any particular time. If the Fund, as covered call option writer, is unable to effect a closing purchase transaction in the secondary market or otherwise, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise.
The staff of the SEC has taken the position that purchased options not traded on registered domestic securities exchanges and the assets used as cover for written options not traded on such exchanges are generally illiquid securities. However, the staff has also opined that, to the extent a mutual fund sells an
OTC option to a primary dealer that it considers creditworthy and contracts with such primary dealer to establish a formula price at which the fund would have the absolute right to repurchase the option, the fund would only be required to treat as illiquid the portion of the assets used to cover such option equal to the formula price minus the amount by which the option is in-the-money. Pending resolution of the issue, the Fund will treat such options and, except to the extent permitted through the procedure described in the preceding sentence, assets as subject to the Fund’s limitation on investments in securities that are not readily marketable.
Swap Agreements
. To manage its exposure to different types of investments, the Fund may enter into interest rate, currency and mortgage (or other asset) swap agreements and may purchase and sell interest rate “caps,” “floors” and “collars.” In a typical interest rate swap agreement, one party agrees to make regular payments equal to a floating interest rate on a specified amount (the “notional principal amount”) in return for payments to a fixed interest rate on the same amount for a specified period. If a swap agreement provides for payment in different currencies, the parties may also agree to exchange the notional principal amount. Mortgage swap agreements are similar to interest rate swap agreements, except that the notional principal amount is tied to a reference pool of mortgages. In a cap or floor, one party agrees, usually in return for a fee, to make payments under particular circumstances. For example, the purchaser of an interest rate cap has the right to receive payments to the extent a specified interest rate exceeds an agreed upon level; the purchaser of an interest rate floor has the right to receive payments to the extent a specified interest rate falls below an agreed upon level. A collar entitles the purchaser to receive payments to the extent a specified interest rate falls outside an agreed upon range.
Swap agreements may involve leverage and may be highly volatile; depending on how they are used, they may have a considerable impact on the Fund’s performance. Swap agreements involve risks depending upon the counterparty’s creditworthiness and ability to perform as well as the Fund’s ability to terminate its swap agreements or reduce its exposure through offsetting transactions. The Adviser monitors the creditworthiness of counterparties to these transactions and intends to enter into these transactions only when they believe the counterparties present minimal credit risks and the income expected to be earned from the transaction justifies the attendant risks.
Total Return Swaps.
A total return swap is a contract between two counterparties who agree to swap periodic payments for the life of the contract. Typically, one party receives the total return (interest payments plus any capital gains or losses for the payment period) from a specified reference asset, while the counterparty receives a specified fixed or floating cash flow (e.g., LIBOR) that is not related to the creditworthiness of the reference asset. The payments are based upon the same notional amount of the reference asset. The reference asset may be any asset (e.g., bonds or loans), an index, or a basket of assets.
Futures, Related Options and Options on Stock Indices
. The Fund may attempt to reduce the risk of investment in equity securities by hedging a portion of its portfolio through the use of certain futures transactions, options on futures traded on a board of trade and options on stock indices traded on national securities exchanges. The Fund may hedge a portion of their portfolios by purchasing such instruments during a market advance or when the Sub-Adviser anticipates an advance. In attempting to hedge a portfolio, the Fund may enter into contracts for the future delivery of securities and futures contracts based on a specific security, class of securities or an index, purchase or sell options on any such futures contracts, and engage in related closing transactions. The Fund will use these instruments primarily as a hedge against changes resulting from market conditions in the values of securities held in its portfolio or which it intends to purchase.
A stock index assigns relative weighing to the common stocks in the index, and the index generally fluctuates with changes in the market values of these stocks. A stock index futures contract is an
agreement in which one party agrees to deliver to the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. The Fund will sell stock index futures only if the amount resulting from the multiplication of the then current level of the indices upon which such futures contracts are based, and the number of futures contracts which would be outstanding, do not exceed one-third of the value of the Fund’s net assets.
When a futures contract is executed, each party deposits with a broker or in a segregated custodial account up to 5% of the contract amount, called the “initial margin,” and during the term of the contract, the amount of the deposit is adjusted based on the current value of the futures contract by payments of variation margin to or from the broker or segregated account.
In the case of options on stock index futures, the holder of the option pays a premium and receives the right, upon exercise of the option at a specified price during the option period, to assume the option writer’s position in a stock index futures contract. If the option is exercised by the holder before the last trading day during the option period, the option writer delivers the futures position, as well as any balance in the writer’s futures margin account. If it is exercised on the last trading day, the option writer delivers to the option holder cash in an amount equal to the difference between the option exercise price and the closing level of the relevant index on the date the option expires. In the case of options on stock indexes, the holder of the option pays a premium and receives the right, upon exercise of the option at a specified price during the option period, to receive cash equal to the dollar amount of the difference between the closing price of the relevant index and the option exercise price times a specified multiple, called the “multiplier.”
During a market decline or when the Adviser or Sub-Adviser anticipates a decline, the Fund may hedge a portion of its portfolio by selling futures contracts or purchasing puts on such contracts or on a stock index in order to limit exposure to the decline. This provides an alternative to liquidation of securities positions and the corresponding costs of such liquidation. Conversely, during a market advance or when the Adviser or Sub-Adviser anticipates an advance, the Fund may hedge a portion of its portfolio by purchasing futures, options on these futures or options on stock indices. This affords a hedge against the Fund not participating in a market advance at a time when it is not fully invested and serves as a temporary substitute for the purchase of individual securities which may later be purchased in a more advantageous manner.
Risk of Options and Futures Contracts
. One risk involved in the purchase and sale of futures and options is that the Fund may not be able to affect closing transactions at a time when it wishes to do so. Positions in futures contracts and options on futures contracts may be closed out only on an exchange or board of trade that provides an active market for them, and there can be no assurance that a liquid market will exist for the contract or the option at any particular time. To mitigate this risk, the Fund will ordinarily purchase and write options only if a secondary market for the options exists on a national securities exchange or in the over-the-counter market. Another risk is that during the option period, if the Fund has written a covered call option, it will have given up the opportunity to profit from a price increase in the underlying securities above the exercise price in return for the premium on the option (although the premium can be used to offset any losses or add to the Fund’s income) but, as long as its obligation as a writer continues, the Fund will have retained the risk of loss should the price of the underlying security decline. Investors should note that because of the volatility of the market value of the underlying security, the loss from investing in futures transactions is potentially unlimited. In addition, the Fund has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once the Fund has received an exercise notice, it cannot effect a closing transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price.
The Fund’s successful use of stock index futures contracts, options on such contracts and options on indices depends upon the ability of the Sub-Adviser to predict the direction of the market and is subject to various additional risks. The correlation between movements in the price of the futures contract and the price of the securities being hedged is imperfect and the risk from imperfect correlation increases in the case of stock index futures as the composition of the Fund’s portfolio diverges from the composition of the relevant index. Such imperfect correlation may prevent the Fund from achieving the intended hedge or may expose the Fund to risk of loss. In addition, if the Fund purchases futures to hedge against market advances before they can invest in common stock in an advantageous manner and the market declines, the Fund might create a loss on the futures contract. Particularly in the case of options on stock index futures and on stock indices, the Fund’s ability to establish and maintain positions will depend on market liquidity. The successful utilization of options and futures transactions requires skills different from those needed in the selection of the Fund’s portfolio securities. The Fund believes that the Sub-Adviser possesses the skills necessary for the successful utilization of such transactions.
The Fund is permitted to engage in bona fide hedging transactions (as defined in the rules and regulations of the Commodity Futures Trading Commission) without any quantitative limitations. Futures and related option transactions which are not for bona fide hedging purposes may be used provided the total amount of the initial margin and any option premiums attributable to such positions does not exceed 5% of the Fund’s liquidating value after taking into account unrealized profits and unrealized losses, and excluding any in-the-money option premiums paid. The Fund will not market, and is not marketing, itself as commodity pool or otherwise as a vehicle for trading in futures and related options. The Fund will segregate liquid assets to cover the futures and options.
Limitations on Use of Derivatives
. The total notional value of all of the Fund’s positions in options, futures and other instruments used for hedging is not expected to exceed the value of securities owned by that respective Fund, so that the most defensive position expected by the Fund will be a “fully hedged” position in which long and short exposures are of equal size. For purposes of these limitations, the “notional value” of the Fund’s hedge position is calculated as the sum of the notional values of short futures contracts and other non-option hedges, plus the greater of the notional value of put options owned by the Fund or call options written by the Fund. The combination of a long put position and a short call option is counted as a single option position. The notional value of such a position is generally equal to 100 (depending on the contract specifications) times the value of the underlying stock index, provided that no more than one of the options is “in the money” at the time the position is initiated. Similarly, option spread and other “covered” combinations (for example, a short put options combined with a long put option) are also netted as single positions for the purpose of calculating notional value under these limitations. Other offsetting positions in derivatives may similarly be netted and treated as a single position.
Real Estate Investment Trusts (“REITs”)
. REITs are publicly traded corporations or trusts that specialize in acquiring, holding, and managing residential, commercial or industrial real estate. A REIT is not taxed at the entity level on income distributed to its shareholders or unitholders if it distributes to shareholders or unitholders at least 90% of its taxable income for each taxable year and complies with regulatory requirements relating to its organization, ownership, assets and income. Failure to qualify for tax-free pass-through treatment of their income under the Internal Revenue Code of 1986, as amended, or their failure to maintain an exemption from registration under the 1940 Act could affect the value of the REIT.
REITs generally can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. An Equity REIT invests the majority of its assets directly in real property and derives its income primarily from rents and from capital gains on real estate appreciation which are realized through property sales. A Mortgage
REIT invests the majority of its assets in real estate mortgage loans and services its income primarily from interest payments. A Hybrid REIT combines the characteristics of an Equity REIT and a Mortgage REIT.
The Fund’s investment in the real estate industry subjects the Fund to risks associated with that industry. The real estate industry has been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and income from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to such companies, and companies which service the real estate industry.
In addition, REITs are dependent on specialized management skills and on their ability to generate cash flow for operating purposes and to make distributions to shareholders or unitholders. REITs may have limited diversification and are subject to risks associated with obtaining financing for real property, as well as to the risk of self-liquidation.
Repurchase Agreements
. The Fund may enter into repurchase agreements with any bank and broker-dealer which, in the opinion of the Trustees, presents a minimal risk of bankruptcy. Under a repurchase agreement the Fund acquires securities and obtains a simultaneous commitment from the seller to repurchase the securities at a specified time and at an agreed upon yield. The agreements will be fully collateralized and the value of the collateral, including accrued interest, marked-to-market daily. The agreements may be considered to be loans made by the Fund, collateralized by the underlying securities. If the seller should default on its obligation to repurchase the securities, the Fund may experience a loss of income from the loaned securities and a decrease in the value of any collateral, problems in exercising its rights to the underlying securities and costs and time delays in connection with the disposition of securities. For more information about repurchase agreements, see “Investment Policies”.
Reverse Repurchase Agreements
. The Fund may also enter into reverse repurchase agreements to avoid selling securities during unfavorable market conditions to meet redemptions. Pursuant to a reverse repurchase agreement, the Fund will sell portfolio securities and agree to repurchase them from the buyer at a particular date and price. Whenever the Fund enters into a reverse repurchase agreement, it will establish a segregated account in which it will maintain liquid assets in an amount at least equal to the repurchase price marked to market daily (including accrued interest), and will subsequently monitor the account to ensure that such equivalent value is maintained. The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings by the Fund under the 1940 Act.
Loans of Portfolio Securities
. The Fund may lend its portfolio securities in an amount up to 33-1/3% of the Fund’s total assets to brokers, dealers and financial institutions.
The Fund will earn income for lending their securities because cash collateral pursuant to these loans will be invested in short-term money market instruments. In connection with lending securities, the Fund may pay reasonable finders, administrative and custodial fees. Loans of securities involve a risk that the borrower may fail to return the securities or may fail to provide additional collateral.
Securities loans will be made in accordance with the following conditions: (1) the Fund must receive at least 100% collateral in the form of cash or cash equivalents, securities of the U.S. Government and its agencies and instrumentalities, and approved bank letters of credit; (2) the borrower must increase the
collateral whenever the market value of the loaned securities (determined on a daily basis) rises above the level of collateral; (3) the Fund must be able to terminate the loan after notice, at any time; (4) the Fund must receive reasonable interest on the loan or a flat fee from the borrower, as well as amounts equivalent to any dividends, interest or other distributions on the securities loaned, and any increase in market value of the loaned securities; (5) the Fund may pay only reasonable custodian fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, provided, however, that if a material event affecting the investment occurs, the Board of Trustees must be able to terminate the loan and vote proxies or enter into an alternative arrangement with the borrower to enable the Board of Trustees to vote proxies.
The Board of Trustees has approved the Fund to loan its portfolio securities and enter into Securities Lending Agreements with the Custodians. Net revenue from securities lending activity will be used to offset the Fund’s custodian expenses and to pay the cost of other operating expenses for the Fund. The net cost of the Fund’s operating expenses less the net securities lending revenue will be used to calculate the Fund’s expense limitations.
Illiquid Securities
. The Fund has adopted a fundamental policy with respect to investments in illiquid securities. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act, securities that are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days. Securities that have not been registered under the 1933 Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.
In recent years, however, a large institutional market has developed for certain securities that are not registered under the 1933 Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on either an efficient institutional market in which the unregistered security can be readily resold or on the issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.
The Fund may also invest in restricted securities issued under Section 4(2) of the 1933 Act, which exempts from registration “transactions by an issuer not involving any public offering.” Section 4(2) instruments are restricted in the sense that they can only be resold through the issuing dealer and only to institutional investors; they cannot be resold to the general public without registration. Restricted securities issued under Section 4(2) of the 1933 Act (other than certain commercial paper issued pursuant to Section 4(2) as discussed below) will be treated as illiquid and subject to the Fund’s investment restriction on illiquid securities.
Pursuant to procedures adopted by the Board of Trustees, the Fund may treat certain commercial paper issued pursuant to Section 4(2) as a liquid security and not subject to the Fund’s investment restriction on illiquid investments. Section 4(2) commercial paper may be considered liquid only if all of the following conditions are met: (i) the Section 4(2) commercial paper must not be traded flat (i.e. without accrued interest) or be in default as to principal or interest; and (ii) the Section 4(2) commercial paper must be rated in one of the two highest rating categories by at least two Nationally Recognized Statistical Rating
Organizations (“NRSROs”), or if
only one NRSRO rates the security, by that NRSRO, or if the security is
unrated, the security has been determined to be of equivalent quality.
The
Commission has adopted Rule 144A, which allows a broader institutional trading
market for securities otherwise subject to restrictions on resale to the
general public. Rule 144A establishes a “safe harbor” from the registration
requirements of the 1933 Act applicable to re-sales of certain securities to
qualified institutional buyers. It is the intent of the Fund’s to invest,
pursuant to procedures established by the Board of Trustees as applicable, and
subject to applicable investment restrictions, in securities eligible for
resale under Rule 144A which are determined to be liquid based upon the trading
markets for the securities.
Pursuant
to guidelines set forth by and under the supervision of the Board of Trustees,
the Adviser or the Sub-Advisers will monitor the liquidity of restricted
securities in the Fund’s portfolio. In reaching liquidity decisions, the
Adviser will consider, among other things, the following factors: (1) the
frequency of trades and quotes for the security over the course of six months
or as determined in the discretion of the Adviser or the Sub-Advisers, as
applicable; (2) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers over the course of six months or
as determined in the discretion of the Adviser; (3) dealer undertakings to make
a market in the security; (4) the nature of the security and the marketplace in
which it trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer); and (5) other factors,
if any, which the Adviser deems relevant. The Adviser will also monitor the
purchase of Rule 144A securities to assure that the total of all Rule 144A
securities held by the Fund does not exceed 10% of the Fund’s average daily net
assets. Rule 144A securities and Section 4(2) commercial paper which are
determined to be liquid based upon their trading markets will not, however, be
required to be included among the securities considered to be illiquid for
purposes of Investment Restriction No. 1. Investments in Rule 144A securities
and Section 4(2) commercial paper could have the effect of increasing Fund
illiquidity.
Certain
Risk Considerations
. The price per
share of the Fund will fluctuate with changes in value of the investments held
by the Fund. A stock fund’s shares will generally fluctuate as a result of
numerous factors, including but not limited to investors’ expectations about
the economy, corporate earnings and interest rates. Shareholders of the Fund
should expect the value of their shares to fluctuate with changes in the value
of the securities owned by the Fund. Additionally, the Fund’s investment in
smaller companies may involve greater risks than investments in large companies
due to such factors as limited product lines, markets and financial or
managerial resources, and less frequently traded securities that may be subject
to more abrupt price movements than securities of larger companies.
There
is, of course, no assurance that the Fund will achieve its investment objective
or be successful in preventing or minimizing the risk of loss that is inherent
in investing in particular types of investment products. In order to attempt to
minimize that risk, the Adviser monitors developments in the economy, the
securities markets, and with each particular issuer. Also, as noted earlier, as
a diversified fund, the Fund is managed within certain limitations that
restrict the amount of the Fund’s investment in any single issuer.
Risks
of Techniques Involving Leverage
. Use
of leveraging involves special risks and may involve speculative investment
techniques. The Fund may borrow for other than temporary or emergency purposes,
lend its securities, enter reverse repurchase agreements, and purchase
securities on a when issued or forward commitment basis. Each of these
transactions involves the use of “leverage” when cash made available to the
Fund through the investment technique is used to make additional portfolio
investments. The Fund uses these investment techniques only as secondary (i.e.,
non-principal) investment strategies, when the Sub-Adviser believes that the
leveraging and the returns available to the Fund from investing the cash will
provide shareholders a potentially higher return.
Leverage
exists when the Fund achieves the right to a return on a capital base that
exceeds the amount the Fund has invested. Leverage creates the risk of
magnified capital losses which occur when losses affect an asset base, enlarged
by borrowings or the creation of liabilities that exceeds the equity base of
the Fund. Leverage may involve the creation of a liability that requires the
Fund to pay interest (for instance, reverse repurchase agreements) or the
creation of a liability that does not entail any interest costs (for instance,
forward commitment transactions). The risks of leverage include a higher
volatility of the net asset value of the Fund’s shares and the relatively
greater effect on the net asset value of the shares caused by favorable or
adverse market movements or changes in the cost of cash obtained by leveraging
and the yield obtained from investing the cash. So long as the Fund is able to
realize a net return on its investment portfolio that is higher than interest
expense incurred, if any, leverage will result in higher current net investment
income being realized by such Fund than if the Fund were not leveraged. On the
other hand, interest rates change from time to time as does their relationship
to each other depending upon such factors as supply and demand, monetary and
tax policies and investor expectations. Changes in such factors could cause the
relationship between the cost of leveraging and the yield to change so that
rates involved in the leveraging arrangement may substantially increase
relative to the yield on the obligations in which the proceeds of the
leveraging have been invested. To the extent that the interest expense involved
in leveraging approaches the net return on the Fund’s investment portfolio, the
benefit of leveraging will be reduced, and, if the interest expense on
borrowings were to exceed the net return to shareholders, such Fund’s use of
leverage would result in a lower rate of return than if the Fund were not
leveraged. Similarly, the effect of leverage in a declining market could be a
greater decrease in net asset value per share than if the Fund were not
leveraged. In an extreme case, if the Fund’s current investment income were not
sufficient to meet the interest expense of leveraging, it could be necessary
for such Fund to liquidate certain of its investments at an inappropriate time.
The use of leverage may be considered speculative.
INVESTMENT LIMITATIONS
The
following restrictions apply to the Fund. Unless otherwise indicated, only
Investment Restriction Nos. (2), (3), (4), (6), (7), (9) and (11) are fundamental
policies of the Fund, which can be changed only when permitted by law and
approved by a majority of the Fund’s outstanding voting securities. The
non-fundamental investment restrictions can be changed by approval of a
majority of the Board of Trustees. A “majority of the outstanding voting
securities” means the lesser of (i) 67% of the shares represented at a meeting
at which more than 50% of the outstanding shares are represented in person or
by proxy or (ii) more than 50% of the outstanding shares.
The Fund may not:
(1) Invest more than 15% of the value of its net
assets in investments which are illiquid;
(2) Borrow money or pledge, mortgage or hypothecate
its assets, except that the Fund may enter into reverse repurchase agreements
or borrow from banks up to 33-1/3% of the current value of its net assets for
temporary or emergency purposes or to meet redemptions. The Fund has adopted a
non-fundamental policy to limit such borrowing to 10% of its net assets and
those borrowings may be secured by the pledge of not more than 15% of the
current value of its total net assets (but investments may not be purchased by
the Fund while any such borrowings exist), except as permitted by the 1940 Act,
or interpretations or modifications by the SEC, SEC staff or other authority
with appropriate jurisdiction;
(3) Issue senior
securities, except insofar as the Fund may be deemed to have issued a senior
security in connection with any repurchase agreement or any permitted borrowing,
except as
permitted by the 1940 Act, or interpretations or modifications by the SEC, SEC
staff or other authority with appropriate jurisdiction;
(4) Make loans, except as permitted by the 1940 Act,
or interpretations or modifications by the SEC, SEC staff or other authority
with appropriate jurisdiction;
(5) The Fund may invest in securities issued by other
investment companies that invest in the types of securities in which the Fund
itself is permitted to invest. The Fund may not invest in securities of any
registered investment company except to the extent permitted under the 1940 Act;
(6) Invest in real property (including limited
partnership interests but excluding real estate investment trusts and master
limited partnerships, debt obligations secured by real estate or interests
therein, and securities issued by other companies that invest in real estate or
interest therein); invest in physical commodities, except that the Fund may
invest in currency and financial instruments and contracts in accordance with
its investment objective and policies, including, without limitation,
structured notes, futures contracts, swaps, options on commodities, currencies,
swaps and futures, ETFs, investment pools and other instruments, regardless of
whether such instrument is considered to be a commodity;
(7) Engage in the business of underwriting securities
of other issuers, except to the extent that the disposal of an investment
position may technically cause it to be considered an underwriter as that term
is defined under the 1933 Act;
(8) Sell securities short, except to the extent that the
Fund contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short;
(9) Purchase a security if, as a result, more than 25%
of the value of its total assets would be invested in securities of one or more
issuers conducting their principal business activities in the same industry,
provided that (a) this limitation shall not apply to obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities; (b)
wholly-owned finance companies will be considered to be in the industries of
their parents; and (c) utilities will be divided according to their services.
For example, gas, gas transmission, electric and gas, electric, and telephone
will each be considered a separate industry;
(10) Write, purchase or sell puts, calls or
combinations thereof, except that the Fund may purchase or sell puts and calls
as otherwise described in the Prospectus or SAI; however, the Fund will invest no
more than 5% of its total assets in these classes of securities for purposes
other than bona fide hedging;
(11) With respect to 75% of its assets, purchase a
security if as a result, (1) more than 5% of its total assets would be invested
in any one issuer other than the U.S. Government or its agencies or
instrumentalities, or (2) the Fund would own more than 10% of the outstanding
voting securities of such issuers.
As
a matter of fundamental policy, notwithstanding any limitation otherwise noted,
the Fund is authorized to seek to achieve its investment objective by investing
all of its investable assets in an investment company having substantially the
same investment objective and policies as the Fund subject to 1940 Act Rules.
If a percentage restriction on investment policies or
the investment or use of assets set forth in the Prospectus are adhered to at
the time a transaction is effected, except with respect to borrowings, later
changes in percentage resulting from changing assets values will not be
considered a violation.
It
is the intention of the Fund, unless otherwise indicated, that with respect to
the Fund’s policies that are the result of the application of law the Fund will
take advantage of the flexibility provided by rules or interpretations of the
SEC currently in existence or promulgated in the future or changes to such
laws.
PORFOLIO TURNOVER
The
portfolio turnover rate for the Fund is calculated by dividing the lesser of
purchases or sales of portfolio securities for the reporting period by the
monthly average value of the portfolio securities owned during the reporting
period. The calculation excludes all securities, including options, whose maturities
or expiration dates at the time of acquisition are one year or less.
Under
certain market conditions, the Fund may experience high portfolio turnover
rates as a result of the investment strategy. Portfolio investments may be sold
for a variety of reasons, such as a more favorable investment opportunity or
other circumstances bearing on the desirability of continuing to hold such
investments. Higher portfolio turnover rates (100% or more) can result in
corresponding increases in brokerage commissions and other transaction costs
which must be borne by the Fund and ultimately by its shareholders. Portfolio
turnover rates for the Fund may vary greatly from year to year as well as
within a particular year, and may be affected by cash requirements for redemption
of shares and by requirements which enable the Fund to receive favorable tax
treatment. Portfolio turnover will not be a limiting factor in making portfolio
decisions for the Fund, and the Fund may engage in short-term trading to
achieve its investment objective and adhere to its investment strategy.
As
of the date of this SAI, the Fund had not commenced and therefore does not have
any portfolio turnover to report. Once operational, the Fund will report
historical portfolio turnover rates for the past two fiscal years.
MANAGEMENT OF THE FUND
Trustees and Officers
The
Board of Trustees governs the Trust. The Trustees are responsible for generally
overseeing the conduct of the Trust’s business. The Board of Trustees is
composed of persons experienced in financial matters who meet throughout the
year to oversee the activities of the Fund. In addition, the Trustees review
contractual arrangements with companies that provide services to the Trust and
review the Fund’s performance. The Officers of the Trust are responsible for
the Fund’s operations. The Trust is composed of nine funds.
The
business and affairs of the Trust are managed under the general supervision of
the Board in accordance with the laws of the State of Delaware and the Trust’s
Trust Instrument and Bylaws. Information pertaining to the Trustees and
officers of the Trust is set forth below. Trustees who are deemed to be “interested
persons” of the Trust as defined in the 1940 Act are referred to as “Interested
Trustees.” Trustees who are not deemed to be “interested persons” of the Trust
are referred to as “Independent Trustees.”
Each
Trustee’s and officer’s address is c/o American Independence Funds Trust, 230
Park Avenue, Suite 534, New York, NY 10169. Each Trustee holds office until (i)
the annual meeting next after his election
and until
his successor shall have been duly elected and qualified; (ii) he shall have
resigned; or (iii) he is removed by the Trust’s shareholders in accordance with
the Trust’s Bylaws. Each officer holds office for one year and until his
successor shall have been elected and qualified. Each Trustee oversees nine funds
of the Trust, which is the sole open-end investment company in the American
Independence Fund’s complex. The following table also discloses whether a
Trustee serves as a director of any company that is required to report to the
SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or
other investment companies registered under the 1940 Act.
Trustees:
Position(s) Held with Company
|
Term of Office
(1)
|
Length of Time Served
|
Principal Occupation(s) During Past Five Years
|
Number of Funds in Complex Overseen by Trustee
|
Other Directorships Held by Trustee
|
Independent Trustees:
|
|
|
|
|
|
Terry Carter*
(2)
Age: 64
|
Trustee
|
Indefinite
|
Retired. Formerly Chief
Financial Officer of
QuikTrip Corporation.
|
9
|
QuikTrip Corp.
|
|
Joseph Hankin*
Age: 72
|
Chairman of the Board and
Trustee
|
Indefinite
|
President, Westchester
Community College since 1971.
|
9
|
AIFT II
(4)
|
|
Jeffrey Haas*
Age: 51
|
Trustee
|
Indefinite
|
Professor of Law, New York
Law School 1996-Present.
|
9
|
AIFT II
(4)
|
|
Thomas Kice*
(2)
Age: 63
|
Trustee
|
Indefinite
|
President of Kice
Industries, Inc.
|
9
|
None
|
|
George Mileusnic*
(2)
Age: 58
|
Trustee
|
Indefinite
|
Retired. Formerly Chief
Financial Officer of Caribou Coffee, Inc. (2001-2008).
|
9
|
AIFT II
(4)
|
|
Peter Ochs*
(3)
Age: 61
|
Trustee
|
Indefinite
|
President of Capital III,
Inc. Formerly Manager of Ochs & Associates, Inc.
|
9
|
None
|
|
Interested Trustee:
|
|
|
|
|
|
|
|
John J. Pileggi
(2)
Age: 53
|
Trustee
|
Indefinite
|
Managing Partner of
American Independence Financial Services, LLC since 2004.
|
9
|
AIFT II
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers:
Name, Age and
Position(s) Held*
|
Length of Time Served
as Fund Officer
|
Principal Occupation
During Past 5 Years
|
Eric Rubin
Age: 46
President
|
9/2004-Present
|
President, American
Independence Financial Services, LLC (February 2005 to Present).
|
Paul Brook
Age: 59
Chief Compliance Officer
|
9/2010-Present
|
Partner, Compliance Solutions
Associates (2010 to Present); Financial Consultant at LPL Financial
(2007-2009); Financial Consultant at Legg Mason (2002-2007).
|
Theresa
Donovan
Age: 63
Secretary
|
7/2005-Present
|
Chief Compliance Officer at
American Independence Financial Services, LLC (May 2005 to Present).
|
John J. Pileggi
Age: 53
Assistant Treasurer
|
10/2008-Present
|
Managing Partner of
American Independence Financial Services, LLC since 2004.
|
Susan Silva
Age: 46
Treasurer and
Assistant Secretary
|
09/2010-Present
|
Chief Administrative
Officer of American Independence Financial Services, LLC since 12/2012; Consultant,
BackOffice Alliance LLC (“BOA”); Partner for BOA, July 2009 through December
2012; Previously independent consultant to American Independence Financial
Services, LLC (November 2008 to 2012); Vice President of Vastardis Fund
Services LLC (2006 – 2008).
|
* Each Trustee and Officer may be contacted by
writing to the Trustee or Officer, c/o American Independence Financial
Services, LLC, 230 Park Avenue, Suite 534, New York, New York 10169.
(1) Each Trustee has served from the inception of
the Fund.
(2) Messrs. Carter, Kice, Mileusnic, and Pileggi
served as Trustees to the Predecessor Funds (certain funds in the complex were
reorganized in 2006, which are termed the “Predecessor Funds”), also called the
American Independence Funds advised by Intrust Financial Services, Inc., since
November, 1996.
(3) Mr. Ochs served as a Trustee to the Predecessor
Funds advised by Intrust Financial Services, Inc., since August 2000.
(4) Each Trustee is also a Trustee of American Independence
Funds Trust II (“AIFT II”), an affiliated regulated investment company, which
as of the date of this SAI has five mutual funds. AIFT II has not yet commenced
operations.
Additional Information About the Trustees.
In addition to
the information set forth above, the following specific experience,
qualifications, attributes and skills apply to each Trustee. Each Trustee was
appointed to serve on the Board based on his overall experience and the Board
did not identify any specific qualification as all-important or controlling.
The information in this section should not be understood to mean that any of
the Trustees is an “expert” within the meaning of the federal securities laws.
Terry Carter
.
Mr. Carter has been an Independent Trustee
of the Trust since March 2006. Mr. Carter served as an Independent Trustee to
the Predecessor Funds since their inception in November 1996. Mr. Carter also
served as an Independent Trustee for the Bank IV Funds. Mr. Carter, presently
retired, previously served 26 years as a Senior Vice President and Chief
Financial Officer for an $8 billion privately-held food and gasoline retailer
where he continues to serve as a member of the Board of Directors. Mr.
Carter also currently serves as a Trustee for the University of Oklahoma
Foundation where he chairs the Audit Committee and is a member of the
Investment Committee and Executive Committee. Mr. Carter is a Trustee for
the Oklahoma Methodist Conference Foundation where he is a member of the Investment
Committee. Mr. Carter is a business/finance graduate of the University of
Oklahoma. He was selected as a Trustee based on his business experience
and extensive service as an independent mutual fund director.
Professor Jeffrey J. Haas
. Professor Haas
has been an Independent Trustee of the Trust since July 2005. He previously
served as an Independent Trustee of the HSBC Funds from 1999 to 2002. He
has been a Director of Wegener Corporation, a media distribution company, since
2002. Since May 2000 he has been a Professor of
Law at The New York Law School. From July 1996 to April 2000 he was an
Associate Professor of Law at The New York Law School. The courses that
Professor Haas has taught include securities regulation, mergers and
acquisition, mutual fund regulation, corporate finance and corporations.
From 1988 to 1993 he was a Corporate Attorney at Cravath, Swaine & Moore.
He has authored and co-authored numerous books and publications in such areas
as Investment Advisor Regulation, 1933 Act Rules 144 and 145, fiduciary duties
of Directors and Public Offerings. He has been quoted in over 75
different publications worldwide, including the New York Times and Wall Street
Journal and has appeared on CBS Evening News, CNBC Nightly Business Report, CNN
and National Public Radio. Professor Haas received his B.S. in Finance
and Classical Civilizations from Florida State University in 1984 and his JD
from the University of Pennsylvania in 1988. He was selected as a Trustee based
on his business experience, knowledge of the securities law and previous
service as an independent mutual fund director.
Dr. Joseph N. Hankin
. Dr. Hankin has been an
Independent Trustee of the Trust since July 2005. In June of 2011, he was
appointed Chairman of the Board of Trustees. He has over twenty years of prior
service as an independent director on various mutual fund boards, including
Pacifica Funds, First Choice Funds, Stagecoach Funds and the ING Funds.
Dr. Hankin has served as President of Westchester Community College since 1971.
Dr. Hankin taught at the collegiate level at the City University of New York
from 1962 to 1965, and as an occasional lecturer, and then an Adjunct Associate
and Full Professor at Teachers College, Columbia University from 1965 to the
present. Dr. Hankin began in full-time administration commencing in 1965.
Following a one and one-half year period as Director and then Dean of
Continuing Education and the Summer sessions at Harford Junior College in Bel
Air, Maryland, the Board of Trustees requested that, at age 26, Dr. Hankin
assume the position of President. He served in that capacity for four and
one-half years. Among the related professional activities in which Dr. Hankin
has engaged are: speaker and panelist for numerous forums, member, chairman, or
consultant for accreditation teams in Delaware, New York, New Jersey,
Maryland, Pennsylvania, and Puerto Rico, and consultant to a number of
educational institutions in Maryland, New Jersey, District of Columbia, Pennsylvania,
Massachusetts, Connecticut, and New York. He has participated actively in
several civic and professional organizations, including the Board of Directors
of the American Association of Community and Junior Colleges (Vice Chairman),
the Junior College Council of the Middle Atlantic States (Treasurer,
Vice-President, and President), Eastern Educational Consortium (President),
Young Presidents' Organization, and others. He is certified as a Large
Complex Case Program arbitrator by the American Arbitration Association. His
six dozen publications have included consultant's reports, numerous college
documents printed and circulated to the public, contributions to a
bibliographical work on community colleges, monographs and chapters on collective
bargaining, continuing education, and the importance of the first year in
college, and articles in the Junior College Journal, other magazines, and
several local newspapers on a variety of educational topics.
At the City College of New York, Dr. Hankin earned a
Bachelor of Arts degree in Social Sciences, and at Columbia University's
Graduate Faculties and Teachers College, where, respectively, he earned Master
of Arts and Doctor of Education degrees in History and in the Administration
of Higher Education. He also holds honorary doctorates,
Honoris Causa
,
from Mercy College, the College of New Rochelle, Manhattan College, and Lehman
College. He was selected as a Trustee based on his business experience
and extensive previous service as an independent mutual fund director.
Thomas Kice
.
Mr. Kice has been an Independent
Trustee of the Trust since March 2006. Mr. Kice served as an Independent
Trustee to the Predecessor Funds since their inception in November
1996. He is currently CEO of Kice Industries, Inc., an
industrial engineering company. Mr. Kice previously worked at Kice
Industries from 1972 until present in all aspects of business including
management, sales, and served as President and CEO from 1987 until 2009.
He is currently serving on the Kice Industries board of directors. Mr. Kice
graduated from Wichita State University in 1972 with a B.S. in Business
Administration.
He currently serves on the board of directors for
McShares Inc., a research products company, in Salina, Kansas. He
was selected as a Trustee based on his business experience and previous service
as an independent mutual fund director.
George Mileusnic
. Mr. Mileusnic has been an
Independent Trustee of the Trust since March 2006. Mr. Mileusnic served as an
Independent Trustee to the Predecessor Funds since their inception in November
1996. Mr. Mileusnic, currently retired, previously served as Chief
Financial Officer for Caribou Coffee from 2001-2008. From 1989 to 1996 he
was Chief Financial Officer and from 1996 to 1998 he served as Executive Vice
President of The Coleman Company. From 1978 to 1989 he served as
Financial Analyst, Director, Acquisitions, Controller, Grain
Merchandising Division and Senior Vice President for Pillsbury/Burger
King (Burger King was a subsidiary of Pillsbury). Mr. Mileusnic graduated from
Carleton College with a BA in Economics in 1976 and an M.B.A. in Accounting
from the University of Chicago in 1978. He is currently on the Board of
Directors of Cool Clean, Inc. and Top Hat Inc. Mr. Mileusnic was selected as a
Trustee based on his experience in finance and accounting, with over 30 years
of senior financial management, and his service as a Board Member for numerous
other companies.
Peter L. Ochs
.
Mr. Ochs has been an Independent Trustee
of the Trust since March 2006. Mr. Ochs served as an Independent Trustee to the
Predecessor Funds since September 2001. Mr. Ochs has served as President of
Capital III, Inc. from June 1982 to present. Mr. Ochs was previously
employed by the United American Bank in Wichita, Kansas from June 1974 to June
1982. Mr. Ochs received a BA in Business Administration/Finance from the
University of Kansas in 1974. Mr. Ochs is a Director of UTG, Inc. a
public insurance company. Mr. Ochs was selected as a Trustee because of
his extensive experience in finance and accounting, with over 30 years of
senior financial management.
John J. Pileggi (Interested Trustee)
. Mr. Pileggi
has been an Interested Trustee of the Trust since July 2005. Mr. Pileggi
served as an Independent Trustee and Chairman to the Predecessor Funds since
their inception in November 1996. Mr. Pileggi is Managing Partner of American
Independence. Previously Mr. Pileggi was President and CEO of Mercantile
Investment & Wealth Management and President of Mercantile Capital Advisors
and Mercantile Securities until March 2004. In 2001, Mr. Pileggi was
President and CEO of PlusFunds. From 1997 to 2000, he was Chairman and
CEO of ING Funds and CEO of ING Investment Products Distribution, overseeing
the launch of a mutual fund operation in January 1999 that grew to $1.5 billion
in assets and 18 funds in its first year. From 1994 to 1998, he was Senior
Managing Director and Member of the Board of Furman Selz LLC. Mr. Pileggi began
his career at Lehman Brothers Kuhn Loeb. Mr. Pileggi attended Brooklyn College
of the City University of New York from 1976 to1980. Mr. Pileggi has previously
served as an Interested Trustee of the Pacifica Funds, FFB Funds, First Choice
Funds, Marine Funds, Bank IV Funds, Fund Source, Fund Trust, Performance Funds
and Evergreen Funds. He was selected as a Trustee based on his business
experience and extensive previous service as a mutual fund director.
Board Committees and Meetings.
The Board had four regularly scheduled meetings in 2012
and intends to hold four regularly scheduled meetings in 2013.
Audit Committee
.
The Trust has an Audit Committee,
consisting of all Trustees who are not “interested persons” (as defined in the
1940 Act) of the Trust. The Audit Committee, whose members are Messrs. Carter,
Hankin, Haas, Kice, Ochs and Mileusnic, makes recommendations to the Trustees
as to the engagement or discharge of the Trust’s independent auditors,
supervises investigations into matters relating to audit functions, reviews
with the Trust’s independent auditors the results of the audit engagement, and
considers the audit fees. In the last fiscal year ended October 31, 2012, the
Audit Committee met twice.
Nominating Committee
.
The Trust has a Nominating
Committee, consisting of each Trustee who is not an “interested person” of the
Trust. There are no regular meetings of the Nominating Committee but rather
meetings are held as appropriate. The Nominating Committee evaluates the
qualifications of Trustee candidates and nominates candidates to the full
Board. The Nominating Committee will consider nominees for the position of
Trustee recommended by shareholders. The Nominating Committee also considers
candidates from among the Trustees to serve as Chairperson of the Board and
annually reviews the compensation of the Trust’s independent trustees. In 2012,
the Nominating Committee held no meetings.
Shareholder Nominations
.
The
Board will consider shareholder nominees for Trustees. All nominees must
possess the appropriate characteristics, skills and experience for serving on
the Board. In particular the Board and its Independent Trustees will
consider each nominee’s integrity, educational, professional background,
understanding of the Trust’s business on a technical level and commitment to
devote the time and attention necessary to fulfill a Trustee’s duties.
All shareholders who wish to recommend nominees for consideration as Trustees
shall submit the names and qualifications of the candidates to the Secretary of
the Trust by writing to: American Independence Funds Trust, 230 Park Avenue,
Suite 534, New York, NY 10196.
Risk Oversight.
As registered investment companies, the
Fund is subject to a variety of risks, including, among others, investment
risks, financial risks, compliance risks and operational risks. The Fund’s
investment adviser and administrator, American Independence Financial Services,
LLC (“American Independence”) and UMB Fund Services as Sub-Administrator, have
primary responsibility for the Fund’s risk management on a day-to-day basis as
part of their overall responsibilities. The Fund’s sub-adviser is primarily
responsible for managing investment risk as part of its day-to-day investment
management responsibilities, as well as operational risks at their respective
firms. The Fund’s investment adviser and Chief Compliance Officer also assist
the Board in overseeing the significant investment policies of the Fund and
monitor the various compliance policies and procedures approved by the Board as
a part of its oversight responsibilities.
In discharging its oversight responsibilities, the
Board considers risk management issues throughout the year by reviewing regular
reports prepared by the Fund’s investment adviser and Chief Compliance Officer,
as well as special written reports or presentations provided on a variety of
risk issues, as needed. For example, the investment adviser reports to the
Board quarterly on the investment performance of the Fund, the financial
performance of the Fund, overall market and economic conditions, and legal and
regulatory developments that may impact the Fund. The Fund’s Chief Compliance
Officer, who reports directly to the Board’s Independent Trustees, provides
presentations to the Board at its quarterly meetings and an annual report to
the Board concerning (i) compliance matters relating to the Fund, the Fund’s
investment adviser and sub-advisers, and the Fund’s other key service
providers; (ii) regulatory developments; (iii) business continuity programs;
and (iv) various risks identified as part of the Fund’s compliance program
assessments. The Fund’s Chief Compliance Officer also meets at least quarterly
in executive session with the Independent Trustees, and communicates
significant compliance-related issues and regulatory developments to the Audit
Committee between Board meetings.
In addressing issues regarding the Fund’s risk
management between meetings, appropriate representatives of the investment
adviser communicate with the Chairman of the Trust, the Chairman of the Audit
Committee or the Fund’s Chief Compliance Officer. As appropriate, the Trustees
confer among themselves, or with the Fund’s Chief Compliance Officer, the
investment adviser, other service providers and independent legal counsel, to
identify and review risk management issues that may be placed on the full
Board’s agenda.
The Board also relies on its committees to administer
the Board’s oversight function. The Audit Committee assists the Board in
reviewing with the investment adviser and the Fund’s independent auditors, at
various times throughout the year, matters relating to the annual audits,
financial accounting and reporting matters, and the internal control
environment at the service providers that provide financial accounting and
reporting for the Fund. The Audit Committee also meets annually with
representatives of the Adviser’s President to review the results of internal
audits of relevance to the Fund. The Valuation Committee reviews and makes
recommendations concerning the fair valuation of portfolio securities and the
Fund’s pricing procedures in general. These and the Board’s other committees
present reports to the Board that may prompt further discussion of issues
concerning the oversight of the Fund’s risk management. The Board may also
discuss particular risks that are not addressed in the committee process.
Share Ownership in the Fund and the Fund Complex.
The following table sets forth, as of December 31,
2012, any ownership by a Trustee or their immediate family members in the Fund
and Fund Complex.
Name of Trustee
|
Dollar Range of Equity Securities in the Fund
|
Aggregate Dollar Range of Equity Securities in All
of the Fund Family
|
Joseph
N. Hankin
|
None
|
$10,000-$50,000
|
Jeffrey Haas
|
None
|
Over $100,000
|
Terry L. Carter
|
None
|
None
|
Thomas F. Kice
|
None
|
Over $100,000
|
Peter Ochs
|
None
|
None
|
George Mileusnic
|
None
|
None
|
John Pileggi
|
None
|
Over $100,000
|
No Trustee who is independent held securities in the
investment advisor or principal underwriter of the Trust, or a person directly
or indirectly controlling, controlled by, or under common control with an
investment advisor or principal underwriter of the Trust.
Board Compensation.
Effective September 1, 2012, Trustees
who are not officers, directors or employees of American Independence or the
Distributor will receive from the Trust, an annual fee of $6,000 and a fee of
$1,500 for each Board meeting attended, $1,000 for each telephonic or Committee
meeting attended, and reimbursement for expenses incurred as a Trustee. The
Chairman of the Board will receive an additional fee of $1,000 for each Board
meeting attended. The Chairman of the Audit Committee will receive an
additional fee of $1,000 for each Audit Committee attended. Prior to
September 1, 2012, Trustees received an annual retainer of $4,000 and $1,000
for each Board meeting attended. Below is the compensation received as of the
most recently completed fiscal year, October 31, 2012.
Name
of Person, Position
|
Aggregate Compensation from Fund
|
Pension or Retirement Benefits Accrued As Part of
Funds Expenses
|
Estimated Annual Benefit Upon Retirement
|
Total Compensation From Fund and Fund Complex Paid
to Trustees
|
|
Interested Trustees:
|
|
John J. Pileggi
|
$0
|
N/A
|
N/A
|
$ 0
|
|
Non-Interested
Trustees:
|
George Mileusnic
|
$0
|
N/A
|
N/A
|
$9,562
|
|
Terry Carter
|
$0
|
N/A
|
N/A
|
$11,300
|
|
Thomas Kice
|
$0
|
N/A
|
N/A
|
$10,434
|
|
Peter Ochs
|
$0
|
N/A
|
N/A
|
$9,562
|
|
Jeffrey Haas
|
$0
|
N/A
|
N/A
|
$9,562
|
|
Joseph Hankin
|
$0
|
N/A
|
N/A
|
$12,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Codes of Ethics
The
Trust and the Adviser have adopted a Code of Ethics under Rule 17j-1 under the
1940 Act that permits investment personnel subject to the particular Code to
invest in securities, including securities that may be purchased or held by the
Fund, for their own accounts. These Codes of Ethics are filed as exhibits to
the Trust’s registration statement on Form N-1A and are on public file with,
and are available from, the SEC’s Public Reference Room in Washington, D.C.
Proxy Voting Policy and Procedures
The
Trust has contractually delegated, subject to Board oversight, the
responsibility for voting proxies relating to portfolio securities held by an
American Independence Fund to the Adviser. The Trust has delegated proxy voting
to the Adviser with the direction that proxies should be voted in a manner
consistent with the best interests of the Fund and its shareholders. The
Adviser has adopted its own proxy voting policies and procedures for this
purpose. These policies and procedures include specific provisions to resolve
conflicts of interest that may arise between the interests of the Fund and the
Adviser or and its affiliates. Copies of the proxy voting policies and procedures
are attached to this SAI as Appendix B.
Starting
on August 31, 2004, information (if any) regarding how the Fund voted proxies
relating to portfolio securities during the most recent 12-month period ended
June 30 is available without charge by calling the Fund at 1-(866)-410-2006 and
(ii) on the SEC’s website at http://www.sec.gov.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
American
Independence Financial Services, LLC
serves
as investment adviser to the American Independence Funds pursuant to an
Advisory Agreement March 2, 2006, between the Trust and American Independence. American
Independence is a Delaware limited liability company and is registered as an
investment adviser under the Investment Advisers Act of 1940 (the “Advisers
Act”). American Independence is based at 230 Park Avenue, Suite 534, New York,
NY 10169 and as of June 30, 2013,
American
Independence managed approximately $1 billion in assets in both mutual funds
and separately managed accounts.
Pursuant
to obligations under the Advisory Agreement, American Independence also
provides certain administrative services necessary for the Fund’s operations
including; (i) coordination of the services performed by the Fund’s transfer
agent, custodian, independent accountants and legal counsel; (ii) regulatory
compliance, including the compilation of information for documents such as
reports to, and filings with, the SEC and state securities commissions; (iii)
preparation of proxy statements and shareholder reports for the Fund; (iv)
general supervision relative to the compilation of data required for the
preparation of periodic reports distributed to the Fund’s Officers and Board of
Trustees; and (v) furnishing office space and certain facilities required for
conducting the business of the Fund.
Under the Advisory Agreement, American Independence
has oversight responsibility for the day -to-day management of the Fund. American
Independence is responsible for providing final allocation and trading
decisions following receipt of JAF’s investment recommendations. For more about
the portfolio managers, please see the section below entitled “PORTFOLIO
MANAGER INFORMATION.”
Advisory
Agreement and Fees
. The following
table shows the advisory fees that American Independence, in its capacity as
investment adviser, is entitled to receive from the Fund, calculated daily and
paid monthly at the following annual rates, as a percentage of the Fund’s
average daily net assets.
Fund
|
Advisory Fee
|
|
|
Risk-Managed Allocation
Fund
|
0.75%
|
The following table shows the
sub-advisory fees that American Independence pays to the Sub-Adviser from the
Advisory Fees received. The Sub-Adviser also shares half of the Fund’s expenses
waived and reimbursed by the Adviser.
Fund
|
Sub-Advisory Fee
|
Risk-Managed
Allocation Fund
|
0.375%
|
American Independence has overall supervisory
responsibilities for the general management and investment of the Fund’s
securities portfolio, which are subject to review and approval by the Board of
Trustees. Such responsibilities include (a) setting the Fund’s investment
objective; (b) evaluating, selecting and recommending a Sub-Adviser to manage
the assets if it finds it appropriate; (c) monitoring and evaluating the
performance of the Sub-Adviser, including their compliance with the investment
objectives, policies and restrictions of the Fund; and (d) implementing
procedures to ensure that the Sub-Adviser complies with the Fund’s investment
objectives, policies and restrictions.
Under
the Advisory Agreement, the Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of such Agreement, and the Trust has agreed to indemnify
the Adviser against any claims or other liabilities arising out of any such
error of judgment or mistake or loss. The Adviser shall remain liable, however,
for any loss resulting from willful misfeasance, bad faith, or negligence on
the part of the Adviser in the performance of its duties or from its reckless
disregard of its obligations and duties under the Advisory Agreement.
Unless
sooner terminated, the Advisory Agreement will continue in effect through June
25, 2014. The Advisory Agreement will continue from year to year after its
anticipated termination date if such continuance is approved at least annually
by the Board or by the affirmative vote of a majority of the outstanding shares
of the affected Fund or Funds, provided that in either event such Agreement’s
continuance also is approved by a majority of the
Trustees who are not parties to such Agreement, or “interested persons” (as
defined in the 1940 Act) of any such party, by votes cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement may be terminated by the Trust or the Adviser on 30 days’ written
notice, and will terminate immediately in the event of its assignment.
Board
Approval of the Advisory Agreements for the Fund.
American Independence’s compensation under the
Advisory Agreement may be reduced in any year if the Fund’s expenses exceed the
limits on investment company expenses imposed by any statute or regulatory
authority of any jurisdiction in which shares of the fund are qualified for
offer or sale. The term “expenses” is defined in the statutes or regulations of
such jurisdictions, and generally excludes brokerage commissions, taxes,
interest, extraordinary expenses and, if the Fund has a distribution plan,
payments made under such plan.
Under
the Advisory Agreement, American Independence may reduce its compensation to
the extent that the Fund’s expenses exceed such lower expense limitation as
American Independence may, by notice to the Fund, declare to be effective. For
the purpose of determining any such limitation on American Independence’s
compensation, expenses of the Fund shall not reflect the application of
commissions or cash management credits that may reduce designated fund
expenses. The terms of any expense limitation from time to time in effect are
described in the Prospectus. In addition, American Independence has agreed to
waive fees and reimburse expenses of the Fund to the extent necessary to ensure
that the Fund pays total fund operating expenses at the following rates through
March 1, 2015:
Class
A
|
Class
C
|
Institutional
Class
|
1.28%
|
1.90%
|
0.90%
|
In
considering the Advisory Agreement, the Trustees considered numerous factors
they believe to be relevant, including a comparison of the fees and expenses of
other similarly managed funds, the advisor’s research and decision-making
processes, the methods adopted to assure compliance with the Fund’s investment
objectives, policies and restrictions; the level of research required to select
the securities appropriate for investment by the Fund; the education,
experience and number of advisory personnel; the level of skill and effort
required to manage the Fund; the value of services provided by the advisor; the
economies and diseconomies of scale reflected in the management fee; the
advisor’s potential profitability; the financial condition and stability of the
advisor; the advisor’s trade allocation methods; the standards and performance
in seeking best execution; allocation for brokerage and research and use of
soft dollars.
Sub-Adviser
American Independence has engaged J.A. Forlines, LLC (“JAF”)
to assist in the daily management of the Fund’s portfolio. Pursuant to a sub
advisory agreement, JAF serves as the investment sub-adviser to the Fund and is
responsible for the day-to-day management of the Fund’s portfolio. JAF, located
at 63 Forest Avenue, Suite #1, Locust Valley, New York, 11560, is an investment
management firm registered with the SEC under the Advisers Act. JAF is
responsible to review, supervise, and administer the investment program of the
Fund in accordance with the investment objectives, policies, and limitations of
the Fund, subject to the general supervision and control of the Advisor and the
Board and the officers of the Trust.
On a day-to-day basis John A. Forlines III and Eric M.
Rubin are primarily responsible for the management of the Fund. For more
information about the portfolio managers, please see the section below entitled
“PORTFOLIO MANAGER INFORMATION.”
The Sub-Adviser has entered into a Sub-Advisory
Contract, with the Adviser. The Sub-Advisory Contract will continue in effect
for a period beyond two years from the date of their execution only as long as
such continuance is approved annually (i) by the holders of a majority of the
outstanding voting securities of the Fund or by the Board of Trustees and (ii)
by a majority of the Trustees who are not parties to such Contract or “interested
persons” (as defined in the 1940 Act) of any such party. The Contracts may be
terminated without penalty by vote of the Trustees or the shareholders of the
Fund, or by the Adviser, or the Sub-Adviser, on 60 days’ written notice by
either party to the Contract and will terminate automatically if assigned.
Administration Services
American
Independence also provides certain administrative services necessary for the
Fund’s operations. The fees for the services provided under such agreement are
calculated based on the Fund’s average daily net assets at an annual rate of
0.125%.
Sub-Administration Services.
American
Independence has entered into an agreement with UMB Fund Services (“UMB”),
whereby UMB provides sub-administration services for a fee accrued daily and
paid monthly, on aggregate net assets of the Fund.
Custodian, Transfer Agent and Dividend Disbursing
Agent
INTRUST
Bank NA acts as custodian to the Fund. Boston Financial Data Systems (“BFDS”)
acts as transfer agent and dividend disbursing agent for the Fund. The Fund
compensates BFDS for providing personnel and facilities to perform transfer
agency related services for the Fund.
Expenses
Except
as noted below, American Independence bears all expenses in connection with the
performance of its advisory and administrative services. The Fund bears its own
expenses incurred in its operations, including: organizational costs; taxes;
interest; fees (including fees paid to its Trustees and officers); SEC fees;
state securities qualification fees; costs of preparing and printing
prospectuses for regulatory purposes and for distribution to existing
shareholders; advisory fees; administration fees and expenses; charges of the
custodians, transfer agent and fund accountant; certain insurance premiums;
outside auditing and legal expenses; fees of independent pricing services;
costs of shareholders’ reports and shareholder meetings; and any extraordinary
expenses. The Fund also pays for brokerage fees and commissions, if any, in
connection with the purchase of its portfolio securities.
Fee
Waivers.
The Adviser has agreed in
writing to limit the expenses of the Fund to the amount indicated in the
Prospectus until March 1, 2015. These limits do not include any taxes,
brokerage commissions, interest on borrowings, extraordinary expenses, acquired
fund fees or short sale dividend and interest expenses.
Independent Registered Public Accounting Firm and
Counsel
Grant
Thornton, LLP, 175 West Jackson Blvd., Chicago, Illinois 60604, has been
selected as the Independent Registered Public Accounting Firm for the Trust.
Dechert LLP, 1095 Avenue of the Americas, New York, New York, serves as counsel
to the Trust.
PORTFOLIO MANAGER INFORMATION
Portfolio Manager.
On a day-to-day basis, the following individuals are
primarily responsible for the management of the Fund:
John
A. Forlines, III
is the portfolio
manager for the Fund and is primarily responsible for the day-to-day management
of the Fund’s portfolio. Mr. Forlines is Chairman and Chief Investment Officer
at JAF since its inception in May 2009. Mr. Forlines also currently serves as
Senior Advisor to Core Asset Management Company since 2009 and previously
served as the Co-Chair and President of the Investment Committee of Core Asset
Management Company from 2004 to 2008. Prior to joining Core Asset Management
Company, Mr. Forlines was a founder of a Family Office which is active
primarily in charitable support for education in the United States. Mr.
Forlines also enjoyed a long career with J.P. Morgan from 1986-2000, serving
various roles with the firm, including Vice President of Structured Products,
Co-Head of the U.S. Private Equity Group, Managing Director in the Securities
Business Development Group and Managing Director and Co-Head of U.S. Tech,
Media & Telecom Investment Banking. Mr. Forlines is a member of the
State of New York Bar Association; before his career at JP Morgan he practiced
law specializing in structured debt and equity products. Additionally, he
is an Adjunct Professor in the Department of Economics at Duke University. Mr.
Forlines graduated from Duke University with Honors in English and Economics
and also earned his J.D from the Duke University School of Law.
Eric
M. Rubin,
President of the Funds. Mr.
Rubin is a founding partner of American Independence and President of American
Independence since February, 2005. In addition, he is a co-portfolio manager of
the American Independence Stock Fund and serves as President of American
Independence Funds Trust. Prior to American Independence, Mr. Rubin was Vice
President of ING Financial Partners from June 2004 to January 2005, Senior Vice
President of Mercantile Capital Advisers from April 2003 to April 2004, Senior
Vice President of DST International from January 2002 to April 2003 and
President of EMR Financial Services from June 2000 to February 2001.
Beneficial Ownership by Portfolio Manager.
Since the Fund had not yet commenced operations as of
the date of this SAI
,
the portfolio manager responsible for the day to
day management of the Fund did not own shares of the Fund. As of August 31,
2013, the portfolio manager did not own shares any fund in the Trust.
Account Management Disclosures
. Including the Fund, the portfolio manager is
responsible for the day-to-day management of certain other accounts, as of June
30, 2013, as follows:
|
Registered Investment Companies
|
|
Other Pooled Investment Vehicles
|
|
Other Accounts
|
Portfolio
Manager
|
No. of Accts.
|
Total Assets
|
|
No. of Accts.
|
Total Assets
|
|
No. of Accts.
|
Total Assets
|
|
John A. Forlines, III
|
1
|
$0
|
|
1
|
$
708,964
|
|
1,218
|
$
415,133,006
|
|
Eric M. Rubin
|
2
|
$167,118,030
|
|
0
|
$0
|
|
0
|
$0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manager Compensation
. In addition to base salary, the portfolio managers share in a bonus
pool that is distributed semi-annually. The amount of bonus compensation is
based on quantitative and qualitative factors. Compensation is not tied to a
published or private benchmark.
The Portfolio
Manager also receives employee benefits, including, but not limited to, health
care and other insurance benefits as well as participation in the a 401(k)
program.
The
structure of the portfolio manager’s compensation may be modified from time to
time to reflect, among other things, changes in responsibilities or the
competitive environment.
Conflicts
of Interest.
Actual or potential conflicts of interest may arise
when a portfolio manager has management responsibilities to more than one
account (including the Fund). American Independence manages potential conflicts
between funds or with other types of accounts through allocation policies and
procedures, internal review processes and oversight by directors and
independent third parties to ensure that no client, regardless of type or fee
structure, is intentionally favored at the expense of another. Allocation
policies are designed to address potential conflicts in situations where two or
more funds or accounts participate in investment decisions involving the same
securities.
The
Portfolio Manager makes investment decisions for the portfolio based on the
investment objectives, policies, practices and other relevant investment
considerations that the manager believes are applicable to that portfolio.
Consequently, the portfolio manager may purchase or (sell) securities for one
portfolio and not another portfolio. American Independence has adopted policies
and procedures which it believes are reasonably designed to address any
potential conflicts
SHARES OF BENEFICIAL INTEREST
The
American Independence Funds Trust was organized as a Delaware business trust on
October 7, 2004, and currently consists of nine series, one of which is offered
in this SAI. The Board of Trustees may establish additional series in the
future. The capitalization of the Trust consists solely of an unlimited number
of shares of beneficial interest with a par value of $0.001 each. When issued,
shares of the Fund are fully paid and non-assessable.
The
Fund offers three classes of shares, Class A, Class C and Institutional Class.
Purchases may be made through an authorized broker or financial institution,
including the Fund, by mail or by wire. Call 1-866-410-2006, or contact your
sales representative, broker-dealer or bank to obtain more information about
the Fund’s shares.
The Trust's shares do not have cumulative voting rights, so that the holders of more than 50% of the outstanding shares may elect the entire Board of Trustees, in which case the holders of the remaining shares would not be able to elect any Trustees.
Since the Fund has not yet commenced operations, no person owned as of the date of this SAI owned outstanding shares of the Fund or classes.
BROKERAGE ALLOCATION
Subject
to the general supervision and approval of the Board of Trustees, the
Sub-Adviser is responsible for, making decisions with respect to, and placing
orders for all purchases and sales of portfolio securities for the Fund.
Investment
decisions for the Fund are made independently from those for other accounts
advised or managed by the Sub-Adviser. Such other accounts may also invest in
the same securities as the Fund. When a purchase or sale of the same security
is made at substantially the same time on behalf of the Fund and such other
accounts, the transaction will be averaged as to price, and available
investments allocated as to amount, in a manner which the Sub-Adviser believes
to be equitable to the Fund and such other accounts. In some instances, this
investment procedure may adversely affect the price paid or received by the
Fund or the size of the position obtainable or sold for the Fund. To the extent
permitted by law, the
Sub-Adviser may aggregate the
securities to be sold or purchased for the Fund with those to be sold or
purchased for such other accounts in order to obtain the best execution.
Transactions
by the Fund on U.S. stock exchanges involve the payment of negotiated brokerage
commissions. On exchanges on which commissions are negotiated, the cost of
transactions may vary among different brokers. Transactions by the Fund on
foreign stock exchanges involve payment of brokerage commissions that are
generally fixed.
Transactions
by the Fund in the over-the-counter markets are generally principal
transactions with dealers, and the costs of such transactions involve dealer
spreads rather than brokerage commissions. With respect to over-the-counter
transactions, the Sub-Adviser, where possible, will deal directly with dealers
who make a market in the securities involved, except in those circumstances in
which better prices and execution are available elsewhere.
In
making portfolio investments for the Fund, the Sub-Adviser seeks to obtain the
best net price and the most favorable execution of orders. The Sub-Adviser may,
in its discretion, effect transactions in portfolio securities with
broker-dealers who provide research advice or other services to the Fund or the
Sub-Adviser. The Sub-Adviser is authorized to pay a broker-dealer who provides
such brokerage and research services a commission for executing a portfolio
transaction for the Fund that exceeds the amount of commission another
broker-dealer would have charged for effecting that transaction if the Sub-Adviser
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the Sub-Adviser’s
overall responsibilities to the Fund. Such brokerage and research services
might consist of reports and statistics relating to specific companies or
industries, general summaries of groups of stocks or bonds and their
comparative earnings and yields, or broad overviews of the stock, bond and
government securities markets and the economy.
Supplementary
research information so received (if any) is in addition to, and not in lieu
of, services required to be performed by the Adviser or Sub-Adviser and does
not reduce the advisory fees payable by the Fund. The Board will periodically
review the commissions paid by the Fund to consider whether the commissions
paid over representative periods of time appear to be reasonable in relation to
the benefits inuring to the Fund. It is possible that certain of the
supplementary research or other services received will primarily benefit one or
more other investment companies or portfolios of the Trust or other accounts
for which investment discretion is exercised. Conversely, the Fund may be the
primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other account, portfolio of the Trust
or investment company. The Fund will not execute portfolio transactions through,
acquire portfolio securities issued by, make savings deposits in, or enter into
repurchase agreements with the Adviser, the Distributor, or any of their “affiliated
persons” (as defined in the 1940 Act), except as the 1940 Act or the SEC
permits. Under certain circumstances, the Fund may be at a disadvantage because
of these limitations in comparison with other investment companies that have
similar investment objectives but are not subject to such limitations.
The
Fund may from time to time purchase securities issued by the Trust’s “regular
broker/dealers.”
DISTRIBUTION AND RELATED SERVICES PLANS
You
may purchase shares of the Fund through Matrix Capital Group, Inc. (the
“Distributor”) or through banks, brokers, retirement plan providers, and other investment
representatives (collectively called “Service Organizations”). Some Service
Organizations may impose additional or different conditions on their clients,
such as requiring their clients to invest more than the minimum initial or
subsequent
investments specified by the Funds or
charging a direct fee for servicing. If imposed, these fees would be in
addition to any amounts which might be paid to the Service Organization by the
Fund. Each Service Organization has agreed to transmit to its clients a schedule
of any such fees. Shareholders using Service Organizations are urged to consult
them regarding any such fees or conditions.
Your
Service Organizations may receive various forms of compensation from you, the
Fund or American Independence in connection with the sale of shares of the Fund
to you or for you remaining an investor in the Fund. The compensation that the
financial intermediary receives will vary by class of shares and among
financial intermediaries. These types of payments include:
·
Contingent deferred sales charges
or initial front-end sales charges (if applicable), which are payable from your
investment to the Distributor and all or a portion of which are payable by the
Distributor to financial intermediaries (see “A Choice of Share Classes” in the
Prospectus);
·
Ongoing asset-based payments
attributable to the share class selected, including fees payable under the
Fund's Distribution Plans adopted under Rule 12b-1 under the Investment Company
Act and Shareholder Servicing Plan, which are paid from the Fund's assets and
allocated to the class of shares to which the plan relates (see “Distribution
and Service (12b-1) Fee Plans” below for further details);
·
Shareholder servicing payments for
providing omnibus accounting, recordkeeping, networking, sub-transfer agency or
other administrative or shareholder services, which are paid from the assets of
the Fund as reimbursement to the financial intermediary for expenses they incur
on behalf of the Fund.
·
Payments by American Independence
out of its own assets. American Independence may make these payments in
addition to payments described above. Your financial intermediary may receive
payments from American Independence that fall within one or more of the
following categories, each of which is described in greater detail below:
o
Distribution-Related Payments;
o
Sub-Transfer Agency Payments; and
o
Processing-Related Payments.
These
payments may provide an additional incentive to financial intermediaries to
actively promote the Funds or cooperate with American Independence’ promotional
efforts. Your financial intermediary may be paid a fee when you buy shares and
may receive different levels of compensation depending upon which class of
shares you buy. Your financial intermediary may charge you additional fees or
commissions other than those disclosed in the Prospectus and SAI. You should
ask your financial intermediary for details about any such payments it receives
from American Independence or any other fees or expenses it charges.
Distribution
and Service (12b-1) Fee Plans
.
The Trust has adopted separate Distribution and Services Plans pursuant to Rule
12b-1 under the 1940 Act (the “Rule”) with respect to Class A Shares and Class
C Shares of the American Independence Funds (the “Plans”). Under the Plans, the
Trust (i) may pay the Distributor or another person for distribution services
provided and expenses assumed and (ii) may pay, through the Distributor,
broker-dealers or other financial institutions for services, as defined by the
Financial Industry Regulatory Authority (“FINRA”). Institutional shares are
offered without any Distribution or Services Fees.
Payments to the
Distributor will compensate it for distribution assistance and expenses assumed
and activities primarily intended to result in the sale of shares, including
compensating dealers and other sales personnel, direct advertising and
marketing expenses and expenses incurred in connection with preparing, mailing
and distributing or publishing advertisements and sales literature, for printing
and mailing Prospectuses and SAIs (except those used for regulatory purposes or
for distribution to existing shareholders), and costs associated with
implementing and operating the Plan.
Shareholder Services Plan
. Under the Shareholder Services Plan, the Fund is
authorized to pay financial institutions, including American Independence and
its affiliates, or other persons who provide certain services to the Fund, a
services fee, within the meaning of FINRA Rules under the Plan at an aggregate
fee in an amount not to exceed on an annual basis 0.25% for Class A Shares and
Class C Shares of the average daily net asset value of the respective class of
Shares of the Fund (the “Services Fees”) as compensation for providing service
activities pursuant to an agreement with each Service Organization.
Institutional shares are offered without any Services Fees.
The Fund may pay a Services
Fee to the Service Organizations at a lesser rate than the fees described
above. The Services Fees will be computed daily and payable quarterly by the
Fund.
Distribution Plan
. Under the Distribution Plan, the Fund shall pay to the Distributor an
annual rate of up to 0.25% and 0.75% of average net asset value of the Fund’s
outstanding shares of the Class A Shares and Class C Shares, respectively, to
compensate the Distributor for services provided and expenses incurred by it
in connection with the offering of the Fund’s shares, which may include,
without limitation the average daily net asset value of the Fund’s outstanding
shares that are owned of record or beneficially by a Service Organization’s
customers for whom the Service Organization is the owner of record or
shareholder of record or with whom it has a servicing relationship.
Payments for distribution expenses under the Plan are
subject to the Rule. The Rule defines distribution expenses to include the cost
of “any activity which is primarily intended to result in the sale of shares
issued by” the Trust. The Rule provides, among other things, that an investment
company may bear such expenses only pursuant to a plan adopted in accordance
with the Rule. In accordance with the Rule, the Plan provides that a report of
the amounts expended under the Plan, and the purposes for which such
expenditures were incurred, will be made to the Board for its review at least
quarterly. The Plan provides that it may not be amended to increase materially
the costs that a Class of shares may bear for distribution pursuant to the Plan
without shareholder approval, and that any other type of material amendment
must be approved by a majority of the Board, and by a majority of the Trustees
who are neither “interested persons” (as defined in the 1940 Act) of the Trust
nor have any direct or indirect financial interest in the operation of the Plan
or in any related agreements (the “12b-1 Trustees”), by vote cast in person at
a meeting called for the purpose of considering such amendments.
The Board has concluded that there is a reasonable
likelihood that the Plan will benefit the Fund and holders of each Class of
shares. The Plan is subject to annual re-approval by a majority of the 12b-1
Trustees and is terminable at any time with respect to the Fund by a vote of a
majority of the 12b-1 Trustees or by vote of the holders of a majority of the
Shares of the Fund involved. Any agreement entered into pursuant to the Plan
with a Service Organization will be terminable with respect to the Fund without
penalty, at any time, by vote of a majority of the 12b-1 Trustees, by vote of
the holders of a majority of each Class of Shares, by the Distributor or by the
Service Organization. Any such agreement will also terminate automatically in
the event of its assignment.
As long as the Plan is in effect, the nomination of
Independent Trustees must be committed to the discretion of the Independent
Trustees.
Distribution
Related Payments
. American
Independence may make payments to certain financial intermediaries as
incentives to market the funds or to cooperate with American Independence’s
promotional efforts or in recognition of their marketing, transaction
processing and/or administrative services support. American Independence
compensates financial intermediaries differently depending upon, among other
factors, the level and/or type of marketing and administrative support provided
by the financial intermediary. In the case of any one financial intermediary,
Distribution Related Payments generally will not exceed the sum of 0.25% of
that financial intermediary’s total sales of the Fund, and 0.25% of the total
assets of these funds attributable to that financial intermediary, on an annual
basis.
As noted above a number of factors are considered in
determining the amount of these Distribution Related Payments, including each
financial intermediary's Fund sales, assets, and redemption rates as well as
the willingness and ability of the financial intermediary to give American
Independence access to its investment representatives for educational and
marketing purposes. In some cases, financial intermediaries will include the
Fund on a “preferred list.” American Independence’s goals include making the
Investment Representatives who interact with current and prospective investors
and shareholders more knowledgeable about the Fund so that they can provide
suitable information and advice about the Fund, the Trust and related investor
services.
Sub-Transfer
Agency Payments
.
Payments may also be made by the Fund or American
Independence to financial intermediaries to compensate or reimburse them for
administrative or other shareholder services provided such as omnibus
accounting or sub-accounting, participation in networking arrangements, account
set-up, recordkeeping and other services. Payments may also be made for
administrative services related to the distribution of the Fund’s shares
through the financial intermediary. Firms that may receive servicing fees include
retirement plan administrators, qualified tuition program sponsors, banks and
trust companies and others. These fees may be used by the service provider to
offset or reduce fees that would otherwise be paid directly to them by certain
account holders, such as retirement plans.
American Independence compensates financial
intermediaries differently depending upon, among other factors, the level
and/or type of marketing and administrative support provided by the financial
intermediary. Service Related Payments to a financial intermediary generally
will not exceed, on an annual basis for any calendar year, 0.25% of the assets
attributable to that financial intermediary.
Processing-Related
Payments
. American
Independence may make payments to certain financial intermediaries that sell
Fund shares to help offset the financial intermediaries’ costs associated with
client account maintenance support, statement preparation and transaction
processing. The types of payments that American Independence may make under
this category include, among others, payment of networking fees or one-time
payments for ancillary services such as setting up funds on a financial
intermediary’s mutual fund trading system.
Other
Payments
. Additionally, American
Independence may provide payments to reimburse directly or indirectly the costs
incurred by these financial intermediaries and their associated investment
representatives in connection with educational seminars and “due diligence” or
training meetings (to the extent permitted by applicable laws or rules of
FINRA) and marketing efforts related to the Fund for the firms’ employees
and/or their clients and potential clients. The costs and expenses associated
with these efforts may include travel, lodging, entertainment, meals and
conferences. American Independence
makes payments for
entertainment events it deems appropriate, subject to American Independence’s
policies and applicable law. These payments may vary depending on the nature
of the event.
As
of July 31, 2013, the following financial intermediaries that are broker
dealers have been approved by the Board of Trustees to receive Distribution
Related and/or Service Related Payments:
Pershing
Fidelity Brokerage Services LLC
Fiserv Trust Company
Benefit Plan Administrators
Wells Fargo Advisors
Charles Schwab
Raymond James
LPL Financial Corporation
Southwest Securities
TD Ameritrade Trust Co.
Ameriprise Financial
CPI Qualified Plan Consultants, Inc.
Wells Fargo Institutional
Nationwide
Mercer
GWFS Equities, Inc.
MSCS Financial Services, LLC
Mid-Atlantic Capital Corp.
UBS
Expert Plans
TIAA-CREF
Ascensus, Inc.
Principal Financial Group
Advisor Group
Massachusetts Mutual Life Insurance Company
MML Distributors, LLC
Any additions or deletions to
the list of financial intermediaries identified above that have occurred since July
31, 2013 are not reflected.
CALCULATION OF NET ASSET VALUE (NAV)
The
NAV of a particular Class of the Fund is calculated separately by dividing the
total value of the assets belonging to the Fund allocable to such Class, less
the liabilities of the Fund allocable to such Class, by the number of
outstanding shares of such Class. “Assets belonging to” the Fund consist of the
consideration received upon the issuance of shares of the Fund together with
all income, earnings, profits, and proceeds derived from the investment
thereof, including any proceeds from the sale of such investments, any funds or
payments derived from any reinvestment of such proceeds, and a portion of any
general assets of the Trust not belonging to a particular investment portfolio.
Assets belonging to the Fund are reduced by the direct liabilities of the Fund
and by a share of the general liabilities of the Trust
allocated
daily in proportion to the relative net asset values of all of the Funds at the
time of allocation. In addition, liabilities directly attributable to a Class
of the Fund are charged to that Class. Subject to the provisions of the Trust’s
Trust Instrument, determinations by the Board as to the direct and allocable
liabilities and the allocable portion of any general assets, with respect to
the Fund or Class thereof are conclusive.
The
Fund’s investments are valued at market value or, in the absence of a market
value with respect to any portfolio securities, at fair value as determined by
or under the direction of the Board. A security that is primarily traded on a
domestic securities exchange (including securities traded through the NASDAQ
National Market System) is valued at the last price on that exchange or, if
there were no sales during the day, at the current quoted bid price. Securities
traded in the over-the-counter market (but not securities traded through the
NASDAQ National Market System) are valued at the bid based upon quotes
furnished by market makers for such securities. For purposes of determining
NAV, futures and options generally will be valued shortly after the close of
trading on the New York Stock Exchange.
For
the Fund, market or fair value may be determined on the basis of valuations
provided by one or more recognized pricing services approved by the Board of
Trustees, which may rely on matrix pricing systems, electronic data processing
techniques, and/or quoted bid and asked prices provided by investment dealers.
Short-term investments that mature in 60 days or less are valued at amortized
cost unless the Board of Trustees determines that this does not constitute fair
value.
ADDITIONAL INFORMATION CONCERNING TAXES
Information
set forth in the Prospectus that relates to federal taxation is only a summary
of certain key federal tax considerations generally affecting purchasers of
shares of the Fund. The following is only a summary of certain additional tax
considerations generally affecting the Fund and its shareholders that are not
described in the Prospectus. No attempt has been made to present a complete
explanation of the federal tax treatment of the Fund or the implications to
shareholders and the discussions here and in the Fund’s prospectus are not
intended as substitutes for careful tax planning. Accordingly, potential
purchasers of shares of the Fund are urged to consult their tax advisers with
specific reference to their own tax circumstances. Special tax considerations
may apply to certain types of investors subject to special treatment under the
Internal Revenue Code of 1986, as amended (the “Code”) (including, for example,
insurance companies, banks and tax-exempt organizations). In addition, the tax
discussion in the Prospectuses and this SAI is based on tax law in effect on
the date of the Prospectuses and this SAI; such laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with
retroactive effect.
Qualification as a Regulated Investment Company
The
Fund has elected to be taxed as a regulated investment company under Subchapter
M of the Code. As a regulated investment company, the Fund is not subject to
federal income tax on the portion of its net investment income (i.e., taxable
interest, dividends and other taxable ordinary income, net of expenses) and
capital gain net income (i.e., the excess of capital gains over capital losses)
that it distributes to shareholders, provided that it distributes at least 90%
of its investment company taxable income (i.e., net investment income and the
excess of net short-term capital gain over net long-term capital loss) and at
least 90% of its tax-exempt income (net of expenses allocable thereto) for the
taxable year (the “Distribution Requirement”) and satisfies certain other
requirements of the Code that are described below. Distributions by the Fund
made during the taxable year or, under specified circumstances, within twelve
months after the close of the taxable year, will be considered distributions of
income and gains for the taxable year and will therefore count toward
satisfaction of the Distribution Requirement.
If
the Fund has a net capital loss (i.e., an excess of capital losses over capital
gains) for any year, the amount thereof may be carried forward up to eight
years (or indefinitely, for capital losses recognized in taxable years
beginning after December 22, 2010) and can be used to offset capital gains in
such future years. As explained below, however, such carry forwards are subject
to limitations on availability. Under Code Sections 382 and 383, if the Fund
has an “ownership change,” then the Fund’s use of its capital loss carry
forwards in any year following the ownership change will be limited to an
amount equal to the NAV of the Fund immediately prior to the ownership change
multiplied by the long-term tax-exempt rate (which is published monthly by the
Internal Revenue Service (the “IRS”)) in effect for the month in which the
ownership change occurs. The Fund will use its best efforts to avoid having an
ownership change. However, because of circumstances that may be beyond the
control or knowledge of the Fund, there can be no assurance that the Fund will
not have, or has not already had, an ownership change. If the Fund has or has
had an ownership change, then the Fund will be subject to federal income taxes
on any capital gain net income for any year following the ownership change in
excess of the annual limitation on the capital loss carry forwards, unless
distributed by the Fund. Any distributions of such capital gain net income will
be taxable to shareholders as described under “Fund Distributions” below.
In
addition to satisfying the Distribution Requirement, a regulated investment
company must derive at least 90% of its gross income from dividends, interest,
certain payments with respect to securities loans, gains from the sale or other
disposition of stock or securities or foreign currencies, net income from
certain “qualified publicly traded partnerships,” and other income (including
but not limited to gains from options, futures, or forward contracts) derived
with respect to its business of investing in such stock, securities, or
currencies (the “Income Requirement”).
In
general, gain or loss recognized by the Fund on the disposition of an asset
will be a capital gain or loss. In addition, gain will be recognized as a
result of certain constructive sales, including short sales “against the box.”
However, gain recognized on the disposition of a debt obligation purchased by the
Fund at a market discount (generally, at a price less than its principal
amount) will be treated as ordinary income to the extent of the portion of the
market discount that accrued while the Fund held the debt obligation. In
addition, under the rules of Code Section 988, gain or loss recognized on the
disposition of a debt obligation denominated in a foreign currency or an option
with respect thereto, and gain or loss recognized on the disposition of a
foreign currency forward contract, futures contract, option or similar
financial instrument, or of foreign currency itself, except for regulated
futures contracts or non-equity options subject to Code Section 1256 (unless the
Fund elects otherwise), generally will be treated as ordinary income or loss to
the extent attributable to changes in foreign currency exchange rates.
In
general, for purposes of determining whether capital gain or loss recognized by
the Fund on the disposition of an asset is long-term or short-term, the holding
period of the asset may be affected (as applicable, depending on the type of
the Fund involved) if (1) the asset is used to close a “short sale” (which
includes for certain purposes the acquisition of a put option) or is
substantially identical to another asset so used, (2) the asset is otherwise
held by the Fund as part of a “straddle” (which term generally excludes a
situation where the asset is stock and Fund grants a qualified covered call
option (which, among other things, must not be deep-in-the-money) with respect
thereto), or (3) the asset is stock and the Fund grants an in-the-money
qualified covered call option with respect thereto. In addition, the Fund may
be required to defer the recognition of a loss on the disposition of an asset
held as part of a straddle to the extent of any unrecognized gain on the
offsetting position.
Any
gain recognized by the Fund on the lapse of, or any gain or loss recognized by the
Fund from a closing transaction with respect to, an option written by the Fund
will be treated as a short-term capital gain or loss.
Certain transactions that may be engaged in by the
Fund (such as regulated futures contracts, certain foreign currency contracts
and options on stock indexes and futures contracts) will be subject to special
tax treatment as “Section 1256 Contracts.” Section 1256 Contracts are treated
as if they are sold for their fair market value on the last business day of the
taxable year, even though a taxpayer’s obligations (or rights) under such
Section 1256 Contracts have not terminated (by delivery, exercise, entering
into a closing transaction, or otherwise) as of such date. Any gain or loss
recognized as a consequence of the year-end deemed disposition of Section 1256
Contracts is taken into account for the taxable year together with any other
gain or loss that was recognized previously upon the termination of Section
1256 Contracts during that taxable year. Any capital gain or loss for the
taxable year with respect to Section 1256 Contracts (including any capital gain
or loss arising as a consequence of the year-end deemed sale of such Section
1256 Contracts) generally is treated as 60% long-term capital gain or loss and
40% short-term capital gain or loss. The Fund, however, may elect not to have
this special tax treatment apply to Section 1256 Contracts that are part of a “mixed
straddle” with other investments of the Fund that are not Section 1256
Contracts.
In
addition to satisfying the requirements described above, the Fund must satisfy
an asset diversification test in order to qualify as a regulated investment
company. Under this test, at the close of each quarter of the Fund’s taxable
year, at least 50% of the value of the Fund’s assets must consist of cash and
cash items, U.S. government securities, securities of other regulated
investment companies and securities of other issuers (provided that, with
respect to each issuer, the Fund has not invested more than 5% of the value of
the Fund’s total assets in securities of each such issuer and the Fund does not
hold more than 10% of the outstanding voting securities of each such issuer),
and no more than 25% of the value of its total assets may be invested in the
securities of any one issuer (other than U.S. government securities and
securities of other regulated investment companies), in two or more issuers
that the Fund controls and that are engaged in the same or similar trades or
businesses or the securities of one or more “qualified publicly traded
partnerships”. Generally, an option (call or put) with respect to a security is
treated as issued by the issuer of the security, not the issuer of the option.
If
for any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income (including its net capital gain) will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders and such distributions will be taxable to the
shareholders as dividends to the extent of the Fund’s current and accumulated
earnings and profits. Such distributions may be eligible for the
dividends-received deduction in the case of corporate shareholders and for
treatment as “qualified dividend income” in the case of individual shareholders.
Excise Tax on Regulated Investment Companies
A
4% non-deductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount equal to 98% of its
ordinary taxable income for the calendar year and 98.2% of its capital gain net
income for the one-year period ended on October 31 of such calendar year (or,
with respect to capital gain net income, at the election of a regulated
investment company having a taxable year ending November 30 or December 31, for
its taxable year (a “taxable year election”)). (Tax-exempt interest on
municipal obligations is not subject to the excise tax.) The balance of such
income must be distributed during the next calendar year. For the foregoing
purposes, a regulated investment company is treated as having distributed any
amount on which it is subject to income tax for any taxable year ending in such
calendar year.
The
Fund intends to make sufficient distributions or deemed distributions of its
ordinary taxable income and capital gain net income prior to the end of each
calendar year to avoid liability for the excise tax. However, investors should
note that the Fund might in certain circumstances be required to liquidate
portfolio investments to make sufficient distributions to avoid excise tax
liability.
Distributions of the
Fund
The
Fund anticipates distributing substantially all of its investment company
taxable income for each taxable year. Such distributions will be treated as
dividends for federal income tax purposes and may be taxable to non-corporate
shareholders as long-term capital gains (a “qualified dividend”), provided that
certain requirements, as discussed below, are met. Dividends received by
corporate shareholders and dividends that do not constitute qualified dividends
are taxable as ordinary income. The portion of dividends received from the Fund
that are qualified dividends generally will be determined on a look-through
basis. If the aggregate qualified dividends received by the Fund are less than
95% of the Fund’s gross income (as specially computed), the portion of
dividends received from the Fund that constitute qualified dividends will be
designated by the Fund and cannot exceed the ratio that the qualified dividends
received by the Fund bears to its gross income. If the aggregate qualified
dividends received by the Fund equal at least 95% of its gross income, then all
of the dividends received from the Fund will constitute qualified dividends.
No
dividend will constitute a qualified dividend (1) if it has been paid with
respect to any share of stock that the Fund has held for less than 61 days
during the 120-day period beginning on the date that is 60 days before the date
on which such share becomes ex-dividend with respect to such dividend,
excluding for this purpose, under the rules of Code section 246(c), any period
during which the Fund has an option to sell, is under a contractual obligation
to sell, has made and not closed a short sale of, is the grantor of a
deep-in-the-money or otherwise nonqualified option to buy, or has otherwise
diminished its risk of loss by holding other positions with respect to, such
(or substantially identical) stock; (2) if the non-corporate shareholder fails
to meet the holding period requirements set forth in (1) with respect to its
shares in the Fund to which the dividend is attributable; or (3) to the extent
that the Fund is under an obligation (pursuant to a short sale or otherwise) to
make related payments with respect to positions in property substantially
similar or related to stock with respect to which an otherwise qualified
dividend is paid.
Distributions
attributable to dividends received by the Fund from domestic corporations will
qualify for the 70% dividends-received deduction (“DRD”) for corporate
shareholders only to the extent discussed below. Distributions attributable to
interest received by the Fund will not and distributions attributable to
dividends paid by a foreign corporation generally should not, qualify for the
DRD. In general, dividends paid on the Fund’s share classes are calculated at
the same time and in the same manner. In general, dividends may differ among
classes as a result of differences in distribution expenses and other class
specific expenses.
Ordinary
income dividends paid by the Fund with respect to a taxable year may qualify
for the 70% DRD generally available to corporations (other than corporations
such as S corporations, which are not eligible for the deduction because of
their special characteristics, and other than for purposes of special taxes
such as the accumulated earnings tax and the personal holding company tax) to the
extent of the amount of dividends received by the Fund from domestic
corporations for the taxable year. No DRD will be allowed with respect to any
dividend (1) if it has been received with respect to any share of stock that
the Fund has held for less than 46 days (91 days in the case of certain
preferred stock) during the 90-day period (180-day period in the case of
certain preferred stock) beginning on the date that is 45 days (90 days in the
case of certain preferred stock) before the date on which such share becomes
ex-dividend with respect to such dividend, excluding for this purpose under the
rules of Code Section 246(c) any period during which the Fund has an option to
sell, is under a contractual obligation to sell, has made and not closed a
short sale of, is the grantor of a deep-in-the-money or otherwise nonqualified
option to buy, or has otherwise diminished its risk of loss by holding other
positions with respect to, such (or substantially identical) stock; (2) to the
extent that the Fund is under an obligation (pursuant to a short sale or
otherwise) to make related payments with respect to positions in substantially
similar or related property; or (3) to the extent the stock on which the
dividend is paid is treated as debt-financed under the rules of Code Section
246A.
Moreover, the DRD for a corporate shareholder
may be disallowed or reduced (1) if the corporate shareholder fails to satisfy
the foregoing requirements with respect to its shares of the Fund or (2) by
application of Code Section 246(b), which in general limits the DRD to 70% of
the shareholder’s taxable income (determined without regard to the DRD and
certain other items).
The
Fund may either retain or distribute to shareholders its net capital gain for
each taxable year. The Fund currently intends to distribute any such amounts.
If net capital gain is distributed and designated as a capital gain dividend,
it will be taxable to shareholders as long-term capital gain, regardless of the
length of time the shareholder has held his shares or whether such gain was
recognized by the Fund prior to the date on which the shareholder acquired his
shares. The Code provides, however, that under certain conditions only 50% of
the capital gain recognized upon the Fund’s disposition of domestic qualified “small
business” stock will be subject to tax.
Conversely,
if the Fund elects to retain its net capital gain, the Fund will be subject to
tax thereon (except to the extent of any available capital loss carryovers) at
the 35% corporate tax rate. If the Fund elects to retain its net capital gain,
it is expected that the Fund also will elect to have shareholders of record on
the last day of its taxable year treated as if each received a distribution of
his pro rata share of such gain, with the result that each shareholder will be
required to report his pro rata share of such gain on his tax return as
long-term capital gain, will receive a refundable tax credit for his pro rata
share of tax paid by the Fund on the gain, and will increase the tax basis for
his shares by an amount equal to the deemed distribution less the tax credit.
Distributions by the Fund that do not constitute ordinary income dividends,
qualified dividends, or capital gain dividends will be treated as a return of
capital to the extent of (and in reduction of) the shareholder’s tax basis in
his shares; any excess will be treated as gain from the sale of his shares, as
discussed below.
Distributions
by the Fund will be treated in the manner described above regardless of whether
such distributions are paid in cash or reinvested in additional shares of the
Fund (or of another Fund). Shareholders receiving a distribution in the form of
additional shares will be treated as receiving a distribution in an amount
equal to the amount of cash the shareholder could have received instead of
receiving such shares In addition, if the NAV at the time a shareholder
purchases shares of the Fund reflects undistributed net investment income,
recognized net capital gain, or unrealized appreciation in the value of the
assets of the Fund, distributions of such amounts will be taxable to the
shareholder in the manner described above, although such distributions
economically constitute a return of capital to the shareholder.
If
more than 50% of the value of the Fund’s total assets at the close of its
taxable year consists of stock or securities of foreign corporations, or if at
least 50% of the value of the Fund’s total assets at the close of each quarter
of its taxable year is represented by interests in other regulated investment
companies, the Fund may elect to “pass through” to its shareholders the amount
of foreign taxes paid or deemed paid by that fund. If the Fund so elects, each
of its shareholders would be required to include in gross income, even though
not actually received, its pro rata share of the foreign taxes paid or deemed
paid by the Fund, but would be treated as having paid its pro rata share of
such foreign taxes and would therefore be allowed to either deduct such amount
in computing taxable income or use such amount (subject to various limitations)
as a foreign tax credit against federal income tax (but not both).
Ordinarily,
shareholders are required to take distributions by the Fund into account in the
year in which the distributions are made. However, dividends declared in
October, November or December of any year and payable to shareholders of record
on a specified date in such a month will be deemed to have been received by the
shareholders (and paid by the Fund) on December 31 of such calendar year if
such dividends are actually paid in January of the following year. Shareholders
will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) during the year.
The
Fund will be required in certain cases to withhold and remit to the U.S.
Treasury backup withholding taxes (currently, at the applicable rate of 28%) on
ordinary income dividends, qualified dividends and capital gain dividends, and
the proceeds of redemption of shares, paid to any shareholder (1) who has
failed to provide a correct taxpayer identification number, (2) who is subject
to backup withholding for failure to report the receipt of interest or dividend
income properly, or (3) who has failed to certify to the Fund that it is not
subject to backup withholding or is an “exempt recipient” (such as a “C corporation”).
Sale of Shares
Upon
the disposition of shares of the Fund (whether by redemption, sale or
exchange), a shareholder may realize a gain or loss. Such gain or loss will be
capital gain or loss if the shares are capital assets in the shareholder’s
hands, and will be long-term or short-term generally depending upon the
shareholder’s holding period for the shares. Any loss realized on a disposition
will be disallowed to the extent the shares disposed of are replaced within a
period of 61 days beginning 30 days before and ending 30 days after the shares
are disposed of. In such a case, the basis of the shares acquired will be
adjusted to reflect the disallowed loss. Any loss realized by a shareholder on
a disposition of shares held by the shareholder for six months or less will be
treated as a long-term capital loss to the extent of any distributions of
capital gain dividends received by the shareholder with respect to such shares.
The
maximum individual rate applicable to long-term capital gains is generally
either 15% or 20%, depending on whether the individual’s income exceeds certain
threshold amounts.
Due
to recent legislation, the Fund (or its administrative agents) is required to
report to the IRS and furnish to shareholders the cost basis information for
sale transactions of shares purchased on or after January 1, 2012.
Shareholders may elect to have one of several cost basis methods applied to
their account when calculating the cost basis of shares sold, including average
cost, FIFO (“first-in, first-out”) or some other specific identification
method. Unless you instruct otherwise, the Fund will use average cost as their
default cost basis method, and will treat sales as first coming from shares
purchased prior to January 1, 2012. The cost basis method a shareholder elects
may not be changed with respect to a redemption of shares after the settlement
date of the redemption. Shareholders should consult with their tax advisors to
determine the best cost basis method for their tax situation. Shareholders
that hold their shares through a financial intermediary should contact such
financial intermediary with respect to reporting of cost basis and available
elections for their accounts.
Medicare Tax.
For
taxable years beginning after December 31, 2012, an additional 3.8% Medicare
tax will be imposed on certain net investment income (including ordinary
dividends and capital gain distributions received from the Fund and net gains
from redemptions or other taxable dispositions of Fund shares) of U.S.
individuals, estates and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted gross
income” (in the case of an estate or trust) exceeds certain threshold amounts.
Other Tax Information
Foreign Shareholders.
Taxation of a
shareholder who, as to the United States, is a nonresident alien individual,
foreign trust or estate, foreign corporation, or foreign partnership (“foreign
shareholder”), depends on whether the income from the Fund is “effectively
connected” with a U.S. trade or business carried on by such shareholder.
If the income from the
Fund is not effectively connected with a U.S. trade or business carried on by a
foreign shareholder, ordinary income dividends (including dividends that would
otherwise be treated as qualified dividends to an applicable non-foreign
shareholder) paid to such foreign shareholder will be generally subject to U.S.
withholding tax at the applicable rate (or lower applicable treaty rate) upon
the gross amount of the dividend.
If the income from the Fund is effectively connected
with a U.S. trade or business carried on by a foreign shareholder, then
ordinary income dividends, qualified dividends, capital gain dividends and any
gains realized upon the sale of shares of the Fund will be subject to U.S.
federal income tax at the rates applicable to U.S. citizens or domestic
corporations.
For taxable years beginning before January 1, 2014
(unless further extended by Congress), properly designated dividends received
by a nonresident alien or foreign entity are generally exempt from U.S. federal
withholding tax when they (a) are paid in respect of the Fund’s “qualified net
interest income” (generally, the Fund’s U.S. source interest income, reduced by
expenses that are allocable to such income), or (b) are paid in connection with
the Fund’s “qualified short-term capital gains” (generally, the excess of the
Fund’s net short-term capital gain over the Fund’s long-term capital loss for
such taxable year). However, depending on the circumstances, the Fund may
designate all, some or none of the Fund’s potentially eligible dividends as
such qualified net interest income or as qualified short-term capital gains,
and a portion of the Fund's distributions (e.g. interest from non-U.S. sources
or any foreign currency gains) would be ineligible for this potential exemption
from withholding. There can be no assurance as to whether or not legislation
will be enacted to extend this exemption.
Foreign shareholders may also be subject to U.S.
estate tax with respect to their Fund shares.
Effective July 1, 2014, the Fund will be required to
withhold U.S. tax (at a 30% rate) on payments of taxable dividends and
(effective January 1, 2017) redemption proceeds made to certain non-U.S.
entities that fail to comply (or be deemed compliant) with extensive new
reporting and withholding requirements designed to inform the U.S. Department
of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be
requested to provide additional information to the Fund to enable the Fund to
determine whether withholding is required.
In the case of foreign non-corporate shareholders, the
Fund may be required to withhold backup withholding taxes at the applicable
rate on distributions that are otherwise exempt from withholding tax (or
taxable at a reduced treaty rate) unless such shareholders furnish the Fund
with proper notification of their foreign status.
The tax consequences to a foreign shareholder entitled
to claim the benefits of an applicable tax treaty might be different from those
described herein. Foreign shareholders are urged to consult their own tax
advisers with respect to the particular tax consequences to them of an
investment in the Fund, including the applicability of foreign taxes.
Effect of Future Legislation, Local Tax
Considerations.
The foregoing general
discussion of U.S. federal income tax consequences is based on the Code and the
Treasury Regulations issued there under as in effect on the date of this SAI.
Future legislative or administrative changes or court decisions may
significantly change the conclusions expressed herein and any such changes or
decisions may have a retroactive effect.
Rules of state and local taxation of ordinary income
dividends, qualified dividends, exempt-interest dividends and capital gain
dividends from regulated investment companies may differ from the rules for
U.S. federal income taxation described above.
Shareholders are urged to consult their tax advisers as to the consequences of
these and other state and local tax rules affecting investment in the Fund.
The
information above is only a summary of some of the tax consequences generally
affecting the Fund and its shareholders, and no attempt has been made to
discuss individual tax consequences. It is up to you or your tax preparer to
determine whether the sale of shares of the fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income taxes,
shareholders may be subject to state and local taxes on fund distributions, and
shares may be subject to state and local personal property taxes. Investors
should consult their tax advisers to determine whether the Fund is suitable to
their particular tax situation.
ANTI-MONEY LAUNDERING PROGRAM
The
Trust has established an Anti-Money Laundering Compliance Program (the “Program”),
which includes the Customer Identification Program, as required by the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). In order to ensure
compliance with this law, the Trust’s Program provides for the development of internal
practices, procedures and controls, designation of an anti-money laundering
compliance officer, an ongoing training program and an independent audit
function to determine the effectiveness of the Program. Procedures to implement
the Program include, but are not limited to, determining that the Fund’s
distributor and transfer agent have established proper anti-money laundering
procedures, reporting suspicious and/or fraudulent activity, checking
shareholder names against designated government lists, including Office of
Foreign Asset Control (“OFAC”), and a complete and thorough review of all new
opening account applications. The Trust will not transact business with any
person or entity whose identity cannot be adequately verified under the
provisions of the USA PATRIOT Act.
VOTING RIGHTS
Under
Delaware law, shareholders could, under certain circumstances, be held
personally liable for the obligations of a series of the Trust but only to the
extent of the shareholder’s investment in such series. However, the Trust
Instrument disclaims liability of the shareholders, Trustees or officers of the
Trust for acts or obligations of the Trust, which are binding only on the
assets and property of the Trust and requires that notice of the disclaimer be
given in each contract or obligation entered into or executed by the Trust or
the Trustees. The risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations and should be considered remote and is
limited to the amount of the shareholder’s investment in the Fund. Under the
Fund’s Trust Instrument, the Board of Trustees is authorized to create new
portfolios or classes without the approval of the shareholders of the Fund.
Each share will have a pro rata interest in the assets of the Fund portfolios
to which the shares of that series relates, and will have no interest in the
assets of any other Fund portfolio. In the event of liquidation, each share of
a Fund would have the same rights to dividends and assets as every other share
of that Fund, except that, in the case of a series with more than one class of
shares, such distributions will be adjusted to appropriately reflect any
charges and expenses borne by each individual class. Each Fund’s Board of
Trustees is also authorized to create new classes without shareholder approval.
When certain matters affect one class but not another, the shareholders would
vote as a class regarding such matters. Subject to the foregoing, on any matter
submitted to a vote of shareholders, all shares then entitled to vote will be
voted separately by Fund or portfolio unless otherwise required by the 1940
Act, in which case all shares will be voted in the aggregate. For example, a
change in a Fund’s fundamental investment policies would be voted upon only by
shareholders of the Fund involved. Additionally, approval of the Advisory
Contract is a matter to be determined separately by each Fund. As used in the
Prospectus and in this SAI, the term “majority”, when referring to approvals to
be obtained from shareholders of a Fund or class means
the vote of the lesser of (i) 67% of the shares of the Fund or class
represented at a meeting if the holder of more than 50% of the outstanding
shares of the Fund or class are present in person or by proxy, or (ii) more
than 50% of the outstanding shares of the Fund or class. The term “majority,”
when referring to the approvals to be obtained from shareholders of the Trust
as a whole means the vote of the lesser of (i) 67% of the Trust’s shares
represented at a meeting if the holders of more than 50% of the Trust’s
outstanding shares are present in person or proxy, or (ii) more than 50% of the
Trust’s outstanding shares. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held.
The
Trust may dispense with annual meetings of shareholders in any year in which it
is not required to elect trustees under the 1940 Act. However, the Trust
undertakes to hold a special meeting of its shareholders if the purpose of
voting on the question of removal of a trustee is requested in writing by the
holders of at least 10% of the Trust’s outstanding voting securities, and to
assist in communicating with other shareholders as required by Section 16(c) of
the 1940 Act.
Each
share of a Fund represents an equal proportional interest in that Fund with
each other share and is entitled to such dividends and distributions out of the
income earned on the assets belonging to that Fund as are declared in the
discretion of the Trustees. In the event of the liquidation or dissolution of
the Trust, shareholders of a Fund are entitled to receive the assets
attributable to that Fund that are available for distribution, and a
distribution of any general assets not attributable to a particular Fund that
are available for distribution in such manner and on such basis as the Trustees
in their sole discretion may determine.
Shareholders
are not entitled to any preemptive rights. All shares, when issued, will be
fully paid and non-assessable by the Trust.
A
Shareholder who beneficially owns, directly or indirectly, more than 25% of a
Fund’s voting securities may be deemed a “control person” (as defined under
applicable securities laws) of the Fund.
PERFORMANCE INFORMATION
The
Fund may quote performance in various ways. All performance information
supplied by the Fund in advertising is historical and is not intended to
indicate future returns. The following paragraphs describe how yield and return
are calculated by the American Independence Funds.
Return
Calculations. Returns quoted in advertising reflect all aspects of the Fund’s
return, including the effect of reinvesting dividends and capital gain
distributions, and any change in the Fund’s NAV over a stated period. A
cumulative return reflects actual performance over a stated period of time.
Average annual returns are calculated by determining the growth or decline in
value of a hypothetical historical investment in a fund over a stated period,
and then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative return of 100% over ten
years would produce an average annual return of 7.18%, which is the steady
annual rate of return that would equal 100% growth on a compounded basis in ten
years. While average annual returns are a convenient means of comparing
investment alternatives, investors should realize that a fund’s performance is
not constant over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of a fund.
In
addition to average annual returns, the Fund may quote unaveraged or cumulative
returns reflecting the simple change in value of an investment over a stated
period. Average annual and cumulative returns may be quoted as a percentage or
as a dollar amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time
period. Returns may be broken down into their components of income and capital
(including capital gains and changes in share price) to illustrate the
relationship of these factors and their contributions to return. Returns may be
quoted on a before-tax and an after-tax basis. Returns may or may not include
the effect of a fund’s short-term trading fee or the effect of a fund’s small
balance maintenance fee. Excluding a fund’s short-term trading fee or small
balance maintenance fee from a return calculation produces a higher return
figure. Returns, yields, if applicable, and other performance information may
be quoted numerically or in a table, graph, or similar illustration.
From
time to time, in advertisements or in reports to shareholders, the Fund’s yield
or total return may be quoted and compared to that of other mutual funds with
similar investment objectives and to stock or other relevant indices. In
addition, total return and yield data as reported in national financial
publications such as Money Magazine, Forbes, Barron’s, The Wall Street Journal,
and The New York Times, or in publications of a local or regional nature, may
be used in comparing the performance of the Fund. The total return and yield of
the Fund may also be compared to data prepared by Lipper, Inc.
From
time to time, the Trust may include the following types of information in
advertisements, supplemental sales literature and reports to shareholders: (1) discussions
of general economic or financial principles (such as the effects of inflation,
the power of compounding and the benefits of dollar-cost averaging); (2)
discussions of general economic trends; (3) presentations of statistical data
to supplement such discussions; (4) descriptions of past or anticipated
portfolio holdings for one or more of the Funds within the Trust; (5)
descriptions of investment strategies for one or more of such Funds; (6)
descriptions or comparisons of various savings and investment products
(including but not limited to insured bank products, annuities, qualified
retirement plans and individual stocks and bonds) that may or may not include
the Funds; (7) comparisons of investment products (including the Funds) with
relevant market or industry indices or other appropriate benchmarks; and (8)
discussions of Fund rankings or ratings by recognized rating organizations. The
Trust may also include calculations, such as hypothetical compounding examples,
that describe hypothetical investment results in such communications. Such
performance examples will be based on an express set of assumptions and are not
indicative of the performance of any of the Funds.
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION
Online Disclosure of Ten Largest Holdings.
The Fund generally will seek to disclose its ten largest portfolio holdings and the percentages that each of these ten largest portfolio holdings represents of the Fund’s total assets as of the most recent calendar-quarter-end (quarter-end ten largest holdings) online at www.aifunds.com, 15 calendar days after the end of the calendar quarter. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of the Fund within the Trust, and all other persons.
Online Disclosure of Complete Portfolio Holdings.
The Fund, generally will seek to disclose its complete portfolio holdings in the semi-annual and annual reports to shareholders within 60 days of the reporting periods, April 30 and October 31, respectively.
The
Fund may also disclose portfolio holdings information in response to a request
from a regulatory or other governmental entity.
Portfolio
holdings information for the Fund may also be made available more frequently
and prior to its public availability (“non-standard disclosure”) to:
(1) the Fund’s service providers including
the Fund’s custodian, administrator, fund accountant, financing agents, pricing
services and certain others (such as auditors, proxy voting services and
securities lending agents) necessary for the Fund’s day-to-day operations (“Service
Providers”); and
(2) certain Non-Service Providers
including ratings agencies and other qualified financial professionals (such as
Lipper Analytical Services, Moody’s Investors Service, Morningstar, Standard
& Poor’s Rating Service, Thomson Financial and Vickers Stock Research
Corporation) for such purposes as analyzing and ranking the Funds or performing
due diligence and asset allocation (“Non-Service Providers”). Generally such
information is provided to non- service providers on a monthly and quarterly
basis with a five-to-fifteen day lag. The above list of ratings agencies will
be updated each year.
Prior to the release of
non-standard disclosure to Non-Service Providers, the recipient must adhere to
the following conditions:
(1) the recipient does not distribute the portfolio
holdings or results of the analysis to third parties, other departments or
persons who are likely to use the information for purposes of purchasing or
selling the Funds before the portfolio holdings or results of the analysis
become public information; and
(2) the recipient signs a written Confidentiality
Agreement. Persons and entities unwilling to execute an acceptable
Confidentiality Agreement may only receive portfolio holdings information that
has otherwise been publicly disclosed in accordance with the Funds’ Disclosure
Policies; or
(3) the recipient provides assurances of its duty of
confidentially by such means as certification as to its policies’ adequacy to
protect the information that is disclosed.
The
Fund has determined that non-standard disclosure to each Service and Non-Service
Provider fulfills legitimate business purpose and is in the best interest of
shareholders and believes that these arrangements subject the recipients to a
duty of confidentiality. Neither the Fund nor the Fund’s investment adviser or
sub-adviser may receive compensation or other consideration in connection with
the disclosure of information about portfolio securities. These Disclosure
Policies may not be waived or exceptions made, without the consent of the Fund’s
Chief Compliance Officer. The Board of Trustees has approved this policy and
will review any material changes to this policy, and shall periodically review
persons or entities receiving non-standard disclosure. The Board of Trustees
and Chief Compliance Officer (1) may, on a case-by-case basis, impose
additional restrictions on the dissemination of portfolio information beyond
those found in the Trust’s Disclosure Policies and (2) will address any
conflicts of interest involving non-standard disclosure.
FINANCIAL STATEMENTS
Grant
Thornton, LLP is the Fund’s independent registered public accounting firm.
Grant Thornton, LLP will audit the Fund’s annual financial statements, once the
Fund becomes operational. A copy of the Fund’s Annual Report, once available,
may be obtained upon request and without charge by writing or by calling the
Fund at 1-866-410-1006
1-866-410-1006
end_of_the_skype_highlighting
.
MISCELLANEOUS
As
used in this SAI, a “majority of the outstanding shares” of the Fund means,
with respect to the approval of an investment advisory agreement or change in
an investment objective (if fundamental) or a fundamental investment policy,
the lesser of (a) 67% of the shares of the particular Fund represented at a
meeting at which the holders of more than 50% of the outstanding shares of such
Fund are present in person or by proxy, or (b) more than 50% of the outstanding
shares of the Fund.
If
you have any questions concerning the Trust or the Fund, please call
1-866-410-2006.
APPENDIX A -- FUTURES
AND OPTIONS
As
previously stated, the Fund may enter into futures contracts and options in an
effort to have fuller exposure to price movements in securities markets pending
investment of purchase orders or while maintaining liquidity to meet potential
shareholder redemptions and for other hedging and investment purposes. Such
transactions are described in this Appendix. Futures contracts are contracts
that provide for the sale or purchase of a specified financial instrument or currency
at a future time at a specified price. An option on a futures contract gives
the purchaser the right (and the writer of the option the obligation) to assume
a position in a futures contract at a specified exercise price within a
specified period of time. A futures contract may be based on interest rates,
various securities (such as U.S. government securities or a single stock (“security
future”)), securities indices (“stock index future”), foreign currencies, and
other financial instruments and indices. The Fund may engage in futures
transactions on both U.S. and foreign exchanges.
Futures
contracts entered into by the Fund (other than single stock futures and narrow
based security index futures) are traded either over the counter or on trading
facilities such as contract markets, derivatives transaction execution
facilities, exempt boards of trade or electronic trading facilities that are
licensed and/or regulated to varying degrees by the Commodity Futures Trading
Commission (“CFTC”) or, with respect to certain contracts, on foreign
exchanges. Single stock futures and narrow based security index futures are
traded either over the counter or on trading facilities such as contract
markets, derivatives transaction execution facilities, and electronic trading
facilities that are licensed and/or regulated to varying degrees by both the
CFTC and the SEC or, with respect to certain funds, on foreign exchanges. A
clearing corporation associated with the exchange or trading facility on which
futures are traded guarantees that, if still open, the sale or purchase will be
performed on the settlement date.
Neither
the CFTC, the National Futures Association (“NFA”), the SEC nor any domestic
exchange regulates activities of any foreign exchange or boards of trade,
including the execution, delivery and clearing of transactions, or has the
power to compel enforcement of the rules of a foreign exchange or board of trade
or any applicable foreign law. This is true even if the exchange is formally
linked to a domestic market so that a position taken on the market may be
liquidated by a transaction on another market. Moreover, such laws or
regulations will vary depending on the foreign country in which the foreign
futures or foreign options transaction occurs. For these reasons, persons who
trade foreign futures or foreign options contracts may not be afforded certain
of the protective measures provided by the Commodity Exchange Act, the CFTC’s
or SEC’s regulations and other federal securities laws and regulations and the
rules of the NFA and any domestic exchange, including the right to use
reparations proceedings before the CFTC and arbitration proceedings provided by
the NFA or any domestic futures exchange. In particular, the Fund’s investments
in foreign futures or foreign options transactions may not be provided the same
protections in respect of transactions on United States futures exchanges.
I.
INTEREST RATE FUTURES CONTRACTS.
Use
of Interest Rate Futures Contracts. Bond prices are established in both the
cash market and the futures market. In the cash market, bonds are purchased and
sold with payment for the full purchase price of the bond being made in cash,
generally within five business days after the trade. In the futures market,
only a contract is made to purchase or sell a bond in the future for a set
price on a certain date. Historically, the prices for bonds established in the
futures markets have tended to move generally in the aggregate in concert with
the cash market prices and have maintained fairly predictable relationships.
Accordingly, the Fund might use interest rate futures as a defense, or hedge,
against anticipated interest rate changes and not for speculation. As described
below, this would include the use of futures contract sales to protect against
expected increases in interest rates and futures contract purchases to offset
the impact of interest rate declines.
The
Fund presently could accomplish a similar result to that which it hopes to
achieve through the use of futures contracts by selling bonds with long
maturities and investing in bonds with short maturities when interest rates are
expected to increase, or conversely, selling short-term bonds and investing in
long-term bonds when interest rates are expected to decline. However, because
of the liquidity that is often available in the futures market the protection
is more likely to be achieved, perhaps at a lower cost and without changing the
rate of interest being earned by the Fund, through using futures contracts.
Description
of Interest Rate Futures Contracts
.
An interest rate futures contract sale would create an obligation by the Fund,
as seller, to deliver the specific type of financial instrument called for in
the contract at a specific future time for a specified price. A futures
contract purchase would create an obligation by the Fund, as purchaser, to take
delivery of the specific type of financial instrument at a specific future time
at a specific price. The specific securities delivered or taken, respectively,
at settlement date, would not be determined until at or near that date. For
futures traded on certain trading facilities, the determination would be in
accordance with the rules of the exchange or other trading facility on which
the futures contract sale or purchase was made.
Although
interest rate futures contracts by their terms call for actual delivery or
acceptance of securities, in most cases the contracts are closed out before the
settlement date without the making or taking of delivery of securities. Closing
out a futures contract sale is affected by the Fund entering into a futures
contract purchase for the same aggregate amount of the specific type of
financial instrument and the same delivery date. If the price in the sale
exceeds the price in the offsetting purchase, the Fund is paid the difference
and thus realizes a gain. If the offsetting purchase price exceeds the sale
price, the Fund pays the difference and realizes a loss. Similarly, the closing
out of a futures contract purchase is affected by the Fund’s entering into a
futures contract sale. If the offsetting sale price exceeds the purchase price,
the Fund realizes a gain, and if the purchase price exceeds the offsetting sale
price, the Fund realizes a loss.
A
public market now exists in futures contracts covering various financial
instruments including long-term United States Treasury bonds and notes; GNMA
modified pass-through mortgage-backed securities; three-month United States
Treasury bills; and ninety-day commercial paper. The Fund may trade in any
futures contract for which there exists a public market, including, without
limitation, the foregoing instruments. The Fund would deal only in standardized
contracts on recognized exchanges and trading facilities.
Examples
of Futures Contract Sale.
The Fund
might engage in an interest rate futures contract sale to maintain the income
advantage from continued holding of a long-term bond while endeavoring to avoid
part or all of the loss in market value that would otherwise accompany a
decline in long-term securities prices. Assume that the market value of a
certain security in the Fund tends to move in concert with the futures market
prices of long-term United States Treasury bonds (“Treasury bonds”). The
Adviser wishes to fix the current market value of this portfolio security until
some point in the future. Assume the portfolio security has a market value of
100, and the Adviser believes that, because of an anticipated rise in interest
rates, the value will decline to 95. The Fund might enter into futures contract
sales of Treasury bonds for an equivalent of 98. If the market value of the
portfolio security does indeed decline from 100 to 95, the equivalent futures
market price for the Treasury bonds might also decline from 98 to 93. In that
case, the five-point loss in the market value of the portfolio security would
be offset by the five-point gain realized by closing out the futures contract
sale. Of course, the futures market price of Treasury bonds might well decline
to more than 93 or to less than 93 because of the imperfect correlation between
cash and futures prices mentioned below.
The
Adviser could be wrong in its forecast of interest rates and the equivalent
futures market price could rise above 98. In this case, the market value of the
portfolio securities, including the portfolio security
being
protected, would increase. The benefit of this increase would be reduced by the
loss realized on closing out the futures contract sale.
If
interest rate levels did not change, the Fund in the above example might incur
a loss of 2 points (which might be reduced by an off-setting transaction prior
to the settlement date). In each transaction, transaction expenses would also
be incurred.
Examples
of Futures Contract Purchase
. The
Fund might engage in an interest rate futures contract purchase when it is not
fully invested in long-term bonds but wishes to defer for a time the purchase
of long-term bonds in light of the availability of advantageous interim
investments, e.g., shorter-term securities whose yields are greater than those
available on long-term bonds. The Fund’s basic motivation would be to maintain
for a time the income advantage from investing in the short-term securities;
the Fund would be endeavoring at the same time to eliminate the effect of all
or part of an expected increase in market price of the long-term bonds that the
Fund may purchase.
For
example, assume that the market price of a long-term bond that the Fund may
purchase, currently yielding 10%, tends to move in concert with futures market
prices of Treasury bonds. The Adviser wishes to fix the current market price
(and thus 10% yield) of the long-term bond until the time (four months away in
this example) when it may purchase the bond. Assume the long-term bond has a
market price of 100, and the Adviser believes that, because of an anticipated
fall in interest rates, the price will have risen to 105 (and the yield will
have dropped to about 9 1/2%) in four months. The Fund might enter into futures
contracts purchases of Treasury bonds for an equivalent price of 98. At the
same time, the Fund would assign a pool of investments in short-term securities
that are either maturing in four months or earmarked for sale in four months,
for purchase of the long-term bond at an assumed market price of 100. Assume
these short-term securities are yielding 15%. If the market price of the
long-term bond does indeed rise from 100 to 105, the equivalent futures market
price for Treasury bonds might also rose from 98 to 103. In that case, the
5-point increase in the price that the Fund pays for the long-term bond would
be offset by the 5-point gain realized by closing out the futures contract
purchase.
The
Adviser could be wrong in its forecast of interest rates; long-term interest
rates might rise to above 10%; and the equivalent futures market price could
fall below 98. If short-term rates at the same time fall to 10% or below, it is
possible that the Fund would continue with its purchase program for long-term
bonds. The market price of available long-term bonds would have decreased. The
benefit of this price decrease, and thus yield increase, will be reduced by the
loss realized on closing out the futures contract purchase.
If,
however, short-term rates remained above available long-term rates, it is
possible that the Fund would discontinue its purchase program for long-term
bonds. The yield on short-term securities in the portfolio, including those originally
in the pool assigned to the particular long-term bond, would remain higher than
yields on long-term bonds. The benefit of this continued incremental income
will be reduced by the loss realized on closing out the futures contract
purchase. In each transaction, expenses would also be incurred.
II.
SECURITY FUTURES CONTRACTS AND STOCK AND BOND INDEX FUTURES CONTRACTS.
Security
Futures Contracts
. The Fund may
purchase and sell futures contracts for individual securities in order to seek
to increase total return or to hedge against changes in securities prices. When
securities prices are falling, the Fund can seek, by selling security futures
contracts, to offset a decline in the value of its current portfolio
securities. When securities prices are rising, the Fund can attempt, by
purchasing security futures contracts, to secure better prices than might later
be available in the market when it
affects anticipated
purchases. For example, the Fund may take a “short” position in the futures
market by selling futures contracts to seek to hedge against an anticipated
decline in market prices that would adversely affect the dollar value of the
Fund’s portfolio securities. On other occasions, the Fund may take a “long”
position by purchasing such futures contracts, for example, when it anticipates
the purchase of a particular security when it has the necessary cash, but
expects the prices then available in the applicable market to be less favorable
than prices that are currently available.
Although
under some circumstances prices of securities in the Fund’s portfolio may be
more or less volatile than prices of such futures contracts, the Adviser will
attempt to estimate the extent of this volatility difference based on
historical patterns and compensate for any such differential by having the Fund
enter into a greater or lesser number of futures contracts or by attempting to
achieve only a partial hedge against price changes affecting the Fund’s
securities portfolio. When hedging of this character is successful, any
depreciation in the value of portfolio securities will be substantially offset
by appreciation in the value of the futures position. On the other hand, any
unanticipated appreciation in the value of the Fund’s portfolio securities
would be substantially offset by a decline in the value of the futures
position.
Stock
and Bond Index Futures Contracts
. A
stock or bond index assigns relative values to the stocks or bonds included in
the index and the index fluctuates with changes in the market values of the
stocks or bonds included. Some stock index futures contracts are based on broad
market indexes, such as the S&P 500 or the New York Stock Exchange Composite
Index. In contrast, there are also futures contracts on narrower market
indexes, such as the S&P 100 or indexes based on an industry or market
segment, such as oil and gas stocks. A stock or bond index futures contract is
a bilateral agreement pursuant to which two parties agree to take or make
delivery of an amount of cash equal to a specified dollar amount times the
difference between the stock index value (which assigns relative values to the
common stocks or bonds included in the index) at the close of the last trading
day of the contract and the price at which the futures contract is originally
struck. No physical delivery of the underlying stocks in the index is made.
Futures contracts are traded on organized exchanges regulated by the CFTC. Transactions
on such exchanges are cleared through a clearing corporation, which guarantees
the performance of the parties to each contract.
The
Fund will sell index futures contracts in order to offset an expected decrease
in market value of its portfolio securities that might otherwise result from a
market decline. The Fund may do so either to hedge the value of its portfolio
as a whole, or to protect against declines, occurring prior to sales of
securities, in the value of the securities to be sold. Conversely, the Fund
will purchase index futures contracts in anticipation of purchases of
securities. In a substantial majority of these transactions, the Fund will
purchase such securities upon termination of the long futures position, but a
long futures position may be terminated without a corresponding purchase of
securities.
In
addition, the Fund may utilize index futures contracts in anticipation of
changes in the composition of its portfolio holdings. For example, in the event
that the Fund expects to narrow the range of industry groups represented in its
holdings it may, prior to making purchases of the actual securities, establish
a long futures position based on a more restricted index, such as an index comprised
of securities of a particular industry group. The Fund may also sell futures
contracts in connection with this strategy, in order to protect against the
possibility that the value of the securities to be sold as part of the
restructuring of its portfolio will decline prior to the time of sale.
Following are examples of
transactions in stock index futures (net of commissions and premiums, if any):
ANTICIPATORY PURCHASE HEDGE:
BUY THE FUTURE
Hedge Objective: Protect
Against Increasing Price
Portfolio
|
Futures
|
|
Day Hedge is Placed -
|
Anticipate Buying $62,500
Equity Portfolio
|
Buying 1 Index Futures at
125
Value of Futures :
$62,500/Contract
|
|
-Day Hedge is Lifted -
|
Buy Equity Portfolio with
Actual Cost = $65,000
Increase in Purchase Price
= $2,500
|
Sell 1 Index Futures at 130
Value of Futures =
$65,000/Contract
Gain on Futures = $2,500
|
HEDGING A STOCK PORTFOLIO:
SELL THE FUTURE
Hedge Objective: Protect
Against Declining Value of the Fund
Factors:
Value of Stock Fund =
$1,000,000
Value of Futures Contract =
125 x $500 = $62,500
Fund Beta Relative to the
Index = 1.0
Portfolio
|
Futures
|
|
- Day Hedge is Placed
|
Anticipate Selling
$1,000,000
Equity Portfolio
|
Sell 16 Index Futures at
125 Value of
Futures = $1,000,000
|
|
- Day Hedge is Lifted -
|
Equity Portfolio – Own
stock with Value = $960,000
Loss in Fund Value =
$40,000
|
Buy 16 Index Futures at 120
Value Futures = $960,000
Gain on Futures = $40,000
|
If, however, the market moved
in the opposite direction, that is, market value decreased and the Fund had
entered into an anticipatory purchase hedge, or market value increased and the
Fund had hedged its stock portfolio, the results of the Fund’s transactions in
stock index futures would be as set forth below.
ANTICIPATORY PURCHASE HEDGE:
BUY THE FUTURE
Hedge Objective: Protect
Against Increasing Price
Portfolio
|
Futures
|
|
- Day Hedge is Placed
|
Anticipate Buying $62,000
Equity Portfolio
|
Buying 1 Index Futures at
125 Value of
Futures = $62,500
|
|
- Day Hedge is Lifted -
|
Buy Equity Portfolio with
Actual Cost = $60,000 Increases in Purchase Price = $2,500
|
Sell 1 Index Futures at 120
Value Futures = $60,000/Contract
Loss on Futures = $2,500
|
HEDGING A STOCK PORTFOLIO:
SELL THE FUTURE
Hedge Objective: Protect
Against Declining Value of the Fund
Factors:
Value of Stock Fund =
$1,000,000
Value of Futures Contract =
125 x $500 = $62,500
Fund Beta Relative to the
Index = 1.0
Portfolio
|
Futures
|
|
- Day Hedge is Placed
|
Anticipate Selling
$1,000,000
Equity Portfolio
|
Sell 16 Index Futures at
125 Value of
Futures = $1,000,000
|
|
- Day Hedge is Lifted -
|
Equity Portfolio – Own
stock with Value = $1,040,000
Gain in Fund Value =
$40,000
|
Sell 16 Index Futures at
130 Value Futures = $1,040,000
Loss of Futures = $40,000
|
III. FUTURES CONTRACTS ON
FOREIGN CURRENCIES.
To
the extent the Fund invests in foreign securities, it may purchase and sell
futures contracts on foreign currencies in order to seek to increase total
return or to hedge against changes in currency exchange rates. A futures
contract on foreign currency creates a binding obligation on one party to
deliver, and a corresponding obligation on another party to accept delivery of,
a stated quantity of a foreign currency, for an amount fixed in U.S. dollars.
Foreign currency futures may be used by the Fund to hedge against exposure to
fluctuations in exchange rates between the U.S. dollar and other currencies
arising from multinational transactions. For example, the Fund may take a “short”
position to seek to hedge against an anticipated decline in currency exchange
rates that would adversely affect the dollar value of the Fund’s portfolio
securities. On other occasions, the Fund may take a “long” position by
purchasing such futures contracts, for example, when it anticipates the
purchase of a particular security when it has the necessary cash, but expects
the currency exchange rates then available in the applicable market to be less
favorable than rates that are currently available.
IV. MARGIN PAYMENTS
.
Unlike
when the Fund purchases or sells a security, no price is paid or received by
the Fund upon the purchase or sale of a futures contract. Initially, the Fund
will be required to deposit with the broker or in a segregated account with the
Fund’s custodian an amount of cash or liquid portfolio securities, the value of
which may vary but is generally equal to 10% or less of the value of the
contract. This amount is known as initial margin. The nature of initial margin
in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the customer to finance the transactions. Rather, the initial margin
is in the nature of a performance bond or good faith deposit on the contract
which is returned to the Fund upon termination of the futures contract assuming
all contractual obligations have been satisfied. Subsequent payments, called
variation margin, to and from the broker, will be made on a daily basis as the
price of the underlying instruments fluctuates making the long and short
positions in the futures contract more or less valuable, a process known as
marking-to-market. For example, when the Fund has purchased a futures contract
and the price of the contract has risen in response to a rise in the underlying
instruments, that position will have increased in value and the Fund will be
entitled to receive from the broker a variation margin payment equal to that
increase in value. Conversely, where the Fund has purchased a futures contract
and the price of the futures contract has declined in response to a decrease in
the underlying instruments, the position would be less valuable and the Fund
would be required to make a variation margin payment to the broker. At
any time prior to expiration of the futures contract, the
Adviser may elect to close the position by taking an opposite position, subject
to the availability of a secondary market, which will operate to terminate the
Fund’s position in the futures contract. A final determination of variation
margin is then made, additional cash is required to be paid by or released to
the Fund, and the Fund realizes a loss or gain.
V. RISKS OF TRANSACTIONS
IN FUTURES CONTRACTS.
There
are several risks in connection with the use of futures by the Fund. One risk
arises because of the imperfect correlation between movements in the price of
the future and movements in the price of the securities which are the subject
of a hedge. The price of the future may move more than or less than the price
of the securities being hedged. If the price of the future moves less than the
price of the securities which are the subject of the hedge, the hedge will not
be fully effective but, if the price of the securities being hedged has moved
in an unfavorable direction, the Fund would be in a better position than if it
had not hedged at all. If the price of the securities being hedged has moved in
a favorable direction, this advantage will be partially offset by the loss on
the future. If the price of the future moves more than the price of the hedged
securities, the Fund will experience either a loss or gain on the future which
will not be completely offset by movements in the price of the securities which
are the subject of the hedge. To compensate for the imperfect correlation of
movements in the price of securities being hedged and movements in the price of
futures contracts, the Fund may buy or sell futures contracts in a greater
dollar amount than the dollar amount of securities being hedged if the
volatility over a particular time period of the prices of such securities has
been greater than the volatility over such time period of the future, or if
otherwise deemed to be appropriate by the Adviser. Conversely, the Fund may buy
or sell fewer futures contracts if the volatility over a particular time period
of the prices of the securities being hedged is less than the volatility over
such time period of the futures contract being used, or if otherwise deemed to
be appropriate by the Adviser. It is also possible that, where the Fund has
sold futures to hedge its portfolio against a decline in the market, the market
may advance and the value of securities held in the Fund may decline. If this
occurred, the Fund would lose money on the future and also experience a decline
in value in its portfolio securities.
Where
futures are purchased to hedge against a possible increase in the price of
securities before the Fund is able to invest its cash (or cash equivalents) in
securities (or options) in an orderly fashion, it is possible that the market
may decline instead; if the Fund then concludes not to invest in securities or
options at that time because of concern as to possible further market decline
or for other reasons, the Fund will realize a loss on the futures contract that
is not offset by a reduction in the price of securities purchased.
In
instances involving the purchase of futures contracts by the Fund, an amount of
cash or liquid portfolio securities, equal to the market value of the futures
contracts, will be deposited in a segregated account with the Fund’s Custodian
and/or in a margin account with a broker to collateralize the position and
thereby reduce the leverage effect resulting from the use of such futures.
In
addition to the possibility that there may be an imperfect correlation or no
correlation at all, between movements in the futures and any securities being
hedged, the price of futures may not correlate perfectly with movement in the
cash market due to certain market distortions. Rather than meeting additional
margin deposit requirements, investors may close futures contracts through
off-setting transactions that could distort the normal relationship between the
cash and futures markets. Second, with respect to financial futures contracts,
the liquidity of the futures market depends on participants entering into off-setting
transactions rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could be
reduced thus producing distortions. Third, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price distortions. Due to the possibility of price distortion in the futures
market, and because of the imperfect correlation between
the movements in the cash market and movements in the price of futures, a
correct forecast of general market trends or interest rate movements by the
Adviser may still not result in a successful hedging transaction over a short
time frame.
Positions
in futures may be closed out only if there is a secondary market for such
futures. Although the Fund intends to purchase or sell futures only where there
appears to be active secondary markets, there is no assurance that a liquid
secondary market will exist for any particular contract or at any particular
time. In such event, it may not be possible to close a futures investment
position, and in the event of adverse price movements, the Fund would continue
to be required to make daily cash payments of variation margin. However, in the
event futures contracts have been used to hedge portfolio securities, such
securities will normally not be sold until the futures contract can be
terminated. In such circumstances, an increase in the price of the securities,
if any, may partially or completely offset losses on the futures contract.
However, as described above, there is no guarantee that the price of the
securities will in fact correlate with the price movements in the futures
contract and thus provide an offset on a futures contract.
Further,
it should be noted that the liquidity of a secondary market in a futures
contract may be adversely affected by “daily price fluctuation limits”
established by commodity exchanges and other trading facilities which limit the
amount of fluctuation in a futures contract price during a single trading day.
Once the daily limit has been reached in the contract, no trades may be entered
into at a price beyond the limit, thus preventing the liquidation of open
futures positions. The trading of futures contracts is also subject to the risk
of trading halts, suspensions, exchange, trading facility or clearing house
equipment failures, government intervention, insolvency of a brokerage firm or
clearing house or other disruptions of normal trading activity, which could at
times make it difficult or impossible to liquidate existing positions or to
recover excess variation margin payments.
Successful
use of futures by the Fund is also subject to the Adviser’s ability to predict
correctly movements in the direction of the market. For example, if the Fund
has hedged against the possibility of a decline in the market adversely
affecting securities held in its portfolio and securities prices increase
instead, the Fund will lose part or all of the benefit to the increased value
of its securities which it has hedged because it will have offsetting losses in
its futures positions. In addition, in such situations, if the Fund has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements. Such sales of securities may be, but will not necessarily be, at
increased prices which reflect the rising market. The Fund may have to sell
securities at a time when it may be disadvantageous to do so.
VI. OPTIONS ON FUTURES
CONTRACTS
.
The
Fund may purchase options on the futures contracts described above. A futures
option gives the holder, in return for the premium paid, the right to buy
(call) from or sell (put) to the writer of the option a futures contract at a
specified price at any time during the period of the option. Upon exercise, the
writer of the option is obligated to pay the difference between the cash value
of the futures contract and the exercise price. Like the buyer or seller of a
futures contract, the holder, or writer, of an option has the right to
terminate its position prior to the scheduled expiration of the option by
selling, or purchasing, an option of the same series, at which time the person
entering into the closing transaction will realize a gain or loss.
Investments
in futures options involve some of the same considerations that are involved in
connection with investments in futures contracts (for example, the existence of
a liquid secondary market). In addition, the purchase of an option also entails
the risk that changes in the value of the underlying futures contract will not
be fully reflected in the value of the option purchased. Depending on the
pricing of the option compared to either the futures contract upon which it is
based, or upon the price of the securities being hedged, an option may or may
not be less risky than ownership of the futures contract or such
securities. In general, the market prices of options can
be expected to be more volatile than the market prices on the underlying
futures contract. Compared to the purchase or sale of futures contracts,
however, the purchase of call or put options on futures contracts may
frequently involve less potential risk to the Fund because the maximum amount
at risk is the premium paid for the options (plus transaction costs).
VII. OTHER TRANSACTIONS
.
The
Fund is authorized to enter into transactions in any other futures or options
contracts which are currently traded or which may subsequently become available
for trading. Such instruments may be employed in connection with the Fund’s
hedging and other investment strategies if, in the judgment of the Adviser,
transactions therein are necessary or advisable.
VIII. ACCOUNTING TREATMENT
.
Accounting for futures
contracts and options will be in accordance with generally accepted accounting
principles.
APPENDIX B – PROXY
VOTING POLICY AND PROCEDURES
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
GENERAL POLICY
American Independence Financial Services,
LLC (“American Independence”), as an investment adviser, is generally
responsible for voting proxies with respect to the securities held in accounts
of investment companies and other clients (“Clients”) for which it provides
discretionary investment management services. American Independence has taken
steps in designing these proxy policies and procedures to ensure that proxies
are voted in the best interest of our Clients, which generally means voting
proxies with a view to enhancing the value of the shares of stock held in
client accounts and to be
free from conflicts of
interest
. The policies stated in these Proxy Voting Policy and
Procedures (the “Proxy Procedures”) pertain to all of American Independence’s Clients.
American Independence has engaged Broadridge as its
proxy voting agent to vote the proxies of securities held in Client accounts
for which American Independence has proxy voting authority. American
Independence utilizes Broadridge’s ProxyEdge® internet tool to review upcoming
shareholder meetings or similar corporate actions affecting holdings in Client
accounts. American Independence has authorized Broadridge to vote proxies with
respect to securities held in Client accounts in accordance with
recommendations provided by Glass, Lewis & Co., LLC (“Glass Lewis”). Glass
Lewis is an independent research firm that provides proxy voting services to
more than 100 institutional clients and has developed best practices in
corporate governance consistent with the best interest of investors. American
Independence has established a Proxy Voting Committee to oversee the proxy
voting process and to vote on any proxies for which Glass Lewis does not vote
(see “Procedures for Voting Proxies” below for further details).
The Proxy Committee is composed of representatives of
American
Independence
’s Compliance, Administration and
Portfolio Management departments. The Proxy Committee reviews and, as
necessary, may amend periodically these Procedures to address new or revised
proxy voting policies or procedures. The Proxy Voting Committee will also evaluate
the performance of Glass Lewis on a periodic basis.
Where American Independence has delegated day-to-day
investment management responsibilities to an investment sub-adviser for a
Client account, American Independence will not delegate proxy voting
responsibility to such investment sub-adviser.
PROCEDURES
FOR VOTING PROXIES
General
.
The custodians for Client accounts transmit proxy notices to Broadridge through
electronic interfaces. As the proxy voting agent, Broadridge monitors and votes
the proxies on behalf of American Independence Clients’ accounts. In
general, all proxies received from issuers of securities
held in Client accounts are referred to Glass Lewis for its analysis and
recommendation as to each matter being submitted for a vote. Glass Lewis
reviews such proxy proposals and makes voting recommendations in accordance
with its proxy voting guidelines. These guidelines address a wide variety of
topics, including among others, shareholder voting rights, anti-takeover
defenses, board structures, the election of directors, executive and director
compensation, reorganizations, mergers and various shareholder proposals.
American
Independence
has concluded that the Glass Lewis
guidelines are substantially in accord with
American Independence
’s own philosophy regarding appropriate corporate
governance and conduct. Securities will be voted in accordance with Glass
Lewis’ voting recommendations.
American Independence
does not intend to deviate from Glass Lewis’s
recommendations on any proxy proposals.
Guidelines.
In determining how to vote a particular proxy, Glass
Lewis follows the principles outlined in its current Proxy Paper guidelines. It
conducts careful analysis on each issuer looking specifically at Board
composition of an issuer, the firm’s financial reporting and integrity of those
financial statement, compensation plans and governance structure. American
Independence, as well as the Board of Trustees of the investment company it
manages, has accepted the proxy voting guidelines published by Glass, Lewis. American
Independence’s CCO or her designee will annually review the Glass Lewis
Guidelines to ensure they remain appropriate and relevant to American
Independence’s proxy voting needs.
Non-Votes
.
If Glass Lewis does not provide an analysis or
recommendation for voting a particular proxy measure or measures,
American
Independence
will generally abstain,
if it
determines it would be in its Client’s overall best interests not to vote. Such
determination may apply in respect of all Client holdings of the securities or
only certain specified Clients, as American Independence deems appropriate
under the circumstances. H
owever two members of the
Proxy Committee, including at least one representative from Portfolio
Management may decide how to vote such proxy. Examples where
American
Independence
may not vote a security include
certain foreign securities positions if, in its judgment, the expense and
administrative inconvenience outweighs the benefits to Clients of voting the
securities.
CONFLICTS
OF INTEREST
The use of Glass Lewis
minimizes the number of potential conflicts of interest
American Independence
faces
in voting proxies, but
American Independence
does maintain procedures designed to identify and address those conflicts that
do arise. Proxy votes with respect to which an apparent conflict of interest is
identified are referred to the Proxy Committee to resolve. Any Proxy Committee
member who is himself or herself subject to the identified conflict will not
participate in the Proxy Committee’s vote on the matter in question. Compliance
will record and maintain minutes for the Proxy Committee meetings to document
the factors that were considered to evidence that there was a reasonable basis
for the Proxy Committee’s decision.
Potential conflicts of interest may
include:
·
The issuer that is
soliciting
American Independence
’s proxy vote is also a client of
American
Independence
or an affiliate;
·
An
American Independence
employee has acquired non-public information about an issuer that is soliciting
proxies;
·
An
American Independence
employee has a business or personal relationship with, or financial interest
in, the issuer or officer or Board member of the issuer; or
·
An
American Independence
employee
is contacted by management or board member of a company regarding an upcoming
proxy vote.
REPORTING
AND DISCLOSURE
Once
each year, American Independence shall include in its presentation materials to
the Board of Trustees of the investment company which it serves as investment
adviser, a record of each proxy voted with respect to portfolio securities of
the investment company during the year. With respect to those proxies that American
Independence has identified as involving a conflict of interest or has not
voted, American Independence shall submit a separate report indicating the
nature of the conflict of interest and
how that conflict was resolved with respect to the voting of the proxy or in the case of non-votes, why it did not vote.
With respect to the investment company which American Independence manages, American Independence utilizes Broadridge to prepare and file the annual N-PX. American Independence reviews the report and approves it for filing. Shareholders of the investment company may receive a copy of the filed report upon request. American Independence shall disclose within its Form ADV how other Clients can obtain information on how their securities were voted. American Independence shall also describe this proxy voting policy and procedures within the Form ADV, along with a disclosure that a Client shall be provided a copy upon request.
RECORDKEEPING
American Independence, in conjunction with Broadridge and Glass Lewis, shall retain records relating to the voting of proxies, including:
1. A copy of this proxy voting policy and procedures relating to the voting of proxies.
2. A copy of each proxy statement received by American Independence regarding portfolio securities in American Independence client accounts (this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database).
3. A record of each vote cast by American Independence on behalf of a client (this requirement may be satisfied by a third party who has agreed in writing to do so).
4. A copy of each written client request for information on how American Independence voted proxies on behalf of the client account, and a copy of any written response by American Independence to the client account.
5. A copy of any document prepared by American Independence that was material to making a decision regarding how to vote proxies or that memorializes the basis for the decision.
These proxy records, required by Rule 204-2(c)(2) under the Advisers Act, shall be retained for five (5) years from the end of the fiscal year during which the last entry was made on such record and during the first two (2) years onsite at the appropriate office of American Independence.
PART C. OTHER INFORMATION
Item 28. Exhibits:
(a)
|
Articles of Incorporation.
(1) Trust Instrument (Previously filed with Pre-Effective Amendment No. 2 filed on July 28, 2005 and incorporated herein by reference).
|
|
(2)
|
Amendment to Trust Instrument (Previously filed with Pre-Effective Amendment No. 3 filed on August 29, 2005 and incorporated herein by reference).
|
(b)
|
By-Laws (Previously filed with Pre-Effective Amendment No. 2 filed on July 28, 2005 and incorporated herein by reference).
|
(c)
|
None
|
(d)
|
Investment Advisory Contracts.
|
|
(1)
|
Investment Advisory Agreement between Registrant and American Independence Financial Services, LLC dated July 23, 2010 as amended through June 14, 2013 (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
(2)
|
Expense Limitation Agreement between Registrant and American Independence Financial Services (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
(3)
|
Form of Sub-Advisory Agreement between American Independence Financial Services and J.A. Forlines, LLC on behalf of the Risk-Managed Allocation Fund (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
(e)
|
Underwriting Contracts
|
|
|
(1)
|
Distribution Agreement between Registrant and Matrix Capital Group (Previously filed with Post-Effective Amendment No. 61 filed on November 24, 2010 and incorporated herein by reference).
(i) Amendment No. 3 to the Distribution Agreement between Registrant and Matrix dated June 22, 2012 (Previously filed with Post-Effective Amendment No. 82 filed on January 30, 2013 and incorporated herein by reference)
|
|
(f)
|
None
|
|
(g)
|
Custodian Agreements
(1)
Custody Agreement between Registrant and INTRUST Bank N.A.
(
Previously filed with Pre-Effective Amendment No. 02 filed on July 28, 2005 and incorporated herein by reference
).
|
|
(h)
|
Other Material Contracts.
|
|
|
(1)
|
Administrative Agreement between the Registrant and American Independence Financial Services, LLC dated November 14, 2005 as amended through June 14, 2013 (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
|
(2)
|
Transfer Agent and Service Agreement between Registrant and Boston Financial Data Services dated October 22, 2007 (Previously filed with Post-Effective Amendment No. 5 Filed on January 16, 2007 and incorporated herein by reference).
|
|
|
(3)
|
Amended Fund Accounting Agreement between Registrant and UMB Fund Services (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
|
(4)
|
Amended Sub-Administration Agreement between AIFS and UMB Fund Services, LLC (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
(i)
|
Opinion and Consent of Dechert LLP (filed herewith).
|
|
(j)
|
N/A
|
|
(k)
|
None
|
|
(l)
|
None
|
|
(m)
|
Distribution and Shareholder Servicing Plans.
(1) Distribution Plan (pursuant to Rule 12b-1) dated June 22, 2012 (Previously filed with Post-Effective Amendment No. 82 filed on January 30, 2013 and incorporated herein by reference).
(2) Form of Shareholder Services Agreement
(Previously filed with Post-Effective Amendment No. 83 filed on February 19, 2013 and incorporated herein by reference)
.
(3) Shareholder Services Agreement between the Registrant and American Independence Financial Services, LLC (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
(4) Shareholder Servicing Plan dated November 14, 2005 as amended December 14, 2012 (Previously filed with Post-Effective Amendment No. 83 filed on February 19, 2013 and incorporated herein by reference).
(5) Form of Selling Group Agreement
(Previously filed with Post-Effective Amendment No. 84 filed on March 1, 2013 and incorporated herein by reference).
|
|
(n)
|
Rule 18f-3 Plan dated June 14, 2013 (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
(o)
|
N/A
|
|
(p)
|
Codes of Ethics
|
|
|
(1)
|
Amended Code of Ethics of American Independence Funds Trust (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
|
(2)
|
Amended Code of Ethics of American Independence Financial Services, LLC (Previously filed with Post-Effective Amendment No. 92 filed on June 28, 2013 and incorporated herein by reference).
|
|
|
(3)
|
Code of Ethics of Matrix Capital Group, Inc. (Previously filed with Post-Effective Amendment No. 61 filed on November 24, 2010 and incorporated herein by reference).
|
|
(q)
|
Power of Attorney dated March 23, 2012 (Previously filed with Post-Effective Amendment No. 82 filed on January 30, 2013 and incorporated herein by reference).
|
|
Item 29. Persons Controlled by or under Common Control with Registrant.
No person is controlled by or under common control with the Registrant.
Item 30. Indemnification
No change from the information set forth in Item 30 of the most recently filed N-1A of American Independence Funds Trust (the "Registrant") on Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 (File Nos. 333-124214 and 811-21757) as filed with the Securities and Exchange Commission on February 28, 2008 (Accession No. 0001206774-08-000425).
Item 31. Business and Other Connections of the Investment Adviser.
The Registrant’s investment adviser, American Independence Financial Services, LLC, is a Delaware corporation. In addition to providing investment advisory services to registered management investment companies, AIFS provides investment advisory services to separately managed accounts. Additional information as to AIFS and the directors and officers of AIFS is included in AIFS’s Form ADV filed with the U.S. Securities and Exchange Commission (“SEC”) (File No. 801- 63953), which is incorporated herein by reference and sets forth the officers and directors of AIFS and information as to any business, profession, vocation or employment of a substantial nature engaged in by AIFS and such officers and directors during the past two years.
The description of J.A. Forlines, LLC (JAF), under the caption Portfolio Management-Sub-Advisers in the Prospectus and Statement of Additional Information relating to the Risk-Managed Allocation Fund constituting certain of Parts A and B, respectively, of this amendment to the Trust’s registration statement are incorporated by reference herein. Information as to the officers and directors of JAF, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in the officers and directors of JAF in the last two years, is included in its application for registration as an investment adviser of Form ADV (File No.
801-70229) and is incorporated by reference herein.
Item 32. Principal Underwriters.
(a)
|
Matrix Capital Group, Inc. (the "Distributor") serves as the principal underwriter for the Registrant. The Distributor also acts as principal underwriter for the following registered investment companies:
|
American Independence Funds Trust
AMIDEX Funds, Inc.
Monteagle Funds
Stringer Asset Management
Congressional Effect Fund
Snow Funds
360 Funds
(b)
|
The table below provides information for each director, officer or partner of the Distributor:
|
PRINCIPAL
NAME AND PRINCIPAL
|
POSITIONS WITH
UNDERWRITER
|
POSITIONS
WITH REGISTRANT
|
|
|
|
Christopher F. Anci
|
President & Treasurer
|
None
|
|
|
|
|
|
|
Jennifer Sarkany
|
Secretary
|
None
|
|
|
|
Richard W. Berenger
|
Chief Compliance Officer
|
None
|
Messrs. Anci and Berenger and Ms. Sarkany are located at 242 E 72 Street, New York, NY, New York, NY 10021.
Item 33. Location of Accounts and Records.
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:
Records Relating to:
|
Are located at:
|
Registrant’s Fund Accountant and Sub-Administrator
|
UMB Fund Services, Inc.
803 W. Michigan Street
Milwaukee
,
WI
53233
|
Registrant’s Investment Adviser and Administrator
|
American Independence Financial Services
230 Park Avenue, Suite 534
New York, NY 10169
|
Registrant’s Custodian
|
INTRUST Bank, N.A.
105 North Main Street
Wichita, Kansas 67202
|
Registrant’s Transfer Agent
|
Boston Financial Data Services
30 Dan Road
Canton, MA 02021
|
Registrant’s Distributor
|
Matrix Capital Group, Inc
420 Lexington Avenue
Suite 601
New York, NY 10170
|
Item 34. Management Services.
Not Applicable.
Item 35. Undertakings.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of New York and State of New York on the 19th day of September 2013.
AMERICAN INDEPENDENCE FUNDS TRUST
By: /s/ Eric M. Rubin
Eric M. Rubin, President
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature
|
|
Title
|
|
Date
|
/s/ Eric Rubin
|
|
President
|
|
September 19, 2013
|
Eric Rubin
|
|
|
|
|
|
/s/ Jeffrey Haas*
|
|
Trustee
|
|
September 19, 2013
|
Jeffrey Haas
|
|
|
|
|
|
/s/ Joseph Hankin*
|
|
Chairman of the Board
|
|
September 19, 2013
|
Joseph Hankin
|
|
and Trustee
|
|
|
|
/s/ Terry L. Carter*
|
|
Trustee
|
|
September 19, 2013
|
Terry L. Carter
|
|
and Audit Chairman
|
|
|
|
/s/ Thomas F. Kice*
|
|
Trustee
|
|
September 19, 2013
|
Thomas F. Kice
|
|
|
|
|
|
/s/ George Mileusnic*
|
|
Trustee
|
|
September 19, 2013
|
George Mileusnic
|
|
|
|
|
|
/s/ John J. Pileggi*
|
|
Trustee
|
|
September 19, 2013
|
John J. Pileggi
|
|
|
|
|
|
/s/ Peter L. Ochs*
|
|
Trustee
|
|
September 19, 2013
|
Peter L. Ochs
|
|
|
|
|
|
|
|
|
|
|
*By: /s/ Eric Rubin
Eric Rubin, Attorney-in-Fact pursuant to Power of Attorney filed on January 30, 2013
EXHIBIT INDEX
Item
|
Description
|
(i)
|
Opinion and Consent of Dechert LLP – An opinion
and consent of counsel regarding the legality of the securities being
registered, stating whether the securities will, when sold, be legally
issued, fully paid, and nonassessable.
|
Dynaresource (QX) (USOTC:DYNR)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Dynaresource (QX) (USOTC:DYNR)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024