As filed with the Securities and Exchange Commission on September 30, 2013
File Nos. 333-183945 and 811-22747
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No. __
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Post-Effective Amendment No. 7
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 9
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(Check appropriate box or boxes)
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ALPS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
1290 Broadway, Suite 1100, Denver, Colorado 80203
(Address of Principal Executive Offices)
303.623.5277
(Registrants Telephone Number, including Area Code)
JoEllen L. Legg, Esq., Secretary
ALPS Series Trust
1290 Broadway,
Suite 1100
Denver, CO 80203
(Name and Address of Agent for Service)
Copy to:
Peter H. Schwartz, Esq.
Davis, Graham & Stubbs LLP
1550 17
th
Street, Suite 500
Denver, CO 80202
It is proposed that this filing
will become effective (check appropriate box):
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immediately upon filing pursuant to paragraph (b)
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on Thursday, August 1, 2013, pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2)
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If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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The information in this Prospectus (or Statement of Additional
Information) is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus (or Statement of Additional Information) is not an
offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
, 2013
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Tickers
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Name of Fund
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Class A
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Class I
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Class R
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Crystal Strategy Absolute
Income Fund
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Crystal Strategy Absolute
Return Fund
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Crystal Strategy Leveraged
Alternative Fund
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As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
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SUMMARY SECTION
Crystal Strategy Absolute Income Fund (the Fund)
Investment Objective
The Fund seeks to provide current income and downside protection by emphasizing yield, absolute (positive) returns and managed volatility.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expense information shown reflects
estimated annualized expenses the Fund expects to incur during its initial fiscal year. You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund.
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Shareholder Fees
(fees paid
directly from your investment)
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Class A
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Class I
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Class R
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Maximum sales charge (load) imposed on purchases (as a percentage of
offering price)
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5.50%
(1)
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None
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None
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Maximum deferred sales charge (as a percentage of the lower of original
purchase price or redemption proceeds)
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1.00%
(1)
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None
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None
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Redemption Fee (as a percentage of amount redeemed within 60 days of
purchase)
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1.50%
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1.50%
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1.50%
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Annual Fund Operating Expenses
(expenses that you pay each year
as a percentage of the value of your investment)
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Class A
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Class I
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Class R
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Management Fees
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0.
%
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0.
%
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0.
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Distribution and Service (12b-1) Fees
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0.25%
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None
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0.50%
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Other
Expenses
(2)
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[0.35%]
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[0.35%]
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[0.35]%
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Acquired Fund Fees and Expenses
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[0.60]%
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[0.60]%
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[0.60]%
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Total Annual Fund Operating Expenses
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%
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Fee Waiver and Expense Reimbursement
(4)
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%
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Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement
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(1) If you invest $1 million or more, either as a lump sum or through the Funds accumulation or
letter of intent programs, you can purchase Class A shares without an initial sales charge (load); however, a Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class A shares redeemed within the first 12 months
after a purchase in excess of $1 million.
(2)
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Other Expenses are based on estimated amounts for the current fiscal year.
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(3) [
Brinker Capital, Inc. (Brinker Capital or the Adviser) has contractually agreed to limit the amount of
the Funds Total Annual Fund Operating Expenses, exclusive of Distribution and Service (12b-1) fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses, to 1.75% of the Funds average
daily net assets. This agreement is in effect through January 31, [2015]. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the agreement described above to the extent that the Funds
expenses in later periods fall below the annual rates set forth in the relevant agreement. The Fund will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fees and expense
were deferred. The Adviser may not discontinue this waiver without the approval by the Trusts Board of Trustees.
]
Example
This example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating
expenses remain the same. The example takes into consideration the agreement by the Adviser to waive fees and reimburse expenses. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Number of Years You Own
Your Shares
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1 Year
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3 Years
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Class A
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$
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$
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Class I
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$
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$
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Class R
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$
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$
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and, for U.S. federal income tax purposes, may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the Example, affect the Funds performance.
- 4 -
Principal Investment Strategies of the Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies such as exchange-traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
The Portfolio Management Team (Team) will weigh a
number of different factors when considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets, as well as bottom-up factors such
as our assessment of specific securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the
portfolio. In addition to investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or
underperform over time. Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time.
Similarly, given our multi-asset class global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the
potential to vary dramatically over time.
Principal Risks of the Fund
The Team will seek to manage the volatility of the Fund to balance the potential risks and rewards that we believe are present at any given
time and given market. Over a full market cycle, the Fund aims to deliver meaningful current income while also producing absolute (positive) returns. Due to the stated objective of the Fund, the investment opportunity set will tend to be limited to
investments that may perform poorly when interest rates rise.
Asset Allocation Risk.
Portfolio management may favor one or more
types of investments or assets that underperform other investments, assets, or securities markets as a whole. Anytime portfolio management buys or sells securities in order to adjust the Funds asset allocation, this adjustment will increase
portfolio turnover and generate transaction costs.
Borrowing Risk.
Borrowing creates leverage. It also adds to Fund expenses and
at
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times could cause the Fund to sell securities when it otherwise might not want to.
Concentration Risk Underlying Funds.
Any underlying fund that concentrates in a particular segment of the market (such as
commodities, gold-related investments, infrastructure-related companies and real estate securities) will generally be more volatile than a fund that invests more broadly. Any market price movements, regulatory or technological changes, or economic
conditions affecting the particular market segment in which the underlying fund concentrates will have a significant impact on the underlying funds performance. While the Fund does not concentrate in a particular industry, it may hold a
significant position in an underlying fund, and there is risk for the Fund with respect to the aggregation of holdings of underlying funds. The aggregation of holdings of underlying funds may result in the Fund indirectly having significant exposure
to a particular industry or group of industries, or in a single issuer. Such indirect concentration may have the effect of increasing the volatility of the Funds returns. The Fund does not control the investments of the underlying funds, and
any indirect concentration occurs as a result of the underlying funds following their own investment objectives and strategies.
Conflict of Interest Risk.
Affiliates of the Adviser may participate in the primary and secondary market for senior loans. Because of
limitations imposed by applicable law, the presence of the Advisers affiliates in the senior loan market may restrict the Funds ability to participate in a restructuring of a senior loan or to acquire some senior loans, or affect the
timing or price of such acquisition.
Commodities-Related Investments Risk.
The commodities-linked derivatives instruments in which
the Fund invests tend to be more volatile than many other types of securities and may subject the Fund to special risks that do not apply to all derivatives transactions.
Counterparty Risk.
A financial institution or other counterparty with whom the Fund does business, or that underwrites, distributes or
guarantees any investments or contracts that the Fund owns or is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses for the Fund or could delay the return or delivery of
collateral or other assets to the Fund.
Credit Risk.
The Funds performance could be hurt if an issuer of a debt security
suffers an adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation. Credit risk is greater for lower-rated securities. Because the issuers of high-yield debt securities
or junk bonds (debt securities rated below the fourth highest credit rating category) may be in uncertain financial health, the prices of their debt securities can be more vulnerable to bad economic news or even the expectation of bad news, than
investment-grade debt securities.
Currency Strategies Risk.
The success of the currency strategies depends, in part, on the
effectiveness and implementation of portfolio managements proprietary models. If
- 6 -
portfolio managements analysis proves to be incorrect, losses to the Fund may be significant and may substantially exceed the intended level of market exposure for the currency strategies.
As part of the currency strategies, the Fund will have substantial exposure to the risks of non-U.S. currency markets. Foreign currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in
interest rates and economic or political developments in the United States or abroad. As a result, the Funds exposure to foreign currencies could cause lower returns or even losses to the Fund. Although portfolio management seeks to limit
these risks through the aggregation of various long and short positions, there can be no assurance that it will be able to do so.
Derivatives Risk.
Risks associated with derivatives include the risk that the derivative is not well correlated with the security,
index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the Fund to the effects of economic leverage, which could increase the Funds exposure to the market and magnify potential losses.
Emerging Markets Risk.
Foreign investment risks are greater in emerging markets than in more developed markets. Investments in emerging
markets are often considered speculative.
Exchange-Traded Funds (ETFs) Risk.
Because ETFs trade on a securities exchange, their
shares may trade at a premium or discount to their net asset value. An ETF is subject to the risks of the assets in which it invests as well as those of the investment strategy it follows. The Fund incurs brokerage costs when it buys and sells
shares of an ETF and also bears its proportionate share of the ETFs fees and expenses, which are passed through to ETF shareholders.
Focus Risk.
To the extent that the Fund focuses its investments in particular industries, asset classes or sectors of the economy, any
market price movements, regulatory or technological changes, or economic conditions affecting companies in those industries, asset classes or sectors will have a significant impact on the Funds performance.
Foreign Investment Risk.
The Fund faces the risks inherent in foreign investing. Adverse political, economic or social developments
could undermine the value of the Funds investments or prevent the fund from realizing their full value. Financial reporting standards for companies based in foreign markets differ from those in the United States. Additionally, foreign
securities markets generally are smaller and less liquid than U.S. markets. To the extent that the Fund invests in non-U.S. dollar denominated foreign securities, changes in currency exchange rates may affect the U.S. dollar value of foreign
securities or the income or gain received on these securities.
Global Tactical Asset Allocation (GTAA) Risk.
GTAA is a top-down
based investment strategy that attempts to produce favorable risk-adjusted returns by focusing
- 7 -
on broad movements and asset allocation in global markets financial markets. The success of the GTAA overlay strategy employed by certain underlying funds, depends in part on portfolio
managements ability to analyze the correlation between various global markets and asset classes. If portfolio managements correlation analysis proves to be incorrect, losses to the Fund may be significant and may substantially exceed the
intended level of market exposure for the strategy.
Inflation-Indexed Bond Risk.
Any rise in interest rates may cause
inflation-indexed bonds to decline in price, hurting Fund performance. If interest rates rise due to reasons other than inflation, the Funds investment in these securities may not be fully protected from the effects of rising interest rates.
The performance of any bonds that are indexed to non-U.S. rates of inflation may be higher or lower than those indexed to U.S. inflation rates. The Funds actual returns could fail to match the real rate of inflation.
Infrastructure-Related Companies Risk.
Infrastructure-related companies can be affected by various factors, including general or local
economic conditions and political developments, changes in regulations, environmental problems, casualty losses and changes in interest rates.
Interest Rate Risk.
When interest rates rise, prices of debt securities generally decline. The longer the duration of the Funds
debt securities, the more sensitive it will be to interest rate changes.
Liquidity Risk.
In certain situations, it may be
difficult or impossible to sell an investment in an orderly fashion at an acceptable price.
Management Risk.
Incorrect investment
decisions and/or timing risk may result in the Fund not being able to deliver on its stated objective.
Non-Diversification Risk
Underlying Funds.
While the Fund is diversified, certain underlying funds may be classified as non-diversified under the 1940 Act. This means that the underlying fund may invest in securities of relatively few issuers. Thus, the performance of
one or a small number of portfolio holdings can affect overall performance of the underlying fund.
Options Risk.
The price of the
options, which is a function of interest rates, volatility, dividends, the exercise price, stock price and other market factors, may change rapidly over time. Price valuations or market movements may not justify purchasing put options on individual
securities, stock indexes and ETFs, or, if purchased, the options may expire unexercised, causing the Fund to lose the premium paid for the options. There may be an imperfect correlation between the prices of options and movements in the price of
the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. Over-the-counter options expose the Fund to counterparty risk.
Precious Metal-Related Investments Risk.
Prices of gold or other precious metals and minerals-related stocks may move up and down
rapidly, and have historically offered
- 8 -
lower long-term performance than the U.S. stock market as a whole. Gold and other precious metals prices can be influenced by a variety of economic, financial and political factors, especially
inflation: when inflation is low or expected to fall, prices tend to be weak.
Prepayment and Extension Risk.
When interest rates
fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and the Fund may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may
pay off the debts later than expected (extension risk), thus keeping the Funds assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of the Funds share
price and yield and could hurt Fund performance. Prepayments could also create capital gains tax liability in some instances.
Pricing
Risk.
If market conditions make it difficult to value some investments, the Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than
the value realized upon such investments sale. As a result, you could pay more than the market value when buying Fund shares or receive less than the market value when selling Fund shares.
Real Estate Securities Risk.
Real estate companies can be affected by the risks associated with direct ownership of real estate, such
as general or local economic conditions, increases in property taxes and operating expenses, liabilities or losses due to environmental problems, falling rents (whether due to poor demand, increased competition, overbuilding, or limitations on
rents), zoning changes, rising interest rates and losses from casualty or condemnation. In addition, many real estate companies, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk. Further, REITs
are dependent upon management skills and may not be diversified.
Security Selection Risk.
The securities in the Funds
portfolio may decline in value. Portfolio management could be wrong in its analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters.
Senior Loans Risk.
Senior loans may not be rated by a rating agency, registered with the Securities and Exchange Commission or any
state securities commission or listed on any national securities exchange. Therefore, there may be less publicly available information about them than for registered or exchange-listed securities. Also, because portfolio management relies mainly on
its own evaluation of the creditworthiness of borrowers, the Fund is particularly dependent on portfolio managements analytical abilities. Senior loans involve other risks, including conflict of interest risk, credit risk, interest rate risk,
liquidity risk and prepayment and extension risk.
Short Sale Risk.
If the Fund sells a security short and subsequently has to buy
the security back at a higher price, the Fund will lose money on the transaction. Any loss
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will be increased by the amount of compensation, interest or dividends and transaction costs the Fund must pay to a lender of the security. The amount the Fund could lose on a short sale is
theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging the Fund, could increase the exposure of the Fund to the market, increase losses and
increase the volatility of returns.
Small Company Risk.
Small company stocks tend to be more volatile than medium-sized or large
company stocks. Small companies are less widely followed by stock analysts and less information about them is available to investors. Industry-wide reversals may have a greater impact on small companies, since they may lack the financial resources
of larger companies. Small company stocks are typically less liquid than large company stocks.
Stock Market Risk.
The Fund is
affected by how the stock market performs. When stock prices fall, you should expect the value of your investment to fall as well.
Sovereign Debt Risk.
A sovereign debtors willingness and ability to repay principal and interest on issued debt securities may
depend on, among other things, its cash flow situation, cash reserves, foreign exchange rates, changing economic policies and the local political climate. Sovereign debt risks are greater for emerging market issuers.
Subsidiary Risk.
Certain underlying funds may invest in a wholly owned subsidiary of the underlying fund (the Subsidiary)
that is not registered as an investment company under the 1940 Act, and therefore is not subject to all of the investor protections of the 1940 Act. Moreover, the underlying funds or the Subsidiaries may not be subject to the full range of investor
protections of the full range of Commodity Exchange Act in reliance on certain exemptions from the definition of commodity pool operator. A regulatory change in the United States or the Cayman Islands that impacts the Subsidiary or how the
underlying fund invests in the Subsidiary, such as a change in tax law, could adversely affect the underlying fund and the Fund. As a result of recent changes to certain exemptions from the definition of commodity pool operator under the Commodities
Exchange Act, such underlying funds and the Subsidiary may no longer be able to rely on such exemptions from registration under the Commodities Exchange Act or may be subject to some or all of the provisions of the Commodities Exchange Act. The
underlying funds and the Fund are exposed to the risks associated with the Subsidiarys investments, which generally include the risks of investing in derivatives and commodities-related investments.
Tax Status Risk.
Income from certain commodity-linked derivative instruments does not constitute qualifying income to the
Fund for purposes of qualification as a regulated investment company. If such income were determined to cause the Funds non-qualifying income to exceed 10% of the Funds gross income, the Fund would be subject to a tax at the
Fund level.
Underlying Funds Risk.
Because the Fund may invest in underlying funds, the Funds
- 10 -
performance will be directly related to the performance of the underlying funds. To the extent that a given underlying fund underperforms its benchmark or its fund peer group, it may contribute
to underperformance by the Fund. In addition, the Fund indirectly pays a portion of the expenses incurred by the underlying funds, which lowers performance. To the extent that the Funds allocations favor underlying funds with higher expenses,
the overall cost of investing paid by the Fund will be higher.
Please see
What are the Principal and Non-Principal Risks of
Investing in the Fund?
for a more detailed description of the risks of investing in the Fund. It is possible to lose money on an investment in the Fund. Investments in the Fund are not deposits or obligations of any bank, are not endorsed
or guaranteed by any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance Information
As of the date
of this Prospectus, the Fund has not yet commenced operations. When the Fund has completed a full calendar year of investment operations, this section will include charts that show annual total returns, highest and lowest quarterly returns and
average annual total returns (before and after taxes) compared to a benchmark selected for the Fund. Updated performance information is available on the Funds website at www.crystalstrategyfunds.com or by calling
1-
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Investment Adviser
Brinker Capital,
Inc. (the Adviser) is the investment adviser to the Fund.
[The Adviser, ALPS Series Trust (the Trust) and
ALPS Distributors, Inc. have applied for an exemptive order from the U.S. Securities and Exchange Commission that, if granted and relied upon by the Fund, would allow the Fund to invest in both affiliated and unaffiliated investment companies in
excess of the limits provided in Section 12(d)(1) of the 1940 Act, subject to the terms and conditions of such order. If the exemptive order is granted and relied upon, the Adviser will be responsible for determining the allocation of the
Funds assets among the various underlying funds, subject to the supervision of the Trusts Board of Trustees. It is possible that the exemptive order may not ultimately be granted.]
Portfolio Managers
The following
individuals are primarily responsible for the day-to-day management of the Funds portfolio:
William H. Miller
,
Chief Investment Officer of the Adviser since [year]. Mr. Miller has served as Lead Portfolio Manager of the Fund since its inception in 2013.
Stuart P. Quint, III, CFA
,
Senior Investment Manager and International Strategist of
- 11 -
the Adviser since [year]. Mr. Quint has served as a Co-Portfolio Manager of the Fund since its inception in 2013.
Andrew T. Rosenberger, CFA
,
Senior Investment Manager of the Adviser since [year]. Mr. Rosenberger has served as a
Co-Portfolio Manager of the Fund since its inception in 2013.
Purchase and Sale of Fund Shares
The Fund offers investors three classes of shares: Classes A, I and R. The minimum initial investment in Class A shares is $1,000 for
non-qualified accounts and $500 for qualified accounts. The minimum subsequent investment in Class A shares is $50. The minimum initial investment in Class I shares is $100,000. There is no minimum subsequent investment for Class I
shares. There is no minimum investment for Class R shares. Investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund.
Purchases, exchanges and redemptions can generally be made only through institutional channels, such as financial intermediaries and
retirement platforms. You should contact your financial intermediary or refer to your plan documents for information on how to invest in the Fund.
Tax
Information
For U.S. federal income tax purposes, the Funds distributions are taxable and will be taxed as ordinary income or
capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be subject to U.S. federal income tax upon withdrawal of monies from those
arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediarys website for more information.
- 12 -
SUMMARY SECTION
Crystal Strategy Absolute Return Fund (the Fund)
Investment Objective
The Fund seeks to provide a balance between capital appreciation and downside protection by emphasizing absolute (positive) returns and
managed volatility.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expense information shown reflects
estimated annualized expenses the Fund expects to incur during its initial fiscal year. You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund.
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Shareholder Fees
(fees paid
directly from your investment)
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Class A
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Class I
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Class R
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Maximum sales charge (load) imposed
on purchases
(as a percentage of offering price)
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5.50%
(1)
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None
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None
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Maximum deferred sales charge (as a percentage of the lower of original
purchase price or redemption proceeds)
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1.00%
(1)
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None
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None
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Redemption Fee (as a percentage of amount redeemed within 60 days of
purchase)
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1.50%
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1.50%
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1.50%
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Annual Fund Operating Expenses
(expenses that you pay each year
as a percentage of the value of your investment)
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Class A
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Class I
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Class R
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Management Fees
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%
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%
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%
|
Distribution and Service (12b-1) Fees
|
|
|
|
0.25%
|
|
None
|
|
0.50%
|
Other
Expenses
(2)
|
|
|
|
[0.35%]
|
|
[0.35%]
|
|
[0.35%]
|
Acquired Fund Fees and Expenses
|
|
|
|
[0.70]%
|
|
[0.70]%
|
|
[0.70]%
|
Total Annual Fund Operating Expenses
|
|
|
|
%
|
|
%
|
|
%
|
Fee Waiver and Expense Reimbursement
(4)
|
|
|
|
%
|
|
%
|
|
%
|
- 13 -
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses After Fee
Waiver/Expense Reimbursement
|
|
%
|
|
%
|
|
%
|
(1) If you invest $1 million or more, either as a lump sum or through the Funds accumulation or
letter of intent programs, you can purchase Class A shares without an initial sales charge (load); however, a Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class A shares redeemed within the first 12 months
after a purchase in excess of $1 million.
(2) Other Expenses are based on estimated amounts for the current fiscal
year.
(3) [Brinker Capital, Inc. (Brinker Capital or the Adviser) has contractually agreed to limit the
amount of the Funds Total Annual Fund Operating Expenses, exclusive of Distribution and Service (12b-1) fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses, to 1.75% of the Funds
average daily net assets. This agreement is in effect through January 31, [2015]. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the agreement described above to the extent that the
Funds expenses in later periods fall below the annual rates set forth in the relevant agreement. The Fund will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fees
and expense were deferred. The Adviser may not discontinue this waiver without the approval by the Funds Board of Trustees.]
Example
This example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds
operating expenses remain the same. The example takes into consideration the agreement by the Adviser to waive fees and reimburse expenses. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
Number of Years You
Own Your Shares
|
|
1 Year
|
|
3 Years
|
Class A
|
|
$
|
|
$
|
Class I
|
|
$
|
|
$
|
Class R
|
|
$
|
|
$
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and, for U.S. federal income tax purposes, may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the Example, affect the Funds performance.
- 14 -
Principal Investment Strategies of the Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies, such as exchange-traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
The Portfolio Management Team (Team) will weigh a
number of different factors when considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets, as well as bottom-up factors such
as our assessment of specific securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the
portfolio. In addition to investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or
underperform over time. Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time.
Similarly, given our multi-asset class global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the
potential to vary dramatically over time.
Principal Risks of the Fund
The Team will seek to manage the volatility of the Fund to balance the potential risks and rewards that we believe are present at any given
time and given market. Over a full market cycle, the Fund aims to produce absolute (positive) returns and grow real purchasing power.
Asset Allocation Risk.
Portfolio management may favor one or more types of investments or assets that underperform other investments,
assets, or securities markets as a whole. Anytime portfolio management buys or sells securities in order to adjust the Funds asset allocation, this adjustment will increase portfolio turnover and generate transaction costs.
Borrowing Risk.
Borrowing creates leverage. It also adds to Fund expenses and at times could cause the Fund to sell securities when it
otherwise might not want to.
- 15 -
Concentration Risk Underlying Funds.
Any underlying fund that concentrates in a
particular segment of the market (such as commodities, gold-related investments, infrastructure-related companies and real estate securities) will generally be more volatile than a fund that invests more broadly. Any market price movements,
regulatory or technological changes, or economic conditions affecting the particular market segment in which the underlying fund concentrates will have a significant impact on the underlying funds performance. While the Fund does not
concentrate in a particular industry, it may hold a significant position in an underlying fund, and there is risk for the Fund with respect to the aggregation of holdings of underlying funds. The aggregation of holdings of underlying funds may
result in the Fund indirectly having significant exposure to a particular industry or group of industries, or in a single issuer. Such indirect concentration may have the effect of increasing the volatility of the Funds returns. The Fund does
not control the investments of the underlying funds, and any indirect concentration occurs as a result of the underlying funds following their own investment objectives and strategies.
Conflict of Interest Risk.
Affiliates of the Adviser may participate in the primary and secondary market for senior loans. Because of
limitations imposed by applicable law, the presence of the Advisers affiliates in the senior loan market may restrict the Funds ability to participate in a restructuring of a senior loan or to acquire some senior loans, or affect the
timing or price of such acquisition.
Commodities-Related Investments Risk.
The commodities-linked derivatives instruments in which
the Fund invests tend to be more volatile than many other types of securities and may subject the Fund to special risks that do not apply to all derivatives transactions.
Counterparty Risk.
A financial institution or other counterparty with whom the Fund does business, or that underwrites, distributes or
guarantees any investments or contracts that the Fund owns or is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses for the Fund or could delay the return or delivery of
collateral or other assets to the Fund.
Credit Risk.
The Funds performance could be hurt if an issuer of a debt security
suffers an adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation. Credit risk is greater for lower-rated securities. Because the issuers of high-yield debt securities
or junk bonds (debt securities rated below the fourth highest credit rating category) may be in uncertain financial health, the prices of their debt securities can be more vulnerable to bad economic news or even the expectation of bad news, than
investment-grade debt securities.
Currency Strategies Risk.
The success of the currency strategies depends, in part, on the
effectiveness and implementation of portfolio managements proprietary models. If portfolio managements analysis proves to be incorrect, losses to the Fund may be significant and may substantially exceed the intended level of market
exposure for the
- 16 -
currency strategies. As part of the currency strategies, the Fund will have substantial exposure to the risks of non-U.S. currency markets. Foreign currency rates may fluctuate significantly over
short periods of time for a number of reasons, including changes in interest rates and economic or political developments in the United States or abroad. As a result, the Funds exposure to foreign currencies could cause lower returns or even
losses to the Fund. Although portfolio management seeks to limit these risks through the aggregation of various long and short positions, there can be no assurance that it will be able to do so.
Derivatives Risk.
Risks associated with derivatives include the risk that the derivative is not well correlated with the security,
index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the Fund to the effects of economic leverage, which could increase the Funds exposure to the market and magnify potential losses.
Emerging Markets Risk.
Foreign investment risks are greater in emerging markets than in more developed markets. Investments in emerging
markets are often considered speculative.
Exchange-Traded Funds (ETFs) Risk.
Because ETFs trade on a securities exchange, their
shares may trade at a premium or discount to their net asset value. An ETF is subject to the risks of the assets in which it invests as well as those of the investment strategy it follows. The Fund incurs brokerage costs when it buys and sells
shares of an ETF and also bears its proportionate share of the ETFs fees and expenses, which are passed through to ETF shareholders.
Focus Risk.
To the extent that the Fund focuses its investments in particular industries, asset classes or sectors of the economy, any
market price movements, regulatory or technological changes, or economic conditions affecting companies in those industries, asset classes or sectors will have a significant impact on the Funds performance.
Foreign Investment Risk.
The Fund faces the risks inherent in foreign investing. Adverse political, economic or social developments
could undermine the value of the Funds investments or prevent the fund from realizing their full value. Financial reporting standards for companies based in foreign markets differ from those in the United States. Additionally, foreign
securities markets generally are smaller and less liquid than U.S. markets. To the extent that the Fund invests in non-U.S. dollar denominated foreign securities, changes in currency exchange rates may affect the U.S. dollar value of foreign
securities or the income or gain received on these securities.
Global Tactical Asset Allocation (GTAA) Risk.
GTAA is a top-down
based investment strategy that attempts to produce favorable risk-adjusted returns by focusing on broad movements and asset allocation in global markets financial markets. The success of the GTAA overlay strategy employed by certain underlying
funds, depends in
- 17 -
part on portfolio managements ability to analyze the correlation between various global markets and asset classes. If portfolio managements correlation analysis proves to be
incorrect, losses to the Fund may be significant and may substantially exceed the intended level of market exposure for the strategy.
Inflation-Indexed Bond Risk.
Any rise in interest rates may cause inflation-indexed bonds to decline in price, hurting Fund
performance. If interest rates rise due to reasons other than inflation, the Funds investment in these securities may not be fully protected from the effects of rising interest rates. The performance of any bonds that are indexed to non-U.S.
rates of inflation may be higher or lower than those indexed to U.S. inflation rates. The Funds actual returns could fail to match the real rate of inflation.
Infrastructure-Related Companies Risk.
Infrastructure-related companies can be affected by various factors, including general or local
economic conditions and political developments, changes in regulations, environmental problems, casualty losses and changes in interest rates.
Interest Rate Risk.
When interest rates rise, prices of debt securities generally decline. The longer the duration of the Funds
debt securities, the more sensitive it will be to interest rate changes.
Liquidity Risk.
In certain situations, it may be
difficult or impossible to sell an investment in an orderly fashion at an acceptable price.
Management Risk.
Incorrect investment
decisions and/or timing risk may result in the Fund not being able to deliver on its stated objective.
Non-Diversification Risk
Underlying Funds.
While the Fund is diversified, certain underlying funds may be classified as non-diversified under the 1940 Act. This means that the underlying fund may invest in securities of relatively few issuers. Thus, the performance of
one or a small number of portfolio holdings can affect overall performance of the underlying fund.
Options Risk.
The price of the
options, which is a function of interest rates, volatility, dividends, the exercise price, stock price and other market factors, may change rapidly over time. Price valuations or market movements may not justify purchasing put options on individual
securities, stock indexes and ETFs, or, if purchased, the options may expire unexercised, causing the Fund to lose the premium paid for the options. There may be an imperfect correlation between the prices of options and movements in the price of
the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. Over-the-counter options expose the Fund to counterparty risk.
Precious Metal-Related Investments Risk.
Prices of gold or other precious metals and minerals-related stocks may move up and down
rapidly, and have historically offered lower long-term performance than the U.S. stock market as a whole. Gold and other precious metals prices can be influenced by a variety of economic, financial and political
- 18 -
factors, especially inflation: when inflation is low or expected to fall, prices tend to be weak.
Prepayment and Extension Risk.
When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than
expected (prepayment risk), and the Fund may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus keeping the Funds
assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of the Funds share price and yield and could hurt Fund performance. Prepayments could also create capital
gains tax liability in some instances.
Pricing Risk.
If market conditions make it difficult to value some investments, the Fund
may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized upon such investments sale. As a result, you could pay more
than the market value when buying Fund shares or receive less than the market value when selling Fund shares.
Real Estate Securities
Risk.
Real estate companies can be affected by the risks associated with direct ownership of real estate, such as general or local economic conditions, increases in property taxes and operating expenses, liabilities or losses due to
environmental problems, falling rents (whether due to poor demand, increased competition, overbuilding, or limitations on rents), zoning changes, rising interest rates and losses from casualty or condemnation. In addition, many real estate
companies, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk. Further, REITs are dependent upon management skills and may not be diversified.
Security Selection Risk.
The securities in the Funds portfolio may decline in value. Portfolio management could be wrong in its
analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters.
Senior Loans
Risk.
Senior loans may not be rated by a rating agency, registered with the Securities and Exchange Commission or any state securities commission or listed on any national securities exchange. Therefore, there may be less publicly available
information about them than for registered or exchange-listed securities. Also, because portfolio management relies mainly on its own evaluation of the creditworthiness of borrowers, the Fund is particularly dependent on portfolio managements
analytical abilities. Senior loans involve other risks, including conflict of interest risk, credit risk, interest rate risk, liquidity risk and prepayment and extension risk.
Short Sale Risk.
If the Fund sells a security short and subsequently has to buy the security back at a higher price, the Fund will lose
money on the transaction. Any loss will be increased by the amount of compensation, interest or dividends and transaction costs the Fund must pay to a lender of the security. The amount the Fund could lose on a
- 19 -
short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging the Fund, could
increase the exposure of the Fund to the market, increase losses and increase the volatility of returns.
Small Company Risk.
Small
company stocks tend to be more volatile than medium-sized or large company stocks. Small companies are less widely followed by stock analysts and less information about them is available to investors. Industry-wide reversals may have a greater
impact on small companies, since they may lack the financial resources of larger companies. Small company stocks are typically less liquid than large company stocks.
Stock Market Risk.
The Fund is affected by how the stock market performs. When stock prices fall, you should expect the value of your
investment to fall as well.
Sovereign Debt Risk.
A sovereign debtors willingness and ability to repay principal and interest
on issued debt securities may depend on, among other things, its cash flow situation, cash reserves, foreign exchange rates, changing economic policies and the local political climate. Sovereign debt risks are greater for emerging market issuers.
Subsidiary Risk.
Certain underlying funds may invest in a wholly owned subsidiary of the underlying fund (the
Subsidiary) that is not registered as an investment company under the 1940 Act, and therefore is not subject to all of the investor protections of the 1940 Act. Moreover, the underlying funds or the Subsidiaries may not be subject to the
full range of investor protections of the Commodity Exchange Act in reliance on certain exemptions from the definition of commodity pool operator. A regulatory change in the United States or the Cayman Islands that impacts the Subsidiary or how the
underlying fund invests in the Subsidiary, such as a change in tax law, could adversely affect the underlying fund and the Fund. As a result of recent changes to certain exemptions from the definition of commodity pool operator under the Commodities
Exchange Act, such underlying funds and the Subsidiary may no longer be able to rely on such exemptions from registration under the Commodities Exchange Act or may be subject to some or all of the provisions of the Commodities Exchange Act. The
underlying funds and the Fund are exposed to the risks associated with the Subsidiarys investments, which generally include the risks of investing in derivatives and commodities-related investments.
Tax Status Risk.
Income from certain commodity-linked derivative instruments does not constitute qualifying income to the
Fund for purposes of qualification as a regulated investment company. If such income were determined to cause the Funds non-qualifying income to exceed 10% of the Funds gross income, the Fund would be subject to a tax at the
Fund level.
Underlying Funds Risk.
Because the Fund may invest in underlying funds, the Funds performance will be directly
related to the performance of the underlying funds. To the extent that a given underlying fund underperforms its benchmark or its fund peer group, it may contribute to underperformance by the Fund. In addition, the Fund indirectly pays
- 20 -
a portion of the expenses incurred by the underlying funds, which lowers performance. To the extent that the Funds allocations favor underlying funds with higher expenses, the overall cost
of investing paid by the Fund will be higher.
Please see
What are the Principal and Non-Principal Risks of Investing in the
Fund?
for a more detailed description of the risks of investing in the Fund. It is possible to lose money on an investment in the Fund. Investments in the Fund are not deposits or obligations of any bank, are not endorsed or guaranteed by
any bank and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance Information
As of the date
of this Prospectus, the Fund has not yet commenced operations. When the Fund has completed a full calendar year of investment operations, this section will include charts that show annual total returns, highest and lowest quarterly returns and
average annual total returns (before and after taxes) compared to a benchmark selected for the Fund. Updated performance information is available on the Funds website at crystalstrategyfunds.com or by calling
1-
-
-
.
Investment Adviser
Brinker Capital,
Inc. (the Adviser) is the investment adviser to the Fund.
[The Adviser, ALPS Series Trust (the Trust) and
ALPS Distributors, Inc. have applied for an exemptive order from the U.S. Securities and Exchange Commission that, if granted and relied upon by the Fund, would allow the Fund to invest in both affiliated and unaffiliated investment companies in
excess of the limits provided in Section 12(d)(1) of the 1940 Act, subject to the terms and conditions of such order. If the exemptive order is granted and relied upon, the Adviser will be responsible for determining the allocation of the
Funds assets among the various underlying funds, subject to the supervision of the Trusts Board of Trustees. It is possible that the exemptive order may not ultimately be granted.]
Portfolio Managers
The following
individuals are primarily responsible for the day-to-day management of the Funds portfolio:
William H. Miller
,
Chief Investment Officer of the Adviser since [year]. Mr. Miller has served as Lead Portfolio Manager of the Fund since its inception in 2013.
Stuart P. Quint, III, CFA
,
Senior Investment Manager and International Strategist of the Adviser since [year].
Mr. Quint has served as a Co-Portfolio Manager of the Fund since its inception in 2013.
- 21 -
Andrew T. Rosenberger, CFA
,
Senior Investment Manager of the Adviser since
[year]. Mr. Rosenberger has served as a Co-Portfolio Manager of the Fund since its inception in 2013.
Purchase and Sale of Fund Shares
The Fund offers investors three classes of shares: Classes A, I and R. The minimum initial investment in Class A shares is $1,000 for
non-qualified accounts and $500 for qualified accounts. The minimum subsequent investment in Class A shares is $50. The minimum initial investment in Class I shares is $100,000. There is no minimum subsequent investment for Class I
shares. There is no minimum investment for Class R shares. Investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund.
Purchases, exchanges and redemptions can generally be made only through institutional channels, such as financial intermediaries and
retirement platforms. You should contact your financial intermediary or refer to your plan documents for information on how to invest in the Fund.
Tax
Information
For U.S. federal income tax purposes, the Funds distributions are taxable and will be taxed as ordinary income or
capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be subject to U.S. federal income tax upon withdrawal of monies from those
arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediarys website for more information.
- 22 -
SUMMARY SECTION
Crystal Strategy Leveraged Alternative Fund (the Fund)
Investment Objective
The Fund seeks to provide capital appreciation and reduced correlation to traditional stock and bond markets through the use of leverage.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Expense information shown reflects
estimated annualized expenses the Fund expects to incur during its initial fiscal year. You may qualify for certain sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund.
|
|
|
|
|
|
|
|
|
Shareholder Fees
(fees paid
directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class I
|
|
Class R
|
Maximum sales charge (load) imposed
on purchases
(as a percentage of offering price)
|
|
|
|
5.50%
(1)
|
|
None
|
|
None
|
Maximum deferred sales charge (as a percentage of the lower of original
purchase price or redemption proceeds)
|
|
|
|
1.00%
(1)
|
|
None
|
|
None
|
Redemption Fee (as a percentage of amount redeemed within 60 days of
purchase)
|
|
|
|
1.50%
|
|
1.50%
|
|
1.50%
|
Annual Fund Operating Expenses
(expenses that you pay each year
as a percentage of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Class I
|
|
Class R
|
Management Fees
|
|
|
|
%
|
|
%
|
|
%
|
Distribution and Service (12b-1) Fees
|
|
|
|
0.25%
|
|
None
|
|
0.50%
|
Other
Expenses
(2)
|
|
|
|
[0.35%]
|
|
[0.35%]
|
|
[0.35%]
|
Acquired Fund Fees and Expenses
|
|
|
|
[0.70]%
|
|
[0.70]%
|
|
[0.70]%
|
Total Annual Fund Operating Expenses
|
|
|
|
%
|
|
%
|
|
%
|
Fee Waiver and Expense Reimbursement
(4)
|
|
|
|
%
|
|
%
|
|
%
|
- 23 -
|
|
|
|
|
|
|
Total Annual Fund Operating Expenses After Fee
Waiver/Expense Reimbursement
|
|
%
|
|
%
|
|
%
|
(1) If you invest $1 million or more, either as a lump sum or through the Funds accumulation or
letter of intent programs, you can purchase Class A shares without an initial sales charge (load); however, a Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class A shares redeemed within the first 12 months
after a purchase in excess of $1 million.
(2) Other Expenses are based on estimated amounts for the current fiscal
year.
(3) [Brinker Capital, Inc. (Brinker Capital or the Adviser) has contractually agreed to limit the
amount of the Funds Total Annual Fund Operating Expenses, exclusive of Distribution and Service (12b-1) fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses, to 1.75% of the Funds
average daily net assets. This agreement is in effect through January 31, [2015]. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the agreement described above to the extent that the
Funds expenses in later periods fall below the annual rates set forth in the relevant agreement. The Fund will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fees
and expense were deferred. The Adviser may not discontinue this waiver without the approval by the Funds Board of Trustees.]
Example
This example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds
operating expenses remain the same. The example takes into consideration the agreement by the Adviser to waive fees and reimburse expenses. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
Number of Years You
Own Your Shares
|
|
1 Year
|
|
3 Years
|
Class A
|
|
$
|
|
$
|
Class I
|
|
$
|
|
$
|
Class R
|
|
$
|
|
$
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and, for U.S. federal income tax purposes, may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the Example, affect the Funds performance.
- 24 -
Principal Investment Strategies of the Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies, such as exchange traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
The Portfolio Management Team (Team) will weigh a
number of different factors when considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets as well as bottom-up factors such
as our assessment of specific securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the
portfolio. In addition to investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or
underperform over time. Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time.
Similarly, given our multi-asset class global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the
potential to vary dramatically over time.
Principal Risks of the Fund
The Team will seek to manage the Fund to balance the potential risks and rewards that we believe are present at any given time and given
market. Due to the use of leverage, the Fund will be more aggressive in nature. Likewise, due to the underlying investment process, we believe that there is a strong likelihood that the Fund will perform notably different than traditional strategies
with comparable levels of volatility. Similarly, despite the ability to hedge and shift Fund exposures, due to the leveraged nature of the Fund, risks will be magnified and compounded.
Asset Allocation Risk.
Portfolio management may favor one or more types of investments or assets that underperform other investments,
assets, or securities markets as a whole. Anytime portfolio management buys or sells securities in order to adjust the Funds asset allocation, this adjustment will increase portfolio turnover and generate transaction costs.
- 25 -
Borrowing Risk.
Borrowing creates leverage. It also adds to Fund expenses and at times
could cause the Fund to sell securities when it otherwise might not want to.
Concentration Risk Underlying Funds.
Any
underlying fund that concentrates in a particular segment of the market (such as commodities, gold-related investments, infrastructure-related companies and real estate securities) will generally be more volatile than a fund that invests more
broadly. Any market price movements, regulatory or technological changes, or economic conditions affecting the particular market segment in which the underlying fund concentrates will have a significant impact on the underlying funds
performance. While the Fund does not concentrate in a particular industry, it may hold a significant position in an underlying fund, and there is risk for the Fund with respect to the aggregation of holdings of underlying funds. The aggregation of
holdings of underlying funds may result in the Fund indirectly having significant exposure to a particular industry or group of industries, or in a single issuer. Such indirect concentration may have the effect of increasing the volatility of the
Funds returns. The Fund does not control the investments of the underlying funds, and any indirect concentration occurs as a result of the underlying funds following their own investment objectives and strategies.
Conflict of Interest Risk.
Affiliates of the Adviser may participate in the primary and secondary market for senior loans. Because of
limitations imposed by applicable law, the presence of the Advisers affiliates in the senior loan market may restrict the Funds ability to participate in a restructuring of a senior loan or to acquire some senior loans, or affect the
timing or price of such acquisition.
Commodities-Related Investments Risk.
The commodities-linked derivatives instruments in which
the Fund invests tend to be more volatile than many other types of securities and may subject the Fund to special risks that do not apply to all derivatives transactions.
Counterparty Risk.
A financial institution or other counterparty with whom the Fund does business, or that underwrites, distributes or
guarantees any investments or contracts that the Fund owns or is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses for the Fund or could delay the return or delivery of
collateral or other assets to the Fund.
Credit Risk.
The Funds performance could be hurt if an issuer of a debt security
suffers an adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation. Credit risk is greater for lower-rated securities. Because the issuers of high-yield debt securities
or junk bonds (debt securities rated below the fourth highest credit rating category) may be in uncertain financial health, the prices of their debt securities can be more vulnerable to bad economic news or even the expectation of bad news, than
investment-grade debt securities.
Currency Strategies Risk.
The success of the currency strategies depends, in part, on
- 26 -
the effectiveness and implementation of portfolio managements proprietary models. If portfolio managements analysis proves to be incorrect, losses to the Fund may be significant and
may substantially exceed the intended level of market exposure for the currency strategies. As part of the currency strategies, the Fund will have substantial exposure to the risks of non-U.S. currency markets. Foreign currency rates may fluctuate
significantly over short periods of time for a number of reasons, including changes in interest rates and economic or political developments in the United States or abroad. As a result, the Funds exposure to foreign currencies could cause
lower returns or even losses to the Fund. Although portfolio management seeks to limit these risks through the aggregation of various long and short positions, there can be no assurance that it will be able to do so.
Derivatives Risk.
Risks associated with derivatives include the risk that the derivative is not well correlated with the security,
index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the Fund to the effects of economic leverage, which could increase the Funds exposure to the market and magnify potential losses.
Emerging Markets Risk.
Foreign investment risks are greater in emerging markets than in more developed markets. Investments in emerging
markets are often considered speculative.
Exchange-Traded Funds (ETFs) Risk.
Because ETFs trade on a securities exchange, their
shares may trade at a premium or discount to their net asset value. An ETF is subject to the risks of the assets in which it invests as well as those of the investment strategy it follows. The Fund incurs brokerage costs when it buys and sells
shares of an ETF and also bears its proportionate share of the ETFs fees and expenses, which are passed through to ETF shareholders.
Focus Risk.
To the extent that the Fund focuses its investments in particular industries, asset classes or sectors of the economy, any
market price movements, regulatory or technological changes, or economic conditions affecting companies in those industries, asset classes or sectors will have a significant impact on the Funds performance.
Foreign Investment Risk.
The Fund faces the risks inherent in foreign investing. Adverse political, economic or social developments
could undermine the value of the Funds investments or prevent the fund from realizing their full value. Financial reporting standards for companies based in foreign markets differ from those in the United States. Additionally, foreign
securities markets generally are smaller and less liquid than U.S. markets. To the extent that the Fund invests in non-U.S. dollar denominated foreign securities, changes in currency exchange rates may affect the U.S. dollar value of foreign
securities or the income or gain received on these securities.
Global Tactical Asset Allocation (GTAA) Risk.
GTAA is a top-down
based
- 27 -
investment strategy that attempts to produce favorable risk-adjusted returns by focusing on broad movements and asset allocation in global markets financial markets. The success of the GTAA
overlay strategy employed by certain underlying funds, depends in part on portfolio managements ability to analyze the correlation between various global markets and asset classes. If portfolio managements correlation analysis proves to
be incorrect, losses to the Fund may be significant and may substantially exceed the intended level of market exposure for the strategy.
Inflation-Indexed Bond Risk.
Any rise in interest rates may cause inflation-indexed bonds to decline in price, hurting Fund
performance. If interest rates rise due to reasons other than inflation, the Funds investment in these securities may not be fully protected from the effects of rising interest rates. The performance of any bonds that are indexed to non-U.S.
rates of inflation may be higher or lower than those indexed to U.S. inflation rates. The Funds actual returns could fail to match the real rate of inflation.
Infrastructure-Related Companies Risk.
Infrastructure-related companies can be affected by various factors, including general or local
economic conditions and political developments, changes in regulations, environmental problems, casualty losses and changes in interest rates.
Interest Rate Risk.
When interest rates rise, prices of debt securities generally decline. The longer the duration of the Funds
debt securities, the more sensitive it will be to interest rate changes.
Liquidity Risk.
In certain situations, it may be
difficult or impossible to sell an investment in an orderly fashion at an acceptable price.
Management Risk.
Incorrect investment
decisions and/or timing risk may result in the Fund not being able to deliver on its stated objective.
Non-Diversification Risk
Underlying Funds.
While the Fund is diversified, certain underlying funds may be classified as non-diversified under the 1940 Act. This means that the underlying fund may invest in securities of relatively few issuers. Thus, the performance of
one or a small number of portfolio holdings can affect overall performance of the underlying fund.
Options Risk.
The price of the
options, which is a function of interest rates, volatility, dividends, the exercise price, stock price and other market factors, may change rapidly over time. Price valuations or market movements may not justify purchasing put options on individual
securities, stock indexes and ETFs, or, if purchased, the options may expire unexercised, causing the Fund to lose the premium paid for the options. There may be an imperfect correlation between the prices of options and movements in the price of
the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. Over-the-counter options expose the Fund to counterparty risk.
Precious Metal-Related Investments Risk.
Prices of gold or other precious metals and
- 28 -
minerals-related stocks may move up and down rapidly, and have historically offered lower long-term performance than the U.S. stock market as a whole. Gold and other precious metals prices can be
influenced by a variety of economic, financial and political factors, especially inflation: when inflation is low or expected to fall, prices tend to be weak.
Prepayment and Extension Risk.
When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than
expected (prepayment risk), and the Fund may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus keeping the Funds
assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of the Funds share price and yield and could hurt Fund performance. Prepayments could also create capital
gains tax liability in some instances.
Pricing Risk.
If market conditions make it difficult to value some investments, the Fund
may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized upon such investments sale. As a result, you could pay more
than the market value when buying Fund shares or receive less than the market value when selling Fund shares.
Real Estate Securities
Risk.
Real estate companies can be affected by the risks associated with direct ownership of real estate, such as general or local economic conditions, increases in property taxes and operating expenses, liabilities or losses due to
environmental problems, falling rents (whether due to poor demand, increased competition, overbuilding, or limitations on rents), zoning changes, rising interest rates and losses from casualty or condemnation. In addition, many real estate
companies, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk. Further, REITs are dependent upon management skills and may not be diversified.
Security Selection Risk.
The securities in the Funds portfolio may decline in value. Portfolio management could be wrong in its
analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters.
Senior Loans
Risk.
Senior loans may not be rated by a rating agency, registered with the Securities and Exchange Commission or any state securities commission or listed on any national securities exchange. Therefore, there may be less publicly available
information about them than for registered or exchange-listed securities. Also, because portfolio management relies mainly on its own evaluation of the creditworthiness of borrowers, the Fund is particularly dependent on portfolio managements
analytical abilities. Senior loans involve other risks, including conflict of interest risk, credit risk, interest rate risk, liquidity risk and prepayment and extension risk.
Short Sale Risk.
If the Fund sells a security short and subsequently has to buy the
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security back at a higher price, the Fund will lose money on the transaction. Any loss will be increased by the amount of compensation, interest or dividends and transaction costs the Fund must
pay to a lender of the security. The amount the Fund could lose on a short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging
the Fund, could increase the exposure of the Fund to the market, increase losses and increase the volatility of returns.
Small Company
Risk.
Small company stocks tend to be more volatile than medium-sized or large company stocks. Small companies are less widely followed by stock analysts and less information about them is available to investors. Industry-wide reversals may have
a greater impact on small companies, since they may lack the financial resources of larger companies. Small company stocks are typically less liquid than large company stocks.
Stock Market Risk.
The Fund is affected by how the stock market performs. When stock prices fall, you should expect the value of your
investment to fall as well.
Sovereign Debt Risk.
A sovereign debtors willingness and ability to repay principal and interest
on issued debt securities may depend on, among other things, its cash flow situation, cash reserves, foreign exchange rates, changing economic policies and the local political climate. Sovereign debt risks are greater for emerging market issuers.
Subsidiary Risk.
Certain underlying funds may invest in a wholly owned subsidiary of the underlying fund (the
Subsidiary) that is not registered as an investment company under the 1940 Act, and therefore is not subject to all of the investor protections of the 1940 Act. Moreover, the underlying funds or the Subsidiaries may not be subject to the
full range of the investor protections of the Commodity Exchange Act in reliance on certain exemptions from the definition of commodity pool operator. A regulatory change in the United States or the Cayman Islands that impacts the Subsidiary or how
the underlying fund invests in the Subsidiary, such as a change in tax law, could adversely affect the underlying fund and the Fund. As a result of recent changes to certain exemptions from the definition of commodity pool operator under the
Commodities Exchange Act, such underlying funds and the Subsidiary may no longer be able to rely on such exemptions from registration under the Commodities Exchange Act or may be subject to some or all of the provisions of the Commodities Exchange
Act. The underlying funds and the Fund are exposed to the risks associated with the Subsidiarys investments, which generally include the risks of investing in derivatives and commodities-related investments.
Tax Status Risk.
Income from certain commodity-linked derivative instruments does not constitute qualifying income to the
Fund for purposes of qualification as a regulated investment company. If such income were determined to cause the Funds non-qualifying income to exceed 10% of the Funds gross income, the Fund would be subject to a tax at the
Fund level.
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Underlying Funds Risk.
Because the Fund may invest in underlying funds, the Funds
performance will be directly related to the performance of the underlying funds. To the extent that a given underlying fund underperforms its benchmark or its fund peer group, it may contribute to underperformance by the Fund. In addition, the Fund
indirectly pays a portion of the expenses incurred by the underlying funds, which lowers performance. To the extent that the Funds allocations favor underlying funds with higher expenses, the overall cost of investing paid by the Fund will be
higher.
Please see
What are the Principal and Non-Principal Risks of Investing in the Fund?
for a more detailed
description of the risks of investing in the Fund. It is possible to lose money on an investment in the Fund. Investments in the Fund are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Performance
Information
As of the date of this Prospectus, the Fund has not yet commenced operations. When the Fund has completed a full calendar
year of investment operations, this section will include charts that show annual total returns, highest and lowest quarterly returns and average annual total returns (before and after taxes) compared to a benchmark selected for the Fund. Updated
performance information is available on the Funds website at
www.crystalstrategyfunds.com
or by calling
1-
-
-
.
Investment Adviser
Brinker Capital,
Inc. (the Adviser) is the investment adviser to the Fund.
[The Adviser, ALPS Series Trust (the Trust) and
ALPS Distributors, Inc. have applied for an exemptive order from the U.S. Securities and Exchange Commission that, if granted and relied upon by the Fund, would allow the Fund to invest in both affiliated and unaffiliated investment companies in
excess of the limits provided in Section 12(d)(1) of the 1940 Act, subject to the terms and conditions of such order. If the exemptive order is granted and relied upon, the Adviser will be responsible for determining the allocation of the
Funds assets among the various underlying funds, subject to the supervision of the Trusts Board of Trustees. It is possible that the exemptive order may not ultimately be granted.]
Portfolio Managers
The following
individuals are primarily responsible for the day-to-day management of the Funds portfolio:
William H. Miller
,
Chief Investment Officer of the Adviser since [year]. Mr. Miller has served as Lead Portfolio Manager of the Fund since its inception in 2013.
- 31 -
Stuart P. Quint, III, CFA
,
Senior Investment Manager and International
Strategist of the Adviser since [year]. Mr. Quint has served as a Co-Portfolio Manager of the Fund since its inception in 2013.
Andrew T. Rosenberger, CFA
,
Senior Investment Manager of the Adviser since [year]. Mr. Rosenberger has served as a
Co-Portfolio Manager of the Fund since its inception in 2013.
Purchase and Sale of Fund Shares
The Fund offers investors three classes of shares: Classes A, I and R. The minimum initial investment in Class A shares is $1,000 for
non-qualified accounts and $500 for qualified accounts. The minimum subsequent investment in Class A shares is $50. The minimum initial investment in Class I shares is $100,000. There is no minimum subsequent investment for Class I
shares. There is no minimum investment for Class R shares. Investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund.
Purchases, exchanges and redemptions can generally be made only through institutional channels, such as financial intermediaries and
retirement platforms. You should contact your financial intermediary or refer to your plan documents for information on how to invest in the Fund.
Tax
Information
For U.S. federal income tax purposes, the Funds distributions are taxable and will be taxed as ordinary income or
capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be subject to U.S. federal income tax upon withdrawal of monies from those
arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay
the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediarys website for more information.
- 32 -
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
This section describes each Funds investment objectives and principal investment strategies. See
MORE ON EACH
FUNDS INVESTMENTS AND RELATED RISKS
in this Prospectus and the Statement of Additional Information for more information about the Funds investments and the risks of investing.
What are each Funds Investment Objectives?
Crystal Strategy Absolute Income Fund
The Fund seeks to provide current income and downside protection by emphasizing yield, absolute (positive) returns and managed volatility.
Crystal Strategy Absolute Return Fund
The Fund seeks to provide a balance between capital appreciation and downside protection by emphasizing absolute (positive) returns and
managed volatility.
Crystal Strategy Leveraged Alternative Fund
The Fund seeks to provide capital appreciation and reduced correlation to traditional stock and bond markets through the use of leverage.
While there is no assurance that a Fund will achieve its investment objective, each Fund endeavors to do so by following the strategies and
policies described in this Prospectus.
The Funds Board of Trustees (the Board) may change a Funds investment
objective or its principal investment strategies without a shareholder vote. Each Fund will notify you in writing at least sixty (60) days before making any such change. If there is a material change to a Funds investment objective or
principal investment strategies, you should consider whether the Fund remains an appropriate investment for you.
What are each Funds Principal
Investment Strategies?
Crystal Strategy Absolute Income Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies such as exchange-traded funds (ETFs) and open-end mutual funds. Also,
- 33 -
the Fund may engage in short sales of securities to hedge existing assets or profit against an anticipated decline in the price of the securities which are sold short.
The Portfolio Management Team (Team) will weigh a number of different factors when considering the merits of making changes to the
underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets, as well as bottom-up factors such as our assessment of specific securities may be considered when making changes.
While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the portfolio. In addition to investments owned long, where we generally
expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or underperform over time. Short positions may be held as relative value
spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time. Similarly, given our multi-asset class global view, long and short positions may span
across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the potential to vary dramatically over time.
Crystal Strategy Absolute Return Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies, such as exchange-traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
- 34 -
The Portfolio Management Team (Team) will weigh a number of different factors when
considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets, as well as bottom-up factors such as our assessment of specific
securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the portfolio. In addition to
investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or underperform over time.
Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time. Similarly, given our multi-asset class
global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the potential to vary dramatically over time.
Crystal Strategy Leveraged Alternative Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies, such as exchange traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
The Portfolio Management Team (Team) will weigh a
number of different factors when considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets as well as bottom-up factors such
as our assessment of specific securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the
portfolio. In addition to investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or
underperform over time. Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time.
Similarly, given our multi-asset class global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the
potential to vary dramatically over time.
- 35 -
MORE ON EACH FUNDS INVESTMENTS AND RELATED RISKS
Each Funds investment objective and its principal investment strategies are described above under
INVESTMENT OBJECTIVE
AND PRINCIPAL INVESTMENT STRATEGIES
.
This section provides additional information about each Funds investment strategies and certain portfolio management techniques the Funds may use, as well as the principal and other
risks that may affect each Funds portfolio. Additional information about some of these investments and portfolio management techniques and their associated risks is included in the Funds Statement of Additional Information
(SAI), which is available without charge upon request (see back cover).
What are the Principal Securities in Which the Funds Invest?
Convertible Securities
Each Fund may invest in one or more convertible securities. A convertible security is one that can be exchanged for a specified amount of
another, generally related security, at the option of the issuer and/or the holder.
Derivatives
Each Fund may invest in derivatives which are financial contracts whose values depend on, or are derived from, the values of underlying assets,
reference rates or indices. To manage risk or enhance return (including through the use of leverage), a Fund may invest in derivatives including options and futures and swap agreements. Each Fund may invest in futures contracts on equity and debt
securities, equity and debt indices and commodities. Each Fund may invest in option contracts on equity and debt securities, equity and debt indices, commodities and futures.
Option Contracts.
Each Fund may invest in options that trade on either an exchange or over-the-counter. By
buying a call option on a security, the Fund has the right, in return for the premium paid, to buy the security or commodity underlying the option at the exercise price. By writing (selling) a call option and receiving a premium, the Fund becomes
obligated, during the term of the option, to deliver the security or commodity underlying the option at the exercise price if the option is exercised. By buying a put option, the Fund has the right, in return for the premium, to sell the security or
commodity underlying the option at the exercise price. By writing a put option and receiving a premium, the Fund becomes obligated during the term of the option to purchase the security or commodity underlying the option at the exercise price. An
option on an index gives the holder the right to receive an amount of cash upon exercise of the option equal to the difference between the closing value of the index and the exercise price of the option. Receipt of this cash amount will depend upon
the closing level of the index upon which the option is based being greater than (in the case of a call) or less than (in the case of put) the exercise price of the option. Some stock index options are based on a market index such as the S&P 500
Index. When a Fund purchases an option on a futures contract, it acquires the right in return for the premium it pays to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put)
rather than to purchase
- 36 -
or sell stock, at a specified exercise price at any time during the period of the option. When a Fund writes an option on a futures contract, it becomes obligated, in return for the premium
received, to assume a position in the futures contract (a short position if the option is a call, a long position if the option is a put) at a specified exercise price at any time during the term of the option. If a Fund writes a call, it assumes a
short futures position. If a Fund writes a put, it assumes a long futures position. Upon exercise of the option, the delivery of the futures position to the purchaser of the option will be accompanied by transfer to the purchaser of an accumulated
balance representing the amount by which the market price of the futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the future.
Futures Contracts.
Each Fund may invest in futures that trade on either an exchange or over-the-counter. A
futures contract obligates the seller to deliver (and the purchaser to take delivery of) the specified security, commodity or currency underlying the contract on the expiration date of the contract at an agreed upon price. An index futures contract
obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount multiplied by the difference between the value of a specific index at the close of the last trading day of the contract and the price at
which the agreement is made. No physical delivery of the underlying securities in the index is made. Generally, these futures contracts are closed out prior to the expiration date of the contracts.
Swap Agreements.
A swap agreement is a commitment between two parties to make or receive payments based on
agreed upon terms and whose value and payments are derived by changes in the value of an underlying financial instrument. Interest rate swaps are contracts involving the exchange between two contracting parties of their respective commitments to pay
or receive interest (
e.g.
, an exchange of floating rate payments for fixed-rate payments). Credit default swaps are contracts whereby one party makes periodic payments to a counterparty in exchange for the right to receive from the
counterparty a payment equal to the par (or other agreed-upon) value of an underlying debt obligation in the event of default by the issuer of the debt security.
Equity and Equity-Related Securities
Each Fund may invest in all types of equity securities including common and preferred stock. Each Fund may invest in the equity securities of
companies of all sizes.
Exchange-Traded Notes
Each Fund may invest in exchange-traded notes (ETNs). ETNs are senior, unsecured, unsubordinated debt securities issued by a
financial institution, listed on an exchange and traded in the secondary market. They are designed to provide investors with a way to access the returns of market benchmarks. ETNs are not equities or index funds, but they do share several
characteristics. For example, like equities, they trade on an exchange and can be shorted. Like an index fund, they are linked to the return of a reference index.
- 37 -
Fixed-Income Securities
Each Fund may invest in debt securities of varying maturities and durations, including both corporate debt securities and securities issued or
guaranteed as to principal and interest by the U.S. government or its agencies, instrumentalities or sponsored entities. Debt securities may have fixed or variable/floating rates. Each Fund may invest in debt securities that have credit ratings of
below investment grade debt (
i.e.
, junk bonds). Securities that are rated lower than investment grade generally provide high income in an effort to compensate investors for their higher risk of default, which is the failure to
make required interest or principal payments. Issuers of below investment grade debt include small or relatively new companies lacking the history or capital to merit investment grade status, former blue chip companies downgraded because of
financial problems, companies electing to borrow heavily to finance or avoid takeover or buyout and firms with heavy debt loads.
Foreign Securities
Each Fund may invest in equity securities issued by companies organized outside of the United States, including both developed and emerging
markets. Each Fund may also invest in debt securities of U.S. and foreign governments, government-related agencies and companies. Foreign securities may include American Depositary Receipts (ADRs). While the Funds value all their
investments in U.S. dollars, foreign securities may be denominated and/or traded in foreign currencies.
Leverage
Each Fund may use leverage in an effort to increase its returns. Leverage exists when cash made available to the Fund through an investment
technique is used to make additional investments. Borrowing for other than temporary or emergency purposes, investments in certain derivatives, short sales and futures contracts and forward currency contracts and engaging in forward commitment
transactions are examples of transactions that result in leverage. A Fund will only use these investment techniques when the Adviser believes that the leveraging and the returns available to the Fund from investing the cash will provide investors a
potentially higher return subject to the restrictions of the 1940 Act.
Mortgage-Backed/Asset-Backed Securities
Each Fund may invest in mortgage-backed securities which are securities that directly or indirectly represent participations in, or are
collateralized by, payable from mortgage loans secured by real property. Mortgage-backed securities represent pools of mortgage loans assembled for sale to investors by various governmental agencies such as Government National Mortgage Association
(GNMA) and government-related organizations such as Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC), as well as by non-governmental issuers such as commercial banks,
savings and loan institutions, mortgage bankers and private mortgage insurance companies. Other asset-backed securities may be collateralized by other loans or assets and receivables. Although certain asset-backed securities are guaranteed by a
third party or are otherwise similarly secured, the market value of these securities, which may fluctuate, is not secured.
- 38 -
Other Investment Companies
Each Fund may invest in securities of other investment companies, including exchange-traded funds (ETFs) (including leveraged
ETFs), open-end funds and closed-end funds. An ETF is an investment company that seeks to track the performance of an index by holding in its portfolio shares of all the companies, or a representative sample of the companies, that are components of
a particular index. Each Fund may invest in ETFs both to supplement and to fill particular asset classes or sectors, particularly international equities, emerging markets, fixed-income and alternative investments. Closed-end funds are investment
companies that typically issue a fixed number of shares that trade on a securities exchange or over-the-counter. The risks of investment in other investment companies typically reflect the risk of the types of securities in which the funds invest.
Investments in ETFs and closed-end funds are subject to the additional risk that shares of the ETF or closed-end fund may trade at a premium or discount to their net asset value per share. When a Fund invests in another investment company,
shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Repurchase Agreements
In a repurchase agreement, a Fund acquires a security for a short time while agreeing to sell it back at a designated price and time. The
agreement creates a fixed rate of return not subject to market fluctuations. A Fund enters into these agreements generally with member banks of the Federal Reserve System or certain non-bank dealers; these counterparties collateralize the
transaction.
Short Sales
Each Fund may seek to hedge investments or realize additional gains through the use of short sales. Short sales are transactions in which a
Fund sells a security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, a Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the
security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required
to repay the lender any dividends or interest that accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale
will be retained by the broker (or by the Funds custodian in a special custody account), to the extent necessary to meet margin requirements, until the short position is closed out. A Fund also will incur transaction costs in effecting short
sales.
What are the Non-Principal Investment Strategies of the Funds?
Illiquid Investments
Each Fund may invest up to 15% of its net assets in illiquid investments. An illiquid investment is a security or other position that cannot be
disposed of quickly in the normal course of business (within seven days). For example, some securities are not registered
- 39 -
under U.S. securities laws and cannot be sold to the U.S. public because of SEC regulations (these are known as restricted securities). Under procedures adopted by the Board of
Trustees, certain restricted securities may be deemed liquid and will not be counted toward this 15% limit.
U.S. Government
Securities
These are fixed-income obligations of the U.S. government and its various agencies. U.S. government securities issued
by the U.S. Treasury (bills, notes and bonds) are backed by the full faith and credit of the federal government. Some government securities not issued by the U.S. Treasury also carry the governments full faith and credit backing on principal
or interest payments. Some securities are backed by the issuers right to borrow from the U.S. Treasury and some are backed only by the credit of the issuing organization. All government securities are considered highly creditworthy. This
guarantee, however, does not extend to the market prices for such securities, which can fluctuate.
Cash Position
A Fund may not always stay fully invested. For example, when the Adviser believes that market conditions are unfavorable for profitable
investing, or when it is otherwise unable to locate attractive investment opportunities, a Funds cash or similar investments may increase. In other words, cash or similar investments generally are a residual they represent the assets
that remain after a Fund has committed available assets to desirable investment opportunities. When a Funds investments in cash or similar investments increase, it may not participate in market advance or declines to the same extent that it
would if the Fund remained more fully invested.
DISCUSSION OF PRINCIPAL AND NON-PRINCIPAL RISKS
There are inherent risks associated with each Funds principal investment strategies. The factors that are most likely to have a material
effect on a particular Funds investment portfolio as a whole are called principal risks. The principal risks of each Fund are summarized in each Funds Summary Section above and further described following the
table. The table below identifies the principal (P) and non-principal (NP) risks of each Fund. Each Fund may be subject to additional risks other than those described because the types of investments made by a Fund may change
over time. Because the Funds invest in other investment companies, they will be subject to the same risks of the other investment companies to the extent of their investment. For additional information regarding risks of investing in the Funds,
please see the Statement of Additional Information. It is important to read all the disclosure information provided and to understand that you may lose money by investing in the Funds.
- 40 -
|
|
|
|
|
|
|
|
|
Crystal
Strategy
Absolute
Income
Fund
|
|
Crystal
Strategy
Absolute
Return
Fund
|
|
Crystal
Strategy
Leveraged
Alternative
Fund
|
Asset Allocation Risk
|
|
P
|
|
P
|
|
P
|
Borrowing Risk
|
|
P
|
|
P
|
|
P
|
Concentration Risk Underlying Funds
|
|
P
|
|
P
|
|
P
|
Conflict of Interest Risk
|
|
P
|
|
P
|
|
P
|
Commodities-Related Investments Risk
|
|
P
|
|
P
|
|
P
|
Counterparty Risk
|
|
P
|
|
P
|
|
P
|
Credit Risk
|
|
P
|
|
P
|
|
P
|
Currency Strategies Risk
|
|
P
|
|
P
|
|
P
|
Derivatives Risk
|
|
P
|
|
P
|
|
P
|
Emerging Markets Risk
|
|
P
|
|
P
|
|
P
|
Exchange-Traded Funds (ETFs) Risk
|
|
P
|
|
P
|
|
P
|
Focus Risk
|
|
P
|
|
P
|
|
P
|
Foreign Investment Risk
|
|
P
|
|
P
|
|
P
|
Global Tactical Asset Allocation (GTAA) Risk
|
|
P
|
|
P
|
|
P
|
Inflation-Indexed Bond Risk
|
|
P
|
|
P
|
|
P
|
Infrastructure-Related Companies Risk
|
|
P
|
|
P
|
|
P
|
Interest Rate Risk
|
|
P
|
|
P
|
|
P
|
Liquidity Risk
|
|
P
|
|
P
|
|
P
|
New Fund Risk
|
|
NP
|
|
NP
|
|
NP
|
Management Risk
|
|
P
|
|
P
|
|
P
|
Non-Diversification Risk Underlying Funds
|
|
P
|
|
P
|
|
P
|
Options Risk
|
|
P
|
|
P
|
|
P
|
Portfolio Turnover
|
|
NP
|
|
NP
|
|
NP
|
Precious Metal-Related Investments Risk
|
|
P
|
|
P
|
|
P
|
Prepayment and Extension Risk
|
|
P
|
|
P
|
|
P
|
Pricing Risk
|
|
P
|
|
P
|
|
P
|
Real Estate Securities Risk
|
|
P
|
|
P
|
|
P
|
Security Selection Risk
|
|
P
|
|
P
|
|
P
|
Senior Loans Risk
|
|
P
|
|
P
|
|
P
|
Short Sale Risk
|
|
P
|
|
P
|
|
P
|
Small Company Risk
|
|
P
|
|
P
|
|
P
|
Stock Market Risk
|
|
P
|
|
P
|
|
P
|
Sovereign Debt Risk
|
|
P
|
|
P
|
|
P
|
Subsidiary Risk
|
|
P
|
|
P
|
|
P
|
Tax Status Risk
|
|
P
|
|
P
|
|
P
|
Temporary Investments and Risks
|
|
NP
|
|
NP
|
|
NP
|
Underlying Funds Risk
|
|
P
|
|
P
|
|
P
|
Asset Allocation Risk.
Portfolio management may favor one or more types of investments or assets that
underperform other investments, assets, or securities markets as a whole. Anytime portfolio management buys or sells securities in order to adjust a
- 41 -
Funds asset allocation this adjustment will increase portfolio turnover and generate transaction costs.
Borrowing Risk.
Borrowing creates leverage. It also adds to Fund expenses and at times could cause the Fund to sell securities when it
otherwise might not want to.
To the extent that a Fund borrows money and then invests that money, it creates leverage, in that the Fund
is exposed to investment risks through the securities it has pledged for collateral as well as through the investments it purchases with the money borrowed against that collateral. This leverage means that changes in the prices of securities the
Fund owns will have a greater effect on the share price of the Fund. A Fund incurs interest expense and other costs when it borrows money; therefore, unless returns on assets acquired with borrowed funds are greater than the costs of borrowing,
performance will be lower than it would have been without any borrowing. When a Fund borrows money it must comply with certain asset coverage requirements, which at times may require the Fund to dispose of some of its portfolio holdings even though
it may be disadvantageous to do so at that time.
Concentration Risk Underlying Funds.
Any underlying fund that concentrates
in a particular segment of the market (such as commodities, gold-related investments, infrastructure-related companies and real estate securities) will generally be more volatile than a fund that invests more broadly. Any market price movements,
regulatory or technological changes, or economic conditions affecting the particular market segment in which the underlying fund concentrates will have a significant impact on the underlying funds performance.
While the Funds do not concentrate in a particular industry, a Fund may hold a significant position in an underlying fund, and there is risk
for the Fund with respect to the aggregation of holdings of underlying funds. The aggregation of holdings of underlying funds may result in a Fund indirectly having significant exposure to a particular industry or group of industries, or in a single
issuer. Such indirect concentration may have the effect of increasing the volatility of the Funds returns. The Funds do not control the investments of the underlying funds, and any indirect concentration occurs as a result of the underlying
funds following their own investment objectives and strategies.
Conflict of Interest Risk.
Affiliates of the Adviser may
participate in the primary and secondary market for senior loans. Because of limitations imposed by applicable law, the presence of the Advisers affiliates in the senior loan market may restrict a Funds ability to participate in a
restructuring of a senior loan or to acquire some senior loans, or affect the timing or price of such acquisition.
If the Adviser wishes
to invest in the publicly traded securities of a borrower, it may not have access to material non-public information regarding the borrower to which other lenders have access.
- 42 -
Commodities-Related Investments Risk.
The commodities-linked derivatives instruments in
which the Funds invest tend to be more volatile than many other types of securities and may subject a Fund to special risks that do not apply to all derivatives transactions.
The value of a commodity-linked derivative investment generally is based upon the price movements of a physical commodity (such as energy,
minerals, or agricultural products), a futures contract, swap or commodity index, or other economic variables linked to changes in the value of commodities or the commodities markets. 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, changes in storage costs,
embargoes, tariffs, policies of commodity cartels and international economic, political and regulatory developments. Also, a liquid secondary market may not exist for the types of commodity-linked derivative instruments a Fund buys, which may make
it difficult for the Fund to sell them at an acceptable price. To the extent a Fund intends to qualify as a regulated investment company under the Internal Revenue Code, the Funds ability to gain exposure to commodity-linked instruments may be
limited.
Counterparty Risk.
A financial institution or other counterparty with whom a Fund does business, or that underwrites,
distributes or guarantees any investments or contracts that a Fund owns or is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses for the Fund or could delay the return or
delivery of collateral or other assets to the Fund.
Credit Risk.
A Funds performance could be hurt if an issuer of a debt
security suffers an adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation. Credit risk is greater for lower-rated securities. Because the issuers of high-yield debt
securities or junk bonds (debt securities rated below the fourth highest credit rating category) may be in uncertain financial health, the prices of their debt securities can be more vulnerable to bad economic news or even the expectation of bad
news, than investment-grade debt securities. For securities that rely on third-party guarantors to support their credit quality, the same risks may apply if the financial condition of the guarantor deteriorates or the guarantor ceases insuring
municipal bonds. Because guarantors may insure many types of bonds, including subprime mortgage bonds and other high-risk bonds, their financial condition could deteriorate as a result of events that have little or no connection to securities owned
by the Fund.
Some securities issued by U.S. Government agencies or instrumentalities are backed by the full faith and credit of the U.S.
Government. Other securities that are supported only by the credit of the issuing agency or instrumentality are subject to greater credit risk than securities backed by the full faith and credit of the U.S. Government. This is because the U.S.
Government might provide financial support, but has no obligation to do so, if there is a potential or actual loss of principal or failure to make interest payments.
- 43 -
Currency Strategies Risk.
The success of the currency strategies depends, in part, on the
effectiveness and implementation of portfolio managements proprietary models. If portfolio managements analysis proves to be incorrect, losses to a Fund may be significant and may substantially exceed the intended level of market
exposure for the currency strategies. As part of the currency strategies, the Funds will have substantial exposure to the risks of non-U.S. currency markets. Foreign currency rates may fluctuate significantly over short periods of time for a number
of reasons, including changes in interest rates and economic or political developments in the United States or abroad. As a result, a Funds exposure to foreign currencies could cause lower returns or even losses to the Fund. Although portfolio
management seeks to limit these risks through the aggregation of various long and short positions, there can be no assurance that it will be able to do so.
Derivatives Risk.
Risks associated with derivatives include the risk that the derivative is not well correlated with the security,
index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that a Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose a Fund to the effects of economic leverage, which could increase the Funds exposure to the market and magnify potential losses.
There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even
losses to the Funds. The use of derivatives by a fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. In addition, derivative instruments whose values are tied to the value of hedge
funds will be subject to the risks of the assets held by the hedge fund, structural risks of hedge funds (
e.g.,
liquidity risk and transparency risk) and pricing risk.
Emerging Markets Risk.
Foreign investment risks are greater in emerging markets than in more developed markets. Investments in emerging
markets are often considered speculative. Emerging market countries typically have economic and political systems that are less developed, and can be expected to be less stable than developed markets. For example, the economies of such countries can
be subject to rapid and unpredictable rates of inflation or deflation.
Exchange-Traded Funds (ETFs) Risk.
Because ETFs trade on a
securities exchange, their shares may trade at a premium or discount to their net asset value. An ETF is subject to the risks of the assets in which it invests as well as those of the investment strategy it follows. The Funds incur brokerage costs
when they buys and sell shares of an ETF and also bear their proportionate share of the ETFs fees and expenses, which are passed through to ETF shareholders.
Fees and expenses incurred by an ETF may include trading costs, operating expenses, licensing fees, trustee fees and marketing expenses. With
an index ETF, these costs may
- 44 -
contribute to the ETF not fully matching the performance of the index it is designed to track.
Focus Risk.
To the extent that a Fund focuses its investments in particular industries, asset classes or sectors of the economy, any
market price movements, regulatory or technological changes, or economic conditions affecting companies in those industries, asset classes or sectors will have a significant impact on the Funds performance.
Foreign Investment Risk.
The Funds face the risks inherent in foreign investing. Adverse political, economic or social developments
could undermine the value of a Funds investments or prevent a Fund from realizing its full value. Financial reporting standards for companies based in foreign markets differ from those in the United States. Additionally, foreign securities
markets generally are smaller and less liquid than U.S. markets. To the extent that a Fund invests in non-U.S. dollar denominated foreign securities, changes in currency exchange rates may affect the U.S. dollar value of foreign securities or the
income or gain received on these securities. Foreign governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency exchange or seize foreign investments. The investments of a
Fund may also be subject to foreign withholding taxes. Foreign brokerage commissions and other fees are generally higher than those for U.S. investments, and the transactions and custody of foreign assets may involve delays in payment, delivery or
recovery of money or investments. Foreign markets can have liquidity risks beyond those typical of U.S. markets. Because foreign exchanges generally are smaller and less liquid than U.S. exchanges, buying and selling foreign investments can be more
difficult and costly. Relatively small transactions can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible to sell an investment in an orderly fashion at a price that
approaches portfolio managements estimate of its value. For the same reason, it may at times be difficult to value a Funds foreign investments.
Global Tactical Asset Allocation (GTAA) Risk.
GTAA is a top-down based investment strategy that attempts to produce favorable
risk-adjusted returns by focusing on broad movements and asset allocation in global markets financial markets. The success of the GTAA overlay strategy employed by certain underlying funds, depends in part on portfolio managements ability to
analyze the correlation between various global markets and asset classes. If portfolio managements correlation analysis proves to be incorrect, losses to a Fund may be significant and may substantially exceed the intended level of market
exposure for the strategy.
Infrastructure-Related Companies Risk.
Infrastructure-related companies can be affected by various
factors, including general or local economic conditions and political developments, changes in regulations, environmental problems, casualty losses and changes in interest rates.
- 45 -
Interest Rate Risk.
When interest rates rise, prices of debt securities generally decline.
The longer the duration of a Funds debt securities, the more sensitive it will be to interest rate changes.
Inflation-Indexed
Bond Risk.
Any rise in interest rates may cause inflation-indexed bonds to decline in price, hurting fund performance. If interest rates rise due to reasons other than inflation, a Funds investment in these securities may not be fully
protected from the effects of rising interest rates. The performance of any bonds that are indexed to non-U.S. rates of inflation may be higher or lower than those indexed to U.S. inflation rates. A Funds actual returns could fail to match the
real rate of inflation.
Liquidity Risk.
In certain situations, it may be difficult or impossible to sell an investment in an
orderly fashion at an acceptable price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades primarily on smaller markets, and for investments that typically trade only among a
limited number of large investors (such as certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected by a degree of liquidity risk. This may affect only certain securities
or an overall securities market.
New Fund Risk.
Each Fund is newly formed and therefore has limited or no performance history for
investors to evaluate. Also, a Fund may invest in certain types of securities or geographic areas that, because of the Funds size, may have a disproportionate impact on the Funds performance results. The Fund would not necessarily have
achieved the same performance results if aggregate net assets had been greater.
Management Risk.
Incorrect investment decisions
and/or timing risk may result in a Fund not being able to deliver on its stated objective.
Non-Diversification Risk Underlying
Funds.
While the Funds are diversified, certain underlying funds may be classified as non-diversified under the Investment Company Act of 1940. This means that the underlying fund may invest in securities of relatively few issuers. Thus, the
performance of one or a small number of portfolio holdings can affect overall performance of the underlying fund.
Options Risk.
The price of the options, which is a function of interest rates, volatility, dividends, the exercise price, stock price and other market factors, may change rapidly over time. Price valuations or market movements may not justify purchasing put
options on individual securities, stock indexes and ETFs, or, if purchased, the options may expire unexercised, causing a Fund to lose the premium paid for the options. There may be an imperfect correlation between the prices of options and
movements in the price of the securities (or indices) hedged or used for cover which may cause a given hedge not to achieve its objective. Over-the-counter options expose a Fund to counterparty risk.
Portfolio Turnover.
The length of time a Fund has held a particular security is not
- 46 -
generally a consideration in investment decisions. A change in the securities held by the Fund is known as portfolio turnover. Although the Funds do not engage in active and frequent
trading of securities as a primary investment strategy, a Fund may engage in active and frequent trading of portfolio securities to achieve its investment objective and principal investment strategies, particularly during periods of volatile market
movements. Higher portfolio turnover involves correspondingly greater expenses to a Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities, although such
expenses are not reflected in a Funds Fees and Expenses table. Such sales may also result in realization of taxable capital gains, specifically short-term capital gains, which are taxed at ordinary U.S. federal income tax rates when
distributed to shareholders who are individuals. The trading costs and tax effects associated with portfolio turnover may adversely affect a Funds performance.
Precious Metal-Related Investments Risk.
Prices of gold or other precious metals and minerals-related stocks may move up and down
rapidly, and have historically offered lower long-term performance than the U.S. stock market as a whole. Gold and other precious metals prices can be influenced by a variety of economic, financial and political factors, especially inflation: when
inflation is low or expected to fall, prices tend to be weak.
Prepayment and Extension Risk.
When interest rates fall, issuers of
high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and the Funds may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts
later than expected (extension risk), thus keeping the funds assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates could increase the volatility of a Funds share price and yield and
could hurt fund performance. Prepayments could also create capital gains tax liability in some instances.
Pricing Risk.
If market
conditions make it difficult to value some investments, a Fund may value these investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could be different than the value realized
upon such investments sale. As a result, you could pay more than the market value when buying fund shares or receive less than the market value when selling Fund shares.
Secondary markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
a Fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline in the Funds net asset value.
Real Estate Securities Risk.
Real estate companies can be affected by the risks associated with direct ownership of real estate, such
as general or local economic conditions, increases in property taxes and operating expenses, liabilities or losses due to environmental problems, falling rents (whether due to poor demand, increased
- 47 -
competition, overbuilding, or limitations on rents), zoning changes, rising interest rates and losses from casualty or condemnation. In addition, many real estate companies, including REITs,
utilize leverage (and some may be highly leveraged), which increases investment risk. Further, REITs are dependent upon management skills and may not be diversified.
Security Selection Risk.
The securities in a Funds portfolio may decline in value. Portfolio management could be wrong in its
analysis of industries, companies, economic trends, the relative attractiveness of different securities or other matters.
Senior Loans
Risk.
Senior loans may not be rated by a rating agency, registered with the Securities and Exchange Commission or any state securities commission or listed on any national securities exchange. Therefore, there may be less publicly available
information about them than for registered or exchange-listed securities. Also, because portfolio management relies mainly on its own evaluation of the creditworthiness of borrowers, the Fund are particularly dependent on portfolio managements
analytical abilities. Senior loans involve other risks, including conflict of interest risk, credit risk, interest rate risk, liquidity risk and prepayment and extension risk.
Short Sale Risk.
If a Fund sells a security short and subsequently has to buy the security back at a higher price, the Fund will lose
money on the transaction. Any loss will be increased by the amount of compensation, interest or dividends and transaction costs the Fund must pay to a lender of the security. The amount a Fund could lose on a short sale is theoretically unlimited
(as compared to a long position, where the maximum loss is the amount invested). The use of short sales, which has the effect of leveraging a Fund, could increase the exposure of the Fund to the market, increase losses and increase the volatility of
returns.
Small Company Risk.
Small company stocks tend to be more volatile than medium-sized or large company stocks. Small
companies are less widely followed by stock analysts and less information about them is available to investors. Industry-wide reversals may have a greater impact on small companies, since they may lack the financial resources of larger companies.
Small company stocks are typically less liquid than large company stocks.
Stock Market Risk.
The Funds are affected by how the
stock market performs. When stock prices fall, you should expect the value of your investment to fall as well.
Stock prices can be hurt
by poor management, shrinking product demand and other business risks. These factors may affect single companies as well as groups of companies. In addition, movements in financial markets may adversely affect a stocks price, regardless of how
well the company performs.
Sovereign Debt Risk.
A sovereign debtors willingness and ability to repay principal and interest
on issued debt securities may depend on, among other things, its cash flow situation, cash reserves, foreign exchange rates, changing economic policies and the local
- 48 -
political climate. Sovereign debt risks are greater for emerging market issuers.
Subsidiary Risk.
Certain underlying funds may invest in a wholly owned subsidiary of the underlying fund (the Subsidiary)
that is not registered as an investment company under the Investment Company Act of 1940, and therefore is not subject to all of the investor protections of the Investment Company Act of 1940. Moreover, the underlying funds or the Subsidiaries may
not be subject to the full range of investor protections of the Commodity Exchange Act in reliance on certain exemptions from the definition of commodity pool operator. A regulatory change in the United States or the Cayman Islands that impacts the
Subsidiary or how the underlying fund invests in the Subsidiary, such as a change in tax law, could adversely affect the underlying fund and the Funds. As a result of recent changes to certain exemptions from the definition of commodity pool
operator under the Commodities Exchange Act, such underlying funds and the Subsidiary may no longer be able to rely on such exemptions from registration under the Commodities Exchange Act or may be subject to some or all of the provisions of the
Commodities Exchange Act. The underlying funds and the Funds are exposed to the risks associated with the Subsidiarys investments, which generally include the risks of investing in derivatives and commodities-related investments.
Temporary Investments and Risks.
A Fund may, from time to time, invest all of its assets in short-term instruments when the Adviser
determines that adverse market, economic, political or other conditions call for a temporary defensive posture. Such a defensive position may result in a Fund failing to achieve its investment objective.
Tax Status Risk.
Income from certain commodity-linked derivative instruments does not constitute qualifying income to the
fund for purposes of qualification as a regulated investment company. If such income were determined to cause a Funds nonqualifying income to exceed 10% of the funds gross income, the Fund would be subject to a tax at the
Fund level.
Underlying Funds Risk.
Because the Funds may invest in underlying funds, a Funds performance will be directly
related to the performance of the underlying funds. To the extent that a given underlying fund underperforms its benchmark or its fund peer group, it may contribute to underperformance by a Fund. In addition, the Funds indirectly pay a portion of
the expenses incurred by the underlying funds, which lowers performance. To the extent that a Funds allocations favor underlying funds with higher expenses, the overall cost of investing paid by the Fund will be higher.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Trusts policies and procedures with respect to the disclosure of the Funds portfolio securities are described in the
Funds Statement of Additional Information.
MANAGEMENT
Brinker Capital, Inc. (Brinker Capital or the Adviser), subject to the authority of the
- 49 -
Board of Trustees, is responsible for the overall management and administration of the Funds business affairs. The Adviser commenced business operations in 1987 and is registered with the
U.S. Securities and Exchange Commission as an investment adviser. As of September 30, 2013, the Adviser had investment management authority with respect to approximately $
billion in
assets. The Advisers principal address is 1055 Westlakes Drive, Suite 250, Berwyn, Pennsylvania, 19312.
Pursuant to the Investment
Advisory Agreement (the Advisory Agreement) with the Adviser, each Fund pays the Adviser an annual management fee of 0.
% based on the Funds average daily net assets. The management fee is paid on a
monthly basis. The initial term of the Investment Advisory Agreement is two years. The Board may extend the Investment Advisory Agreement for additional one-year terms. The Board, shareholders of the Funds or the Adviser may terminate the Investment
Advisory Agreement upon sixty (60) days notice. A discussion regarding the basis for the Boards approval of the Funds Investment Advisory Agreement will be provided in the Funds semi-annual report to shareholders for the
period ended March 31, 2014.
[The Adviser has contractually agreed to limit the amount of each Funds Total Annual Fund
Operating Expenses, exclusive of Distribution and Service (12b-1) fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses, to 1.75% of the Funds average daily net assets. This agreement is
in effect through January 31, [2015]. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the agreement described above to the extent that the Funds expenses in later periods fall below the
annual rates set forth in the relevant agreement. The Funds will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fees and expense were deferred. The Adviser may not
discontinue this waiver without the approval by the Board of Trustees.]
THE PORTFOLIO MANAGERS
The portfolio managers are primarily responsible for the day-to-day operation of the Funds. Each of the persons listed below has served as the
Funds portfolio managers since each Funds inception.
Information about each portfolio manager, including information about
each portfolio managers business experience, appears below. More information about each portfolio managers compensation, other accounts managed by each portfolio manager and each portfolio managers ownership of securities in the
Funds is included in the SAI.
- 50 -
William H. Miller
Mr. Miller has been Chief Investment Officer of Brinker Capital since
[
]. Mr. Millers investment experience of almost 30 years includes the management and launch of Nationwide Insurances Investor Destination Series of passive asset allocation
funds and Optimal Funds, an active management product. Prior to this, he held senior positions at Putnam Investments, a mutual fund company, and Delaware Capital Management, an asset management firm. Mr. Miller holds a B.A. in Economics from
Trinity College.
Stuart P. Quint, III, CFA
Mr. Quint has been Senior Investment Manager and International Strategist of Brinker Capital since
[
]. He has over 20 years of experience analyzing and managing investment portfolios in developed and emerging markets. Prior to joining Brinker Capital, Mr. Quint was an Investment Manager
with Aberdeen Asset Management (formerly Gartmore Global Investments), an asset management firm (from [year-year]). Prior to this, he worked in various portfolio management roles involving emerging markets at LF Capital/Friends Ivory Sime, a private
equity firm (from [year-year]), and Montgomery Asset Management, an asset management firm (from [year-year]). Mr. Quint graduated
cum laude
with a B.S./B.A. dual degree from the University of Pennsylvania.
Andrew T. Rosenberger, CFA
Mr. Rosenberger has been Senior Investment Manager of Brinker Capital since
[
]. His prior experience at Brinker Capital includes the position of Quantitative Investment manager (from [year-year]) and a member of the Institutional Investments & Private Client
Group (from [year-year]). Mr. Rosenberger earned his B.S. degree in Economics from Pennsylvania State University.
Prior Performance of Similar
Accounts Managed by the Adviser
Crystal Strategy Absolute Income Fund
As of the filing date of this prospectus, the Crystal Strategy Absolute Income Fund has not commenced operations. The following performance
information is from the separate account composite of the Brinker Capital Diversified Income portfolio (the Comparable Income Portfolio). Total separate accounts assets for the Comparable Income Portfolio are approximately
$233.2 million [as of August 31, 2013]. The Adviser serves as investment adviser to both the Crystal Strategy Absolute Income Fund and the Comparable Income Portfolio. Likewise, the Crystal Strategy Absolute Income Fund and Comparable
Income Portfolio also share the same portfolio management team. The Crystal Strategy Absolute Income Fund will be managed substantially similarly to that of the Comparable Income Portfolio and therefore the performance information approximates the
risks of investing in the Crystal Strategy Absolute Income Fund.
The information illustrates how the performance of the Comparable Income
Portfolio has varied from year to year. The table provides the annualized returns for the YTD, 1-year, 3-year and since inception periods (when available) and how they compare to that of an absolute return goal
- 51 -
(CPI, SA), as well as an index which broadly represents the hedged style with which the Adviser manages this strategy (HFRX Global Hedge Fund). The index is not actively managed and is not
available for direct investment. The past performance of the Comparable Income Portfolio is no guarantee of future results or trends. The returns are calculated net (after the deduction) of advisory fees payable to Brinker Capital or other expenses
for services not covered by the advisory fee. These fees and expenses will reduce your return.
The performance of the Comparable
Income Portfolio does not represent the historical performance of the Crystal Strategy Absolute Income Fund in this Prospectus and should not be considered indicative of future performance of that Fund.
Results may differ because of, among other
things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, availability of cash for new
investments, as well as potential implementation differences related to availability of certain investment strategies. In addition, the accounts included in the Comparable Income Portfolio are not subject to certain investment limitations,
diversification or other restrictions imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended (the Code) which, if applicable, may have adversely affected the performance results of that composite.
Crystal Strategy Absolute Return Fund
As of the filing date of this prospectus, the Crystal Strategy Absolute Return Fund has not commenced operations. The following performance
information is from the separate account composite of the Brinker Capital Crystal Strategy I portfolio (the Comparable Return Portfolio). Total separate accounts assets for the Comparable Return Portfolio are approximately
$1,385.5 million [as of August 31, 2013]. The Adviser serves as investment adviser to both the Crystal Strategy Absolute Return Fund and the Comparable Return Portfolio. Likewise, the Crystal Strategy Absolute Return Fund and the
Comparable Return Portfolio also share the same portfolio management team. The Crystal Strategy Absolute Return Fund will be managed substantially similarly to that of the Comparable Return Portfolio and therefore the performance information
approximates the risks of investing in the Crystal Strategy Absolute Return Fund.
The information illustrates how the performance of the
Comparable Return Portfolio has varied from year to year. The table provides the annualized returns for the YTD, 1, 3 and since inception periods (when available) and how they compare to that of an absolute return goal (CPI, SA), as well as an index
which broadly represents the hedged style with which the Adviser manages this strategy (HFRX Global Hedge Fund). ). The index is not actively managed and is not available for direct investment The past performance of the Comparable Return Portfolio
is no guarantee of future results or trends. The returns are calculated net (after the deduction) of advisory fees payable to Brinker Capital or other expenses for services not covered by the advisory fee. These fees and expenses will reduce your
return.
The performance of the Comparable Return Portfolio does not represent the historical performance of the Crystal Strategy
Absolute Return Fund in this Prospectus and should not be considered indicative of future performance of that Fund.
Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management
fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, availability of cash for new investments, as well as potential implementation differences related to availability of
certain investment strategies. In addition, the accounts included in the Comparable Return Portfolio are not subject to certain
- 52 -
investment limitations, diversification or other restrictions imposed by the 1940 Act and Code which, if applicable, may have adversely affected the performance results of that composite.
All performance as of June 30, 2013
|
|
|
|
|
|
|
|
|
Description
|
|
YTD
|
|
1 Year
|
|
3 Year
|
|
Inception*
|
Brinker Capital Crystal Strategy I - NET Performance
|
|
2.63
|
|
3.00
|
|
3.46
|
|
7.72
|
CPI, SA
|
|
0.78
|
|
1.76
|
|
2.34
|
|
2.18
|
HFRX Global Hedge Fund
|
|
3.16
|
|
5.50
|
|
1.19
|
|
3.37
|
|
|
|
|
|
|
|
Description
|
|
YTD
|
|
1 Year
|
|
Inception
|
|
|
|
|
Brinker Capital Diversified Income - NET Performance
|
|
1.00
|
|
2.80
|
|
5.09
|
CPI, SA
|
|
0.78
|
|
1.76
|
|
1.64
|
HFRX Global Hedge Fund
|
|
3.16
|
|
5.50
|
|
3.22
|
*Inception is 1/1/2009 for the Brinker Capital Crystal Strategy I composite and 11/1/2011 for the Brinker
Capital Diversified Income composite.
ADMINISTRATOR, DISTRIBUTOR AND
TRANSFER AGENT OF THE FUND
ALPS Fund Services, Inc. (the Administrator or the Transfer Agent) serves as the Funds administrator, fund
accountant and transfer agent. ALPS Distributors, Inc. (the Distributor) serves as the Funds distributor.
BUYING, EXCHANGING AND REDEEMING SHARES
Each Fund currently offers Class A, Class I and Class R shares. Each share class of
a Fund represents an investment in the same portfolio of securities, but each share class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation. When you purchase shares of a Fund, you must
choose a share class.
Factors you should consider in choosing a class of shares include:
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how long you expect to own the shares;
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- 53 -
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|
|
how much you intend to invest;
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|
|
|
total expenses associated with owning shares of each class; and
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|
|
|
whether you qualify for any reduction or waiver of sales charges (for example, Class A shares may be a less expensive option over time if you
qualify for a sales charge reduction or waiver).
|
Class A shares are generally available only in connection with
investments through retirement plans, broker-dealers, bank trust departments, financial advisors and other financial intermediaries.
Class I shares are offered only through certain types of financial intermediaries and to certain institutional investors. Class I shares are
offered through financial intermediaries (including, but not limited to, broker-dealers, retirement plans, bank trust departments and financial advisers) who do not require payment from the Fund or its service providers for the provision of
distribution, administrative or shareholder retention services, except for networking and/or omnibus account fees. Institutional investors may include, but are not limited to, corporations, retirement plans, public plans and foundations/endowments.
Class I shares are not offered directly to individual investors.
Class R shares are generally offered through financial intermediary
platforms, including, but not limited to, retirement plan platforms.
Not all financial intermediaries offer all classes of shares. Each
investors financial considerations are different. You should speak with your financial advisor to help you decide which share class is best for you. If your financial intermediary offers more than one class of shares, you should carefully
consider which class of shares to purchase. Certain classes have higher expenses than other classes, which may lower the return on your investment.
Distribution and Services (12b-1) Plan for Class A Shares
Each Fund has adopted a separate plan of distribution for Class A shares pursuant to Rule 12b-1 under the 1940 Act (the Class
A Plan).
The Class A Plan allows each Fund to use Class A assets to pay fees in connection with the distribution and
marketing of Class A shares and/or the provision of shareholder services to Class A shareholders. The Class A Plan permits payment for services in connection with the administration of plans or programs that use Class A shares of
the Fund as their funding medium and for related expenses.
The Class A Plan permits each Fund to make total payments at an annual
rate of up to 0.25% of a Funds average daily net assets attributable to its Class A shares. Because these fees are paid out of a Funds Class A assets on an ongoing basis, over time they will increase the cost of an investment
in Class A shares, and Class A Plan fees may cost an investor more than other types of sales charges.
- 54 -
Under the terms of the Class A Plan, the Trust is authorized to make payments to the
Distributor for remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities
for their customers who are investors in a Fund. Financial intermediaries may from time to time be required to meet certain criteria in order to receive 12b-1 fees. The Distributor is entitled to retain some or all fees payable under the
Class A Plan in certain circumstances, including when there is no broker of record or when certain qualification standards have not been met by the broker of record.
Distribution and Services (12b-1) Plan for Class R Shares
Each Fund has adopted a separate plan of distribution for Class R shares pursuant to Rule 12b-1 under the 1940 Act (the Class R
Plan).
The Class R Plan allows each Fund to use Class R assets to pay fees in connection with the distribution and marketing of
Class R shares and/or the provision of shareholder services to Class R shareholders. The Class R Plan permits payment for services in connection with the administration of plans or programs that use Class R shares of the Fund as their funding medium
and for related expenses.
The Class R Plan permits each Fund to make total payments at an annual rate of up to 0.50% of a Funds
average daily net assets attributable to its Class R shares. Because these fees are paid out of a Funds Class R assets on an ongoing basis, over time they will increase the cost of an investment in Class R shares, and Class R Plan fees
may cost an investor more than other types of sales charges.
Under the terms of the Class R Plan, the Trust is authorized to make
payments to the Distributor for remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors and other financial intermediaries, as compensation for distribution and/or shareholder services performed by
such entities for their customers who are investors in a Fund. Financial intermediaries may from time to time be required to meet certain criteria in order to receive 12b-1 fees. The Distributor is entitled to retain some or all fees payable under
the Class R Plan in certain circumstances, including when there is no broker of record or when certain qualification standards have not been met by the broker of record.
Payments to Financial Intermediaries and Other Arrangements
The Adviser and/or its affiliates may make payments for distribution and/or shareholder servicing activities from out of their own resources.
The Adviser may also make payments for marketing, promotional or related expenses to dealers. The amount of these payments is determined by the Adviser and may be substantial. These payments are often referred to as revenue sharing
payments. The recipients of such payments may include the Distributor, other affiliates of the Adviser, broker-dealers, financial institutions, plan sponsors and administrators and other financial intermediaries through which investors
- 55 -
may purchase shares of the Funds. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a Fund to
you, rather than shares of another mutual fund. Please contact your financial intermediary or plan administrator or sponsor for details about revenue sharing payments it may receive.
Administrative Fees (Networking, Omnibus Positioning Fee)
Certain intermediaries may charge networking, omnibus account or other administrative fees with respect to transactions in shares of each
Fund. Transactions may be processed through the NSCC or similar systems or processed on a manual basis. These fees are paid by the Fund to the Distributor, which uses such fees to reimburse intermediaries. In the event an intermediary receiving
payments from the Distributor on behalf of a Fund converts from a networking structure to an omnibus account structure or otherwise experiences increased costs, fees borne by the Fund may increase.
Investment Minimums
Each Fund offers
investors three classes of shares: Class A, Class I and Class R. The minimum initial investment in Class A shares is $1,000 for non-qualified accounts and $500 for qualified accounts. The minimum subsequent investment in
Class A shares is $50. The minimum initial investment in Class I shares is $100,000. There is no minimum subsequent investment for Class I shares. There is no minimum investment for Class R shares. Investors generally may meet
the minimum investment amount by aggregating multiple accounts within the Fund.
Each Fund reserves the right to waive or change
investment minimums. For accounts sold through financial intermediaries, it is the primary responsibility of the financial intermediary to ensure compliance with investment minimums.
Buying Shares
In order to buy, exchange
or redeem shares at that days price, you must place your order with a Fund or its agent before the New York Stock Exchange (NYSE) closes (normally, 4:00 p.m. Eastern time). If the NYSE closes early, you must place your order
prior to the actual closing time. Orders received by financial intermediaries prior to the close of trading on the NYSE will be confirmed at the offering price computed as of the close of the trading on the NYSE. It is the responsibility of the
financial intermediary to insure that all orders are transmitted in a timely manner to the Fund. Otherwise, you will receive the next business days price.
Investors may not purchase, exchange or redeem shares of a Fund directly. Shares may be purchased or redeemed only through retirement plans,
broker-dealers, bank trust departments, financial advisors or other financial intermediaries. Shares made available through full service broker-dealers may be available through wrap accounts under which such broker-dealers impose additional fees for
services connected to the wrap account.
- 56 -
Contact your financial intermediary or refer to your plan documents for instructions on how to purchase or redeem shares.
Investors may be charged a fee if they effect transactions through a broker or agent. Each Fund has authorized one or more brokers to receive
on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to receive purchase and redemption orders on the Funds behalf. Each Fund will be deemed to have received a purchase or redemption order
when an authorized broker or, if applicable, a brokers authorized designee, receives the order. Customer orders will be priced at the Funds NAV next computed after they are received by an authorized broker or the brokers authorized
designee.
With certain limited exceptions, each Fund is available only to U.S. citizens or residents.
Sales Charge When You Purchase Class A Shares
The following table lists the sales charges that will be applied to your purchase of Class A shares, subject to the breakpoint discounts
indicated in the tables and described below.
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Purchase Amount
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Sales
Charge as a Percentage of Offering
Price
|
|
Dealer Concession as a Percentage of Offering
Price
|
Less than $50,000
|
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5.50%
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4.75%
|
$50,000 but less than $100,000
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4.50%
|
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3.75%
|
$100,000 but less than $250,000
|
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3.50%
|
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2.75%
|
$250,000 but less than $500,000
|
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2.50%
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2.00%
|
$500,000 but less than $1 million
|
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2.00%
|
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1.60%
|
$1 million or greater
|
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0.00%*
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|
0.00%
|
* A CDSC of 1.00% may apply to Class A shares redeemed within the first 12 months after a purchase
in excess of $1 million. See section titled
Contingent Deferred Sales Charge
below.
The Class I and Class R shares do not charge an initial sales load.
Qualifying For a Reduction or Waiver of Class A Shares Sales Charge
You may be able to lower your Class A shares initial sales charge under certain circumstances. You can combine Class A shares you
already own with your current purchase of Class A shares of a Fund to take advantage of the breakpoints in the sales charge schedule as set forth above. Certain circumstances under which you may combine such ownership of shares and purchases
are described below. Contact your financial
- 57 -
intermediary for more information.
In order to obtain a sales charge discount, you
should inform your financial intermediary of other accounts in which there are Fund holdings eligible to be aggregated to meet a sales charge breakpoint. These other accounts may include the accounts described below in
Aggregating
Accounts
. You may need to provide documents such as account statements or confirmation statements to prove that the accounts are eligible for aggregation. The Letter of Intent described below requires historical cost information in certain
circumstances. You should retain records necessary to show the price you paid to purchase Fund shares.
A Fund may waive Class A
sales charges on investor purchases including shares purchased by:
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|
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Officers, directors, trustees and employees of the Adviser and its respective affiliates;
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Registered representatives and employees of financial intermediaries with a current selling agreement with the Distributor or the Adviser;
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Immediate family members of all such persons as described above;
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Financial intermediary supermarkets and fee-based platforms; and
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Financial intermediaries who have entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts
that may or may not charge a transaction fee to its customers.
|
Right of Accumulation
You may purchase Class A shares at a reduced initial sales charge determined by aggregating the dollar amount of the new purchase
(measured by the offering price) and the total prior days net asset value (net amount invested) of all Class A shares of a Fund and of certain other classes then held by you, or held in accounts identified under
Aggregating
Accounts
, and applying the sales charge applicable to such aggregate amount. In order to obtain such discount, you must provide sufficient information to your financial intermediary at the time of purchase to permit verification that the
purchase qualifies for the reduced sales charge. The right of accumulation is subject to modification or discontinuance at any time with respect to all shares purchased thereafter.
Letter of Intent
You may obtain a
reduced initial sales charge on Class A shares by signing a Letter of Intent indicating your intention to purchase $50,000 or more of Class A shares over a 13-month period. The term of the Letter of Intent will commence upon the date you
sign the Letter of Intent. You must refer to such Letter of Intent when placing orders. With regard to a Letter of Intent, the amount of investment for purposes of applying the sales load schedule includes (i) the historical cost (what you
actually paid for the shares at the time of purchase, including any sales charges) of all Class A shares acquired during the term of the Letter of Intent, minus (ii) the value of any redemptions of Class A shares
- 58 -
made during the term of the Letter of Intent. Each investment made during the period receives the reduced sales charge applicable to the total amount of the investment goal. A portion of shares
purchased may be held in escrow to pay for any sales charge that may be applicable. If the goal is not achieved within the period, you must pay the difference between the sales charges applicable to the purchases made and the charges previously
paid, or an appropriate number of escrowed shares will be redeemed. Please contact your financial intermediary to obtain a Letter of Intent application.
Aggregating Accounts
To take advantage
of lower Class A shares initial sales charges on large purchases or through the exercise of a Letter of Intent or right of accumulation, investments made by you, your spouse and your children under age 21 may be aggregated if made for your own
account(s) and/or certain other accounts such as:
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trust accounts established by the above individuals (or the accounts of the primary beneficiary of the trust if the person who established the
trust is deceased);
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solely controlled business accounts; and
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single participant retirement plans.
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To receive a reduced sales charge under rights of accumulation or a Letter of Intent, you must notify your financial intermediary of any
eligible accounts that you, your spouse and your children under age 21 have at the time of your purchase.
Contingent Deferred Sales Charge
Class A Shares
If you invest
$1 million or more, either as a lump sum or through a Funds accumulation or Letter of Intent programs, you can purchase Class A shares without an initial sales charge. However, a contingent deferred sales charge (CDSC) of 1%
may apply to Class A shares redeemed within the first 12 months after a purchase in excess of $1 million. The CDSC will be based on the lower of the original purchase price or the value of the redemption of the Class A Shares redeemed.
Waiver of CDSC
Each Fund may
waive the imposition of a CDSC on redemption of Fund shares under certain circumstances and conditions, including without limitation, the following:
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redemptions following the death or permanent disability (as defined by Section 72(m)(7) of the Code) of a shareholder if made within one year
of death or the initial determination of permanent disability. The waiver is available only for shares held at the time of death or initial determination of permanent disability; and
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required minimum distributions from a tax-deferred retirement plan or an individual retirement account (IRA) as required under the Code. The
|
- 59 -
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waiver of the CDSC for required distributions will be as a percentage of assets held in the Fund.
|
If you think you may be eligible for a CDSC waiver, contact your financial intermediary. You must notify the Fund prior to the redemption
request to ensure your receipt of the waiver.
Exchanging Shares
Exchanging Shares of Brinker Capital-Advised Funds
If you have held all or part of your shares in a Fund for at least seven days, you may exchange those shares for shares of the same class of
any of the following Funds (each, a Brinker Capital-Advised Fund), if such Brinker Capital-Advised Fund is available for sale in your state and meets the investment criteria of the investor:
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Crystal Strategy Absolute Income Fund
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Crystal Strategy Absolute Return Fund
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Crystal Strategy Leveraged Alternative Fund
|
If you are an existing shareholder of a Brinker Capital-Advised Fund, you may exchange into a new account copying your existing account
registration and options. Exchanges between accounts will be accepted only if registrations are identical. Any new account established through an exchange will be subject to all minimum requirements applicable to the shares acquired described in
Investment Minimums
above. The exchange privilege may only be exercised in those states where the class of shares being acquired legally may be sold.
You may also transfer between classes of a Brinker Capital-Advised Fund if you meet the minimum investment requirements for the class into
which you would like to transfer.
Before effecting an exchange, you should read the prospectus for the Brinker Capital-Advised Fund into
which you are exchanging.
Additional Information About Exchanges
An exchange represents the sale of shares from one fund and the purchase of shares of another fund. Under the U.S. federal income tax law, this
may produce a taxable gain or loss in your non-tax-deferred account. Transfers between classes of a Fund are generally not considered a taxable transaction.
The exchange privilege may be modified or terminated upon sixty (60) days written notice to shareholders. Although initially there
will be no limit on the number of times you may exercise the exchange privilege, each Fund reserves the right to impose such a limitation. Call or write a Fund for further details.
- 60 -
Redeeming Shares
Redemptions, like purchases and exchanges, may also be effected through retirement plans, broker-dealers and financial intermediaries. Please
contact your financial intermediary or refer to the appropriate plan documents for details. Your financial intermediary may charge a processing or service fee in connection with the redemption of shares.
Redemption Payments
In all cases, your
redemption price is the net asset value per share next determined after your request is received in good order less any applicable redemption fees. Redemption proceeds normally will be sent within seven days. However, if you recently purchased your
shares by check, your redemption proceeds will not be sent to you until your original check clears, which may take up to seven (7) days. Your redemption proceeds can be sent by check to your address of record or by wire transfer to a bank
account designated on your application. Your bank may charge you a fee for wire transfers. Any request that your redemption proceeds be sent to a destination other than your bank account or address of record must be in writing and must include a
signature guarantee.
Redemptions In-Kind
Each Fund reserves the right to make payment in securities rather than cash. If a Fund deems it advisable for the benefit of all shareholders
that a redemption payment wholly or partly in-kind would be in the best interests of the Funds remaining shareholders, the Fund may pay redemption proceeds to you in whole or in part with securities held by the Fund. A redemption in-kind could
occur under extraordinary circumstances, such as a very large redemption that could affect a Funds operations (for example, more than 1% of the Funds net assets). However, each Fund is required to redeem shares solely for cash up to the
lesser of $250,000 or 1% of the net asset value of the Fund during any 90-calendar day period for any one shareholder. Should redemptions by any shareholder exceed such limitation, each Fund will have the option of redeeming the excess in cash or
in-kind. Securities used to redeem Fund shares will be valued as described in
How Fund Shares are Priced
below. A shareholder may pay brokerage charges on the sale of any securities received as a result of a redemption in-kind.
Redemption Fees
If you sell or
exchange your shares of a Fund after holding them 60 calendar days or less, a 1.50% short-term redemption fee may be deducted from the redemption amount. For this purpose, shares held longest will be treated as being redeemed first and shares held
shortest as being redeemed last. The fees are paid to the Fund and are designed to help offset the brokerage commissions, market impact and other costs associated with short-term shareholder trading.
Each Fund permits waivers of the short-term redemption fee for the following
- 61 -
transactions:
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Redemptions from shareholder accounts liquidated for failure to meet the minimum investment requirement;
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Redemptions related to a disability as defined by Internal Revenue Service requirements;
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Redemptions due to death for shares transferred from a decedents account to a beneficiarys account;
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Redemptions due to divorce for shares transferred pursuant to a divorce decree;
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Redemptions of shares through a systematic withdrawal plan;
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Broker-dealer sponsored wrap program accounts and/or fee-based accounts maintained for clients of certain financial intermediaries who have entered
into selling agreements with the Distributor;
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Redemptions through an automatic, non-discretionary rebalancing or asset allocation program;
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Redemptions due to a back office correction made to an account to provide the shareholder with the intended transaction;
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Rollovers, transfers and changes of account registration within a Fund as long as the money never leaves the Fund;
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|
Redemptions due to reinvestment of dividends and/or capital gains;
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|
Any involuntary redemption and/or exchange transactions, including, for example, those required by law or regulation, a regulatory agency, a court
order or as a result of a liquidation of a Fund by the Board of Trustees;
|
|
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|
Certain types of IRA account transactions, including redemptions pursuant to systematic withdrawal programs, required minimum distributions,
withdrawals due to disability or death, return of excess contribution amounts, and redemptions related to payment of custodian fees;
|
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Certain types of employer-sponsored and 403(b) retirement plan transactions, including loans or hardship withdrawals, minimum required
distributions, redemptions pursuant to systematic withdrawal programs, forfeiture of assets, return of excess contribution amounts, redemptions related to payment of plan fees, and redemptions related to death, disability or qualified domestic
relations order; and
|
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Certain other transactions as deemed appropriate by the Adviser.
|
The application of short-term redemption fees and waivers may vary among intermediaries and certain intermediaries may not apply the waivers
listed above. If you purchase, exchange or sell Fund shares through an intermediary, you should contact your intermediary for more information on whether the short-term redemption fee will be applied to redemptions of your shares.
Each Fund reserves the right to modify or eliminate the short-term redemption fee or waivers at any time. Investment advisers or their
affiliates may pay short-term redemption fees on behalf of investors in managed accounts. Unitized group accounts consisting of qualified plan assets may be treated as a single account for redemption fee
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purposes.
Note: Each Fund has the right to suspend or postpone redemptions of
shares for any period (i) during which the NYSE or exchange is closed, other than customary weekend and holiday closings; (ii) during which trading on the NYSE or exchange is restricted; or (iii) during which (as determined by the SEC
or other regulatory authority by rule or regulation) an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or as otherwise permitted by the SEC or other regulatory authority.
SHARE TRANSACTIONS
Small Account Balances/Mandatory Redemptions
Each Fund may close your account and send you the proceeds if your balance falls below $1,000 ($500 for accounts with an Automatic Investment
Plan funded with $50 or more per month in subsequent investments) or below $250 for retirement accounts. You will receive 60 days notice (90 days notice for retirement accounts) to allow you to either increase your balance or close your
account. These policies apply to investors with $100,000 or more in Fund shares, investors in certain fee-based and wrap programs offered through certain financial intermediaries approved by the Adviser or group retirement plans and certain other
accounts having lower minimum share balance requirements.
Each Fund reserves the right to waive or change account balance minimums.
Share Certificates
None of the Funds
issues share certificates.
Frequent Purchases and Sales of Fund Shares
None of the Funds permits market timing or other abusive trading practices. Each Fund reserves the right, but does not have the obligation, to
reject any purchase transaction at any time. In addition, each Fund reserves the right to suspend its offering of shares or to impose restrictions on purchases at any time that are more restrictive than those that are otherwise stated in this
Prospectus with respect to disruptive, excessive or short-term trading.
If you sell or exchange your shares of a Fund after holding them
60 calendar days or less, a 1.50% short-term redemption fee may be deducted from the redemption amount. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The fees are paid
to the respective Fund and are designed to help offset the brokerage commissions, market impact and other costs associated with short-term shareholder trading.
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Excessive short-term trading or other abusive trading practices may disrupt portfolio management
strategies, increase brokerage and administrative costs and hurt Fund performance. The Board has adopted policies and procedures with respect to frequent purchases and redemptions and to seek to prevent market timing. To minimize harm to a Fund and
its shareholders, the Fund reserves the right to reject, in its sole discretion, any purchase order from any investor it believes has a history of abusive trading or whose trading, in its judgment, has been or may be disruptive to the Fund. Such
disruption may include trading that may interfere with the efficient management of the Fund, may materially increase the Funds transaction costs, administrative costs or taxes, or may otherwise be detrimental to the interests of the Fund and
its shareholders. Each Fund may also refuse purchase transactions from Fund intermediaries it believes may be facilitating or have facilitated abusive trading practices. In making this judgment, each Fund may consider trading done in multiple
accounts under common ownership or control.
On a periodic basis, the Transfer Agent will review transaction history reports and will
identify redemptions that are within a specific time period from a previous purchase in the same account(s) in a Fund, or in multiple accounts that are known to be under common control. Redemptions meeting the criteria will be investigated for
possible inappropriate trading.
Certain accounts, in particular omnibus accounts, include multiple investors and such accounts typically
provide a Fund with a net purchase or redemption request on any given day. In these cases, purchases and redemptions of Fund shares are netted against one another and the identity of individual purchasers and redeemers whose orders are aggregated
may not be known by the Fund. Therefore, it becomes more difficult for the Fund to identify market timing or other abusive trading activities in these accounts, and the Fund may be unable to eliminate abusive traders in these accounts from the Fund.
Further, identification of abusive traders may also be limited by operational systems and technical limitations. To the extent abusive or disruptive trading is identified, the Fund will encourage omnibus account intermediaries to address such
trading activity in a manner consistent with how the Fund would address such activity directly, if it were able to do so.
Due to the
complexity and subjectivity involved in identifying market timing and other abusive trading practices, there can be no assurance that the Funds efforts will identify all market timing or abusive trading activities. Therefore, investors should
not assume that a Fund will be able to detect or prevent all practices that may disadvantage the Fund.
How Fund Shares are Priced
The Board of Trustees has approved procedures to be used to value each Funds securities for the purposes of determining the Funds
net asset value. The valuation of the securities of each Fund is determined in good faith by or under the direction of the Board. The Board has delegated certain valuation functions for the Funds to the Administrator.
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Each Fund generally values its securities based on market prices determined at the close of
regular trading on the NYSE (normally, 4:00 p.m. Eastern time) on each business day (Monday through Friday). None of the Funds will value its securities on any day that the NYSE is closed, including the following observed holidays: New Years
Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Each Funds currency valuations, if any, are done as of the close of regular trading on the NYSE
(normally, 4:00 p.m. Eastern time). For equity securities that are traded on an exchange, the market price is usually the closing sale or official closing price on that exchange. In the case of securities not traded on an exchange, or if such
closing prices are not otherwise available, the market price is typically determined by independent third-party pricing vendors approved by the Board using a variety of pricing techniques and methodologies. The market price for debt obligations is
generally the price supplied by an independent third-party pricing service approved by the Board, which may use a matrix, formula or other objective method that takes into consideration market indices, yield curves and other specific adjustments.
Short-term debt obligations that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investments fair value. If vendors are unable to supply a price, or if the price
supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more brokers-dealers that make a market in the security.
When such prices or quotations are not available, or when the Adviser believes that they are unreliable, securities may be priced using fair
value procedures approved by the Board. Because each Fund invests in securities that may be thinly traded or for which market quotations may not be readily available or may be unreliable (such as securities of small capitalization companies), each
Fund may use fair value procedures more frequently than funds that invest primarily in securities that are more liquid (such as equity securities of large capitalization domestic issuers). Each Fund may also use fair value procedures if the Adviser
determines that a significant event has occurred between the time at which a market price is determined and the time at which the Funds net asset value is calculated. In particular, the value of non-U.S. securities may be materially affected
by events occurring after the close of the market on which they are traded, but before the Fund prices its shares.
Each Fund may
determine the fair value of investments based on information provided by pricing services and other third-party vendors, which may recommend fair value prices or adjustments with reference to other securities, indices or assets. In considering
whether fair value pricing is required and in determining fair values, each Fund may, among other things, consider significant events (which may be considered to include changes in the value of U.S. securities or securities indices) that occur after
the close of the relevant market and before the Fund values its securities. In addition, each Fund may utilize modeling tools provided by third-party vendors to determine fair values of non-U.S. securities. Each Funds use of fair value pricing
may help deter stale price arbitrage.
Valuing securities at fair value involves greater reliance on judgment than valuation
of
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securities based on readily available market quotations. A fund that uses fair value to price
securities may value those securities higher or lower than another fund using market quotations or its own fair value methodologies to price the same securities. There can be no assurance that a Fund could obtain the fair value assigned to a
security if it were to sell the security at approximately the time at which the Fund determines its net asset value.
Each Fund invests,
or may invest, in securities that are traded on foreign exchanges or markets, which may be open when the NYSE is closed. As a result, the value of your investment in a Fund may change on days when you are unable to purchase or redeem shares.
Customer Identification Program
To help
the government fight the funding of terrorism and money laundering activities, federal law requires the Transfer Agent to obtain certain personal information from you (or persons acting on your behalf) in order to verify your (or such persons)
identity when you open an account, including name, address, date of birth and other information (which may include certain documents) that will allow the Transfer Agent to verify your identity. If this information is not provided, the Transfer Agent
may not be able to open your account. If the Transfer Agent is unable to verify your identity (or that of another person authorized to act on your behalf) shortly after your account is opened, or believes it has identified potential criminal
activity, each Fund, the Distributor and the Transfer Agent each reserve the right to reject further purchase orders from you or to take such other action as they deem reasonable or required by law, including closing your account and redeeming your
shares at their net asset value at the time of redemption.
DIVIDENDS AND DISTRIBUTIONS
The Crystal Strategy Absolute Income Fund pays dividends on a quarterly basis, and the Crystal Strategy Absolute Return Fund and the Crystal
Strategy Leveraged Fund pays dividends on an annual basis. All Funds distribute capital gains, if any, on an annual basis.
Income
dividend distributions are derived from interest and other income a Fund receives from its investments and include distributions of short-term capital gains. Capital gain distributions are derived from gains realized when the Fund sells a security
it has owned for more than a year.
Subject to the approval or ratification of the Board of Trustees, a Fund may make additional
distributions and dividends at other times if the Adviser believes doing so may be necessary for the Fund to avoid or reduce taxes. Distributions and dividends are reinvested in additional Fund shares unless you instruct the Transfer Agent to have
your distributions and/or dividends paid by check mailed to the address of record or transferred through an Automated Clearing House to the bank of your choice. You can change your choice at any time to be effective as of the next distribution or
dividend, except that any change given to the Transfer Agent less than five days before the
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payment date will not be effective until the next distribution or dividend is made.
TAXES
The discussion below only addresses the U.S. federal income tax consequences of an investment in the Funds for U.S. persons and does not
address any foreign, state or local tax consequences. For purposes of this discussion, U.S. persons are:
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(i)
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U.S. citizens or individuals who are residents of the United States for U.S. tax purposes;
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(ii)
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corporations organized under the laws of the United States or any state;
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(iii)
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an estate whose income is subject to U.S. federal income taxation regardless of its source; or
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(iv)
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a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the
authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 20, 1996 and were treated as domestic trusts on August 19, 1996.
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This discussion does not address issues of significance to U.S. persons in special situations such as (i) certain types of tax-exempt
organizations, (ii) shareholders holding shares through tax-advantaged accounts (such as 401(k) plan accounts or individual retirement accounts), (iii) shareholders holding investments through foreign institutions (financial and
non-financial), (iv) financial institutions, (v) broker-dealers, (vi) entities not organized under the laws of the United States or a political subdivision thereof, (vii) shareholders holding shares as part of a hedge, straddle
or conversion transaction, and (viii) shareholders who are subject to the U.S. federal alternative minimum tax. If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a
beneficial owner of shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. For further information regarding the U.S. federal income tax consequences of
an investment in the Funds, investors should see the SAI under
TAXES Taxation of the Fund Distributions
.
Non-U.S. persons that are considering the purchase of shares should consult with their own tax advisers regarding the U.S. federal, foreign,
state and local tax consequences of the purchase, ownership and disposition of shares in the Funds.
Each Fund intends to meet all
requirements under Subchapter M of the Code necessary to qualify for treatment as a regulated investment company (RIC) and thus does not expect to pay any U.S. federal income tax on income and capital gains distributed to shareholders.
Each Fund also intends to meet certain distribution requirements such that the Fund is not subject to U.S. federal income tax in general. If a Fund does not meet the distribution requirements, the Fund may be subject to significant excise taxes.
This discussion assumes that the Funds will satisfy these distribution requirements.
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Taxation of Fund Distributions
For U.S. federal income tax purposes, shareholders of RICs are generally subject to taxation based on the underlying character of the income
and gain recognized by the RIC and distributed to shareholders.
Distributions of net capital gains that are properly designated by a Fund
as capital gain dividends (capital gain dividends) will be taxable to Fund shareholders as long-term capital gains regardless of how long shares of the Fund are held. Generally, distributions of earnings derived from ordinary income and
short-term capital gains will be taxable as ordinary income. The Fund does not expect a significant portion of their distributions to derive from qualified dividend income. Qualified dividend income will be taxed at favorable rates so
long as certain requirements are met. Corporate shareholders may be able to take a dividends-received deduction for a portion of the dividends received by a Fund, to the extent such dividends are received by the Fund from a domestic corporation and
to the extent a portion of interest paid or accrued on certain high yield discount obligations owned by the Fund are treated as dividends.
Each Fund may realize long-term capital gains when, among other situations, it sells a security that it has owned for more than one year, when
it receives capital gain distributions from ETFs in which that Fund owns investments, or from transactions in section 1256 contracts, which may generate both short-term and long-term capital gains distributions. Each Fund may realize short-term
capital gains from the sale of investments that the Fund owned for one year or less. Each Fund may also realize ordinary income from distributions from ETFs, from foreign currency gains that are not section 1256 contracts, from interest on
indebtedness owned by a Fund and from other sources.
The maximum long-term capital gain rate applicable to individuals is 20%. For more
information, see the SAI under
TAXES Taxation of Fund Distributions
.
Distributions are taxable whether
they are paid in cash or reinvested in additional shares of a Fund. If a dividend or distribution is made shortly after you purchase Fund shares, the purchase price will reflect the amount of the upcoming distribution. While in effect a return of
capital to you, the dividend or distribution is still taxable even though you did not participate in these gains and the distributions simply constitutes a return of a portion of your purchase price. You can avoid this, if you choose, by investing
soon after such Fund has paid a dividend.
Sale of Fund Shares
A shareholder who redeems shares in a Fund generally will recognize a capital gain or loss upon redemption. The gain or loss will be equal to
the difference between the amount received in the redemption (net of any applicable redemption fees) and the shareholders aggregate adjusted basis in the shares surrendered. A shareholder who receives securities in redemption of shares of the
Fund will generally recognize a gain or
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loss upon redemption equal to the difference between the aggregate fair market value of the securities plus the amount of any cash received (net of any applicable fees) and the shareholders
adjusted basis in the shares redeemed. In certain circumstances a loss realized upon a redemption of shares of the Fund for securities in kind may not be deducted currently under the rules governing wash sales. Persons redeeming shares
should consult their own tax advisor with respect to whether the wash sale rules apply and when a loss might be deductible.
Under current
federal tax laws, any capital gain or loss realized upon redemption of shares of the Fund is generally treated as long term capital gain or loss if the shares have been held for more than one year and as a short term capital gain or loss if the
shares have been held for one year or less. In certain situations, a loss on the sale of shares held for six months or less will be a long term loss. For more information, see the SAI under
TAXES Redemption of Shares
.
Taxation of Certain Investments
If a
Fund were to invest in foreign securities, those investments may be subject to foreign withholding or other taxes. In that case, the Funds yield on those securities would be decreased. Shareholders generally will not be entitled to claim a
foreign tax credit or deduction with respect to foreign taxes, although it is possible that the Fund may be able to elect to pass through foreign tax credits or deductions to its shareholders. The Funds make no assurances regarding their ability or
willingness to so elect. In addition, a Funds investments in foreign securities or foreign currencies, if any, may increase or accelerate the Funds recognition of ordinary income and may affect the timing or amount of the Funds
distributions. For more information, see the SAI under
TAXES Special Tax Considerations
.
Each Fund may at
times buy investments at a discount from the price at which they were originally issued, especially during periods of rising interest rates. For U.S. federal income tax purposes, the original issue discount will generally be included in the
Funds ordinary income as it accrues on a constant yield-to-maturity basis. Even though payment of that amount will not be received until a later time, related distributions will be taxed to shareholders as ordinary income. Each Fund may also
buy investments in the secondary market which are treated as having market discount. Generally, gain recognized on the disposition of such an investment is treated as ordinary income for U.S. federal income tax purposes to the extent of the accrued
market discount, but a Fund may elect instead to currently include the amount of market discount as ordinary income even though the Fund does not receive payment of such amount at that time. Thus, a Fund could be required at times to liquidate other
investments in order to satisfy its distribution requirements, potentially increasing the amount of capital gain dividends made to shareholders.
Taxation of Certain Commodity-Linked Instruments
A Fund must derive at least 90% of its gross income from certain qualifying sources of
- 69 -
income in order to qualify as a regulated investment company under the Code. The IRS issued a revenue ruling in December 2006 which concluded that income and gains from certain commodity-linked
derivatives is not qualifying income under Subchapter M of the Code. As a result, a Funds ability to invest directly in commodity-linked swaps as part of its investment strategy is limited by the requirement that it receive no more than ten
percent (10%) of its gross income from such investments.
However, in Revenue Ruling 2006-31, the IRS indicated that income from
alternative investment instruments (such as certain structured notes) that create commodity exposure may be considered qualifying income under the Code. The IRS subsequently issued private letter rulings to other taxpayers in which the IRS
specifically concluded that income from certain commodity index-linked notes is qualifying income. Each Fund seeks to gain exposure to the commodity markets primarily through investments in commodity index-linked notes.
A private letter ruling cannot be used or cited as precedent and is binding on the IRS only for the taxpayer that receives it. The Funds have
not obtained a ruling from the IRS with respect to its investments or its structure and presently does not intend to seek such a ruling from the IRS. Based on the analysis in private letter rulings previously issued to other taxpayers, each Fund
intends to treat its income from commodity index-linked notes as qualifying income without any such ruling from the IRS. There can be no assurance that the IRS will not change its position with respect to some or all of these issues or if the IRS
did so, that a court would not sustain the IRSs position.
The IRS has announced that it has suspended the issuance of private
letter rulings relating to the tax treatment of income and gain generated by investments in commodity-linked notes. If the IRS were to change its position or otherwise determine that income derived from certain commodity-linked notes does not
constitute qualifying income and if such positions were upheld, a Fund might cease to qualify as a regulated investment company and/or might be required to reduce its exposure to such commodity-linked investments which might result in difficulty in
implementing its investment strategy. If a Fund does not qualify as a regulated investment company for any taxable year, the Funds taxable income would be subject to tax at the fund level at regular corporate tax rates (without reduction for
distributions to shareholders) and to a further tax at the shareholder level when such income is distributed. In such event, in order to re-qualify for taxation as a regulated investment company, a Fund may be required to recognize unrealized gains,
pay substantial taxes, pay substantial penalties and/or make payments of interest and make certain distributions.
Backup Withholding
Each Fund is also required in certain circumstances to apply backup withholding on taxable dividends, redemption proceeds and certain other
payments that are paid to any shareholder who does not furnish certain information and certifications to the Fund or who is otherwise subject to backup withholding. The backup withholding tax rate is 28%. For more information regarding backup
withholding and recent U.S. federal
- 70 -
income tax legislation, see the SAI under
TAXES Backup Withholding
,
TAXES Surtax on Net Investment Income
and
TAXES
Foreign Accounts
.
You should consult with your tax adviser regarding the U.S. federal, foreign, state and local tax
consequences of an investment in the Fund.
FINANCIAL HIGHLIGHTS
Because the Funds have not yet commenced operations as of the date of this Prospectus, there are no financial highlights for the Funds.
- 71 -
PRIVACY POLICY
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FACTS
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WHAT DO THE FUNDS DO WITH YOUR PERSONAL INFORMATION?
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Why?
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Financial
companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read
this notice carefully to understand what we do.
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What?
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The types of personal information we collect
and share depend on the product or service you have with us. This information can include:
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Social Security number and account transactions
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Account balances and
transaction history
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Wire transfer
instructions
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How?
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All financial companies need to share
customers personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers personal information, the reasons a Fund chooses to share, and whether you can limit
this sharing.
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Reasons we can share your personal
information
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Do the Funds
Share?
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Can you limit this sharing?
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For our everyday business purposes
such as to process your transactions,
maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
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Yes
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No
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For our marketing purposes
to offer our products and services to you
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No
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We do not share.
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For joint marketing with other financial companies
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No
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We do not share.
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For our affiliates everyday business purposes
information about your
transactions and experiences
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Yes
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No
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For our affiliates everyday business purposes
information about your
creditworthiness
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No
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We do not share.
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For non-affiliates to market to you
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No
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We do not share.
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Questions?
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Call
1-
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or go to
www.crystalstrategyfundsl.com.
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Who we are
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Who is providing this notice?
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Crystal Strategy Absolute Income Fund, Crystal Strategy Absolute Return Fund and Crystal Strategy Leveraged
Alternative Fund (the Funds)
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What we do
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How do the Funds protect my personal information?
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To protect your
personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
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How do the Funds collect my personal information?
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We collect your
personal information, for example, when you
open
an account
provide account information or give us
your contact information
make a wire transfer or
deposit money
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Why cant I limit all sharing?
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Federal law gives
you the right to limit only
sharing for
affiliates everyday business purposes-information about your creditworthiness
affiliates from using your information to market to you
sharing for non-affiliates to market to you State
laws and individual companies may give you additional rights to limit sharing.
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Definitions
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Affiliates
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Companies related
by common ownership or control. They can be financial and nonfinancial companies.
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Non-affiliates
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Companies not
related by common ownership or control. They can be financial and nonfinancial companies.
The Funds do not share with non-affiliates so they can market to you.
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Joint marketing
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A formal
agreement between non-affiliated financial companies that together market financial products or services to you.
The Funds do not jointly
market.
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Other Important Information
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California Residents
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If your account has a California home address, your personal
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information will
not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.
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Vermont Residents
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The State of
Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as
permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information.
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- 74 -
ADDITIONAL INFORMATION ABOUT THE FUNDS
Shareholder Reports
Annual and
semi-annual reports to shareholders provide additional information about each Funds investments. These reports, when available, will discuss the market conditions and investment strategies that significantly affected each Funds
performance during its last fiscal year.
Statement of Additional Information
The Statement of Additional Information provides more detailed information about the Funds. It is incorporated by reference into (is legally a
part of) this Prospectus.
Householding Relationships
The Funds send only one report to a household if more than one account has the same address. Contact the Transfer Agent if you do not want
this policy to apply to you.
How to Obtain Additional Information
You can obtain shareholder reports or the statement of additional information (without charge), make inquiries or request other information
about the Funds by contacting the Transfer Agent at 1-
-
-
, by writing the Funds at
Crystal Strategy Funds, P.O. Box
, Denver, CO 80201, or by calling your financial consultant. This information is also available free of charge on the Funds website at
You can also review the Funds shareholder reports, prospectus and statement of additional information at the Securities and Exchange
Commissions Public Reference Room in Washington, D.C. You can get copies of these materials after paying a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the Public Reference Section of the
Commission, Washington, D.C. 20549-1520. Information about the public reference room may be obtained by calling 202.551.8090. You can get the same reports and information free from the EDGAR Database on the Commissions Internet web site at
http://www.sec.gov.
If someone makes a statement about a Fund that is not in this Prospectus, you should not rely upon that
information. None of the Funds or the Distributor is offering to sell shares of the Funds to any person to whom the Funds may not lawfully sell its shares.
(Investment Company Act file no. 811-22747)
- 75 -
The information in this Statement of Additional Information (or
Prospectus) is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information (or Prospectus) is not an
offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
STATEMENT OF ADDITIONAL INFORMATION
, 2013
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Tickers
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Name of Fund
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Class A
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Class I
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Class R
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Crystal Strategy Absolute Income Fund
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Crystal Strategy Absolute Return Fund
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Crystal Strategy Leveraged Alternative Fund
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P.O. Box
Denver, CO 80201
This Statement
of Additional Information (SAI) expands upon and supplements the information contained in the current Prospectuses for Class A, Class I and Class R shares of the Funds listed above, each of which is a separate series ALPS
Series Trust, a Delaware statutory trust (the Trust). Each of these series of the Trust represents shares of beneficial interest in a separate portfolio of securities and other assets with its own objective and policies. Brinker Capital,
Inc. (Brinker Capital or the Adviser) is the investment adviser of the Funds.
This SAI is not a prospectus and is
only authorized for distribution when preceded or accompanied by the Funds current prospectuses dated
, 2013, as supplemented from time to time (the
Prospectus). This SAI supplements and should be read in conjunction with the Prospectus, a copy of which may be obtained without charge by writing the Crystal Strategy Funds at the address listed above, or by calling the Funds
transfer agent at 1-
-
-
. The Funds most recent Annual Report, if any, is
incorporated by reference into this SAI and can be obtained free of charge, by calling the toll-free number printed above.
TABLE OF CONTENTS
CLASSIFICATION, INVESTMENT OBJECTIVES AND POLICIES
ALPS Series Trust
This SAI includes
information about the Crystal Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (each, a Fund and collectively, the Funds). Each Fund is a series of
the ALPS Series Trust (the Trust), an open-end, management investment company organized as a Delaware statutory trust on January 12, 2012.
Classification
The Investment Company
Act of 1940, as amended (the 1940 Act), classifies mutual funds as either diversified or non-diversified. The follow table shows each Funds classification:
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Fund
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Classification
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Crystal Strategy Absolute Income Fund
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Diversified
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Crystal Strategy Absolute Return Fund
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Diversified
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Crystal Strategy Leveraged Alternative Fund
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Diversified
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What are the Funds Investment Objectives?
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Fund
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Investment Objective
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Crystal Strategy Absolute Income Fund
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The Fund seeks to provide current
income and downside protection by emphasizing yield, absolute (positive) returns and managed volatility.
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Crystal Strategy Absolute Return Fund
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The Fund seeks to provide a balance
between capital appreciation and downside protection by emphasizing absolute (positive) returns and managed volatility.
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Crystal Strategy Leveraged Alternative Fund
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The Fund seeks to provide capital
appreciation and reduced correlation to traditional stock and bond markets through the use of leverage.
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While there is no assurance that a Fund will achieve its investment objective, it endeavors to do so by
following the strategies and policies described in the Prospectus.
The Board of Trustees (the Board) may change this
objective or a Funds principal investment strategies without a shareholder vote. The Fund will notify you in writing at least sixty (60) days before making any such change. If there is a material change to a Funds objective or
principal investment strategies, you should consider whether the Fund remains an appropriate investment for you.
What are Each Funds Principal
Investment Strategies?
Crystal Strategy Absolute Income Fund
1
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among
a variety of different asset classes and securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real
Assets and Private Equity and in many diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign
currencies, commodities (or securities linked to the price of a security), as well as other investment companies such as exchange-traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to
hedge existing assets or profit against an anticipated decline in the price of the securities which are sold short.
The Portfolio
Management Team (Team) will weigh a number of different factors when considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the
capital markets, as well as bottom-up factors such as our assessment of specific securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach
whereby the Team must initiate any changes to the portfolio. In addition to investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where
we generally expect prices to decrease or underperform over time. Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we
believe prices will decrease over time. Similarly, given our multi-asset class global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount
of net exposure has the potential to vary dramatically over time.
Crystal Strategy Absolute Return Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies, such as exchange-traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
2
The Portfolio Management Team (Team) will weigh a number of different factors when
considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets, as well as bottom-up factors such as our assessment of specific
securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the portfolio. In addition to
investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or underperform over time.
Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time. Similarly, given our multi-asset class
global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the potential to vary dramatically over time.
Crystal Strategy Leveraged Alternative Fund
To achieve the Funds objective, Brinker Capital will diversify the Funds assets among a variety of different asset classes and
securities. Under normal market conditions, the Fund will broadly invest in both the traditional and non-traditional asset classes of Domestic Equity, International Equity, Fixed Income, Absolute Return, Real Assets and Private Equity and in many
diverse strategies within the various asset classes. Investments held by the Fund may include, but are not limited to, domestic and international equities, fixed income securities, derivatives, foreign currencies, commodities (or securities linked
to the price of a security), as well as other investment companies, such as exchange traded funds (ETFs) and open-end mutual funds. Also, the Fund may engage in short sales of securities to hedge existing assets or profit against an
anticipated decline in the price of the securities which are sold short.
The Portfolio Management Team (Team) will weigh a
number of different factors when considering the merits of making changes to the underlying investments of the Fund. Both top-down factors such as our macroeconomic outlook and strategic view on the capital markets as well as bottom-up factors such
as our assessment of specific securities may be considered when making changes. While quantitative inputs will be used in the decision making process, our process is primarily a qualitative approach whereby the Team must initiate any changes to the
portfolio. In addition to investments owned long, where we generally expect the prices to increase or outperform, the Fund will also have short investments where we generally expect prices to decrease or
underperform over time. Short positions may be held as relative value spread trades, as hedges to the overall portfolio, or because of a more speculative view that we believe prices will decrease over time.
Similarly, given our multi-asset class global view, long and short positions may span across a variety of exposures and security types. Similarly, as a result of the dynamic nature of the portfolio, the amount of net exposure has the
potential to vary dramatically over time.
ADDITIONAL INVESTMENT ACTIVITIES AND RISKS
3
Each Funds principal investment objectives and strategies are discussed in the Prospectus
under the
SUMMARY SECTION
for each Fund and under
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
. In order to achieve their investment objectives, each Fund generally makes investments of the sort
described in the Prospectus.
Each Fund may also invest in certain types of securities, or engage in certain investment activities, as
generally discussed below. In addition, each Fund may be subject to additional risks in connection with its investments in such securities or as a result of a Funds investment strategies or activities. The following is not meant to be an
exclusive list of all the securities and instruments in which a Fund may invest, the investment strategies or activities in which it may engage, or the risks associated with both. The Fund may invest in instruments and securities and engage in
strategies or activities other than those listed below, and may be subject to risks that are not described here.
The table below reflects
the principal or non-principal nature with respect only to the Funds direct investments or activities.
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Principal
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Non-Principal
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Bank Obligations
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X
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Borrowing
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X
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Brady Bonds
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X
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Combined Transactions
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X
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Convertible Securities
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X
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Common Stocks
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X
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Credit Default Swaps
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X
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Credit Ratings
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X
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Currency Transactions
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X
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Depositary Receipts
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X
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Derivatives
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X
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Equity Investments
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X
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Exchange Traded Funds and Other Similar Instruments
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X
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Firm Commitments and When-Issued Securities
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X
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Fixed-Income Securities
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X
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Floating and Variable Rate Instruments
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X
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High Yield Securities
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X
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Illiquid Securities
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X
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Inflation-Indexed Bonds
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X
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Interest-Only Securities
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X
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Interest Rate and Equity Swaps and Related Transactions
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X
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Loans of Portfolio Securities
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X
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Money Market Instruments/Securities
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X
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Mortgage-Related And Other Asset Backed Securities
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X
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Non-U.S. Securities
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X
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Non-U.S. Sub-custodians
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X
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Options
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X
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Other Investment Companies (excluding ETFs)
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X
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4
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Preferred Stock
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X
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Repurchase Agreements
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X
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Reverse Repurchase Agreements
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X
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Restricted Securities and Securities With Limited Trading Markets (Rule
144A)
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X
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Short Sales
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X
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Temporary Defensive Positions
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X
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U.S. Government Securities
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X
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Warrants and Rights
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X
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Zero Coupon Securities, Pay-In-Kind Bonds and Deferred Payment Securities
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X
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Bank Obligations
Bank obligations that may be purchased by a Fund include certificates of deposit, bankers acceptances and fixed time deposits. A
certificate of deposit is a short-term negotiable certificate issued by a commercial bank against funds deposited in the bank and is either interest-bearing or purchased on a discount basis. A bankers acceptance is a short-term draft drawn on
a commercial bank by a borrower, usually in connection with an international commercial transaction. The borrower is liable for payment, as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Fixed
time deposits are obligations of branches of U.S. or non-U.S. banks which are payable at a stated maturity date and bear a fixed rate of interest. Although fixed time deposits do not have a market, there are no contractual restrictions on the right
to transfer a beneficial interest in the deposit to a third party. Bank obligations may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulation.
Securities issued or guaranteed by non-U.S. banks and non-U.S. branches of U.S. banks are subject to many of the risks of investing in non-U.S. securities generally.
Banks are subject to extensive governmental regulations which may limit both the amounts and types of loans and other financial commitments
which may be made and interest rates and fees which may be charged. The profitability of this industry is to a significant extent dependent upon the availability and cost of capital of funds used by the bank to finance its lending operations. Also,
general economic conditions play an important part in the operations of this industry and exposure to credit losses arising from possible financial difficulties of borrowers might affect a banks ability to meet its obligations.
Borrowing
Borrowing creates an
opportunity for increased return, but, at the same time, creates special risks. Furthermore, if a Fund were to engage in borrowing, an increase in interest rates could reduce the value of the Funds shares by increasing the Funds interest
expense.
Subject to the limitations described under
Investment Limitations
below, a Fund may be permitted to borrow
for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Funds assets and may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so. This borrowing may be
secured or unsecured.
5
Provisions of the 1940 Act require a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount
borrowed, with an exception for borrowings not in excess of 5% of the Funds total assets made for temporary administrative purposes. Any borrowings for temporary administrative purposes in excess of 5% of a Funds total assets will count
against this asset coverage requirement. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, the Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore
the 300% asset coverage, even though it may be disadvantageous from an investment standpoint if the Fund sells securities at that time. Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value
of the Funds portfolio. Money borrowed will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased, if any. A Fund also may be required to maintain minimum average balances in connection with
such borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
Brady Bonds
Brady Bonds are securities
created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas P. Brady.
Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (but primarily the U.S. dollar), and are traded in the over-the-counter secondary market. Brady Bonds are not considered to be U.S. government securities. In
light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities in countries issuing Brady Bonds, investments in Brady Bonds may be viewed as
speculative. There can be no assurance that Brady Bonds acquired by a Fund will not be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to suffer a loss of interest or principal on any of its holdings.
Combined Transactions
Each Fund
may enter into multiple transactions, including multiple options transactions, multiple currency transactions (including forward currency contracts), multiple interest rate transactions and any combination of options, currency and interest rate
transactions, instead of a single derivative, as part of a single or combined strategy when, in the judgment of the Adviser, it is in the best interests of a Fund to do so. A combined transaction will usually contain elements of risk that are
present in each of its component transactions. Although combined transactions will normally be entered into by a Fund based on the Advisers judgment that the combined strategies will reduce risk or otherwise more effectively achieve the
desired portfolio management goal, it is possible that the combination will instead increase the risks or hinder achievement of the Funds investment objective.
Convertible Securities
Each Fund may
invest in convertible securities, which are bonds, debentures, notes, preferred stock or other securities, which may be converted into or exchanged for a prescribed amount of
6
common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on
debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities ordinarily provide a stream of income, which generate higher yields than those of
common stocks of the same or similar issuers but lower than the yield on non-convertible debt. Convertible securities are usually subordinate or are comparable to non-convertible securities but rank senior to common stock or shares in a
companys capital structure. The value of a convertible security is a function of (i) its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege and (ii) its
worth, at market value, if converted into the underlying common stock. Convertible securities are typically issued by smaller capitalized companies whose stock prices may be volatile. The price of a convertible security often reflects such
variations in the price of the underlying common stock in a way that non-convertible debt does not. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible securitys governing
instrument.
Common Stock
Common
stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits of the corporation, if any, without preference over any other shareholder or class of shareholders, including holders of the entitys
preferred stock and other senior equity. Common stock usually carries with it the right to vote and frequently an exclusive right to do so.
Common stocks of companies that the Adviser believes have earnings that will grow faster than the economy as a whole are known as growth
stocks. Growth stocks typically trade at higher multiples of current earnings than other stocks. As a result, the values of growth stocks may be more sensitive to changes in current or expected earnings than the values of other stocks. If the
Advisers assessment of the prospects for a companys earnings growth is wrong, or if its judgment of how other investors will value the companys earnings growth is wrong, then the price of that companys stock may fall or
may not approach the value that the Adviser has placed on it.
Common stocks of companies that are not expected to experience
significant earnings growth, but whose stocks the Adviser believes are undervalued compared to their true worth, are known as value stocks. These companies may have experienced adverse business developments or may be subject to special risks
that have caused their stocks to be out of favor. If the Advisers assessment of a companys prospects is wrong, or if other investors do not eventually recognize the value of the company, then the price of the companys stocks may
fall or may not approach the value that the Adviser has placed on it.
Many stocks have both growth and value
characteristics, and for some stocks it may be unclear which category, if any, it fits into.
Credit Default Swaps
Each Fund may enter into credit default swap contracts. When used for hedging purposes, a Fund would be the buyer of a credit default swap
contract. In that case, the Fund would be
7
entitled to receive the par (or other agreed-upon) value of a referenced debt obligation, index or other investment from the counterparty to the contract in the event of a default by a third
party, such as a U.S. or foreign issuer, on the referenced debt obligation. In return, the Fund would pay to the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default
occurs, the Fund would have spent the stream of payments and received no benefit from the contract. When a Fund is the seller of a credit default swap contract, it receives the stream of payments but is obligated to pay upon default of the
referenced debt obligation. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total assets, the Fund would be subject to investment exposure on the notional amount of the swap.
In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they are difficult to value,
are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation, as opposed to a credit downgrade or other
indication of financial difficulty.
Credit default swaps may be subject to regulation by the Commodity Futures Trading Commission
(CFTC), Securities Exchange Commission (SEC) or both. Both the CFTC and the SEC have issued or amended guidance and relief regarding the implementation of various provisions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the Dodd-Frank Act) relating to the use of swaps. Further action by the CFTC or SEC may affect a Funds ability to use credit default swaps or may require additional disclosure by a Fund.
Credit Ratings
The securities in which
a Fund will invest will not be required to meet a minimum rating standard and may not be rated for creditworthiness by any internationally recognized credit rating organization. Such securities, commonly referred to as junk bonds,
involve significantly greater risks, including price volatility and risk of default of payment of interest and principal than higher rated securities. An investment in a Fund should not be considered as a complete investment program for all
investors. Moreover, substantial investments in non-U.S. securities may have adverse tax implications as described under
TAXES
.
The Adviser will take various factors into consideration in evaluating the creditworthiness of an issuer. For corporate debt securities, such
factors typically include the issuers financial resources, its sensitivity to economic conditions and trends, the operating history of the issuer, and the experience and track record of the issuers management. For sovereign debt
instruments, these will typically include the economic and political conditions within the issuers country, the issuers overall and external debt levels and debt service ratios, the issuers access to capital markets and other
sources of funding, and the issuers debt service payment history. The Adviser will also review the ratings, if any, assigned to the security by any recognized rating organizations, although the Advisers judgment as to the quality of a
debt security may differ from that suggested by the rating published by a rating service. In addition to the foregoing credit analysis, the Adviser will evaluate the relative value of an investment compared with its perceived credit risk. A
Funds ability to achieve its investment objective may be more dependent on the Advisers credit analysis than would be the case if it invested in higher quality
8
debt securities. A description of the ratings used by Moodys and S&P is set forth in
Appendix A
to this SAI.
Currency Transactions
Each Fund may
engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value, to gain or reduce exposure to certain currencies or to generate income or
gains.
Currency transactions include currency forward contracts and exchange-listed and over-the-counter (OTC) options on
currencies and currency swaps. A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date, which may be any fixed number of days from the date of
the contract agreed upon by the parties, at a price set at the time of the contract. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate
swap, which is described below under Interest Rate and Equity Swaps and Related Transactions.
Each Fund may enter into a
forward contract to sell, for a fixed amount of U.S. dollars, the amount of that currency approximating the value of some or all of a Funds portfolio securities denominated in such currency. For example, a Fund may do this if the Adviser
believes that the currency of a particular country may decline in relation to the U.S. dollar. Forward contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Transaction
hedging includes entering into a currency transaction with respect to specific assets or liabilities of the Fund, which will generally arise in connection with the purchase or sale of portfolio securities or the receipt of income from them. Position
hedging is entering into a currency transaction with respect to portfolio securities positions denominated or generally quoted in that currency.
Each Fund may cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to increase or
decline in value relative to other currencies to which a Fund has or in which a Fund expects to have exposure. To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of its securities, a Fund may also engage
in proxy hedging. Proxy hedging is often used when the currency to which the Funds holdings is exposed is difficult to hedge generally or difficult to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a
currency, the changes in the value of which are generally considered to be linked to a currency or currencies in which some or all of the Funds securities are or are expected to be denominated and to buy dollars.
If a Fund enters into a currency hedging transaction, the Fund will comply with the asset segregation requirements described below under
Use of Segregated and Other Special Accounts
.
Currency hedging involves some of the same risks and considerations as
other derivative transactions. Currency transactions can result in losses to the Fund if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Further, the risk exists that the perceived linkage between
various currencies may not be present or may not be present
9
during the particular time that a Fund is engaging in these transactions. Currency transactions are also subject to risks different from those of other portfolio transactions. Because currency
control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be adversely affected by government exchange controls, limitations or restrictions on
repatriation of currency and manipulations or exchange restrictions imposed by governments. These forms of governmental actions can result in losses to the Fund if it is unable to deliver or receive currency or monies in settlement of obligations
and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Currency exchange rates may fluctuate based on factors extrinsic to that countrys economy.
Depositary Receipts
Depositary receipts
include sponsored and unsponsored depositary receipts that are or become available, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) and
other depositary receipts. Depositary receipts are typically issued by a financial institution (depositary) and evidence ownership interests in a security or a pool of securities (underlying securities) that have been
deposited with the depositary. The depositary for ADRs is typically a U.S. financial institution and the underlying securities are issued by a non-U.S. issuer. ADRs are publicly traded on exchanges or OTC in the United States and are issued through
sponsored or unsponsored arrangements. In a sponsored ADR arrangement, the non-U.S. issuer assumes the obligation to pay some or all of the depositarys transaction fees, whereas under an unsponsored arrangement, the
non-U.S. issuer assumes no obligation and the depositarys transaction fees are paid by the ADR holders. In addition, less information is available in the United States about an unsponsored ADR than about a sponsored ADR, and the financial
information about a company may not be as reliable for an unsponsored ADR as it is for a sponsored ADR. In the case of GDRs, the depositary can be a non-U.S. or a U.S. financial institution and the underlying securities are issued by a non-U.S.
issuer. GDRs allow companies in Europe, Asia, the United States and Latin America to offer shares in many markets around the world, thus allowing them to raise capital in these markets, as opposed to just in their home market. The advantage of GDRs
is that shares do not have to be bought through the issuing companys home exchange, which may be difficult and expensive, but can be bought on all major stock exchanges. In addition, the share price and all dividends are converted to the
shareholders home currency. As for other depositary receipts, the depositary may be a non-U.S. or a U.S. entity, and the underlying securities may have a non-U.S. or a U.S. issuer. For purposes of a Funds investment policies, investments
in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts purchased by a Fund may not necessarily be
denominated in the same currency as the underlying securities into which they may be converted, in which case the Fund may be exposed to relative currency fluctuations.
10
Derivatives
Each Fund may engage in a variety of derivative transactions in accordance with the applicable rules of the CFTC, and, to the extent
applicable, the rules and regulations of certain national or foreign exchanges; however, a Fund will not be obligated to use derivatives and the Funds make no representations as to the availability of these techniques at this time or at any time in
the future. Generally, derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index and may relate to stocks, bonds, interest rates, currencies or currency exchange
rates, commodities, related indexes and other assets. The types of derivatives in which a Fund may invest include, but are not limited to, futures contracts, currency forward contracts and currency swaps, the purchase and sale (or writing) of
exchange listed and OTC put and call options on debt and equity securities, currencies entering into various interest rate transactions such as swaps, caps floors, and collars, entering into equity swaps, caps and floors, the purchase and sale of
indexed debt securities or trading in other similar types of instruments.
Derivatives may be used, among other reasons, as part of a
Funds investment strategy, to attempt to protect against possible changes in the market value of securities held or to be purchased for a Funds portfolio resulting from securities markets or currency exchange rate fluctuations, to
protect a Funds unrealized gains in the value of its securities, to facilitate the sale of those securities for investment purposes, to manage the effective maturity or duration of a Funds portfolio or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling particular securities or to seek to enhance a Funds income or gain. Each Fund may use any or all types of derivatives which it is authorized to use at any time; no
particular strategy will dictate the use of one type of transaction rather than another, as use of any authorized derivative will be a function of numerous variables, including market conditions. The ability of a Fund to utilize derivatives
successfully will depend on numerous factors including the Advisers ability to predict pertinent market movements, which cannot be assured. These skills are different from those needed to select a Funds portfolio securities.
Subject to the constraints described above, each Fund may (if and to the extent so authorized) enter into futures contracts, currency forward
contracts and currency swaps; purchase and sell (or write) exchange listed and OTC put and call options on securities, loan participations and assignments, currencies, futures contracts, indices and other financial instruments, and each Fund may
enter into interest rate transactions, equity swaps and related transactions and other similar transactions which may be developed to the extent the Adviser determines that they are consistent with a Funds investment objective and policies and
applicable regulatory requirements. A Funds interest rate transactions may take the form of swaps, caps, floors and collars, and a Funds currency transactions may take the form of currency forward contracts, currency swaps and options on
currencies.
Certain standardized swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary
central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participants swap.
However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition, depending on the size of a Fund and other factors, the margin required under the rules of a
11
clearinghouse and by a clearing member may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap.
In connection with the use of certain derivatives, the Adviser intends to either: (i) comply with the requirements of the Commodity
Exchange Act (CEA) by operating each Fund in a manner consistent with the restrictions of Rules 4.5, including filing a notice of eligibility of exemption from registration in accordance with applicable procedures and deadlines;
(ii) comply with the requirements of the CEA by registering as a CPO or CTA with the CFTC and the National Futures Association; or (iii) operate each Fund in a manner such that the Fund will not be a commodity pool under the
CEA.
Derivatives involve special risks, including possible default by the other party to the transaction, illiquidity and, to the extent
the Advisers view as to certain market movements is incorrect, the risk that the use of derivatives could result in significantly greater losses than if it had not been used. Losses resulting from the use of derivatives will reduce a
Funds net asset value, and possibly income, and the losses may be significantly greater than if derivatives had not been used. The degree of a Funds use of derivatives may be limited by certain provisions of the Internal Revenue
Code of 1986, as amended (the Code). When used, derivatives may increase the amount and affect the timing and character of taxes payable by shareholders. See
TAXES
.
Risks of Derivatives Outside of the United States
When conducted outside the United States, derivatives may not be regulated as rigorously as in the United States, may not involve a clearing
mechanism and related guarantees, and will be subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities, currencies and other instruments. In addition, the price of any foreign options contract and,
therefore, the potential profit and loss thereon, may be affected by any variance in the foreign exchange rate between the time an order is placed and the time it is liquidated, offset or exercised. The value of positions taken as part of
non-U.S. derivatives also could be adversely affected by: (i) other complex foreign political, legal and economic factors; (ii) lesser availability of data on which to make trading decisions than in the United States; (iii) delays in
a Funds ability to act upon economic events occurring in foreign markets during nonbusiness hours in the United States; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the
United States; and (v) lower trading volume and liquidity.
Equity Investments
Each Fund may invest in equity securities. Equity securities (which generally include common stocks, preferred stocks, warrants, securities
convertible into common or preferred stocks and similar securities) are generally volatile and more risky than some other forms of investment. Equity securities of companies with relatively small market capitalizations may be more volatile than the
securities of larger, more established companies than the broad equity market indices generally. Common stock and other equity securities may take the form of stock in corporations, partnership interests, interests in limited liability companies and
other direct or indirect interests in business organizations.
Exchange-Traded Funds and Other Similar Instruments
12
Shares of exchange-traded funds (ETFs) and other similar instruments may be purchased
by each Fund. Generally, an ETF is an investment company that is registered under the 1940 Act that holds a portfolio of securities designed to track the performance of a particular index or index segment. Similar instruments, used by pools that are
not investment companies, offer similar characteristics and may be designed to track the performance of an index or basket of securities of companies engaged in a particular market or sector. ETFs sell and redeem their shares at net asset value in
large blocks (typically 50,000 of its shares) called creation units. Shares representing fractional interests in these creation units are listed for trading on national securities exchanges and can be purchased and sold in the secondary
market in lots of any size at any time during the trading day.
Investments in ETFs and other similar instruments involve certain inherent
risks generally associated with investments in a broadly-based portfolio of stocks including: (i) risks that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF or other instrument;
(ii) an ETF may not fully replicate the performance of its benchmark index because of temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weightings of
securities or number of stocks held; (iii) an ETF may also be adversely affected by the performance of the specific index, market sector or group of industries on which it is based; and (iv) an ETF may not track an index as well as a
traditional index mutual fund because ETFs are valued by the market and, therefore, there may be a difference between the market value and the ETFs net asset value. Each Fund may both purchase and effect short sales of shares of ETFs and may
also purchase and sell options on shares of ETFs. These investments may be used for hedging purposes or to seek to increase total return (which is considered a speculative activity).
Because ETFs and pools that issue similar instruments incur various fees and expenses, a Funds investment in these instruments will
involve certain indirect costs, as well as transaction costs, such as brokerage commissions. The Adviser will consider expenses associated with an investment in determining whether to invest in an ETF or other instrument. In the case of ETFs that
are investment companies, they invest substantially all of their assets in securities of various securities indices or a particular segment of a securities index. Most ETFs are listed and traded on the NYSE Arca, Inc. (Arca). The market
price of ETFs is expected to fluctuate in accordance with both changes in the asset values of their underlying indices and supply and demand of an ETFs shares on the Arca. ETFs may trade at relatively modest discounts or premiums to net asset
value. In general, most ETFs have a limited operating history and information may be lacking regarding the actual performance and trading liquidity of such shares for extended periods or over complete market cycles. In addition, there is no
assurance that the requirements of the Arca necessary to maintain the listing of ETFs in which a Fund invests will continue to be met or will remain unchanged. In the event substantial market or other disruptions affecting the shares of ETFs held by
a Fund should occur in the future, the liquidity and value of that Funds shares could also be adversely affected. If such disruptions were to occur, that Fund could be required to reconsider the use of ETFs as part of its investment strategy.
Limitations of the 1940 Act, which prohibit a Fund from acquiring more than 3% of the outstanding shares of another investment company,
may restrict a Funds ability to purchase shares of certain ETFs.
13
Firm Commitments and When-Issued Securities
Each Fund may purchase securities on a firm commitment basis, including when-issued securities. Each Fund may also be entitled to receive
when-issued securities in relation to its holdings in common stock of companies that undertake certain corporate actions and reorganizations. Securities purchased on a firm commitment basis are purchased for delivery beyond the normal settlement
date at a stated price and yield. No income accrues to the purchaser of a security on a firm commitment basis prior to delivery. Such securities are recorded as an asset and are subject to changes in value based upon changes in the general level of
interest rates. Purchasing a security on a firm commitment basis can involve a risk that the market price at the time of delivery may be lower than the agreed upon purchase price, in which case there could be an unrealized loss at the time of
delivery. A Fund will only make commitments to purchase securities on a firm commitment basis with the intention of actually acquiring the securities, but may sell them before the settlement date if it is deemed advisable. Each Fund will designate
liquid assets in an amount at least equal in value to the Funds commitments to purchase securities on a firm commitment basis. If the value of these assets declines, the Fund will place additional liquid assets in the account on a daily basis
so that the value of the assets in the account is equal to the amount of such commitments. As when-issued securities are subject to delayed or deferred settlement, such securities may be either illiquid, or suffer from severe constraints in
liquidity.
Fixed-Income Securities
Each Fund may invest in fixed-income securities. Fixed-income securities generally pay a specified rate of interest or dividends, or a rate
that is adjusted periodically by reference to some specified index or market rate or other factor. Fixed-income securities may include securities issued by U.S. federal, state, local and non-U.S. governments and other agencies and instrumentalities,
and by a wide range of private or corporate issuers. Fixed-income securities include, among others, bonds, notes, bills, debentures, convertible securities, bank obligations, mortgage and other asset-backed securities, loan participations and
assignments and commercial paper.
Because interest rates vary, it is impossible to predict the income of a Fund for any particular
period. Except to the extent that values are affected independently by other factors such as developments relating to a specific issuer or group of issuers, when interest rates decline, the value of a fixed-income portfolio can generally be expected
to rise. Conversely, when interest rates rise, the value of a fixed-income portfolio can generally be expected to decline. Prices of longer term securities generally increase or decrease more sharply than those of shorter term securities in response
to interest rate changes, particularly if such securities were purchased at a discount. It should be noted that the market values of securities rated below investment grade and comparable unrated securities tend to react less to fluctuations in
interest rate levels than do those of higher-rated securities.
Call or Buy-Back Features
In addition, many fixed-income securities contain call or buy-back features that permit their issuers to call or repurchase the securities
from their holders. Such securities may present risks
14
based on payment expectations. Although a Fund may typically receive a premium if an issuer were to redeem a security, if an issuer exercises such a call option and redeems the
security during a time of declining interest rates, the Fund may realize a capital loss on its investment if the security was purchased at a premium and the Fund may have to replace the called security with a lower yielding security, resulting in a
decreased rate of return to the Fund.
Floating and Variable Rate Instruments
Each Fund may each invest in floating and variable rate obligations. Floating or variable rate obligations bear interest at rates that are not
fixed, but vary with changes in specified market rates or indices, such as the prime rate, and at specified intervals. The variable rate obligations in which a Fund may invest include variable rate master demand notes, which are unsecured
instruments issued pursuant to an agreement between the issuer and the holder that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate.
Certain of the floating or variable rate obligations that may be purchased by a Fund may carry a demand feature that would permit the holder
to tender them back to the issuer of the instrument or to a third party at par value prior to maturity. Some of the demand instruments purchased by a Fund are not traded in a secondary market and derive their liquidity solely from the ability of the
holder to demand repayment from the issuer or third party providing credit support. If a demand instrument is not traded in a secondary market, the Fund will nonetheless treat the instrument as liquid for the purposes of its investment restriction
limiting investments in illiquid securities unless the demand feature has a notice period of more than seven days; if the notice period is greater than seven days, such a demand instrument will be characterized as illiquid for such purpose. A
Funds right to obtain payment at par on a demand instrument could be affected by events occurring between the date the Fund elects to demand payment and the date payment is due that may affect the ability of the issuer of the instrument or a
third party providing credit support to make payment when due. To facilitate settlement, some demand instruments may be held in book entry form at a bank other than the Funds custodian subject to a sub-custodian agreement approved by the Fund
between that bank and the Funds custodian.
High Yield Securities
Each Fund may invest in high yield securities. High yield securities are considered speculative with respect to the issuers capacity to
pay interest and repay principal in accordance with the terms of the obligations. Under rating agency guidelines, any quality and protective characteristics of high yield securities will likely be outweighed by large uncertainties or major risk
exposures to adverse conditions. Medium and lower rated securities may have poor prospects of ever attaining any real investment standing, may have a current identifiable vulnerability to default, may be unlikely to have the capacity to pay interest
and repay principal when due in the event of adverse business, financial or economic conditions, and/or may be in default or not current in the payment of interest or principal. A Funds achievements of its objective may be more dependent on
the Advisers own credit analysis than is the case with a fund that invests in higher rated fixed-income securities.
The credit
ratings of S&P, Fitch, Moodys or other agencies are evaluations of the safety of principal and interest payments, not market value risk, of lower-rated securities. Credit rating
15
agencies may fail to change timely the credit ratings to reflect subsequent events. Many debt securities in international markets, especially in emerging markets, bear no rating whatsoever.
Ratings organizations have declined to determine ratings for such securities for a host of reasons, including but not limited to the issuers lack of scale, insufficient or inadequate disclosure by the issuer, or insufficient operating history
on the part of the issuer.
None of the Funds or the Adviser can conclude that ratings issued by recognized agencies reflect the true
financial position of the underlying issuer; nor can any Fund or the Adviser be certain an issuer will maintain its current credit rating in the future. When available, the Adviser may refer to selected ratings from recognized agencies. The Adviser
may also choose to augment such ratings with its own analyses of issuers, which may include, among other things, review of historic and current financial conditions and anticipated future cash flows.
Changes in Credit Ratings
. Changes by recognized rating services in their ratings of a high yield security and in the ability of an
issuer to make payments of interest and principal may also affect the value of these investments. A description of the ratings used by Moodys and S&P is set forth in
Appendix A
to this SAI. The ratings of Moodys and S&P
generally represent the opinions of those organizations as to the quality of the securities that they rate. Such ratings, however, are relative and subjective, are not absolute standards of quality, are subject to change and do not evaluate the
market risk or liquidity of the securities. Ratings of a non-U.S. debt instrument, to the extent that those ratings are undertaken, are related to evaluations of the country in which the issuer of the instrument is located, which may cause a rating
to be lower than would otherwise by suggested by the intrinsic creditworthiness of the issuer.
Liquidity.
The secondary markets
for high yield securities are not as liquid as the secondary markets for higher rated securities. The secondary markets for high yield securities are concentrated in relatively few market makers and participants in the market are mostly
institutional investors, including insurance companies, banks, other financial institutions and mutual funds. In addition, the trading volume for high yield securities is generally lower than that for higher-rated securities and the secondary
markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer, decreasing the liquidity of the high yield securities held in a Funds portfolio. These
factors may have an adverse effect on the ability of a Fund holding such securities to dispose of particular portfolio investments at the price it would wish, may adversely affect a Funds net asset value per share and may limit the ability of
a Fund to obtain accurate market quotations for purposes of valuing securities and calculating net asset value.
Legislative and
Regulatory Developments.
Prices for high yield securities may be affected by legislative and regulatory developments. These laws could adversely affect a Funds net asset value and investment practices, the secondary market for high yield
securities, the financial condition of issuers of these securities and the value of outstanding high yield securities. For example, federal legislation requiring the divestiture by federally insured savings and loan associations of their investments
in high yield bonds and limiting the deductibility of interest by certain corporate issuers of high yield bonds adversely affected the market in prior years.
High Yield Corporate Securities.
While the market values of securities rated below investment grade and comparable unrated securities
tend to react less to fluctuations in interest rate levels
16
than do those of higher-rated securities, the values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than
higher-rated securities. In addition, such securities present a higher degree of credit risk. Issuers of these securities are often highly leveraged and may not have more traditional methods of financing available to them, so that their ability to
service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss due to default by such issuers is significantly greater than with investment grade securities because
such securities generally are unsecured and subordinated to the prior payment of senior indebtedness. A Fund also may incur additional expenses to the extent that it is required to seek recovery upon a default in the payment of principal or interest
on its portfolio holdings. These risks may be greater for non-U.S. high yield securities especially those of issuers located in emerging markets.
The development of markets for high yield corporate securities has been a relatively recent phenomenon, especially outside the United States.
In addition, these markets have undergone significant changes in the past and may undergo significant changes in the future.
Most of the
high yield securities in which a Fund invests will bear interest at fixed rates but a Fund may also invest in securities with variable rates of interest or which involve equity features, such as contingent interest or participations based on
revenues, sales or profits (
i.e.
, interest or other payments, often in addition to a fixed rate of return, that are based on the borrowers attainment of specified levels of revenues, sales or profits and thus enable the holder of the
security to share in the potential success of the venture).
High Yield Non-U.S. Debt Securities.
Investing in fixed and floating
rate high yield non-U.S. debt securities, especially those of issuers located in emerging market countries, will expose a Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities
or in which the issuers are located, in addition to the risks of investing in high yield securities generally. For example, the ability and willingness of sovereign obligors in emerging market countries or the governmental authorities that control
repayment of their external debt to pay principal and interest on such debt when due may depend on general economic and political conditions within the relevant country. Certain countries in which a Fund may invest, especially emerging market
countries, have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by
political uncertainty or instability. Additional factors which may influence the ability or willingness to service debt include, but are not limited to, an issuers (including sovereign issuers) cash flow situation, the availability of
sufficient foreign exchange on the date a payment is due, and the relative size of its debt service burden. Non-U.S. issuers, including government issuers, may also have debt (such as commercial bank debt) which is senior to its high yield
securities.
The ability of a non-U.S. sovereign obligor, especially an obligor in an emerging market country, to make timely payments on
its external debt obligations will also be strongly influenced by the obligors balance of payments, including export performance, its access to international credit and investments, fluctuations in interest rates and the extent of its foreign
reserves, and the issuing governments policy toward the International Monetary Fund, the World Bank and other
17
international agencies. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international
prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a non-U.S. sovereign
obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign
investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the governments implementation of economic reforms and/or economic performance and the
timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds, which may
further impair the obligors ability or willingness to timely service its debts. The cost of servicing external debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear
interest at rates which are adjusted based upon international interest rates. The ability to service external debt will also depend on the level of the relevant governments international currency reserves and its access to foreign exchange.
Currency devaluations may affect the ability of an issuer to obtain sufficient foreign exchange to service its debt. The risks enumerated above are particularly heightened with regard to issuers in emerging market countries.
As a result of the foregoing or other factors, a governmental obligor, especially an obligor in an emerging market country, may default on its
obligations. If such an event occurs, the Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of non-U.S.
sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country.
Illiquid Securities
Each Fund may invest up to 15% of the value of its net assets in illiquid securities. The term illiquid securities for this
purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the securities. Illiquid securities are considered to include, among other things,
written OTC options, securities or other liquid assets being used as cover for such options, repurchase agreements with maturities in excess of seven days, certain loan participation interests, fixed time deposits which are not subject to prepayment
or provide for withdrawal penalties upon prepayment (other than overnight deposits), and other securities whose disposition is restricted under the federal securities laws.
To the extent that instruments that a Fund holds become illiquid due to the lack of sufficient buyers or market or other conditions, the
percentage of the Funds assets invested in illiquid assets would increase. The Adviser, under the supervision of the Board of Trustees, monitors Fund investments in assignments and loan participations and will, in such a case, consider
appropriate measures to enable a Fund to maintain sufficient liquidity for operating purposes and to meet redemption requests.
18
Inflation-Indexed Bonds
Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. Two
structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon.
Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or twenty years, although it is possible that securities
with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semiannual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond
with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months were 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be
$15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45
($1,030 times 1.5%).
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be
adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in
the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. The Fund may also invest in other inflation related bonds which may or may
not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. The value of inflation-indexed bonds is expected to change in response
to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation.
Interest-Only Securities
Interest only
securities (IOs) are a form of stripped mortgage security. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including
savings and loan associations, mortgage banks and special purpose subsidiaries of the foregoing. The risk of early prepayment is the primary risk associated with IOs.
Stripped mortgage securities are structured with two or more classes of securities that receive different proportions of the interest and
principal distributions on a pool of mortgage assets. IOs are one class of a stripped mortgage security that receives all of the interest (while another class will receive all of the principal (POs or principal only class)).
Interest Rate and Equity Swaps and Related Transactions
Each Fund may enter into interest rate and equity swaps and may purchase or sell (
i.e.
, write) interest rate and equity caps, floors
and collars. Each Fund expects to enter into these transactions in order to hedge against either a decline in the value of the securities included in a
19
Funds portfolio, or against an increase in the price of the securities which it plans to purchase, in order to preserve or maintain a return or spread on a particular investment or portion
of its portfolio or to achieve a particular return on cash balances, or in order to increase income or gain. Interest rate and equity swaps involve the exchange by a Fund with another party of their respective commitments to make or receive payments
based on a notional principal amount. The purchase of an interest rate or equity cap entitles the purchaser, to the extent that a specified index exceeds a predetermined level, to receive payments on a contractually-based principal amount from the
party selling the interest rate or equity cap. The purchase of an interest rate or equity floor entitles the purchaser, to the extent that a specified index falls below a predetermined rate, to receive payments on a contractually-based principal
amount from the party selling the interest rate or equity floor. A collar is a combination of a cap and a floor which preserve a certain return within a predetermined range of values.
A Fund will usually enter into interest rate and equity swaps on a net basis (
i.e.
, the two payment streams are netted out), with the
Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Funds obligations over its entitlements with respect to each interest rate or equity swap will generally be
accrued on a daily basis, and an amount of liquid assets having an aggregate net asset value at least equal to the accrued excess will be designated to cover such liability. If a Fund enters into an interest rate or equity swap on other than a net
basis, the Fund will designate the full amount accrued on a daily basis of the Funds obligations with respect to the swap.
The use
of interest rate and equity swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Adviser is incorrect in its forecasts of market
values, interest rates and other applicable factors, the investment performance of a Fund would diminish compared with what it would have been if these investment techniques were not utilized. Moreover, even if the Adviser is correct in its
forecasts, there is a risk that the swap position may correlate imperfectly with the price of the asset or liability being hedged.
As is
the case with options strategies, the effective use of swaps and related transactions by a Fund may depend, among other things, on the Funds ability to terminate the transactions at times when the Adviser deems it desirable to do so. To the
extent the Fund does not, or cannot, terminate such a transaction in a timely manner, the Fund may suffer a loss in excess of any amounts that it may have received, or expected to receive, as a result of entering into the transaction.
The liquidity of swap agreements will be determined by the Adviser based on various factors, including (i) the frequency of trades and
quotations, (ii) the number of dealers and prospective purchasers in the marketplace, (iii) dealer undertakings to make a market, (iv) the nature of the security (including any demand or tender features), and (v) the nature of
the marketplace for trades (including the ability to assign or offset the Funds rights and obligations relating to the investment).
There is no limit on the amount of interest rate and equity swap transactions that may be entered into by a Fund. The effective use of swaps
and related transactions by a Fund may depend, among other things, on the Funds ability to terminate the transactions at times when the Adviser
20
deems it desirable to do so. Because swaps and related transactions are bilateral contractual arrangements between the Fund and counterparties to the transactions, the Funds ability to
terminate such an arrangement may be considerably more limited than in the case of an exchange traded instrument. To the extent a Fund does not, or cannot, terminate such a transaction in a timely manner, the Fund may suffer a loss in excess of any
amounts that it may have received, or expected to receive, as a result of entering into the transaction. If the other party to a swap defaults, the Funds risk of loss is the net amount of payments that the Fund contractually is entitled to
receive, if any. Each Fund may purchase and sell caps, floors and collars without limitation, subject to the segregated account requirement described above.
Loans of Portfolio Securities
Upon
approval by the Board of Trustees, each Fund may lend portfolio securities to brokers or dealers or other financial institutions in accordance with policies and procedures of the Trust, as may be adopted from time to time. The procedure for the
lending of securities will typically include the following features and conditions. The collateral will consist either of U.S. Government Securities or the borrower of the securities will deposit cash with the Fund in an amount equal to a minimum of
100% of the market value of the securities lent. The Fund will seek to invest the collateral in short-term debt securities, cash equivalents (or pooled investment vehicle interests in cash, cash equivalents and short-term debt instruments) and earn
the income thereon. A negotiated portion of the income so earned may be paid to the borrower or the broker who arranged the loan. The collateral will be marked to market daily, and if the value of the collateral drops below the required minimum at
any time, the borrower may typically be called upon to post additional collateral. These will be demand loans and may be terminated by the Fund at any time. The Fund will receive any dividends and interest paid on the securities lent,
although the U.S. federal income tax characteristics of such payment may change. The Funds performance will continue to reflect changes in the value of the securities loaned.
These transactions must be fully collateralized at all times, but involve some credit risk to a Fund if the borrower or the party (if any)
guaranteeing the loan should default on its obligations. In the event of the default or bankruptcy of the other party to a securities loan, the Fund could experience delays in recovering the securities it lent. To the extent that, in the meantime,
the value of the securities the Fund lent has increased or the value of the collateral decreased, the Fund could experience a loss. In the event of a default by the borrower, the Fund will, if permitted by law, dispose of such collateral except that
the Fund may retain any such part thereof that is a security in which the Fund is permitted to invest.
Although voting rights or rights
to consent with respect to the loaned securities pass to the borrower, the Fund, as the lender, generally retains the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will attempt to do
so in order that the securities may be voted by the Fund if the holders of such securities are asked to vote upon or consent to matters which the Adviser believes materially affect the investment; however, the Fund may not be able to recall the
securities in time for the Fund to be the owner on the record date for determining shareholders entitled to vote or consent on the matter. The Fund may typically also call such loans in order to sell the securities involved.
21
Money Market Instruments/Securities
Each Fund may hold money market instruments, including commercial paper, bankers acceptances, certificates of deposit and other short term
debt securities as ancillary liquid assets.
Mortgage-Related And Other Asset Backed Securities
Mortgage-related securities are interests in pools of residential or commercial mortgage loans, including mortgage loans made by savings and
loan institutions, mortgage bankers, commercial banks and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations. Each Fund may also invest in debt
securities which are secured with collateral consisting of mortgage-related securities.
Non-U.S. Securities
Investors should recognize that investing in the securities of non-U.S. issuers generally, and particularly in emerging market issuers,
involves special considerations which are not typically associated with investing in securities of U.S. issuers. Investments in securities of non-U.S. issuers may involve risks arising from differences between U.S. and non-U.S. securities markets,
including less volume, much greater price volatility in and relative illiquidity of non-U.S. securities markets, different trading and settlement practices, and less governmental supervision and regulation, from changes in currency exchange rates,
from high and volatile rates of inflation, from economic, social and political conditions and, as with domestic multinational corporations, from fluctuating interest rates.
Since most non-U.S. securities are denominated in non-U.S. currencies or traded primarily in securities markets in which settlements are made
in non-U.S. currencies, the value of these investments and the net investment income available for distribution to shareholders of a Fund may be affected favorably or unfavorably by changes in currency exchange rates or exchange control regulations.
Because each Fund may purchase securities denominated in non-U.S. currencies, a change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of the Funds assets and the Funds income
available for distribution. A Funds foreign currency transactions may give rise to ordinary income or loss for U.S. federal income tax purposes, to the extent such income or loss results from fluctuations in the value of the foreign currency.
In addition, although a Funds income may be received or realized in foreign currencies, the Fund will be required to compute and
distribute its income in U.S. dollars. Therefore, if the value of a currency relative to the U.S. dollar declines after the Funds income has been earned in that currency, translated into U.S. dollars and declared as a dividend, but before
payment of such dividend, the Fund could be required to liquidate portfolio securities to pay such dividend. Similarly, if the value of a currency relative to the U.S. dollar declines between the time the Fund incurs expenses or other obligations in
U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in such currency of such expenses at the time they were incurred.
Certain markets are in only the earliest stages of development. There is also a high concentration of market capitalization and trading volume
in a small number of issuers representing a limited
22
number of industries, as well as a high concentration of investors and financial intermediaries. Many of such markets also may be affected by developments with respect to more established markets
in the region. Brokers in non-U.S. and emerging market countries typically are fewer in number and less capitalized than brokers in the United States. These factors, combined with the U.S. regulatory requirements for open-end investment companies
and the restrictions on foreign investment, result in potentially fewer investment opportunities for a Fund and may have an adverse impact on the investment performance of the Fund. There generally is less governmental supervision and regulation of
exchanges, brokers and issuers in non-U.S. countries than there is in the United States. For example, there may be no comparable provisions under certain non-U.S. laws to insider trading and similar investor protection securities laws that apply
with respect to securities transactions consummated in the United States. Further, brokerage commissions and other transaction costs on non-U.S. securities exchanges generally are higher than in the United States. With respect to investments in
certain emerging market countries, less comprehensive legal systems may have an adverse impact on a Fund. For example, while the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation is generally limited
to the amount of the shareholders investment, the notion of limited liability is less clear in emerging market countries. Similarly, the rights of investors in emerging market companies may be more limited than those of shareholders of U.S.
corporations.
Other investment risks include the possible imposition of foreign withholding taxes on certain amounts of a Funds
income which may reduce the net return on non-U.S. investments as compared to income received from a U.S. issuer, the possible seizure or nationalization of foreign assets and the possible establishment of exchange controls, expropriation,
confiscatory taxation, other foreign governmental laws or restrictions which might affect adversely payments due on securities held by a Fund, the lack of extensive operating experience of eligible foreign sub-custodians, and legal limitations on
the ability of a Fund to recover assets held in custody by a foreign sub-custodian in the event of the sub-custodians bankruptcy.
In addition, there may be less publicly-available information about a non-U.S. issuer than about a U.S. issuer, and non-U.S. issuers
may not be subject to the same accounting, auditing and financial record-keeping standards and requirements as U.S. issuers. In particular, the assets and profits appearing on the financial statements of an emerging market country issuer may
not reflect its financial position or results of operations in the way they would be reflected had the financial statements been prepared in accordance with U.S. generally accepted accounting principles. In addition, for an issuer that keeps
accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the issuers balance sheet in order to express items in terms of
currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of
those issuers and securities markets. Finally, in the event of a default of any such foreign obligations, it may be more difficult for a Fund to obtain or enforce a judgment against the issuers of such obligations. The manner in which foreign
investors may invest in companies in certain emerging market countries, as well as limitations on such investments, also may have an adverse impact on the operations of a Fund. For example, a Fund may be required in certain of such countries to
invest initially through a local broker or other entity and then have the shares purchased re-registered in the name of the Fund. Re-
23
registration may in some instances not be able to occur on a timely basis, resulting in a delay during which a Fund may be denied certain of its rights as an investor.
Non-U.S. markets have different clearance and settlement procedures, and in certain markets there have been times when settlements have failed
to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, satisfactory custodial services for investment securities may not be available in some countries having smaller emerging markets,
which may result in a Fund incurring additional costs and delays in transporting and custodying such securities outside such countries. Delays in settlement or other problems could result in periods when assets of a Fund are uninvested and no return
is earned thereon. The inability of a Fund to make intended security purchases due to settlement problems or the risk of intermediary counterparty failures could cause the Fund to miss attractive investment opportunities. The inability to dispose of
a portfolio security due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of such portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible
liability to the purchaser.
Non-U.S. Sub-custodians
Rules adopted under the 1940 Act permit each Fund to maintain its non-U.S. securities and cash in the custody of certain eligible non-U.S.
banks and securities depositories.
Certain banks in non-U.S. countries may not be eligible sub-custodians for a Fund, in which event the
Fund may be precluded from purchasing securities in certain non-U.S. countries in which it otherwise would invest or which may result in the Funds incurring additional costs and delays in providing transportation and custody services for such
securities outside of such countries. A Fund may encounter difficulties in effecting on a timely basis portfolio transactions with respect to any securities of issuers held outside their countries. Other banks that are eligible non-U.S.
sub-custodians may be recently organized or otherwise lack extensive operating experience. In addition, in certain countries there may be legal restrictions or limitations on the ability of a Fund to recover assets held in custody by non-U.S.
sub-custodians in the event of the bankruptcy of the sub-custodian.
Options
A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer of the option the obligation to
buy (if the option is exercised), the underlying security, index, currency or other instrument at the exercise price. A Funds purchase of a put option on a security, for example, might be designed to protect its holdings in the underlying
instrument (or, in some cases, a similar instrument) against a substantial decline in the market value of such instrument by giving the Fund the right to sell the instrument at the option exercise price. A call option, upon payment of a premium,
gives the purchaser of the option the right to buy (if the option is exercised), and the seller the obligation to sell, the underlying instrument at the exercise price. A Funds purchase of a call option on a security, index, currency or other
instrument might be intended to protect the Fund against an increase in the price of the underlying instrument that it intends to purchase in the future by fixing the price at which it may purchase the instrument. An American style put
or call option may be exercised at any time during the
24
option period, whereas a European style put or call option may be exercised only upon expiration or during a fixed period prior to expiration. Exchange-listed options are issued by a
regulated intermediary such as the Options Clearing Corporation (OCC), which guarantees the performance of the obligations of the parties to the options.
In order to hedge against adverse market shifts or to potentially increase income or gain, a Fund may purchase put and call options or write
covered put and call options on stock indices, interest rates and currencies. In addition, a Fund may utilize options on currencies in order to hedge against currency exchange rate risks or to gain exposure to one or more currencies. A
call option written by a Fund is covered so long as the Fund owns: (i) the underlying investment subject to the option; (ii) securities convertible or exchangeable without the payment of any consideration into the securities
subject to the option; or (iii) a call option on the relevant security or currency with an exercise price no higher than the exercise price on the call option written. A put option written by the Fund is covered if the Fund either
(a) designates on its or its custodian records liquid securities having a value at least equal to the exercise price of the underlying investment or (b) has certain offsetting puts. Parties to options transactions must make certain
payments and/or set aside certain amounts of assets in connection with each transaction.
By writing a call, a Fund will generally limit
its opportunity to profit from an increase in the market value of the underlying investment above the exercise price of the option for as long as the Funds obligation as writer of the option continues. By writing a put, a Fund will generally
limit its opportunity to profit from a decrease in the market value of the underlying investment below the exercise price of the option for as long as the Funds obligation as writer of the option continues. Upon the exercise of a put option
written by a Fund, the Fund may suffer an economic loss equal to the difference between the price at which the Fund is required to purchase the underlying investment and its market value at the time of the option exercise, less the premium received
for writing the option. Upon the exercise of a call option written by a Fund, the Fund may suffer an economic loss equal to an amount not less than the Funds acquisition cost of the investment underlying the option, less the sum of the premium
received for writing the option and the exercise price paid to the Fund.
A Fund may choose to exercise the options it holds, permit them
to expire or terminate them prior to their expiration by entering into closing transactions. A Fund may enter into a closing purchase transaction in which the Fund purchases an option having the same terms as the option it had written or a closing
sale transaction in which the Fund sells an option having the same terms as the option it had purchased.
Exchange-listed options on
securities and currencies, with certain exceptions, generally settle by physical delivery of the underlying security or currency, although in the future, cash settlement may become available. Frequently, rather than taking or making delivery of the
underlying instrument through the process of exercising the option, listed options are closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option. Index options are cash settled for the net
amount, if any, by which the option is in-the-money (that is, the amount by which the value of the underlying instrument exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise price of the
option) at the time the option is exercised.
25
OTC options are purchased from or sold to securities dealers, financial institutions or other
parties (collectively referred to as counterparties and individually referred to as a counterparty) through a direct bilateral agreement with the counterparty. In contrast to exchange-listed options, which generally have
standardized terms and performance mechanics, the terms of an OTC option, including such terms as method of settlement, term, exercise price, premium, guaranties and security, are determined by negotiation of the parties.
Unless the parties provide for it, no central clearing or guaranty function is involved in an OTC option. As a result, if a counterparty fails
to make or take delivery of the security, currency or other instrument underlying an OTC option it has entered into with a Fund or fails to make a cash settlement payment due in accordance with the terms of that option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit of the transaction. Thus, the Adviser must assess the creditworthiness of each such counterparty or any guarantor or credit enhancement of the counterpartys credit to determine
the likelihood that the terms of the OTC option will be met.
If a Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the value of the underlying securities or instruments held by the Fund or will increase the Funds income. Similarly, the sale of put options can also provide gains for a
Fund. A Fund may purchase and sell call options on securities that are traded on U.S. and foreign securities exchanges and in the OTC markets, and on securities indices and currencies. All calls sold by a Fund must be covered (that is,
the Fund must own the securities subject to the call), or must otherwise meet the asset segregation requirements described below for so long as the call is outstanding. Even though the Fund will receive the option premium to help protect it against
loss, use of options could result in losses to the Fund, force the purchase or sale of portfolio securities at inopportune times or for prices higher or lower than current market values, or cause the Fund to hold a security it might otherwise sell
or sell a security it might otherwise hold.
A Funds ability to close out its position as a purchaser or seller of an OCC-issued or
exchange-listed put or call option is dependent, in part, upon the liquidity of the particular option market. Among the possible reasons for the absence of a liquid option market on an exchange are: (i) insufficient trading interest in certain
options; (ii) restrictions on transactions imposed by an exchange; (iii) trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities, including reaching
daily price limits; (iv) interruption of the normal operations of the OCC or an exchange; (v) inadequacy of the facilities of an exchange or the OCC to handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options), in which event the relevant market for that option on that exchange would cease to exist, although any such outstanding options on that exchange would continue to be
exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours during which the
underlying financial instruments are traded. To the extent that the option markets close before the markets for the underlying financial instruments, significant price and rate movements can take place in the underlying markets that would not be
reflected in the corresponding option markets.
26
Each Fund reserves the right to purchase or sell options on instruments and indices other than
those described here and which may be developed in the future to the extent consistent with applicable law, the Funds investment objective and the restrictions set forth herein.
Options on Stocks and Stock Indices
Each Fund may purchase put and call options and write covered put and call options on stocks and stock indices in order to hedge against
movements in the equity markets or to potentially increase income or gain to the Fund. In addition, a Fund may purchase options on stocks that are traded over-the-counter. Options on stock indices are similar to options on specific securities.
However, because options on stock indices do not involve the delivery of an underlying security, the option represents the holders right to obtain from the writer cash in an amount equal to a fixed multiple of the amount by which the exercise
price exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying stock index on the exercise date. Options are also traded in certain industry or market segment indices such as the Oil Index, the
Computer Technology Index, and the Transportation Index. Stock index options are subject to position and exercise limits and other regulations imposed by the exchange on which they are traded.
If the Adviser expects general stock market prices to rise, a Fund might purchase a call option on a stock index as a hedge against an
increase in prices of particular equity securities it wants ultimately to buy. If the stock index does rise, the price of the particular equity securities intended to be purchased may also increase, but that increase should be offset in part by the
increase in the value of the Funds index option resulting from the increase in the index. If, on the other hand, the Adviser expects general stock market prices to decline, it might purchase a put option on the index. If that index does
decline, the value of some or all of the equity securities in the Funds portfolio may also be expected to decline, but that decrease would be offset in part by the increase in the value of the Funds position in such put option.
Options on Currencies
Each Fund may
invest in options on currencies traded on domestic and foreign securities exchanges in order to hedge against currency exchange rate risks or to increase income or gain, as described above in
Currency Transactions
.
Other Investment Companies (excluding ETFs)
Each Fund may invest in shares of other investment companies, including open-end investment companies, subject to limits prescribed by the
1940 Act. These investment companies typically incur fees that are separate from those fees incurred directly by the Fund. A Funds purchase of such investment company securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying Fund expenses. No adjustments will be made to the advisory fee with respect to assets of the Fund invested
in such investment companies.
A Funds investment in other investment companies may include securities of closed-end investment
companies investing in foreign securities. A Fund will invest in closed-end
27
investment companies only in furtherance of their investment objectives. Growth in appreciation and dividends in foreign markets sometimes occurs at a faster rate than in domestic markets. The
ability of a Fund to invest in closed-end investment companies that invest in foreign securities provides, indirectly, greater variety and added expertise with respect to investments in foreign markets than if the Fund invested directly in such
markets. Such companies themselves, however, may have policies that are different from those of the Funds.
A Funds investment in
other investment companies may also include shares of ETFs, which are described elsewhere in this section under the heading
Exchange-Traded Funds and Other Similar Instruments
.
Preferred Stock
Preferred stocks, like
debt obligations, are generally fixed-income securities. Shareholders of preferred stocks normally have the right to receive dividends at a fixed rate when and as declared by the issuers board of directors, but do not participate in other
amounts available for distribution by the issuing corporation. Dividends on the preferred stock may be cumulative, and generally all cumulative dividends must be paid prior to common shareholders receiving any dividends. Because as a general matter
preferred stock dividends must be paid before common stock dividends, preferred stocks generally entail less risk than common stocks. Upon liquidation, preferred stocks are generally entitled to a specified liquidation preference, which is generally
the same as the par or stated value, and are senior in right of payment to common stock. Preferred stocks are, however, equity securities in the sense that they do not represent a liability of the issuer and, therefore, do not offer as great a
degree of protection of capital or assurance of continued income as investments in corporate debt securities. In addition, preferred stocks are subordinated in right of payment to all debt obligations and creditors of the issuer, and convertible
preferred stocks may be subordinated to other preferred stock of the same issuer.
Repurchase Agreements
Each Fund may enter into repurchase agreements. A repurchase agreement is a transaction in which the seller of a security commits itself at
the time of sale to repurchase that security from the buyer at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed-upon market interest rate unrelated to the coupon rate on the purchased
security. Such transactions afford a Fund the opportunity to earn a return on temporarily available cash at relatively low market risk. The Adviser monitors the value of the securities underlying the repurchase agreement at the time the transaction
is entered into and at all times during the term of the repurchase agreement to ensure that the value of the securities always equals or exceeds the repurchase price. The Fund requires that additional securities be deposited if the value of the
securities purchased decreases below their resale price and does not bear the risk of a decline in the value of the underlying security unless the seller defaults under the repurchase obligation.
While the underlying security may be a bill, certificate of indebtedness, note or bond issued by an agency, authority or instrumentality of
the U.S. government, the obligation of the seller is not guaranteed by the U.S. government and there is a risk that the seller may fail to repurchase the underlying security. In such event, the Fund would attempt to exercise rights with respect to
the
28
underlying security, including possible disposition in the market. However, the Fund may be subject to various delays and risks of loss, including (i) possible declines in the value of the
underlying security during the period while the Fund seeks to enforce its rights thereto, (ii) possible reduced levels of income and lack of access to income during this period, and (iii) inability to enforce rights and the expenses
involved in the attempted enforcement.
Repurchase agreements with maturities of more than seven days will be treated as illiquid securities.
Reverse Repurchase Agreements
Each Fund
may 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 a 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.
Restricted Securities and Securities With Limited Trading Markets (Rule 144A)
Each Fund may purchase securities for which there is a limited trading market or which are subject to restrictions on resale to the
public. If a Fund were to acquire substantial positions in securities with limited trading markets, the activities of the Fund could have an adverse effect upon the liquidity and marketability of such securities and the Fund might not be able to
dispose of its holdings in those securities at then current market prices. Circumstances could also exist (to satisfy redemptions, for example) when portfolio securities might have to be sold by the Fund at times which otherwise might be considered
to be disadvantageous so that the Fund might receive lower proceeds from such sales than it had expected to realize. Investments in securities which are restricted may involve added expenses to the Fund should the Fund be required to
bear registration costs with respect to such securities and could involve delays in disposing of such securities which might have an adverse effect upon the price and timing of sales of such securities and the liquidity of the Fund with respect to
redemptions. Restricted securities and securities for which there is a limited trading market may be significantly more difficult to value due to the unavailability of reliable market quotations for such securities, and investment in such securities
may have an adverse impact on net asset value. The Fund may purchase Rule 144A securities for which there may be a secondary market of qualified institutional buyers as contemplated by Rule 144A under the 1933 Act. Liquidity determinations with
respect to Rule 144A securities will be made by the Board of Trustees or by the Adviser pursuant to guidelines established by the Board. A Funds holdings of Rule 144A securities which are considered liquid securities will not be
subject to the Funds applicable limitation on investments in illiquid securities.
Securities Related Activities
29
In some countries, banks or other financial institutions may constitute a substantial number
of the leading companies or companies with the most actively traded securities. The 1940 Act limits a Funds ability to invest in any equity security of an issuer which, in its most recent fiscal year, derived more than 15% of its revenues from
securities related activities, as defined by the rules thereunder. These provisions may also restrict a Funds investments in certain non-U.S. banks and other financial institutions.
Short Sales
Each Fund may make short
sales of securities consistent with its strategies. A short sale is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline.
When a Fund makes a short sale, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short
sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any accrued interest and dividends on such borrowed
securities.
If the price of the security sold short increases between the time of the short sale and the time that the Fund replaces the
borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling
may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
To the extent that a Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales
against the box) will maintain additional asset coverage in the form of segregated or earmarked assets that the Adviser determines to be liquid in accordance with procedures established by the Board of Trustees and that is
equal to the current market value of the securities sold short, or will ensure that such positions are covered by offsetting positions, until the Fund replaces the borrowed security. A short sale is against the box to the
extent that the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. A Fund may engage in short selling to the extent permitted by the federal securities laws and rules and
interpretations thereunder. To the extent a Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.
Temporary Defensive Positions
Each Fund
may depart from its principal investment strategies in response to adverse market, economic or political conditions by taking temporary defensive positions in short-term debt securities, cash and cash equivalents, and sovereign, government and
agency debts and obligations. Under such circumstances, the Fund may not achieve its investment objective.
Use of Segregated and Other Special
Accounts
30
Use of many derivatives by a Fund will require, among other things, that the Fund designate
liquid assets to cover its obligations under the derivative to the extent the Funds obligations are not otherwise covered through ownership of the underlying security, financial instrument or currency or otherwise. In general,
either the full amount of any obligation by the Fund to pay or deliver securities or assets must be covered at all times by the securities, instruments or currency required to be delivered, or, subject to any regulatory restrictions, an amount of
liquid assets at least equal to the current amount of the obligation must be designated. A call option on securities written by a Fund, for example, will require the Fund to hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to designate liquid securities sufficient to purchase and deliver the securities if the call is exercised. A call option sold by a Fund on an index will require the Fund to own portfolio
securities that correlate with the index or to segregate liquid securities equal to the excess of the index value over the exercise price on a current basis. A put option on securities written by the a will require the Fund to designate liquid
securities equal to the exercise price.
The options entered into by a Fund, including those on securities, currency, financial
instruments or indices, and OCC-issued and exchange-listed index options may provide for cash settlement or for physical delivery.
Derivatives may be covered by means other than those described above when consistent with applicable regulatory policies. A Fund may also
enter into offsetting transactions so that its combined position, coupled with any segregated assets, equals its net outstanding obligation in related derivatives. A Fund could purchase a put option, for example, if the strike price of that option
is the same as or higher than the strike price of a put option sold by the Fund. Moreover, instead of designating assets if it holds a forward contract, a Fund could purchase a put option on the same forward contract with a strike price as high as
or higher than the price of the contract held. Other derivatives may also be offset in combinations. If the offsetting transaction terminates at the time of or after the primary transaction, no segregation is required, but if it terminates prior to
that time, assets equal to any remaining obligation would need to be segregated.
U.S. Government Securities
Each Fund may invest without limit in securities issued or guaranteed by the U.S. government or by its agencies or instrumentalities. U.S.
government securities in general include a wide variety of U.S. Treasury obligations consisting of bills, notes and bonds, which principally differ only in their interest rates, maturities and times of issuance. Securities issued or guaranteed by
U.S. government agencies and instrumentalities are debt securities issued by agencies or instrumentalities established or sponsored by the U.S. government and may be backed only by the credit of the issuing agency or instrumentality. A Fund will
invest in such obligations only where the Adviser is satisfied that the credit risk with respect to the issuer is minimal.
Securities
issued by the U.S. Treasury generally do not involve the credit risks associated with investments in other types of fixed-income securities, although, as a result, the yields available from these securities are generally lower than the yields
available from corporate fixed-income securities. Like other debt securities, however, the values of U.S. government securities change as interest rates fluctuate, which could affect the Funds net asset value. Since the magnitude of
31
these fluctuations will generally be greater at times when the Funds average maturity is longer, under certain market conditions the Fund may, for temporary defensive purposes, accept lower
current income from short-term investments rather than investing in higher yielding long-term securities. Some U.S. Government securities (such as Fannie Maes and Freddie Macs) are guaranteed as to the payment of principal and interest by the
relevant entity (e.g., FNMA or FHLMC) but are not backed by the full faith and credit of the U.S. government. Therefore, the securities would generally be neither issued nor guaranteed by the U.S. Treasury.
Warrants and Rights
Each Fund may
invest in warrants and rights. Warrants are securities that are usually issued together with a debt security or preferred stock and that give the holder the right to buy a proportionate amount of common stock at a specified price until a stated
expiration date. Buying a warrant generally can provide a greater potential for profit or loss than an investment of equivalent amounts in the underlying common stock. The market value of a warrant does not necessarily move with the value of the
underlying securities. If a holder does not sell the warrant, it risks the loss of its entire investment if the market price of the underlying security does not, before the expiration date, exceed the exercise price of the warrant. Investing in
warrants is a speculative activity. Warrants pay no dividends and confer no rights (other than the right to purchase the underlying securities) with respect to the assets of the issuer. A right is a privilege granted, typically to existing
shareholders of a corporation, to subscribe for shares of a new issue of stock before it is issued. Rights normally have a short life, usually two to four weeks, may be freely transferable and generally entitle the holder to buy the new common stock
at a lower price than the public offering price.
Zero Coupon Securities, Pay-In-Kind Bonds and Deferred Payment Securities
Each Fund may invest in zero coupon securities, pay-in-kind bonds and deferred payment securities. Zero coupon securities are debt securities
that pay no cash income but are sold at substantial discounts from their value at maturity. When a zero coupon security is held to maturity, its entire return, which consists of the amortization of discount, comes from the difference between its
purchase price and its maturity value. This difference is known at the time of purchase, so that investors holding zero coupon securities until maturity know at the time of their investment what the expected return on their investment will be. Zero
coupon securities may have conversion features. A Fund also may purchase pay-in-kind bonds. Pay-in-kind bonds pay all or a portion of their interest in the form of debt or equity securities. Deferred payment securities are securities that remain
zero coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals.
Zero coupon securities, pay-in-kind bonds and deferred payment securities tend to be subject to greater price fluctuations in response to
changes in interest rates than are ordinary interest-paying debt securities with similar maturities. The value of zero coupon securities appreciates more during periods of declining interest rates and depreciates more during periods of rising
interest rates than ordinary interest-paying debt securities with similar maturities. Zero coupon securities, pay-in-kind bonds and deferred payment securities may be issued by a wide variety of corporate and governmental issuers. Although these
instruments are generally not traded on a national securities exchange, they are widely traded by brokers and dealers and, to such extent,
32
will not generally be considered illiquid for the purposes of the Funds limitation on investments in illiquid securities.
Current U.S. federal income tax law requires the holder of a zero coupon security, certain pay-in-kind bonds, deferred payment securities and
certain other securities acquired at a discount to accrue income with respect to these securities prior to the receipt of cash payments. Accordingly, to avoid liability for U.S. federal income and excise taxes, a Fund may be required to distribute
income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.
INVESTMENT LIMITATIONS
Fundamental and Non-Fundamental Investment Restrictions
The following is a description of fundamental policies of the Funds that may not be changed without the vote of a majority of a Funds
outstanding voting securities. Under the 1940 Act, the vote of a majority of the outstanding securities of a company means the vote, at the annual or a special meeting of the security holders of such company duly called: (A) of 67 per
centum or more of the voting securities present at such meeting, if the holders of more than 50 per centum of the outstanding voting securities of such company are present or represented by proxy; or (B) of more than 50 per centum of
the outstanding voting securities of such company, whichever is less. The other restrictions set forth below, as well as each Funds investment objective and each of the other investment restrictions set forth in the Prospectus or this SAI and
not designated as fundamental, are not fundamental policies and may be changed by the Board of Trustees. The percentages set forth below and the percentage limitations set forth in the Prospectus apply at the time of the purchase of a security and
shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of a purchase of such security. For purposes of the fundamental and non-fundamental restrictions set forth below, total
assets means net assets, plus the amount of any borrowings for investment purposes.
A Fund may not:
(1) Purchase securities which would cause 25% or more of the value of its total assets at the time of purchase to be directly
invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries (excluding obligations issued or guaranteed by the U.S. Government or any state or territory of the United
States or any of their agencies, instrumentalities or political subdivisions), provided that other investment companies shall not be regarded as an industry for purposes of this restriction;
(2) Borrow money, except to the extent permitted under the 1940 Act (see
Borrowing
above);
(3) Make loans, except that a Fund may purchase or hold debt instruments in accordance with their investment objectives and
policies; provided however, this restriction does not apply to repurchase agreements or loans of portfolio securities;
33
(4) Act as an underwriter of securities of other issuers except that, in the
disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws;
(5)
Purchase or sell real estate, although a Fund may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and they may acquire and
dispose of real estate or interests in real estate acquired through the exercise of their rights as a holder of debt obligations secured by real estate or interests therein;
(6) Purchase or sell physical commodities, except that a Fund may purchase and sell options, may enter into foreign exchange
contracts and may enter into swap agreements and other financial transactions not requiring the delivery of physical commodities, including but not limited to, purchasing or selling commodity exchange-traded funds or exchange-traded notes; and
(7) Issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.
Restrictions (2) and (7) above shall be interpreted based upon no-action letters and other pronouncements of the staff of the U.S.
Securities and Exchange Commission (SEC). Under current pronouncements, certain Fund positions may be excluded from the definition of senior security so long as the Fund maintains adequate cover, segregation of assets or
otherwise. See
Borrowing
above.
For the purposes of restriction (1) above, industry classifications are
determined for the Fund in accordance with the industry or sub-industry classifications established by the Global Industry Classification Standard (GICS). A Fund may use other classification titles, standards and systems from time to time, as it
determines to be in the best interests of shareholders. The use of any particular classification system is not a fundamental policy.
In
addition, it is contrary to the Funds present policies, which may be changed without shareholder vote, to purchase any illiquid security, including any securities whose disposition is restricted under federal securities laws and securities
that are not readily marketable, if, as a result, more than 15% of the Funds net assets (based on then-current value) would then be invested in such securities. For purposes of this restriction, the staff of the SEC is presently of the view
that repurchase agreements maturing in more than seven days are subject to this restriction. Until that position is revised, modified or rescinded, the Funds will conduct their operations in a manner consistent with this view. This limitation on
investment in illiquid securities does not apply to certain restricted securities, including securities pursuant to Rule 144A under the Securities Act of 1933, as amended, and certain commercial paper that the Adviser has determined to be
liquid under procedures approved by the Board of Trustees.
PORTFOLIO TURNOVER
Purchases and sales of portfolio securities may be made as considered advisable by the Adviser in the best interests of the shareholders. A
Funds portfolio turnover rate may vary from year to year, as well as within a year. A Funds distributions of any net short-term capital gains realized from portfolio transactions are taxable to shareholders as ordinary income. In
addition, higher
34
portfolio turnover rates can result in corresponding increases in portfolio transaction costs for the Fund. See
PORTFOLIO TRANSACTIONS AND BROKERAGE
in this SAI.
For reporting purposes, a Funds portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio
securities for the fiscal year by the monthly average of the value of the portfolio securities owned by the Fund during the fiscal year. In determining such portfolio turnover, all securities whose maturities at the time of acquisition were one year
or less are excluded. A 100% portfolio turnover rate would occur, for example, if all of the securities in the Funds investment portfolio (other than short-term money market securities) were replaced once during the fiscal year. Portfolio
turnover will not be a limiting factor should the Adviser deem it advisable to purchase or sell securities.
DISCLOSURE OF PORTFOLIO HOLDINGS
This Policy sets forth the conditions under which Portfolio Holdings (defined below) data for the Trust on behalf of the Funds may be
disclosed to Third Parties (defined below) (which may include the public) and Service Providers (defined below). No data about the Funds may be disclosed except in accordance with this Policy.
Portfolio Holdings data includes, but is not limited to, the following information about a Fund: (i) specific securities held;
(ii) industry sector breakdowns as a percentage of portfolio net assets; (iii) asset composition (
e.g.
, equities versus bonds); (iv) U.S. versus foreign holdings percentage breakdowns and regional breakdowns (
e.g.
, Asia,
North America); and (v) top 10 portfolio holdings in order of position size, including percentage of portfolio.
Third
Parties or a Third Party means a person other than a Service Provider, an employee of a Service Provider, a Trustee of the Board of Trustees of the Trust, or an officer of the Trust.
Service Providers or a Service Provider includes, but is not limited to, the investment adviser, administrator,
custodian, transfer agent, fund accountant, principal underwriter, software or technology service providers, pricing and proxy voting service providers, research and trading service providers, auditors, accountants, and legal counsel, or any other
entity that has a need to know such information in order to fulfill their contractual obligations to provide services to the Funds.
Policy Overview
The Board has adopted, on behalf of the Funds, policies and procedures relating to disclosure of the Portfolio Holdings. These
policies and procedures are designed to protect the confidentiality of the Portfolio Holdings information and to prevent the selective disclosure of such information. These policies and procedures may be modified at any time with the approval
of the Board.
In order to protect a Fund from any trading practices or other use by a Third Party that could harm the Fund, Portfolio
Holdings and other Fund-specific information must not be selectively released or disclosed except under the circumstances described below.
35
The Board of Trustees will periodically review the list of entities that have received, other
than through public channels, Portfolio Holdings data, to ensure that the disclosure of the information was in the best interest of shareholders, identify any potential for conflicts of interest and evaluate the effectiveness of its current
portfolio holding policy.
The identity of such entities is provided below:
|
|
|
|
|
|
|
|
|
Name of Recipient
|
|
Frequency of
Holdings
Disclosure
|
|
Information
Lag
|
|
Date of
Information
|
|
Date
Provided
to
Recipients
|
Brinker Capital, Inc.
(Adviser)
|
|
Daily
|
|
None
|
|
Daily
|
|
Daily
|
|
|
|
|
|
ALPS Fund Services, Inc.
(Administrator)
|
|
Daily
|
|
None
|
|
Daily
|
|
Daily
|
|
|
|
|
|
Union Bank, N.A.
(Custodian)
|
|
Daily
|
|
None
|
|
Daily
|
|
Daily
|
|
|
|
|
|
Rothstein Kass
(Accountant)
|
|
As needed
|
|
None
|
|
As needed
|
|
As needed
|
|
|
|
|
|
Davis Graham & Stubbs LLP
(Counsel)
|
|
As needed
|
|
None
|
|
As needed
|
|
As needed
|
|
|
|
|
|
Institutional Shareholder Services Inc.
|
|
Daily
|
|
None
|
|
Daily
|
|
Daily
|
|
|
|
|
|
Factset
|
|
Daily
|
|
None
|
|
Daily
|
|
Daily
|
|
|
|
|
|
Advent
|
|
Daily
|
|
None
|
|
Daily
|
|
Daily
|
Only officers of the Trust and their authorized agents, including, but not limited to, the Chief Compliance
Officer of the investment adviser, may approve the disclosure of a Funds Portfolio Holdings. Except as set forth under
Policy Exceptions
below, exceptions to this Policy may only be made if an officer of the Trust and its
authorized agents, including, but not limited to, the Chief Compliance Officer of the investment adviser, determines that the disclosure is being made for a legitimate business purpose and such disclosures must be documented and reported to the
Board on a quarterly basis. In all cases, Third Parties and Service Providers are required to execute a non-disclosure agreement requiring the recipient to keep confidential any Portfolio Holdings data received and not to trade on the Confidential
Portfolio Information (defined below) received. Neither the Trust nor its Service Providers (nor any persons affiliated with either) can receive any compensation or other consideration in connection with the sharing of a Funds Portfolio
Holdings.
36
Disclosure of the Portfolio Holdings information that is not publicly available
(Confidential Portfolio Information) may be made to Service Providers. In addition, to the extent permitted under applicable law, the investment adviser may distribute (or authorize the custodian or principal underwriter to distribute)
Confidential Portfolio Information to a Funds relevant Service Providers and to facilitate the review of the Fund by certain mutual fund analysts and ratings agencies (such as Morningstar and Lipper Analytical Services) (Rating
Agencies); provided that such disclosure is limited to the information that the investment adviser believes is reasonably necessary in connection with the services to be provided. As noted above, except to the extent permitted under this
Policy, Confidential Portfolio Information may not be disseminated for compensation or other consideration.
Before any disclosure of
Confidential Portfolio Information to Service Providers or Rating Agencies is permitted, the applicable Funds investment advisers Chief Compliance Officer (or persons designated by the investment advisers Chief Compliance Officer)
must determine in writing that, under the circumstances, the disclosure is being made for a legitimate business purpose. Furthermore, the recipient of Confidential Portfolio Information by a Service Provider or Rating Agency must be subject to a
written confidentiality agreement that prohibits any trading upon the Confidential Portfolio Information or the recipient must be subject to professional or ethical obligations not to disclose or otherwise improperly use the information, such as
would apply to independent registered public accounting firms or legal counsel.
The Funds investment adviser shall have primary
responsibility for ensuring that the Portfolio Holdings information is disclosed only in accordance with this Policy. As part of this responsibility, the Funds investment adviser will maintain such internal policies and procedures as it
believes are reasonably necessary for preventing the unauthorized disclosure of Confidential Portfolio Information.
Full Portfolio Holdings
The disclosure policy currently authorizes the quarterly dissemination of full portfolio holdings of a Fund with a thirty (30) calendar
day lag. Except as set forth in this Policy, the full holdings of a Fund will also be disclosed on a quarterly basis on forms required to be filed with the SEC as follows: (i) Portfolio Holdings as of the end of each fiscal year will be filed
as part of the annual report filed on Form N-CSR; (ii) Portfolio Holdings as of the end of the first and third fiscal quarters will be filed in Form N-Q; and (iii) Portfolio Holdings as of the end of the second fiscal quarter
will be filed as part of the semi-annual report filed on Form N-CSR. The Trusts Form N-CSRs and Form N-Qs are available on the SECs website at
www.sec.gov
.
Partial Portfolio Holdings
Except as
set forth in this Policy, partial Portfolio Holdings information will only be provided to Third Parties for the most recent month-end period and only after a thirty (30) calendar day delay from the end of the month being provided. These
holdings may include any combination of the Portfolio Holdings information, except for full Portfolio Holdings.
37
Policy Exceptions
The following disclosures of Portfolio Holdings are not prohibited by this Policy:
|
¡
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Disclosures that are required by law;
|
|
¡
|
Disclosures necessary for Service Providers;
|
|
¡
|
Disclosure necessary for Rating Agencies to assess applicable fund ratings;
|
|
¡
|
Disclosures necessary to broker-dealers or banks as part of the normal buying, selling, shorting or other transactions in portfolio securities;
|
|
¡
|
Disclosures to the applicable Funds or Service Providers regulatory authorities, accountants, or counsel; or
|
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¡
|
Disclosures to the adviser of the Funds of compiled data concerning accounts managed by the adviser.
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PORTFOLIO TRANSACTIONS AND BROKERAGE
Investment Decisions and Portfolio Transactions
Investment decisions for the Funds are made with a view to achieving its investment objectives. Investment decisions are the product of many
factors in addition to basic suitability for the particular client involved (including the Funds). Some securities considered for investment by a Fund may also be appropriate for other clients served by the Adviser. Thus, a particular security may
be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. If a purchase or sale of securities consistent with the investment policies of the Funds and one or more of these clients is
considered at or about the same time, transactions in such securities will be allocated among the Funds and clients in a manner deemed fair and reasonable by the Adviser. Particularly when investing in less liquid or illiquid securities of smaller
capitalization companies, such allocation may take into account the asset size of the Fund in determining whether the allocation of an investment is suitable. The Adviser may aggregate orders for a Fund with simultaneous transactions entered into on
behalf of its other clients so long as price and transaction expenses are averaged either for the portfolio transaction or for that day. Likewise, a particular security may be bought for one or more clients when one or more clients are selling the
security. In some instances, one client may sell a particular security to another client. It also sometimes happens that two or more clients simultaneously purchase or sell the same security, in which event each days transactions in such
security are, insofar as possible, averaged as to price and allocated between such clients in a manner which in the Advisers opinion is equitable to each and in accordance with the amount being purchased or sold by each. There may be
circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients, including the Funds.
Brokerage and Research Services
The
Adviser places orders for the purchase and sale of portfolio securities for the Funds through several brokers or dealers. The Adviser conducts a thorough analysis, based on its policies and procedures, to determine the broker or dealer to be used
and the commission rates to be paid.
38
The factors involved in the broker or dealer selection include transaction costs, broker research capabilities and service level.
The commissions paid by the Funds comply with the Advisers duty to obtain best execution. The Funds may pay commissions that
are higher than that which they could obtain at another financial institution to effect the same transaction. The Adviser conducts an analysis and makes a determination as to the reasonableness of commissions in relation to the value of the
brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of
services, including without limitation, the value of research provided, execution capability, commission rates, and responsiveness. The Adviser seeks competitive rates but may not obtain the lowest possible commission rates for Fund transactions.
Although the Funds may use a broker-dealer that sells Fund shares to effect transactions for the Funds portfolios, the Funds will not consider the sale of Fund shares as a factor when selecting broker-dealers to execute those transactions.
Subject to the Advisers policy of seeking best execution for transactions, and subject to the criteria of Section 28(e) of the
Securities and Exchange Act of 1934, as amended (the 1934 Act), the Adviser may place trades with a broker-dealer that provides brokerage and research services. The Adviser may have an incentive to select or recommend a broker based on
its interest in receiving research or other products or services, rather than its interest in receiving the most favorable execution for a Fund. However, in selecting a broker for research, the Adviser makes a good faith determination that the
amount of commission charged is reasonable in relation to the value of the brokerage, research received. The determination may be viewed in terms of a particular transaction or the Advisers overall responsibilities with respect to the accounts
over which it exercises investment discretion. Research and brokerage services provided by broker-dealers chosen by the Adviser to place a Funds portfolio transactions may be useful to the Adviser in providing services to the Advisers
other clients, although not all of these services may be necessarily useful and of value to the Adviser in managing the Funds. Conversely, brokerage and research products and services provided to the Adviser by broker-dealers in connection with
trades executed on behalf of other clients of the Adviser may be useful to the Adviser in managing the Funds, although not all of these brokerage and research products and services may be necessarily useful and of value to the Adviser in managing
such other clients. Subject to Section 28(e) of the 1934 Act, the Adviser may pay a broker additional commission in recognition of the value of the brokerage and/or research services provided by that broker. When the Adviser uses Fund brokerage
commissions to obtain research or other products or services, the Adviser receives a benefit because it does not have to produce or pay for the research, products or services. The advisory fees paid by the Funds are not reduced because the Adviser
receives such services even though the receipt of such services relieves the Adviser from expenses it might otherwise bear.
The Adviser
may place orders for the purchase and sale of exchange-listed portfolio securities with a broker-dealer that is an affiliate of the Adviser where, in the judgment of the Adviser, such firm will be able to obtain a price and execution at least as
favorable as other qualified broker-dealers. Pursuant to rules of the SEC, a broker-dealer that is an affiliate of the Adviser may receive and retain compensation for effecting portfolio transactions for the Funds on a
39
securities exchange if the commissions paid to such an affiliated broker-dealer by the Funds on exchange transactions do not exceed usual and customary brokerage commissions. The
rules define usual and customary commissions to include amounts which are reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time. As required by applicable SEC rules, the Board has adopted procedures which are reasonably designed to provide that
any commissions, fees or other remuneration paid to an affiliated broker are consistent with the foregoing standards.
PURCHASE, EXCHANGE AND REDEMPTION OF SHARES
ALPS Fund Services, Inc. (the Transfer Agent) will maintain an account
for each shareholder upon which the registration and transfer of shares are recorded, and any transfers shall be reflected by bookkeeping entry, without physical delivery. Confirmations of each purchase or redemption are sent to each shareholder.
Quarterly statements of account are sent which include shares purchased as a result of a reinvestment of Fund distributions. The Transfer Agent will require that a shareholder provide requests in writing, accompanied by a valid signature guarantee
form, when changing certain information in an account (
i.e.
, wiring instructions, telephone privileges, etc.).
Share Classes
Shares of each Fund are currently divided into four share classes: Class A, Class I and Class R.
The assets received by each class of a Fund for the issue or sale of its shares and all income, earnings, profits, losses and proceeds
therefrom, subject only to the rights of creditors, are allocated to, and constitute the underlying assets of, that class of the Fund. The underlying assets of each class of a Fund are segregated and are charged with the expenses with respect to
that class of the Fund along with a share of the general expenses of the Fund and the Trust. Any general expenses of the Funds that are not readily identifiable as belonging to a particular class of a Fund are allocated by or under the direction of
the Board of Trustees in such manner as they determine to be fair and reasonable.
Purchase of Shares
The following table lists the sales charges that will be applied to your share purchase, subject to the breakpoint discounts indicated in the
table and described below.
|
|
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|
|
|
|
|
|
Purchase Amount
|
|
Class A
(Sales
Charge)*
|
|
Class A
Dealer
Concession as a
Percentage of
Offering Price
|
|
Class I
(Sales
Charge)
|
|
Class R
(Sales
Charge)
|
Less than $50,000
|
|
5.50%
|
|
4.75%
|
|
None
|
|
None
|
$50,000 but less than $100,000
|
|
4.50%
|
|
3.75%
|
|
None
|
|
None
|
$100,000 but less than $250,000
|
|
3.50%
|
|
2.75%
|
|
None
|
|
None
|
40
|
|
|
|
|
|
|
|
|
$250,000 but less than $500,000
|
|
2.50%
|
|
2.00%
|
|
None
|
|
None
|
$500,000 but less than $1 million
|
|
2.00%
|
|
1.60%
|
|
None
|
|
None
|
$1 million or greater
|
|
0.00%*
|
|
0.00%
|
|
None
|
|
None
|
* If you invest $1 million or more, either as a lump sum or through the Funds accumulation or letter of
intent programs, you can purchase Class A shares without an initial sales charge (load); however, a Contingent Deferred Sales Charge (CDSC) of 1.00% may apply to Class A shares redeemed within the first 12 months after a
purchase in excess of $1 million.
Class A shares are generally available only in connection with investments through
retirement plans, broker-dealers, bank trust departments, financial advisors and other financial intermediaries. Class A shares offer the ability for payment of up to up to 0.25% of net assets for Rule 12b-1 distribution and services. In
addition, the Class A shares offer the ability for payment to financial intermediaries for the provision of administrative services, including recordkeeping, subaccounting, order processing for omnibus or networking accounts, or other
shareholder services provided on behalf of their clients. Consult with your financial intermediary representative for additional information on whether the shares are an appropriate investment choice. Investments of $50,000 or more, either as a lump
sum or through the Funds accumulation or letter of intent programs may be eligible for a waiver of all or part of the 5.50% initial sales charge (load).
Class I shares are offered only through certain types of financial intermediaries and to certain institutional investors. Class I shares are
offered through financial intermediaries (including, but not limited to, broker-dealers, retirement plans, bank trust departments and financial advisers) who do not require payment from the Fund or its service providers for the provision of
distribution, administrative or shareholder retention services, except for networking and/or omnibus account fees. Institutional investors may include, but are not limited to, corporations, retirement plans, public plans and foundations/endowments.
Class I shares are not offered directly to individual investors.
Class R shares are offered through financial intermediary platforms,
including, but not limited to, retirement plan platforms. Class R shares offer the ability for payment of up to up to 0.[50]% of net assets for Rule 12b-1 distribution and services.
Not all financial intermediaries offer all classes of shares. Each investors financial considerations are different. You should speak
with your financial advisor to help you decide which share class is best for you. If your financial intermediary offers more than one class of shares, you should carefully consider which class of shares to purchase. Certain classes have higher
expenses than other classes, which may lower the return on your investment.
The minimum investments in the Funds are set forth in the
Prospectus.
Subsequent investments may be made at any time by mailing a check to the Transfer Agent, along with a detachable stub from
the Statement of Account (or a letter providing the account number). Shareholders should be sure to write the Funds account number on the check. Purchases of Fund shares (initial or subsequent) may not be made by third-party check.
41
Shares of a Fund may be purchased on any business day at the net asset value per share next
determined after receipt of a purchase order. Share certificates will not be issued. Share purchase orders are effective on the date a Fund receives a completed Account Application Form (and other required documents) and federal funds become
available.
Initial and subsequent investments may also be made by wire transfer. Shareholders should note that their bank may charge a
fee in connection with transferring money by bank wire.
For a share purchase order for a Fund to become effective on a particular
business day, prior to 4:00 p.m. (Eastern time): (i) in the case of a wire transfer payment, a purchaser must call
1-
-
-
to inform the Transfer Agent of an incoming wire transfer; or (ii) in the
case of payment by check or money order, a complete share purchase order must be actually received by the Transfer Agent, and, in either case, federal funds must be received by the Transfer Agent, on behalf of the Fund. If federal funds are received
by the Transfer Agent that same day, the order will be effective on that day. If a Fund receives notification of a wire transfer or a complete share purchase order after 4:00 p.m. (Eastern time), or if federal funds are not received by the Transfer
Agent, such purchase order shall be executed as of the date that federal funds are actually received.
The price of a Funds shares
and the valuation of Fund assets are discussed in
NET ASSET VALUE
.
Dealer Commissions and Compensation
Class A Shares
Commissions (up to
1.00%) are paid to dealers who initiate and are responsible for certain Class A share purchases not subject to sales charges. These purchases consist of purchases of $1 million or more; purchases by employer-sponsored defined
contribution-type retirement plans investing $1 million or more or with 100 or more eligible employees; and purchases made at net asset value by certain retirement plans, endowments and foundations with assets of $10 million or more. Commissions on
such investments (other than IRA rollover assets that roll over at no sales charge under the Funds IRA rollover policy as described in the Prospectus) are paid to dealers at the following rates: 1.00% on amounts of less than $4 million,
0.50% on amounts of at least $4 million but less than $10 million and 0.25% on amounts of at least $10 million. Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers or market
declines. For example, if a shareholder has accumulated investments in excess of $4 million (but less than $10 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission
of 0.50%.
Exchanging Shares
If you
have held all or part of your shares in a Fund for at least seven days, you may exchange those shares for shares of the same class of any of the following Funds (each, a Brinker Capital-Advised Fund), if such Brinker Capital-Advised Fund
is available for sale in your state and meets the investment criteria of the investor:
42
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Crystal Strategy Absolute Income Fund
|
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|
Crystal Strategy Absolute Return Fund
|
|
|
|
Crystal Strategy Leveraged Alternative Fund
|
Exchanges must meet the minimum investment requirements described in the applicable Funds Prospectus.
If you are an existing shareholder of a Brinker Capital-Advised Fund, you may exchange into a new account copying your existing account
registration and options. Exchanges between accounts will be accepted only if registrations are identical.
You may also transfer between
classes of a Brinker Capital-Advised Fund if you meet the minimum investment requirements for the class into which you would like to transfer.
Before effecting an exchange, you should read the prospectus for the Brinker Capital-Advised Fund into which you are exchanging.
An exchange represents the sale of shares from one fund and the purchase of shares of another fund. Under the U.S. federal income tax laws,
this may produce a taxable gain or loss in your non-tax-deferred account. Transfers between classes of a Fund are generally not considered a taxable transaction.
The exchange privilege may be modified or terminated upon sixty (60) days written notice to shareholders. Although initially there
will be no limit on the number of times you may exercise the exchange privilege, each Fund reserves the right to impose such a limitation. Call or write a Fund for further details.
Redemption of Shares
If the Board of
Trustees determines that it is in the best interests of the remaining shareholders of a Fund, the Fund may pay the redemption price in whole, or in part, by a distribution in kind from the Fund, in lieu of cash, taking such securities at their value
employed for determining such redemption price, and selecting the securities in such manner as such Board may deem fair and equitable. A shareholder who receives a distribution in kind may incur a brokerage commission upon a later disposition of
such securities and may receive less than the redemption value of such securities or property upon sale, particularly where such securities are sold prior to maturity. However, a Fund is required to redeem shares solely for cash up to the
lesser of $250,000 or 1% of the NAV of the Fund during any 90-day period for any one shareholder. Should redemptions by any shareholder exceed such limitation, the Fund will have the option of redeeming the excess in cash or in-kind. Redemption in
kind is not as liquid as a cash redemption.
Under the 1940 Act, a Fund may suspend the right of redemption or postpone the date of
payment upon redemption for any period: (i) during which the NYSE is closed, other than customary weekend and holiday closings; (ii) during which trading on the NYSE is restricted; or
43
(iii) during which (as determined by the SEC by rule or regulation) an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable,
or for such other periods as the SEC may permit. A Fund may also suspend or postpone the recordation of the transfer of its shares upon the occurrence of any of the foregoing conditions.
Redemption Procedures.
Each Fund will redeem all full and fractional shares of the Fund upon request on any business day at the
applicable net asset value determined after the receipt of proper redemption instructions, less any applicable redemption fees. Shareholders liquidating their holdings will receive upon redemption all dividends reinvested through the date of
redemption. If notice of redemption is received on any business day, the redemption will be effective on the date of receipt. Payment will ordinarily be made by wire on the next business day, but, in any case, within no more than seven business days
from the date of receipt. If the notice is received on a day that is not a business day or after the close of regularly scheduled trading on the NYSE, the redemption notice will be deemed received as of the next business day. The value of shares at
the time of redemption may be more or less than the shareholders cost.
No redemption requests will be processed until the Fund has
received a completed Purchase Application, and no redemption of shares purchased by check will be made until all checks received for such shares have been collected, which may take up to 15 days or more.
Redemption Fees.
If you sell or exchange your shares of a Fund after holding them [60] calendar days or less, a [1.50]% short-term
redemption fee may be deducted from the redemption amount. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The fees are paid to the Fund and are designed to help offset
the brokerage commissions, market impact and other costs associated with short-term shareholder trading.
Each Fund permits waivers of the
short-term redemption fee for the following transactions:
|
|
|
Redemptions from shareholder accounts liquidated for failure to meet the minimum investment requirement;
|
|
|
|
Redemptions related to a disability as defined by Internal Revenue Service requirements;
|
|
|
|
Redemptions due to death for shares transferred from a decedents account to a beneficiarys account;
|
|
|
|
Redemptions due to divorce for shares transferred pursuant to a divorce decree;
|
|
|
|
Redemptions of shares through a systematic withdrawal plan;
|
|
|
|
Broker-dealer sponsored wrap program accounts and/or fee-based accounts maintained for clients of certain financial intermediaries who have entered
into selling agreements with the Distributor;
|
|
|
|
Redemptions through an automatic, non-discretionary rebalancing or asset allocation program;
|
|
|
|
Redemptions due to a back office correction made to an account to provide the shareholder with the intended transaction;
|
|
|
|
Rollovers, transfers and changes of account registration within a Fund as long as the money never leaves the Fund;
|
44
|
|
|
Redemptions due to reinvestment of dividends and/or capital gains;
|
|
|
|
Any involuntary redemption and/or exchange transactions, including, for example, those required by law or regulation, a regulatory agency, a court
order or as a result of a liquidation of a Fund by the Board of Trustees;
|
|
|
|
Certain types of IRA account transactions, including redemptions pursuant to systematic withdrawal programs, required minimum distributions,
withdrawals due to disability or death, return of excess contribution amounts, and redemptions related to payment of custodian fees;
|
|
|
|
Certain types of employer-sponsored and 403(b) retirement plan transactions, including loans or hardship withdrawals, minimum required
distributions, redemptions pursuant to systematic withdrawal programs, forfeiture of assets, return of excess contribution amounts, redemptions related to payment of plan fees, and redemptions related to death, disability or qualified domestic
relations order; and
|
|
|
|
Certain other transactions as deemed appropriate by the Adviser.
|
The application of short-term redemption fees and waivers may vary among intermediaries and certain intermediaries may not apply the waivers
listed above. If you purchase, exchange or sell Fund shares through an intermediary, you should contact your intermediary for more information on whether the short-term redemption fee will be applied to redemptions of your shares.
Each Fund reserves the right to modify or eliminate the short-term redemption fee or waivers at any time. Investment advisers or their
affiliates may pay short-term redemption fees on behalf of investors in managed accounts. Unitized group accounts consisting of qualified plan assets may be treated as a single account for redemption fee purposes.
Note: Each Fund has the right to suspend or postpone redemptions of shares for any period (i) during which the NYSE or exchange is
closed, other than customary weekend and holiday closings; (ii) during which trading on the NYSE or exchange is restricted; or (iii) during which (as determined by the SEC or other regulatory authority by rule or regulation) an emergency
exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or as otherwise permitted by the SEC or other regulatory authority.
Distribution and Services (12b-1) Plan for Class A Shares
Each Fund has adopted a separate plan of distribution for Class A shares pursuant to Rule 12b-1 under the 1940 Act (the Class
A Plan).
The Class A Plan allows each Fund to use Class A assets to pay fees in connection with the distribution and
marketing of Class A shares and/or the provision of shareholder services to Class A shareholders. The Class A Plan permits payment for services in connection with the administration of plans or programs that use Class A shares of
the Fund as their funding medium and for related expenses.
The Class A Plan permits each Fund to make total payments at an annual
rate of up to 0.25% of a Funds average daily net assets attributable to its Class A shares. Because these fees are paid out of a Funds Class A assets on an ongoing basis, over time they will increase the cost of an
45
investment in Class A shares, and Class A Plan fees may cost an investor more than other types of sales charges.
Under the terms of the Class A Plan, the Trust is authorized to make payments to the Distributor for remittance to retirement plan
service providers, broker-dealers, bank trust departments, financial advisors and other financial intermediaries, as compensation for distribution and/or shareholder services performed by such entities for their customers who are investors in a
Fund. Financial intermediaries may from time to time be required to meet certain criteria in order to receive 12b-1 fees. The Distributor is entitled to retain some or all fees payable under the Class A Plan in certain circumstances, including
when there is no broker of record or when certain qualification standards have not been met by the broker of record.
Distribution and Services (12b-1)
Plan for Class R Shares
Each Fund has adopted a separate plan of distribution for Class R shares pursuant to Rule 12b-1 under
the 1940 Act (the Class R Plan).
The Class R Plan allows each Fund to use Class R assets to pay fees in connection with the
distribution and marketing of Class R shares and/or the provision of shareholder services to Class R shareholders. The Class R Plan permits payment for services in connection with the administration of plans or programs that use Class R shares
of the Fund as their funding medium and for related expenses.
The Class R Plan permits each Fund to make total payments at an annual rate
of up to 0.50% of a Funds average daily net assets attributable to its Class R shares. Because these fees are paid out of a Funds Class R assets on an ongoing basis, over time they will increase the cost of an investment in Class R
shares, and Class R Plan fees may cost an investor more than other types of sales charges.
Under the terms of the Class R Plan, the Trust
is authorized to make payments to the Distributor for remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors and other financial intermediaries, as compensation for distribution and/or shareholder
services performed by such entities for their customers who are investors in a Fund. Financial intermediaries may from time to time be required to meet certain criteria in order to receive 12b-1 fees. The Distributor is entitled to retain some or
all fees payable under the Class R Plan in certain circumstances, including when there is no broker of record or when certain qualification standards have not been met by the broker of record.
46
TRUSTEES AND OFFICERS
The business and affairs of the Funds are managed under the direction of the Trusts Board of Trustees. The Board approves all
significant agreements between/among the Funds and the persons or companies that furnish services to the Funds, including agreements with its distributor, Adviser, administrator, custodian and transfer agent. The day-to-day operations of the Funds
are delegated to the Funds Adviser and administrator.
The name, address, age and principal occupations for the past five years of
the Trustees and officers of the Trust are listed below, along with the number of portfolios in the Fund complex overseen by and the other directorships held by the Trustee.
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
Name,
Birth Year &
Address*
|
|
Position(s)
Held with
Fund
|
|
Term of
Office and
Length
of
Time
Served
|
|
Principal
Occupation(s) During
Past
5 Years**
|
|
Number
of
Funds in
Fund
Complex
Overseen
by
Trustee
***
|
|
Other
Directorships
Held
by
Trustee During
Past 5
Years**
|
Cheryl
Burgermeister
Birth year: 1951
|
|
Trustee
|
|
Ms. Burgermeister was elected to the Board by the sole shareholder of the Trust on October 30, 2012.
|
|
Ms. Burgermeister is Trustee and Audit Committee Chair of The Select Sector SPDR Trust (October 1998 to present), Trustee of Russell Investment Funds (September 2012 to present) and Trustee, Treasurer and Finance Committee Chair of
the Portland Community College Foundation (January 2001 to present). She also served as Trustee and Audit Committee Chair of E*Trade Funds (March 2004 to March 2010), Trustee of Zero Gravity Internet Fund (May 2000 to December 2001), Director and
Treasurer of Crabbe Huson Family of Funds (1998 to 1999) and Director, Chief Financial Officer and Treasurer of The Crabbe Huson Group, Inc. (July 1987 to October 1999). From 1982 to 1986, Ms. Burgermeister was Supervising Senior Accountant at
KPMG Peat Marwick.
|
|
5
|
|
Ms. Burgermeister is a Trustee and Audit Committee Chair of The Select Sector SPDR Trust (9 ETFs) and Trustee of Russell Investment Funds (42 funds).
|
47
|
|
|
|
|
|
|
|
|
|
|
Name,
Birth Year &
Address*
|
|
Position(s)
Held with
Fund
|
|
Term of
Office and
Length
of
Time
Served
|
|
Principal
Occupation(s) During
Past
5 Years**
|
|
Number
of
Funds in
Fund
Complex
Overseen
by
Trustee
***
|
|
Other
Directorships
Held
by
Trustee During
Past 5
Years**
|
|
|
|
|
|
|
Ms. Burgermeister a licensed Certified Public Accountant and a member of the Oregon Society of Certified Public Accountants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Wayne Hutchens
Birth
year: 1944
|
|
Trustee
|
|
Mr. Hutchens was elected to the Board by the sole shareholder of the Trust on October 30, 2012.
|
|
Mr. Hutchens is currently retired. From April 2006 to December 2012, he served as President and CEO of the University of Colorado (CU) Foundation and from April 2009 to December 2012, he was Executive Director of the CU Real Estate
Foundation. Mr. Hutchens is also Trustee of the Denver Museum of Nature and Science (2000 to present), Director of AMG National Trust Bank (June 2012 to present) and Trustee of Childrens Hospital Colorado (May 2012 to present). Prior to
these positions, Mr. Hutchens spent 29 years in the banking industry, retiring as Chairman of Chase Bank Colorado.
|
|
5
|
|
None.
|
48
|
|
|
|
|
|
|
|
|
|
|
Name,
Birth Year &
Address*
|
|
Position(s)
Held with
Fund
|
|
Term of
Office and
Length
of
Time
Served
|
|
Principal
Occupation(s) During
Past
5 Years**
|
|
Number
of
Funds in
Fund
Complex
Overseen
by
Trustee
***
|
|
Other
Directorships
Held
by
Trustee During
Past 5
Years**
|
Patrick Seese
Birth
year: 1971
|
|
Trustee
|
|
Mr. Seese was elected to the Board by the sole shareholder of the Trust on October 30, 2012.
|
|
Mr. Seese is an owner and a Managing Director of Integris Partners, a middle-market investment banking firm serving closely-held companies, financial sponsors and public companies (February 2008 to present). Prior to this,
Mr. Seese was a Managing Director of Headwaters MB, a middle-market investing banking firm (December 2003 to February 2008). Prior to that, Mr. Sesse worked in Credit Suisse First Bostons Mergers and Acquisitions Group and served as
Head of Corporation Development, Katy Industries, a publicly traded industrial and consumer products company and at Deloitte & Touche LLP, where he began his career in 1994.
|
|
5
|
|
None.
|
49
Interested Trustee and Officers
|
|
|
|
|
|
|
|
|
|
|
Name,
Birth Year &
Address*
|
|
Position(s)
Held with
Fund
|
|
Term of
Office and
Length
of
Time
Served
|
|
Principal
Occupation(s) During
Past
5 Years**
|
|
Number
of
Funds in
Fund
Complex
Overseen
by
Trustee
***
|
|
Other
Directorships
Held
by
Trustee During
Past 5
Years**
|
Jeremy O. May
Birth year:
1970
|
|
Trustee, Chairman and President
|
|
Mr. May was elected Trustee, Chairman and President at the October 30, 2012 meeting of the Board of Trustees.
|
|
Mr. May joined ALPS in 1995 and is currently President of ALPS Fund Services, Inc. and Executive Vice President and Director of ALPS Holdings, Inc., ALPS Advisors, Inc. and ALPS Distributors, Inc. Because of his positions
with these entities, Mr. May is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. May currently serves as Treasurer of Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund,
Mr. May is also Chairman and Trustee of the Reaves Utility Income Fund. Mr. May is currently Vice Chair of the Board of Directors of the University of Colorado Foundation.
|
|
5
|
|
Mr. May is Chairman and Trustee of the Reaves Utility Income Fund (1 fund).
|
50
|
|
|
|
|
|
|
Name,
Birth Year &
Address*
|
|
Position(s)
Held with
Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past 5 Years**
|
Kimberly R. Storms
Birth year: 1972
|
|
Treasurer
|
|
Ms. Storms was elected Treasurer of the Trust at the October 30, 2012 meeting of the Board of Trustees.
|
|
Ms. Storms is Senior Vice President - Director of Fund Administration of ALPS. Ms. Storms joined ALPS in 1998 as Assistant Controller. Because of her position with ALPS, Ms. Storms is deemed an affiliate of the Trust
as defined under the 1940 Act. Ms. Storms is also Treasurer of ALPS ETF Trust, BPV Family of Funds, Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc.; She serves as Chief Financial Officer of Arbitrage Funds and Assistant
Treasurer of Financial Investors Trust.
|
|
|
|
|
|
|
|
JoEllen L. Legg
Birth year: 1961
|
|
Secretary
|
|
Ms. Legg was elected Secretary of the Trust at the October 30, 2012 meeting of the Board of Trustees.
|
|
Ms. Legg joined ALPS in October 2007 and is Vice President, Assistant General Counsel of ALPS, ALPS Advisors, Inc., ALPS Distributors, Inc. and ALPS Portfolio Solutions Distributor, Inc. Prior to joining ALPS, Ms. Legg served
as Senior Counsel - Law (Corporate & Securities) for Adelphia Communications Corporation (February 2005 - March 2007). Prior to this, Ms. Legg held associate positions at Fried Frank Harris Shriver & Jacobson LLP
(1998 - 2004) and at Patton Boggs LLP (2004 - 2005). Because of her position with ALPS, Ms. Legg is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Legg is also the Assistant Secretary of the Stone Harbor Investment
Funds, Stone Harbor Emerging Markets Income Fund, Stone Harbor Emerging Markets Total Income Fund, James Advantage Funds and WesMark Funds.
|
51
|
|
|
|
|
|
|
Name,
Birth Year &
Address*
|
|
Position(s)
Held with
Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past 5 Years**
|
Jennell Panella
Birth year: 1974
|
|
Assistant Treasurer
|
|
Ms. Panella was elected Assistant Treasurer of the Trust at the October 30, 2012 meeting of the Board of Trustees.
|
|
Ms. Panella joined ALPS in June 2012 and is Fund Controller of ALPS. Prior to joining ALPS, Ms. Panella worked for Parker Global
Strategies, LLC (2009-2012), Janus Capital Group (2003-2009), PricewaterhouseCoopers (1999-2003) and OppenheimerFunds (1997-1999). Because of her position with ALPS, Ms. Panella is deemed an affiliate of the Trust as defined under the 1940
Act.
|
|
|
|
|
|
|
|
Lucas Foss
Birth year: 1977
|
|
Chief Compliance Officer (CCO)
|
|
Mr. Foss was elected CCO of the Trust at the October 30, 2012 meeting of the Board of Trustees.
|
|
Mr. Foss joined ALPS in November 2004 and is Deputy Chief Compliance Officer of ALPS. Prior to his current role, Mr. Foss served as a Compliance Manager at ALPS (January 2010 - August 2012), and a Senior Compliance Analyst at ALPS
(November 2004 May 2006). Before joining ALPS, Mr. Foss held positions at Bisys Hedge Fund Services and Deutsche Asset Management. Because of his position with ALPS, Mr. Foss is deemed an affiliate of the Trust as defined under the 1940
Act. Mr. Foss is also CCO of Caldwell & Orkin Funds, Whitebox Mutual Funds, Boulder Growth & Income Fund, Boulder Total Return Fund, the Denali Fund, Wakefield Alternative Series Trust and The Principal Real Estate Income Fund.
|
*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1100, Denver, CO 80203.
**Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
*** The Fund Complex currently consists of five series of the Trust and any other investment companies for which Brinker Capital, Inc. provide
investment advisory services, currently none.
Cheryl A. Burgermeister
Ms. Burgermeister has been an Independent Trustee of the Trust since October 30, 2012. She has been Trustee and Audit Committee
Chair of The Select Sector SPDR Trust since October
52
1998, Trustee of Russell Investment Funds since September 2012, and Trustee, Treasurer and Finance Committee Chair of the Portland Community College Foundation since January 2001. From 2004 to
2010, she served as Trustee and Audit Committee Chair of E*Trade Funds and from 2000 to 2001, she served as Trustee of Zero Gravity Internet Fund. From 1998 to 1999, Ms. Burgermeister served as Director and Treasurer of Crabbe Huson Family of
Funds and was Director, Chief Financial Officer and Treasurer of The Crabbe Huson Group, Inc. from 1987 to 1999. From 1982 to 1986, she was Supervising Senior Accountant at KPMG Peat Marwick. Ms. Burgermeister received a B.S. in business from
Portland State University and is a licensed Certified Public Accountant and a member of the Oregon Society of Certified Public Accountants. She was selected to serve as a Trustee of the Trust based on her business, financial services, accounting and
investment management experience.
J. Wayne Hutchens
Mr. Hutchens has been an Independent Trustee of the Trust since October 30, 2012. From 2006 to 2012, he served as President and CEO
of the University of Colorado (CU) Foundation and from 2006 to 2012, he was Executive Director for the CU Real Estate Foundation. Prior to these positions, Mr. Hutchens spent 29 years in the banking industry, retiring as Chairman of Chase Bank
Colorado. Mr. Hutchens is a graduate of the University of Colorado at Boulders School of Business and has done graduate study at Syracuse University and the University of Colorado. He was selected to serve as a Trustee of the Trust based
on his business and financial services experience.
Patrick Seese
Mr. Seese has been an Independent Trustee of the Trust since October 30, 2012. He has been an owner and a Managing Director of
Integris Partners, a middle-market investment banking firm, since February 2008. Prior to this, Mr. Seese was a Managing Director at Headwaters, MB, middle-market investing banking firm, from 2003 to 2008, working in Credit Suisse First
Bostons Mergers and Acquisitions Group and served as Head of Corporate Development for Katy Industries, a publicly traded industrial and consumer products company. Mr. Seese began his career as a CPA with Deloitte & Touche, LLP.
Mr. Seese is a graduate of the University of Colorado and earned an MBA from The University of Chicago Booth School of Business. He is one of the founders of The Mile High Five Foundation (MH5), a charity dedicated to fund youth/health-related
organizations. Mr. Seese was selected to serve as a Trustee of the Trust based on his business, financial services and accounting experience.
Jeremy O. May
Mr. May has been an
Interested Trustee of the Trust since October 30, 2012. Mr. May joined ALPS Fund Services, Inc. (AFS), the Funds administrator, in 1995 and is President of AFS and Executive Vice President of ALPS Holdings, Inc., ALPS
Advisors, Inc., ALPS Distributors, Inc., the Funds principal underwriter, and ALPS Portfolio Solutions Distributor, Inc. Before joining ALPS, Mr. May was an auditor with Deloitte & Touche LLP. Mr. May is also Vice
Chairman on the Board of Directors of the University of Colorado (CU) Foundation. Mr. May has a B.S. in Business Administration from the University of Colorado. He was selected to serve
53
as a Trustee of the Trust based on his business, financial services, accounting and investment management experience.
None of the Independent Trustees owns securities in Brinker Capital, Inc., the Funds investment adviser, or ALPS Distributors, Inc., the
Funds principal underwriter, nor do they own securities in any entity directly controlling, controlled by, or under common control with these entities.
Leadership Structure and Oversight Responsibilities
Overall responsibility for oversight of the Funds rests with the Trustees. The Trust has engaged the Adviser to manage the Funds on a day-to
day basis. The Board is responsible for overseeing the Adviser and other service providers in the operations of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trusts
Declaration of Trust. The Board is currently composed of four members, three of whom are Independent Trustees. The Board meets at regularly scheduled quarterly meetings each year. In addition, the Board may hold special in-person or telephonic
meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. As described below, the Board has established a Nominating and Corporate Governance Committee and an Audit Committee, and
may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The Independent Trustees have also engaged independent legal counsel to assist them in performing their oversight
responsibilities.
The Board has appointed Jeremy O. May, an Interested Trustee, to serve in the role of Chairman. The Chairmans
role is to preside at all meetings of the Board and to act as a liaison with the Adviser, other service providers, counsel and other Trustees generally between meetings. The Chairman may also perform such other functions as may be delegated by the
Board from time to time. The Board has elected Cheryl Burgermeister to serve as Lead Independent Trustee. The Lead Independent Trustee is a spokesperson and principal point of contact for the Independent Trustees and is responsible for coordinating
the activities of the Independent Trustees, including chairing the meetings of the Independent Trustees. The Lead Independent Trustee may also perform such other functions as may be delegated by the Board from time to time. The Board reviews matters
related to its leadership structure annually. The Board has determined that the Boards leadership structure is appropriate given the Trusts characteristics and circumstances. These include the Trusts series of fund shares, each
funds single portfolio of assets, each funds net assets and the services provided by the funds service providers.
Risk
oversight forms part of the Boards general oversight of the Funds and is addressed as part of various Board and Committee activities. As part of its regular oversight of the Funds, the Board, directly or through a Committee, interacts with and
reviews reports from, among others, Fund management, the Adviser, the Funds Chief Compliance Officer, the Funds legal counsel and the independent registered public accounting firm for the Funds regarding risks faced by the Fund. The
Board, with the assistance of Fund management and the Adviser, reviews investment policies and risks in connection with its review of the Funds performance. The Board has appointed a Chief Compliance Officer to oversee the implementation and
testing of the Funds compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. In addition, as part of the Boards periodic review of the
54
Funds advisory and other service provider agreements, the Board may consider risk management aspects of these service providers operations and the functions for which they are
responsible.
Audit Committee
. The Board has an Audit Committee which considers such matters pertaining to the
Trusts books of account, financial records, internal accounting controls and changes in accounting principles or practices as the Trustees may from time to time determine. The Audit Committee also considers the engagement and compensation of
the independent registered public accounting firm (Firm) and ensures receipt from the Firm of a formal written statement delineating relationships between the Firm and the Trust, consistent with Public Company Accounting Oversight Board
Rule 3526. The Audit Committee also meets privately with the representatives of the Firm to review the scope and results of audits and other duties as set forth in the Audit Committees Charter. The Audit Committee members, each of whom are
Independent Trustees are: Cheryl Burgermeister, J. Wayne Hutchens and Patrick Seese. The Trust was formed on January 12, 2012. The Audit Committee met three times during the fiscal year ended September 30, 2013.
Nominating and Corporate Governance Committee
.
The Nominating and Corporate Governance Committee meets periodically to advise
and assist the Board in selecting nominees to serve as trustees of the Trust. The Nominating and Corporate Governance Committee believes the Board generally benefits from diversity of background, experience and views among its members and considers
this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. The Nominating and Corporate Governance Committee also advises and assists the Board in establishing, implementing and executing
policies, procedures and practices that assure orderly and effective governance of the Trust and effective and efficient management of all business and financial affairs of the Trust. Members of the Nominating and Corporate Governance Committee are
currently: Cheryl Burgermeister, J. Wayne Hutchens and Patrick Seese. The Trust was formed on January 12, 2012. The Nominating and Corporate Governance Committee of the Board met once during the fiscal year ended September 30, 2013.
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 nominees integrity, educational and professional background, understanding of the
Trusts business on a technical level and commitment to devote the time and attention necessary to fulfill a Trustees 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: ALPS Series Trust, c/o Secretary, 1290 Broadway, Suite 1100, Denver, Colorado, 80203.
As of December 31, 2012, the dollar range of equity securities in the Funds beneficially owned by the Interested Trustee were as follows:
55
|
|
|
|
|
Interested Trustee
|
|
Dollar Range of
Equity Securities in
the Funds
|
|
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen by
Trustee in Family of
Investment
Companies
|
|
|
|
Jeremy O. May
|
|
None
|
|
None
|
As of December 31, 2012, the dollar range of equity securities in the Funds beneficially owned by
Independent Trustees were as follows:
|
|
|
|
|
Independent Trustees
|
|
Dollar Range of
Equity Securities in
the Funds
|
|
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies Overseen by
Trustee in Family of Investment
Companies
|
|
|
|
Cheryl Burgermeister
|
|
None
|
|
None
|
|
|
|
J. Wayne Hutchens
|
|
None
|
|
None
|
|
|
|
Patrick Seese
|
|
None
|
|
None
|
Remuneration of Trustees
.
Effective October 30, 2012, the Independent Trustees of the Trust
receive a quarterly retainer of $2,000, plus $1,000 for each regular Board or Committee meeting attended, $1,000 for each special telephonic Board or Committee meeting attended and $1,000 for each special in-person Board meeting attended. The
Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings. For the fiscal year ended September 30, 2013, the Independent Trustees received the following compensation:
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Compensation
From the
Trust
|
|
Pension Or
Retirement
Benefits Accrued
As Part of Fund
Expenses
|
|
Estimated
Annual
Benefits
Upon
Retirement
|
|
Aggregate
Compensation
From The Trust
And Fund
Complex Paid To
Trustees*
|
|
|
|
|
|
Cheryl Burgermeister
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
J. Wayne Hutchens
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
Patrick Seese
|
|
$
|
|
$
|
|
$
|
|
$
|
* The Fund Complex currently consists of five series of the Trust and any other investment companies for which
Brinker Capital, Inc. provide investment advisory services, currently none.
No officer, trustee or employee of the Adviser or any of its
affiliates receives any compensation from the Funds for serving as an officer or trustee of the Funds.
56
INVESTMENT MANAGERS
Brinker Capital, Inc. (the Adviser), subject to the authority of the Trusts Board of Trustees, is responsible for the
overall management and administration of the Funds business affairs. The Adviser commenced business operations in 1987 and is registered with the SEC as an investment adviser. The Advisers principal address is 1055 Westlakes Drive, Suite
250, Berwyn, Pennsylvania, 19312.
Pursuant to the Investment Advisory Agreement (the Advisory Agreement) with the Adviser,
each of the Funds pays the Adviser an annual management fee of 0.65% based the Funds average daily net assets during the month. The management fee is paid on a monthly basis. The initial term of the Advisory Agreement is two years. The Board
may extend the Advisory Agreement for additional one-year terms. The Board, shareholders of the Funds or the adviser may terminate the Advisory Agreement upon 60 days notice. A discussion regarding the basis for the Boards approval of
the Advisory Agreement will be provided in the Funds semi-annual report to shareholders for the period ended March 31, 2014.
[The Adviser has contractually agreed to limit the amount of each Funds Total Annual Fund Operating Expenses, exclusive of Distribution
and Service (12b-1) fees, Shareholder Service Fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses, to 1.75% of the Funds average daily net assets. This agreement is in effect through
January 31, [2015]. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the agreement described above to the extent that the Funds expenses in later periods fall below the annual rates set
forth in the relevant agreement. The Funds will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fees and expense were deferred. The Adviser may not discontinue this
waiver without the approval by the Trusts Board of Trustees.]
DISTRIBUTOR
Shares of the Funds are offered on a continuous basis through ALPS Distributors, Inc. (an affiliate of ALPS Fund Services, Inc.) (the
Distributor), located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, as distributor pursuant to a distribution agreement between the Distributor and the Trust on behalf of the Funds. The Distributor is not obligated to sell
any specific amount of Fund shares.
CODE OF ETHICS
The Trust, the Adviser and the Distributor each have adopted a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics
permit the personnel of these entities to invest in securities, including securities that the Funds may purchase or hold. The codes of ethics are on public file with, and are available from, the SEC.
57
ADMINISTRATOR
The Trust on behalf of the Funds currently employs ALPS Fund Services, Inc. (an affiliate of the Distributor) (ALPS or the
Administrator), located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, under an administration agreement to provide certain administrative services to the Funds.
PROXY VOTING POLICIES AND PROCEDURES
Although individual Board members may not agree with particular policies or votes by the Adviser, the Board has approved delegating proxy
voting discretion to the Adviser believing that the Adviser should be responsible for voting because it is a matter relating to the investment decision making process.
Attached as
Appendix B
are the Trusts and the Advisers Proxy Voting Policies and Procedures that the Adviser uses to
determine how to vote proxies relating to portfolio securities, including the procedures that the Adviser uses when a vote presents a conflict between the interests of Fund shareholders, on the one hand, and those of the Adviser or any affiliated
person of the Funds or the Adviser, on the other.
Appendix B
provides a general indication as to how the Adviser will vote proxies relating to portfolio securities on each issue listed. However,
Appendix B
does not address all
potential voting issues or the intricacies that may surround individual proxy votes. For that reason, there may be instances in which votes may vary from the Trusts and the Advisers Proxy Voting Policies and Procedures. Notwithstanding
the foregoing, the Adviser always endeavors to vote proxies relating to portfolio securities in accordance with each Funds investment objectives. When applicable, information on how a Fund voted proxies relating to portfolio securities during
the most recent prior 12-month period ended June 30 will be available without charge, (i) upon request, by calling
1-
-
-
and (ii) on the SECs website at
http://www.sec.gov
.
PRINCIPAL SHAREHOLDERS
A principal shareholder is any person who owns of record or beneficially owns 5% or more of any class of a Funds outstanding equity
securities. A control person is any person who owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control.
[As of the Funds inception date, no shareholder will own 5% or more of the outstanding shares of the Funds.]
As of the Funds inception date, none of the Trustees or officers of the Trust owned any of the outstanding shares of the Funds.
EXPENSES
The Funds expenses include taxes, interest, fees and salaries of the Trusts Trustees and officers who are not trustees, officers
or employees of the Funds service contractors, SEC fees, state securities qualification fees, costs of preparing and printing prospectuses for regulatory purposes and for distribution to existing shareholders, advisory and administration fees,
charges of the
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custodian and of the transfer and dividend disbursing agent, certain insurance premiums, outside auditing and legal expenses, costs of shareholder reports and shareholder meetings and any
extraordinary expenses. The Funds also pay for brokerage fees and commissions (if any) in connection with the purchase and sale of portfolio securities.
PORTFOLIO MANAGERS
The following sections set forth certain additional information with respect to the portfolio managers for the Funds. Unless noted otherwise,
all information is provided as of June 30, 2013.
Other Accounts Managed by Portfolio Managers
The table below identifies as of September 30, 2013, for the portfolio managers of the Funds, the number of accounts (other than the Fund
with respect to which information is provided) for which he has day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles,
and other accounts.
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Portfolio Manager(s)
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Registered Investment
Companies
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Other Pooled Investment
Vehicles
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Other Accounts
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Number
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Total Assets (in millions)
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Number
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Total Assets (in millions)
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Number
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Total Assets (in millions)
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William H. Miller
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$
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$
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Stuart P. Quint, III, CFA
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$
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$
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Andrew T. Rosenberger, CFA
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$
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$
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Portfolio Manager Compensation
The Adviser seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment
professionals. Portfolio managers receive a fixed base salary, an incentive bonus opportunity and a benefits package. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well
as to adjust the factors used to determine bonuses to promote good sustained fund performance.
The Adviser may evaluate competitive
market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio managers compensation consists of the following elements:
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Base salary
. Each portfolio manager is paid a fixed base salary. In setting the base salary, the Advisers intention is to be
competitive in light of the particular portfolio managers experience and responsibilities.
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Annual bonus
. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components.
Generally, 60%-80% of the bonus is quantitatively determined, based typically on the most recent 1 year, 3 year and 5 year rolling average of pre-tax performance of all registered investment company accounts for which a portfolio manager has
day-to-day management responsibilities versus the
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performance of a pre-determined benchmark. High fund performance (against applicable benchmark) would deliver compensation generally associated with top pay in the industry (determined by
reference to the third-party provided compensation survey information) and poor fund performance (versus applicable benchmark) could result in no bonus. The amount of fund assets under management typically has an impact on the bonus potential (for
example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 20%-40% portion of the bonus is discretionary as determined by the Adviser and takes into
account other subjective factors.
Potential Conflicts of Interest with Other Accounts
Potential conflicts of interest may arise when the Funds portfolio managers have day-to-day management responsibilities with respect to
one or more other funds or other accounts, as is the case for the portfolio managers listed in the table above.
The Adviser and the Funds
have adopted compliance policies and procedures that are designed to address various conflicts of interest that may arise for the Adviser and the individuals that it employs. For example, the Adviser seeks to minimize the effects of competing
interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. The Adviser has also adopted trade allocation procedures that are designed to facilitate
the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by the Adviser and the Funds will be able to detect and/or prevent every situation in
which an actual or potential conflict may appear. These potential conflicts include:
Allocation of Limited Time and Attention
. A
portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a
strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more
pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
Allocation of
Limited Investment Opportunities
. If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts,
which may limit a funds ability to take full advantage of the investment opportunity.
Pursuit of Differing Strategies
.
At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he exercises investment responsibility, or may decide that certain of the funds and/or
accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or
the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.
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Selection of Brokers/Dealers
. Portfolio managers may be able to select or influence the
selection of the brokers and dealers that are used to execute securities transactions for the funds and/or account that they supervise. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to
certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage
and research services provided to the fund, a portfolio managers decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he manages.
Variation in Compensation
. A conflict of interest may arise where the financial or other benefits available to the portfolio
manager differ among the funds and/or accounts that he manages. If the structure of the investment advisers management fee and/or the portfolio managers compensation differs among funds and/or accounts (such as where certain funds or
accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which
he has an interest or in which the investment adviser and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio managers performance record or to derive other rewards,
financial or otherwise, could influence the portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.
Related Business Opportunities
. The Adviser or its affiliates may provide more services (such as distribution or recordkeeping) for
some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of funds and/or accounts that provide greater overall returns to
the Adviser and its affiliates.
Ownership of Securities
Because the Funds are new, as of the date of this SAI, the portfolio managers do not own any shares of the Funds.
NET ASSET VALUE
The following is a description of the procedures used by each Fund in valuing its assets. For the purpose of pricing purchase and redemption
orders, the net asset value per share of a Fund is determined once daily as of the close of regularly scheduled trading on the NYSE (normally, 4:00 p.m. Eastern time). Each Funds net asset value is calculated on each day that the NYSE is
open for trading,
i.e.
, Monday through Friday, except for New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and the preceding
Friday or subsequent Monday when one of those holidays falls on a Saturday or Sunday, respectively.
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In calculating net asset value, equity securities listed or traded on national securities
exchanges are valued at the last sale price or, if there have been no sales on that day, at the mean of the current bid and ask price which represents the current value of the security. Over-the-counter securities are valued at the mean of the
current bid and ask price.
Portfolio securities listed on the NASDAQ National Market System for which market quotations are available are
valued at the official closing price. If there is no official closing price, the securities are valued at the last sale price or, if there have been no sales that day, at the mean of the current bid and ask price which represents the current value
of the security.
Securities that are primarily traded on foreign exchanges generally are valued at the preceding closing values of such
securities on their respective exchanges, except that when an occurrence subsequent to the time a value was so established is likely to have changed such value, then the fair value of those securities will be determined by consideration of other
factors by or under the direction of the Trusts Board or its delegates. In valuing assets, prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate. Securities may be valued by independent
pricing services which use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics. Short-term obligations with maturities of 60 calendar days or less
are valued at amortized cost, which constitutes fair value as determined by the Board. Amortized cost involves valuing an instrument at its original cost to a Fund and thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. All other securities and other assets of a Fund will be valued at fair value as determined in good faith pursuant to procedures adopted by the
Board.
TAXES
This section provides additional information concerning U.S. federal income taxes. It is based on the Code, applicable Treasury Regulations,
judicial authority and administrative rulings and practice, all as of the date of this SAI, and all of which are subject to change, possibly with retroactive effect. The following does not address any state, local or foreign or estate or gift tax
matters.
A shareholders U.S. federal income tax consequences from acquiring, holding and disposing of shares in a Fund may vary
depending upon his or her particular situation. This discussion only applies to shareholders who are U.S. persons. For purposes of this discussion, U.S. persons are: (i) U.S. citizens or residents, (ii) U.S. corporations, (iii) an
estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the
authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 20, 1996, and were treated as domestic trusts on August 19, 1996. This discussion does not address issues of significance to
U.S. persons in special situations such as: (i) certain types of tax-exempt organizations, (ii) shareholders holding shares through tax-advantaged accounts (such as 401(k) plan accounts or individual retirement accounts),
(iii) shareholders holding investments through foreign institutions (financial and non-financial),
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(iv) financial institutions, (v) broker-dealers, (vi) entities not organized under the laws of the United States or a political subdivision thereof, (vii) shareholders holding
shares as part of a hedge, straddle or conversion transaction, and (viii) shareholders who are subject to the U.S. federal alternative minimum tax.
If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner
of shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships that are considering the purchase of shares should consult their own
tax advisers regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of shares.
The Funds have not
requested and will not request an advance ruling from the Internal Revenue Service (the IRS) as to the U.S. federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such positions
could be sustained. In addition, the foregoing discussion only addresses some of the U.S. federal income tax considerations generally affecting investments in the Funds. Prospective shareholders are urged to consult with their own tax advisers as to
the particular U.S. federal tax consequences to them of an investment in the Funds, as well as the applicability and effect of any state, local or foreign laws, and the effect of possible changes in applicable tax laws.
General Policies
In general, it is each
Funds policy to distribute to its shareholders as ordinary income dividends substantially all net investment income, paid out via two semi-annual dividends, in June and December. It is also each Funds policy to distribute
annually all net realized short-term and long-term capital gains, if any, after offsetting any capital loss carryovers as capital gains dividends.
Ordinary income dividends and capital gain distributions are payable as of the close of the Exchange on the record date for each dividend or
distribution. Shareholders may elect to re-invest their ordinary income dividends or capital gain distributions, or both. The election may be made at any time by submitting a written request directly to the Fund. In order for a change to
be in effect for any dividend or distribution, it must be received by the Fund on or before the record date for such dividend or distribution.
Distributions and dividends are reinvested in additional Fund shares unless you instruct the Transfer Agent to have your distributions and/or
dividends paid by check mailed to the address of record or transferred through an Automated Clearing House to the bank of your choice. If you elect to receive your dividends in cash and the dividend checks sent to you are returned
undeliverable to the Fund or remain uncashed for six months, your cash election will automatically be changed and your future dividends will be reinvested. No interest will accrue on amounts represented by uncashed dividend or redemption
checks.
As required by federal law, detailed U.S. federal tax information will be furnished to each shareholder for each calendar year.
Taxation of the Funds
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Each Fund intends to elect to be treated and qualify each year as a regulated investment company
under Subchapter M of the Code. In order to qualify for the special tax treatment accorded regulated investment companies and its shareholders, a Fund must, among other things: (i) derive at least 90% of its gross income in each taxable year
from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or 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 and net income derived from interests in qualified publicly traded partnerships; (ii) diversify its holdings so that at the end of
each fiscal quarter, (a) at least 50% of the value of its total assets consists of cash and cash items (including receivables), U.S. government securities, securities of other regulated investment companies, and other securities limited
generally, with respect to any one issuer, to no more than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Funds total assets is
invested in (1) the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer, (2) the securities (other than the securities of other regulated investment companies) of two or more
issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or (3) in the securities of one or more qualified publicly traded partnerships and (iii) distribute with respect to each taxable
year an amount equal to or exceeding the sum of (a) 90% of its investment company taxable income, as that term is defined in the Code (which generally includes, among other things, dividends, taxable interest, and the excess of any
net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses) without regard to the deduction for dividends paid, and (b) 90% of its tax-exempt interest income, net of expenses allocable thereto. For
purposes of meeting the diversification requirement described in (ii) above, in the case of a Funds investment in loan participations, the issuer may be the financial intermediary or the borrower.
With respect to (i) above, the IRS may limit qualifying income from foreign currency gains to the amount of such currency gains that are
directly related to a regulated investment companys principal business of investing in stock or securities (or options and futures with respect thereto) pursuant to regulations that may be promulgated in the future. For purposes of the 90%
gross income requirement described in (i) above, income derived from a partnership will generally be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying
income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership (defined as an entity taxed as a partnership (x) interests in which are traded on an
established securities market or readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in (i) above) will be treated as qualifying
income. In addition, although in general the passive loss rules of the Code do not apply to regulated investment companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified
publicly traded partnership. Finally, for purposes of (ii)(a) above, the term outstanding voting securities of such issuer will include the equity securities of a qualified publicly traded partnership.
To the extent that it qualifies for treatment as a regulated investment company, a Fund will not be subject to U.S. federal income tax on
income distributed to its shareholders in a timely
64
manner in the form of dividends (including capital gain dividends, defined below). In certain situations, a Fund can cure failures to meet the income and diversification tests described above,
including, in some cases, by paying the Fund-level tax and, in the case of diversification failures, disposing of certain assets. If a Fund were to fail to qualify as a regulated investment company accorded special tax treatment in any taxable year
for example, because it was not sufficiently diversified under the applicable Code tests the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. To qualify again to be taxed as a regulated investment company that is accorded special treatment in a subsequent year, a
Fund could be required to pay substantial taxes, penalties and interest and make substantial distributions. In addition, if a Fund fails to qualify as a regulated investment company for a period greater than two taxable years, the Fund may be
required to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively, to be subject to taxation on
such built-in gain recognized for a period of ten years, in order to qualify as a regulated investment company in a subsequent year.
As a
regulated investment company, a Fund generally will not be subject to U.S. federal income tax on its net capital gains (that, is any net long-term capital gains in excess of the sum of net short-term capital losses and certain capital loss
carryovers from prior years) properly reported by the Fund in a written statement to shareholders as capital gain dividends (capital gain dividends) and its investment company taxable income if any, that the Fund distributes to
shareholders on a timely basis. Each Fund intends to distribute substantially all of its investment company taxable income and to distribute all of its capital gains dividends in a taxable year. If a Fund does retain any investment company taxable
income, it will be subject to tax at regular corporate rates on the amount retained. However, each Fund may elect to have certain dividends paid after the close of a tax year treated as having been paid during the tax year for purposes of the
regulated investment company distribution requirements and for purposes of determining its taxable income (spill-over dividends). Spill-over dividends are taxed to shareholders in the year in which they are received.
If a Fund retains any net capital gain, it will also be subject to tax at regular corporate rates on the amount retained, but may designate
the retained amount as undistributed capital gains in a notice to its shareholders who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and
(ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any. For U.S. federal income tax purposes, the tax basis of shares owned
by a shareholder of a Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholders income and the tax deemed paid by the shareholder under clause (ii) of the
preceding sentence.
Generally, the excess (if any) of a Funds net short-term capital loss over the net long-term capital loss for a
taxable year will carry over as a short-term capital loss arising on the first day of the next tax year. In addition, the excess (if any) of a Funds net long-term capital loss over
65
the net short-term capital gain for the year will carry over as a long-term capital loss arising on the first day of the next tax year.
A regulated investment company may elect to treat any post-October capital loss (defined as the greatest of net capital loss, net long-term
capital loss, or net short-term capital loss, in each case attributable to the portion of the taxable year after October 31) and late-year ordinary loss (generally, (i) net ordinary losses from the sale, exchange or other taxable
disposition of property, attributable to the portion of the taxable year after October 31, plus (ii) other net ordinary losses attributable to the portion of the taxable year after December 31) as if incurred in the succeeding taxable
year.
If a Fund fails to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income for such year
and 98.2% of its net capital gain income for the one year period ending on October 31 of such year, plus any retained amount for the prior year, the Fund will be subject to a non-deductible excise tax on the undistributed amounts. For these
purposes, ordinary gains and losses from the sale, exchange or other taxable disposition of property that would be properly taken into account after October 31 are treated as arising on January 1 of the following calendar year. For
purposes of the excise tax, each Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. A dividend paid to shareholders in January of a year
generally is deemed to have been paid on December 31 of the preceding year, if the dividend is declared and payable to the shareholders of record on a date in October, November or December of that preceding year.
Each Fund intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be
able to do so.
Taxation of Fund Distributions
For U.S. federal income tax purposes, distributions of investment company taxable income are generally taxable as ordinary income to the
extent of a Funds current or accumulated earnings and profits. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated them, rather than how long a shareholder has owned his or
her shares. Distributions of net capital gains from the sale of investments that a Fund owned for more than one year and that are properly designated by the Fund as capital gain dividends (
i.e.
, capital gain dividends) will be
taxable to Fund shareholders as long-term capital gains. Generally, distributions of gains from the sale of investments that a Fund owned for one year or less will be taxable as ordinary income. Each Fund may designate certain dividends as derived
from qualified dividend income, which, when received by an individual, will be taxed at the rates applicable to long-term capital gain. Dividend income distributed to individual shareholders will qualify as qualified dividend
income as that term is defined in section 1(h)(11)(B) of the Code to the extent such distributions are attributable to income from a Funds investments in common and preferred stock of U.S. companies and stock of certain qualified
foreign corporations provided that certain holding period and other requirements are met by both the Fund and its shareholders. Portions of a Funds distributions may be derived from qualified dividend income.
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Distributions are taxable to shareholders even if they are paid from income or gains earned by a
Fund before a shareholder invested in the Fund (and thus were included in the price the shareholder paid). Distributions are taxable whether shareholders receive them in cash or reinvest them in additional shares (other than distributions, if any,
designated by the Fund as exempt-interest dividends, a designation which the Fund generally does not expect to make). Any gain resulting from the sale or exchange of Fund shares generally will be taxable as capital gains. Distributions
declared and payable by a Fund during October, November or December to shareholders of record on a date in any such month and paid by the Fund during the following January will be treated for U.S. federal tax purposes as paid by the Fund and
received by shareholders on December 31st of the year in which declared rather than the calendar year in which they were received.
The maximum long-term capital gain rate applicable to individuals is 20%.
Dividends received by corporate shareholders that are reported by a Fund in a written statement furnished to shareholders may qualify for the
70% dividends received deduction to the extent of the amount of qualifying dividends received by the Fund from domestic corporations and to the extent a portion of interest paid or accrued on certain high yield discount obligations owned by the Fund
is treated as dividends.
If a Fund makes a distribution in excess of its current and accumulated earnings and profits in any
taxable year, the excess distribution will be treated as a return of capital to the extent of a shareholders tax basis in his or her shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a
shareholders basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.
Sale or Redemption of Shares
The sale
or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Fund shares will be treated as long-term capital gain or loss if the shares have been held for more than one year.
Otherwise, the gain or loss on the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term,
rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be
disallowed if other substantially identical shares of the Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Special Tax Considerations
The
following discussion relates to the particular U.S. federal income tax consequences of the investment policies of the Funds.
Non-U.S. Taxes
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A Fund that invests in non-U.S. securities may be liable to non-U.S. governments for taxes
relating primarily to investment income or capital gains on non-U.S. securities in the Funds portfolio. If at the close of its taxable year more than 50% of the value of the Funds total assets consists of securities of foreign
corporations (including foreign governments), the Fund may make an election under the Code that would allow Fund shareholders who are U.S. persons or U.S. corporations to claim a foreign tax credit or deduction (but not both) on their U.S. income
tax return for their pro rata portion of qualified taxes paid by that Fund to non-U.S. countries in respect of non-U.S. securities held at least a minimum period as specified in the Code. If the Fund makes the election, the amount of each
shareholders distribution reported on the information returns filed by the Fund with the IRS must be increased by the amount of the shareholders portion of the Funds foreign tax paid. A shareholders ability to claim all or a
part of a foreign tax credit or deduction in respect of non-U.S. taxes paid by the Fund may be subject to certain limitations imposed by the Code.
Non-U.S. Currency Transactions
Transactions in non-U.S. currencies, non-U.S.-currency denominated debt obligations and certain non-U.S. currency options, future contracts,
and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the non-U.S. currency concerned and may increase the amount and affect the
timing and character of taxes payable by shareholders. Certain of a Funds transactions, if any, in foreign currencies and foreign currency denominated instruments are likely to result in a difference between the Funds book income and
taxable income. This difference may cause a portion of the Funds income distributions to constitute a return of capital or capital gain for tax purposes or require the Fund to make distributions exceeding book income to avoid excise tax
liability and to qualify as a regulated investment company, which may have the effect of accelerating taxable distributions to shareholders of the Fund.
If a Fund were to qualify as a qualified fund of funds, the Fund could be entitled to elect to pass-through its foreign tax
credits without regard to the above described 50% requirement. For this purpose, the term qualified fund of funds means a regulated investment company if (at the close of each quarter of the taxable year) at least 50% of the value of its
total assets is represented by interests in other regulated investment companies. The Funds make no assurances as to either the availability of any election discussed in this section or their willingness to make any such election.
Financial Products
A Funds
investments in options, hedging transactions, forward contracts, swaps and certain other transactions will be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the
effect of which may be to accelerate income recognized by the Fund, defer the Funds losses, cause adjustments in the holding periods of the Funds securities, convert capital gain into ordinary income and convert short-term capital
losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to Fund shareholders.
68
Certain positions undertaken by a Fund may constitute straddles for U.S. federal
income tax purposes. The straddle rules may affect the character of gains or losses realized by the Fund. Losses realized by the Fund that are part of a straddle may be deferred beyond the point in time that they are realized. The straddle rules, if
applicable, could increase the amount of short-term capital gain realized by the Fund, which is taxed as ordinary income when distributed to shareholders. Certain tax elections that a Fund may make with respect to straddles could affect the
character and timing of recognition of gains and losses.
Rules governing the tax aspects of notional principal contracts in which a Fund
may invest are not clear in various respects. As a result, the IRS could challenge the Funds methods of accounting for U.S. federal income tax purposes for such contracts, and such a challenge could affect the status of the Fund as a regulated
investment company.
Each Fund may make short sales of securities. Short sales may increase the amount of short-term capital gains
realized by the Fund, which is taxed as ordinary income to the shareholders when distributed. Short sales may also constitute constructive sales, which would result in taxable income before the short-sale positions are terminated.
Certain of a Funds hedging activities including its transactions in options and foreign currencies, are likely to result in a difference
between the Funds book income and taxable income. This difference may cause a portion of the Funds income distributions to constitute a return of capital or capital gain for tax purposes or require the Fund to make distributions
exceeding book income to avoid excise tax liability and to qualify as a regulated investment company, which may have the effect of accelerating taxable distributions to shareholders.
Securities Issued or Purchased at a Discount
A Funds investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a
discount may) require that Fund to accrue and distribute income not yet received. In addition, payment-in-kind securities will give rise to income which is required to be distributed even though the Fund does not receive an interest payment in cash
on the security during the year. In order to generate sufficient cash to make the requisite distributions, an effected Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold. An effected Fund may
realize gains or losses from such sales. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.
Some debt obligations that are acquired by a Fund in the secondary market may be treated as having market discount. Generally, any gain
recognized on the disposition of a debt security having market discount is treated as ordinary income to the extent the gain does not exceed the accrued market discount on such debt security. Market discount generally accrues in equal
daily installments. A Fund may make certain elections applicable to debt obligations having market discount, which could affect the character and timing of recognition of income for U.S. federal income tax purposes.
High-Risk Securities
69
Each Fund may invest in debt obligations that are in the lowest rating categories or are unrated.
Investments in debt obligations that are at risk of or in default present special tax issues for the Fund. The application of the U.S. federal income tax rules with respect to these types of investments is complicated and will depend upon the
application of the law to facts that may be unclear, which may result in uncertainty about the U.S. federal income tax treatment of these investments (
e.g.
, such as when the Fund may cease to accrue interest, original issue discount or market
discount, when and to what extent deductions may be taken for bad debts, or worthless securities and how payments received on obligations in default should be allocated between principal and income). These and other related issues will be addressed
by the Fund if it invests in such securities in order to seek to ensure that the Fund distributes sufficient income to avoid becoming subject to U.S. federal income or excise tax.
Backup Withholding
Each Fund generally
is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number
(TIN), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. The backup withholding tax rate is 28% for amounts paid through 2012. Under current law,
the backup withholding tax rate will be 31% for amounts paid after December 31, 2012.
Cost Basis Reporting
Legislation passed by Congress in 2008 requires a fund (or its administrative agent) to report to the IRS and furnish to fund shareholders the
cost basis information for fund shares purchased on or after January 1, 2012, and redeemed, exchanged or otherwise sold on or after that date. In addition to the present law requirement to report the gross proceeds from the sale of Fund shares,
a Fund will also be required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. In the absence of an election by a shareholder to elect from certain cost basis methods
which have been accepted by the IRS, the Fund will use its default cost basis method. The cost basis method elected or applied may not be changed after the settlement date of a sale of Fund shares. Fund shareholders should consult with their tax
advisers concerning the most desirable IRS-accepted cost basis method for their tax situation and to obtain more information about how the new cost basis reporting law applies to them. The current law requirement to report only the gross proceeds
from the sale of Fund shares will continue to apply to all fund shares acquired through December 31, 2011, and which are sold on and after that date.
You should consult with your tax adviser regarding the U.S. federal, foreign, state and local tax consequences of an investment in a Fund.
Surtax on Net Investment Income
For tax years beginning after 2012, a surtax of 3.8% will apply to the net investment income of an individual taxpayer who
recognizes adjusted gross income for such year, subject to certain modifications, in excess of $200,000 ($250,000 for a joint return). Net investment income will
70
include interest, dividends, royalties, rents, gross income from a trade or business involving passive activities, and net gain from disposition of property (other than property held in a trade
or business). Net investment income will be reduced by deductions properly allocable to such income. Holders of our common stock should consult their tax advisers regarding the effect, if any, of this legislation on their ownership and disposition
of our common stock.
Foreign Accounts
Recently enacted legislation will impose a 30% withholding tax on dividends and redemption proceeds paid after December 31, 2012, to
(i) foreign financial institutions (as defined in section 1471 of the Code) unless they agree to collect and disclose to the IRS information regarding direct and indirect U.S. account holders and (ii) certain other foreign entities
unless they certify certain information regarding their direct and indirect U.S. owners. If the payee is a foreign financial institution, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it
undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it from complying with these
reporting and other requirements. In certain circumstances, an account holder may be eligible for refunds or credits of such taxes. The Funds will not pay any additional amounts in respect to any amounts withheld.
Under current administrative guidance, the withholding obligations described above will apply to payments of dividends on shares made on or
after January 1, 2014, and to payments of gross proceeds from a sale or other disposition of shares on or after January 1, 2015.
Other Tax
Matters
Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should
consult their tax adviser to determine the suitability of shares of a Fund as an investment through such plans and the precise effect that investment in the Fund would have on their particular tax situation.
The foregoing discussion relates solely to U.S. federal income tax law. Dividends and distributions also may be subject to state and local
taxes. Shareholders are urged to consult their tax advisers regarding specific questions as to U.S. federal, state, local and, where applicable, foreign taxes. Foreign investors should consult their tax advisers concerning the U.S. federal income
tax consequences of ownership of shares of a Fund, including the certification and filing requirements imposed on foreign investors in order to qualify for exemption from the backup withholding tax rates (or a reduced rate of withholding provided by
treaty).
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and related regulations currently in
effect. For the complete provisions, reference should be made to the pertinent Code sections and regulations. The Code and regulations are subject to change by legislative or administrative actions.
71
DESCRIPTION OF THE TRUST
The Trust was organized as a Delaware business trust on January 12, 2012 and, as of the date of this SAI, consists of five separate
portfolios or series. The Board may establish additional series in the future. The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest with no par value.
The Trust is anticipated to consist of multiple separate portfolios or series. When certain matters affect one fund but not another, the
shareholders would vote as a fund 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 the fund unless otherwise required by the 1940 Act,
in which case all shares will be voted in the aggregate. For example, a change in a funds fundamental investment policies would be voted upon only by shareholders of the fund. Additionally, approvals of Investment Advisory Contracts are
matters to be determined separately by the fund.
Approval by the shareholders of one fund is effective as to that fund whether or not
sufficient votes are received from the shareholders of the other fund to approve the proposal as to that fund. The term majority, when referring to approvals to be obtained from shareholders of a fund 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. 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 Trusts shares represented at a meeting if the holders of more
than 50% of the Trusts outstanding shares are present in person or proxy, or (ii) more than 50% of the Trusts outstanding shares. Shareholders are entitled to one vote for each full share held and fractional votes for fractional
shares held.
The Trust is not required to hold regular annual meetings of a funds shareholders and does not intend to do so.
However, the Trust undertakes to hold a special meeting of its shareholders if the purpose of voting on the question of removal of a director or trustees is requested in writing by the holders of at least 10% of the Trusts outstanding voting
securities, and to assist in communicating with other shareholders as required by Section 16(c) of the 1940 Act. The Declaration of Trust provides that the holders of not less than two-thirds of the outstanding shares of the Trust may remove a
person serving as Trustee either by declaration in writing or at a meeting called for such purpose.
Each share of a Fund represents an
equal proportional interest in the fund with each other share and is entitled to such dividends and distributions out of the income earned on the assets belonging to the Fund as are declared in the discretion of the Trustees. In the event of the
liquidation or dissolution of the Trust, shareholders of each Fund are entitled to receive the assets attributable to the Fund that are available for distribution, and a distribution of any general assets of the Trust not attributable to the 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.
72
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 shareholders investment in such series. However, the Declaration of Trust 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 each series of the Trust and requires that notice of the disclaimer be given in each contract or obligations 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
shareholders investment in the Funds.
OTHER INFORMATION ABOUT THE FUNDS
Custodian.
Union Bank, N.A. (the Custodian), located at 350 California Street, 6
th
Floor, San Francisco, California 94104, serves as the custodian for the Funds. As such, the Custodian holds in safekeeping certificated securities and cash belonging to the Funds and, in such
capacity, is the registered owner of securities in book-entry form belonging to the Funds. Upon instruction, the Custodian receives and delivers cash and securities of the Funds in connection with Fund transactions and collects all dividends and
other distributions made with respect to Fund portfolio securities. The Custodian also maintains certain accounts and records of the Funds. Sub-custodians provide custodial services for any foreign assets held outside of the United States.
Transfer Agent.
ALPS, pursuant to a Transfer Agency and Service Agreement, serves as transfer agent for the Funds. As Transfer Agent,
ALPS has, among other things, agreed to (i) issue and redeem shares of the Funds; (ii) make dividend and other distributions to shareholders of the Funds; (iii) effect transfers of shares; (iv) mail communications to shareholders
of the Funds, including account statements, confirmations, and dividend and distribution notices; (v) facilitate the electronic delivery of shareholder statements and reports and (vi) maintain shareholder accounts. Under the Transfer
Agency and Service Agreement, ALPS receives from the Trust on behalf of the Funds an annual minimum fee and a fee based upon the number of shareholder accounts and is also reimbursed for out-of-pocket expenses. As described above, ALPS is an
affiliate of the Distributor.
Independent Registered Public Accounting Firm.
Rothstein Kass (Rothstein Kass) serves as
the Trusts independent registered public accounting firm. Rothstein Kass provides audit services, tax return preparation and assistance and consultation in connection with review of SEC filings. Rothstein Kass is located at 2175 N. California
Boulevard, 10
th
Floor, Walnut Creek, California, 94596.
Counsel.
Davis
Graham
& Stubbs LLP serves as counsel to the Trust and is located at 1550 17th Street, Suite 500, Denver, Colorado 80202.
PERFORMANCE INFORMATION
73
Yield and Total Return.
Each Fund may from time to time include the yield and/or total
return of its shares in advertisements or information in advertisements or information furnished to present or prospective shareholders.
A Funds yield will vary from time to time depending upon market conditions, the composition of its portfolios and operating expenses of
the Trust allocated to the Fund. These factors, possible differences in the methods used in calculating yield, and the tax exempt status of distributions, should be considered when comparing a Funds yield to yields published for other
investment companies and other investment vehicles. Yield should also be considered relative to changes in the value of a Funds shares and to the relative risks associated with the investment objectives and policies of the Fund.
At any time in the future, yields and total return may be higher or lower than past yields and there can be no assurance that any historical
results will continue.
Investors in the Funds are specifically advised that share prices, expressed as the net asset value per share,
will vary just as yield will vary. An investors focus on the yield of a Fund to the exclusion of the consideration of the share price of the Fund may result in the investors misunderstanding the total return he or she may derive from the
Fund.
FINANCIAL HIGHLIGHTS
Because the Funds have not yet commenced operations as the date of this Statement of Additional Information, there are no financial highlights
for the Funds. When available, you can obtain additional copies of the Annual Report at no charge by writing or telephoning the Funds at the address or number on the front page of this Statement of Additional Information.
74
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
The Funds may make use of average portfolio credit quality standards to assist institutional investors whose own investment
guidelines limit their investments accordingly. In determining the Funds overall dollar-weighted average quality, unrated securities are treated as if rated, based on the advisers view of their comparability to rated securities. The
Funds use of average quality criteria is intended to be a guide for those investors whose investment guidelines require that assets be invested according to comparable criteria. Reference to an overall average quality rating for the Funds does
not mean that all securities held by the Funds will be rated in that category or higher. The Funds investments may range in quality from securities rated in the lowest category in which a Fund is permitted to invest to securities rated in the
highest category (as rated by Moodys, S&P or Fitch or, if unrated, determined by the adviser to be of comparable quality). The percentage of a Funds assets invested in securities in a particular rating category will vary. Following
is a description of Moodys, S&Ps and Fitchs ratings applicable to fixed-income securities.
Moodys Investors Service, Inc.
Corporate and Municipal Bond Ratings
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are
generally referred to as gilt edge. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to
be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risks appear somewhat larger than with Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade
obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly
secured), interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba: Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
A-1
B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger
with respect to principal or interest.
Ca: Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
C: Bonds which are rated C are the lowest
rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Moodys bond ratings, where specified, are applicable to financial contracts, senior bank obligations and insurance
company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letter-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a
branch of a bank are considered to be domiciled in the country in which the branch is located.
Unless noted as an
exception, Moodys rating on a banks ability to repay senior obligations extends only to branches located in countries which carry a Moodys Sovereign Rating for Bank Deposits. Such branch obligations are rated at the lower of the
banks rating or Moodys Sovereign Rating for the Bank Deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation
is domiciled, Moodys ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral
conflicts between an investors home country and cither the issuers home country or the country where an issuer branch is located are not incorporated into Moodys ratings.
Moodys makes no representation that rated bank obligations or insurance company obligations are exempt from registration
under the Securities Act or issued in conformity with any other applicable law or regulation. Nor does Moodys represent that any specific bank or insurance company obligation is legally enforceable or a valid senior obligation of a rated
issuer.
Moodys applies numerical modifiers, 1, 2, and 3 in each generic rating classified from Aa through Caa in
its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of
its generic rating category.
Corporate Short-Term Debt Ratings
Moodys short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These
obligations have an original maturity not exceeding one year, unless explicitly noted.
Moodys employs the following
three designations, all judged to be investment-grade, to indicate the relative repayment ability of rated issuers:
A-2
PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed:
conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial
markets and assured sources of alternate liquidity.
PRIME-2: Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
PRIME-3: Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is maintained.
NOT PRIME: Issuers rated Not Prime do not fall within any
of the Prime rating categories.
Standard & Poors Ratings Services
Issue Credit Rating Definitions
A Standard & Poors issue credit rating is a current opinion of the creditworthiness of an obligor with respect
to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of
guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The issue credit rating is not a recommendation to purchase, sell, or hold a financial
obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit
ratings are based on current information furnished by the obligors or obtained by Standard & Poors from other sources it considers reliable. Standard & Poors does not perform an audit in connection with any credit
rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations
considered short term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days, including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an
obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based, in varying degrees, on the following considerations: likelihood of payment - capacity and
willingness of the obligor to meet its financial commitment on an obligation in
A-3
accordance with the terms of the obligation: nature of and provisions of the obligation; protection afforded by, and relative position of, the obligation in the event of bankruptcy,
reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.
The
issue rating definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted
above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) Accordingly, in the case of junior debt the rating may not
conform exactly with the category definition.
Corporate and Municipal Bond Ratings
Investment-grade
AAA: An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity
to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated AA differs
from the highest rated obligations only in small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB: An obligation rated BBS exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Speculative Grade
Obligations rated BB, B, CCC, CC and C are regarded as having
predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated
BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate
capacity to meet its financial commitment on the obligation.
B: An obligation rated B is more vulnerable to
nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or
willingness to meet its financial commitment on the obligation.
CCC: An obligation rated CCC is currently
vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment
A-4
on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The
C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in
arrears on dividends or sinking fund payments, but that is currently paying.
D: An obligation rated D is in
payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be
made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or Minus (): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.
Provisional ratings: The letter p indicates that the
rating is provisional. A provisional rating assumes the successful completion of the project being financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and
timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should
exercise his own judgment with respect to such likelihood and risk.
r: This symbol is attached to the ratings of
instruments with significant noncredit risks. It highlights risks to principal or volatility of expected returns which are not addressed in the credit rating. Examples include: obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as interest-only or principal-only mortgage securities; and obligations with unusually risky interest terms, such as inverse floaters.
The absence of an r symbol should not be taken as an indication that an obligation will exhibit no volatility or
variability in total return.
N.R.: This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate
and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties.
Commercial Paper Rating Definitions
A Standard & Poors commercial paper rating is a current assessment of the likelihood of timely payment of debt
having an original maturity of no more than 365 days. Ratings are graded into several categories, ranging from A for the highest quality obligations to D for the lowest. These categories are as follows:
A-5
A-1: A short-term obligation rated A-1 is rated in the highest
category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the
obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2: A short-term
obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial
commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate
protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B: A short-term obligation rated B is regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term
obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors
believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
A commercial paper rating is not a recommendation to purchase, sell or hold a security inasmuch as it does not comment as to
market price or suitability for a particular investor. The ratings are based on current information furnished to Standard & Poors by the issuer or obtained from other sources it considers reliable. Standard & Poors does
not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in or unavailability of such information.
Fitch Investor Services, Inc
Credit Ratings
Fitchs credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as
interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving their money back in accordance with the terms on which they
invested. Fitchs credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they
issue, as well as structured finance securities backed by receivables or other financial assets.
The use of credit
ratings defines their function: investment grade ratings (international Long-term AAA to BBB- categories; Short-term F1 to F3) indicate relatively low to moderate credit risk, while those
in the speculative or non investment grade categories (international Long-term
A-6
BB+ to D; Short-term B to D) either signal a higher level of credit risk or that a default has already occurred. Credit ratings express risk in
relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Depending on their application, credit ratings address benchmark measures of probability of default as well relative
expectations of loss given default. For example, issuers are typically assigned Issuer Default Ratings that are relative measures of default probability. Similarly, short-term credit ratings give primary consideration to the likelihood that
obligations will be met on a timely basis. Securities, however, are rated taking into consideration probability of default and loss given default. As a result, for entities such as corporations security ratings may be rated higher, lower or the same
as the issuer rating to reflect expectations of the securitys relative recovery prospects, as well as differences in ability and willingness to pay. While recovery analysis plays an important role throughout the ratings scale, it becomes a
more critical consideration for below investment-grade securities and obligations, particularly at the lower end of the non-investment-grade ratings scale where Fitch often publishes actual Recovery Ratings that are complementary to the credit
ratings.
Structured finance ratings typically are assigned to each individual security or tranche in a transaction, and
not to an issuer. Each structured finance tranche is rated on the basis of various stress scenarios in combination with its relative seniority, prioritization of cash flows and other structural mechanisms.
International Long-Term Credit Ratings
International Long-Term Credit Ratings (LTCR) may also be referred to as Long-Term Ratings. When assigned to most issuers, it
is used as a benchmark measure of probability of default and is formally described as an Issuer Default Rating (IDR). The major exception is within Public Finance, where IDRs will not be assigned as market convention has always focused on timeliness
and does not draw analytical distinctions between issuers and their underlying obligations. When applied to issues or securities, the LTCR may be higher or lower than the issuer rating (IDR) to reflect relative differences in recovery expectations.
The following rating scale applies to foreign currency and local currency ratings:
Investment Grade
AAA
Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of
exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA
Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong
capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A
High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of
financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
A-7
BBB
Good credit quality. BBB ratings indicate that there is currently expectations of low credit risk. The capacity for
payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
Speculative Grade
BB
Speculative
BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse
economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
B
Highly speculative
For issuers and performing obligations, B ratings indicate that significant credit risk is present, but a limited
margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries.
Such obligations would possess a Recovery Rating of R1 (outstanding).
CCC
For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic conditions.
For individual obligations, may indicate distressed or
defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of R2 (superior), or
R3 (good) or R4 (average).
CC
For issuers and performing obligations, default of some kind appears probable.
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of R4 (average)
or R5 (below average).
C
For issuers and performing obligations, default is imminent.
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor
recoveries. Such obligations would possess a Recovery Rating of R6 (poor).
RD
Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material
financial obligations, but continues to honor other classes of obligations.
A-8
D
Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of
the following:
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failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;
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the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or
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the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms
compared with the existing obligation.
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Default ratings are not assigned prospectively; within this
context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated D upon a default. Defaulted and distressed obligations typically are rated along the
continuum of C to B ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably
impaired such that it is not expected to meet pay interest and or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of
the documentation is imminent, the obligation may be rated in the B or
CCC-C
categories.
Default is determined by reference to the terms of the obligations documentation. Fitch will assign default ratings
where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligations documentation, or where it believes that default ratings consistent with Fitchs published
definition of default are the most appropriate ratings to assign.
International Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of
less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to
three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
F1
Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added
+ to denote any exceptionally strong credit feature.
F2
Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as
great as in the case of the higher ratings.
A-9
F3
Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes
could result in a reduction to non investment grade.
B
Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in
financial and economic conditions.
C
High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a
sustained, favorable business and economic environment.
RD
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other
obligations.
D
Indicates an entity or sovereign that has defaulted on all of its financial obligations.
Notes to International Long-Term and Short-Term ratings:
The modifiers + or may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC or to Short-term ratings other than Fl. (The +/ modifiers are only used to denote issues within the CCC
category, whereas issuers are only rated CCC without the use of modifiers.)
Rating Watch: Ratings are placed on Rating
Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential
downgrade, or Evolving, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
Rating Outlook: An Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be
positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are stable could be upgraded or downgraded before an outlook moves to positive or
negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
Program ratings (such as the those assigned to MTN shelf registrations) relate only to standard issues made under the program
concerned: it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an
index, ratings of these issues may deviate from the applicable program rating.
Variable rate demand obligations and other
securities which contain a short-term put or other similar demand feature will have a dual rating, such as AAA/F1+. The first rating reflects the ability to meet long-term principal and interest payments, whereas the second rating
reflects the ability to honor the demand feature in full and on time.
A-10
Interest Only
Interest Only ratings are assigned to interest strips. These ratings do not address the possibility that a security holder
might fail to recover some or all of its initial investment due to voluntary or involuntary principal repayments.
Principal Only
Principal Only ratings address the likelihood that a security holder will receive their initial principal investment either
before or by the scheduled maturity date.
Rate of Return
Ratings also may be assigned to gauge the likelihood of an investor receiving a certain predetermined internal rate of return
without regard to the precise timing of any cash flows.
PIF
Paid-in-Full: denotes a security that is paid-in-full, matured, called, or refinanced.
NR indicates that Fitch Ratings does not rate the issuer or issue in question.
Withdrawn: A rating is withdrawn when Fitch Ratings deems the amount of information available to be inadequate for
rating purposes, or when an obligation matures, is called, or refinanced, or for any other reason Fitch Ratings deems sufficient.
A-11
APPENDIX B
ALPS SERIES TRUST
PROXY VOTING POLICIES AND PROCEDURES
The Trust has adopted a Proxy Voting Policy used to determine how the Funds vote proxies relating to their portfolio securities. Under the
Trusts Proxy Voting Policy, each Fund has, subject to the oversight of the Trusts Board, delegated to the Adviser the following duties: (1) to make the proxy voting decisions for the Funds, subject to the exceptions described below;
and (2) to assist the Funds in disclosing their respective proxy voting record as required by Rule 30b1-4 under the 1940 Act.
In cases where a matter with respect to which a Fund was entitled to vote presents a conflict between the interest of a Funds
shareholders, on the one hand, and those of the Funds investment adviser, principal underwriter or an affiliated person of the Fund, its investment adviser, or principal underwriter, on the other hand, the Fund shall always vote in the best
interest of the Funds shareholders. For purposes of this Policy, a vote shall be considered in the best interest of the Funds shareholders when a vote is cast consistent with a specific voting policy as set forth in the Advisers
Proxy Voting Policy (described below), provided such specific voting policy was approved by the Board.
The Fund CCO shall ensure that the
Adviser has adopted a Proxy Voting Policy, which it uses to vote proxies for its clients, including the Funds.
General
The Trust and the Funds believe that the voting of proxies is an important part of portfolio management as it represents an opportunity for
shareholders to make their voices heard and to influence the direction of a company. The Trust and the Funds are committed to voting corporate proxies in the manner that best serves the interests of the Funds shareholders.
A.
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Delegation to the Adviser
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The Trust believes that the Adviser is in the best position to make individual voting decisions for the Funds consistent with this Policy.
Therefore, subject to the oversight of the Board, the Adviser is hereby delegated the following duties:
(1) to make the
proxy voting decisions for the Funds, in accordance with the Advisers Proxy Voting Policy, except as provided herein; and
(2) to assist the Funds in disclosing their respective proxy voting record as required by Rule 30b1-4 under the 1940 Act,
including providing the following information for each matter with respect to which the Funds are entitled to vote: (a) information identifying the matter voted on; (b) whether the matter was proposed by the issuer or by a security holder;
(c) whether and how a Fund cast its vote; and (d) whether a Fund cast its vote for or against management.
B-1
The Board, including a majority of the independent trustees of the Board, must approve the
Advisers Proxy Voting and Disclosure Policy (the Adviser Voting Policy) as it relates to the Funds. The Board must also approve any material changes to the Adviser Voting Policy no later than six (6) months after adoption by
the Adviser.
Conflicts
In cases
where a matter with respect to which a Fund was entitled to vote presents a conflict between the interest of the Funds shareholders, on the one hand, and those of the Funds investment adviser, principal underwriter, or an affiliated
person of the Fund, its investment adviser, or principal underwriter, on the other hand, the Fund shall always vote in the best interest of the Funds shareholders. For purposes of this Policy, a vote shall be considered in the best interest of
the Funds shareholders when a vote is cast consistent with the specific voting policy as set forth in the Adviser Voting Policy, provided such specific voting policy was approved by the Board.
B-2
BRINKER CAPITAL, INC.
PROXY VOTING POLICIES AND PROCEDURES
In the registered mutual funds advised by Brinker (Brinker Funds): Crystal Strategy Absolute Income Fund, Crystal Strategy Absolute Return
Fund and Crystal Strategy Leveraged Alternative Fund, Brinker will vote all proxy ballots. For the Brinker Funds, proxies for mutual fund shares and individual securities held in client accounts actively managed by Brinker, as applicable, are
generally voted in accordance with recommendations provided by an independent proxy advisory service (a Proxy Voter). However, in the event the client accounts for which Brinker is responsible for voting proxies own one percent
(1%) or more of the outstanding shares of the issuer as of the record date (in the aggregate), Brinker retains the right to vote the proxies for such securities without seeking a recommendation from the Proxy Voter provided that all such
decisions will be made in accordance with the procedures set forth below.
Background
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are
properly and timely exercised.
Investment advisers registered with the SEC, and which exercise voting authority with respect to client
securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must
include how an adviser addresses material conflicts that may arise between an advisers interests and those of its clients; (b) disclose to clients how they may obtain information from the adviser with respect to
the voting of proxies for their securities; (c) describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the
advisers proxy voting activities when the adviser does have proxy voting authority.
Responsibility
The Vice President of Business Administration has the responsibility for monitoring our proxy policy and ensuring that the mutual funds
are set up in the custodial systems to receive proxies. The Chief Compliance Officer or its designee is responsible for implementing the policy and changing the firms policy with appropriate regulatory requirements being met and
records maintained.
Investment Committee
The Administration of these Proxy Voting Policies and Procedures is governed by an Investment Committee (the Investment Committee)
currently comprised of the following six (6) members: Chief Executive Officer, Chairman, Vice Chairman, Chief Investment Officer, National Sales Director, and the Managing Director, Institutional Investments and Private Client Group.
The Chief Investment Officer serves as Chair of the Investment Committee. The Executive Committee may change the structure or composition of
the Investment Committee from time to time. The Investment Committee shall meet quarterly, and may meet other times as deemed necessary by the Chair or any member of the Investment Committee. At each meeting minutes will be taken. At each regular
quarterly meeting, the Investment Committee will review the
B-3
existing Proxy Voting Guidelines and recommend any changes to those guidelines. In addition, the Investment Committee will review any Exceptions (as described below) that have
occurred since the previous meeting of the Investment Committee and review all other matters properly brought before them. On all matters, the Investment Committee will make its decisions by a vote of a majority of its members. Any matter for which
there is no majority agreement among members of the Investment Committee shall be referred to the Chief Compliance Officer.
Procedures
Brinker has adopted various procedures to implement Brinker Funds Proxy Voting policy and reviews to monitor and ensure that
Brinkers policy is observed, implemented properly and amended or updated, as appropriate.
Proxy Voting Guidelines
The guiding principle by which Brinker votes on all matters submitted to security holders is the maximization of the ultimate economic value
of Brinkers clients holdings. Furthermore, Brinker is mindful that for ERISA and other covered person benefit plans, the focus on the realization of economic value is solely for the benefit of plan participants and their beneficiaries.
Brinker does not generally permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, the guiding principle set forth above. It is Brinkers policy to avoid situations where there is any conflict of interest or
perceived conflict of interest affecting Brinkers voting decisions. Any conflicts of interest, regardless of whether actual or perceived, will be addressed in accordance with these policies and procedures. It is the general policy of Brinker
to vote on all matters presented to security holders in any proxy, and these policies and procedures have been designed with that in mind. However, Brinker reserves the right to abstain on any particular vote or otherwise withhold its vote on any
matter if in the judgment of Brinker, the costs associated with voting such proxy outweigh the benefits to clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of Brinkers clients,
in the judgment of Brinker. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration Brinkers contractual
obligations to its clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent Brinker believes appropriate). Brinker may vote proxies related to the same security
differently for each client.
Absent any legal or regulatory requirement to the contrary, it is generally Brinkers policy to
maintain the confidentiality of the particular votes that it casts on behalf of its clients. Any client may obtain details of how Brinker voted the securities in its account by contacting a service representative at Brinker. Brinker does not,
however, generally disclose the results of voting decisions to third parties.
Conflicts of Interest in Connection with Proxy Voting
The Investment Committee has the responsibility to monitor proxy voting decisions for any conflicts of interests, regardless of whether they
are actual or perceived. In addition, all Supervised Persons are expected to perform their tasks relating to the voting of proxies in accordance with the principles set forth above, according the first priority to the economic
B-4
interests of Brinkers clients.
If at any time any Supervised Person becomes aware of any potential, actual or perceived conflict of interest regarding the voting policies and procedures
described herein or any particular vote on behalf of any client, he or she should contact the Chair of the Investment Committee or the Chief Compliance Officer immediately and prior to the vote being cast, if possible
. The above-referenced
procedure is especially important if Brinker has retained the right to vote a particular proxy pursuant to these policies and procedures. If any Supervised Person is pressured or lobbied either from within or outside of Brinker with respect to any
particular voting decision, he or she should contact any member of the Investment Committee or the Chief Compliance Officer. The full Investment Committee will use its best judgment to address any such conflict of interest and ensure that it is
resolved in the best interest of the clients.
The Investment Committee may cause any of the following actions to be taken in that regard:
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Vote the relevant proxy in accordance with the vote indicated by the Guidelines;
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Vote the relevant proxy as an Exception (as defined below), provided that the reasons behind the voting decision are in the best interest of the
client, are reasonably documented and are approved by the Chief Compliance Officer; or
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Direct the third party Proxy Voter to vote in accordance with its independent assessment of the matter.
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Brinker has retained the Proxy Voter to vote proxies for the Brinker advised mutual funds. The Proxy Voter provides voting services to
institutions such as Brinker. The Proxy Voter receives a daily electronic feed of all holdings in Brinker voting accounts. The Proxy Voter monitors the accounts and their holdings to be sure that all proxies are received and voted for Brinker client
shares owned. As a result of Brinkers decision to use the Proxy Voter, there is generally no physical handling of proxies by Brinker personnel.
The above-referenced Proxy Voting Guidelines (the Guidelines) state the general view and expected vote of the Proxy Voter under
the majority of circumstances with respect to the issues listed in the Guidelines. Absent prior instructions to the contrary from Brinker, the Proxy Voter will automatically vote in accordance with the Guidelines. However, the Guidelines are just
thatguidelines; they are not strict rules that must be obeyed in all cases, and proxies may be voted contrary to the vote indicated by the Guidelines if such a vote is in the clients best interests as described below with respect to
Exceptions. Brinker generally votes all securities based upon the guiding principle of seeking the maximization of economic value to Brinkers clients, and ultimately all votes are cast on a case-by-case basis, taking into
consideration the contractual obligations under the investment advisory agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote.
The Proxy Voter posts information regarding that vote on its secure web site. This information includes the upcoming voting deadline, the vote
indicated by the Guidelines, if any, whether such vote is with or against management and any analysis that the Proxy Voter has prepared on the vote.
B-5
Exceptions
Portfolio Manager
If a Portfolio
Manager becomes aware that he or she desires to vote on a specific matter in a manner that is or may be considered to be contrary to the vote that would be indicated based upon the Guidelines (an Exception), regardless of whether such
indicated vote is with or against management, then such individual should first make a general determination as to whether any potential, actual or perceived conflict of interest exists. In the event of a potential, actual or perceived conflict, the
Chair of the Investment Committee will convene a meeting of the entire Investment Committee regarding the potential conflict. If a conflict exists, the Investment Committee should follow the procedures referenced above. If any potential conflict is
either determined not to exist, or is resolved, the relevant Portfolio Manager, will determine the appropriate vote. The Portfolio Manager may make his/her decision based upon any of the information and/or research available to them, including any
recommendation made by the Proxy Voter, in their discretion. The Portfolio Manager will retain all documents prepared by him/her (or at their direction) that were material to making a decision on how to vote or that memorializes the basis for the
decision.
Investment Committee
If
the Investment Committee becomes aware that they desire to vote on a specific matter as an Exception (
e.g.,
in the event of a conflict of interest), regardless of whether such indicated vote is with or against management, then the Investment
Committee should convene a meeting of the full Committee. The full Committee will review the issue and arrive at a decision based on the best interests of the clients. They may make their decision based upon any of the information and/or research
available to them, including any recommendation made by the Proxy Voter, in their discretion. If for any reason, no voting decision is made with respect to any particular vote, or if the Chair has not otherwise received any direction in accordance
with these policies and procedures as to how to instruct the Proxy Voter to vote shares prior to the relevant voting deadline for any Exception, the Chair will instruct the Proxy Voter to vote all of the shares in accordance with the Proxy
Voters independent assessment of the matter. The Chair of the Investment Committee will retain all documents prepared by him/her and the Portfolio Manager (or at their direction) that were material to making a decision on how to vote or that
memorializes the basis for the decision.
B-6
PART C. OTHER INFORMATION
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Item 28.
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Exhibits
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(a)
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(1)
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Declaration of Trust of Registrant.(2)
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(2)
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Certificate of Trust of Registrant, as filed with the State of Delaware on January 12, 2012.(2)
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(3)
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Certificate of Amendment of Certificate of Trust of Registrant, as filed with the State of Delaware on May 18, 2012.(2)
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(b)
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(1)
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Bylaws of Registrant.(1)
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(c)
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Provisions of instruments defining rights of security holders are contained in Articles 4 and 7 of the Declaration of Trust (incorporated herein by reference to Exhibit (a)(1) of this filing).
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(d)
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(1)
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Investment Advisory Agreement dated December 5, 2012 between Registrant and Cognios Capital, LLC with respect to the Cognios Market Neutral Large Cap Fund.(3)
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(2)
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Investment Advisory Agreement dated July 2, 2013 between Registrant and Evergreen Capital Management, LLC with respect to the GKE Asian Opportunities Fund.(4)
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(3)
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Investment Sub-Advisory Agreement dated July 2, 2013 among Registrant and Evergreen Capital Management, LLC and GaveKal Capital Limited with respect to the GKE Asian Opportunities Fund.(4)
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(4)
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Investment Advisory Agreement dated
, 2013 between Registrant and Meritage Capital, LLC with respect to the Insignia Global Macro Fund (to be filed by
subsequent amendment).
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(5)
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Investment Sub-Advisory Agreement dated
, 2013 among Registrant, Meritage Capital, LLC and Sage Advisory Services, Ltd. Co. with respect to the Insignia
Global Macro Fund (to be filed by subsequent amendment).
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(6)
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Investment Advisory Agreement dated
, 2013 between Registrant and Brinker Capital, Inc. with respect to the Crystal Strategy Absolute Income Fund, the
Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
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(e)
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(1)
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Distribution Agreement dated December 5, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Cognios Market Neutral Large Cap Fund.(3)
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(2)
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Distribution Agreement dated July 30, 2013 between Registrant and ALPS Distributors, Inc. with respect to the GKE Asian Opportunities Fund.(4)
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(3)
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Distribution Agreement dated
, 2013 between Registrant and ALPS Distributors, Inc. with respect to the Insignia Global Macro Fund (to be filed by
subsequent amendment).
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(4)
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Distribution Agreement dated
, 2013 between Registrant and ALPS Distributors, Inc. with respect to the Crystal Strategy Absolute Income Fund, the Crystal
Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
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(5)
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Form of Broker Dealer Selling Agreement between ALPS Distributors, Inc. and Broker/Dealer.(5)
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(6)
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Form of Shareholder Servicing Agreement between ALPS Distributors, Inc. and servicing firm.(5)
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(7)
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Form of Fund/SERV Agreement between ALPS Distributors, Inc. and servicing firm.(5)
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(8)
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Form of NETWORKING Agreement between ALPS Distributors, Inc. and servicing firm.(5)
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(f)
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None.
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(g)
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(1)
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Global Custody Agreement For Foreign and Domestic Securities dated November 29, 2012 between Registrant and Union Bank, N.A. with respect to the Cognios Market Neutral Large Cap Fund.(3)
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(2)
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Amendment dated July 2, 2013 to Global Custody Agreement For Foreign and Domestic Securities dated November 29, 2012 between Registrant and Union Bank, N.A. with respect to the GKE Asian Opportunities Fund.(4)
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(3)
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Amendment dated
, 2013 to Global Custody Agreement For Foreign and Domestic Securities dated November 29, 2012, as amended, between Registrant and
Union Bank, N.A. with respect to the Insignia Global Macro Fund (to be filed by subsequent amendment).
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(4)
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Amendment dated
, 2013 to Global Custody Agreement For Foreign and Domestic Securities dated November 29, 2012, as amended, between Registrant and
Union Bank, N.A. with respect to the Crystal Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
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(h)
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(1)
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Transfer Agency and Service Agreement dated December 20, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Cognios Market Neutral Large Cap Fund.(3)
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(2)
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Transfer Agency and Service Agreement dated July 30, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the GKE Asian Opportunities Fund.(4)
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(3)
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Transfer Agency and Service Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Insignia Global Macro Fund (to be
filed by subsequent amendment).
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(4)
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Transfer Agency and Service Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Crystal Strategy Absolute Income
Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(5)
|
|
Administration, Bookkeeping and Pricing Services Agreement dated December 20, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(6)
|
|
Administration, Bookkeeping and Pricing Services Agreement dated July 30, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the GKE Asian Opportunities Fund.(4)
|
|
|
|
|
|
|
|
|
(7)
|
|
Amendment dated August 6, 2013 to Administration, Bookkeeping and Pricing Services Agreement dated July 30, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the GKE Asian Opportunities Fund.(5)
|
|
|
|
|
|
|
|
|
(8)
|
|
Administration, Bookkeeping and Pricing Services Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Insignia
Global Macro Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(9)
|
|
Administration, Bookkeeping and Pricing Services Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Crystal
Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(9)
|
|
Principal Financial Officer Services Agreement dated December 20, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(10)
|
|
Principal Financial Officer Services Agreement dated July 30, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the GKE Asian Opportunities Fund.(4)
|
3
|
|
|
|
|
|
|
|
|
|
|
(11)
|
|
Chief Compliance Officer Services Agreement dated December 20, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(12)
|
|
Chief Compliance Officer Services Agreement dated July 30, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the GKE Asian Opportunities Fund.(4)
|
|
|
|
|
|
|
|
|
(13)
|
|
Chief Compliance Officer Services Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Insignia Global Macro
Fund Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(14)
|
|
Chief Compliance Officer Services Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Crystal Strategy
Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(15)
|
|
Fee Waiver Letter Agreement dated October 30, 2012 between Registrant and Cognios Capital, LLC with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(16)
|
|
Fee Waiver Letter Agreement dated May 16, 2013 between Registrant and Evergreen Capital Management, LLC with respect to the GKE Asian Opportunities Fund.(4)
|
|
|
|
|
|
|
|
|
(17)
|
|
Fee Waiver Letter Agreement dated
, 2013 between Registrant and Meritage Capital, LLC with respect to the Insignia Global Macro Fund (to be filed by
subsequent amendment).
|
|
|
|
|
|
|
|
|
(18)
|
|
Fee Waiver Letter Agreement dated
, 2013 between Registrant and Brinker Capital, Inc. with respect to the Crystal Strategy Absolute Income Fund, the
Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(19)
|
|
PBI Agreement dated December 20, 2012 among BNP Paribas Prime Brokerage International, Ltd., BNP Paribas, acting through its New York Branch, and Registrant on behalf of the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(20)
|
|
U.S. Prime Brokerage Agreement dated December 20, 2012 between BNP Paribas Prime Brokerage, Inc. and Registrant on behalf of the Cognios Market Neutral Large Cap Fund.(3)
|
4
|
|
|
|
|
|
|
|
|
|
|
(21)
|
|
Special Custody and Pledge Agreement (Margin Account) dated December 20, 2012 among BNP Paribas, acting through its New York Branch, Cognios Capital, LLC, Union Bank, N.A. and Registrant on behalf of the Cognios Market Neutral
Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(22)
|
|
Amendment dated March 28, 2013 to Special Custody and Pledge Agreement (Margin Account) dated December 20, 2012 among BNP Paribas, acting through its New York Branch, Cognios Capital, LLC, Union Bank, N.A. and Registrant on
behalf of the Cognios Market Neutral Large Cap Fund.(4)
|
|
|
|
|
|
|
|
|
(23)
|
|
Special Custody and Pledge Agreement (Margin Account) dated December 20, 2012 among BNP Paribas Prime Brokerage, Inc., Cognios Capital, LLC, Union Bank, N.A. and Registrant on behalf of the Cognios Market Neutral Large Cap
Fund.(3)
|
|
|
|
|
|
|
|
|
(24)
|
|
Amendment dated March 28, 2013 to Special Custody and Pledge Agreement (Margin Account) dated December 20, 2012 among BNP Paribas Prime Brokerage, Inc., acting through its New York Branch, Cognios Capital, LLC, Union Bank,
N.A. and Registrant on behalf of the Cognios Market Neutral Large Cap Fund.(4)
|
|
|
|
|
|
|
(i)
|
|
(1)
|
|
Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(2)
|
|
Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to the GKE Asian Opportunities Fund.(4)
|
|
|
|
|
|
|
|
|
(3)
|
|
Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to the Insignia Global Macro Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(4)
|
|
Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to the Crystal Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed
by subsequent amendment).
|
|
|
|
|
|
|
(j)
|
|
(1)
|
|
Consent of Rothstein Kass, Independent Registered Public Accounting Firm to Registrant, with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
(k)
|
|
|
|
None.
|
|
|
|
|
|
|
(l)
|
|
(1)
|
|
Subscription Agreement dated December 7, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Cognios Market Neutral Large Cap Fund.(3)
|
|
|
|
|
|
|
|
|
(2)
|
|
Share Purchase Agreement dated August 2, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the GKE Asian Opportunities Fund.(4)
|
5
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Share Purchase Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Insignia Global Macro Fund (to be filed by
subsequent amendment).
|
|
|
|
|
|
|
|
|
(4)
|
|
Share Purchase Agreement dated
, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Crystal Strategy Absolute Income Fund, the
Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
(m)
|
|
(1)
|
|
Distribution and Services (12b-1) Plan (Investor Class) Cognios Market Neutral Large Cap Fund.(2)
|
|
|
|
|
|
|
|
|
(2)
|
|
Distribution and Services (12b-1) Plan (Class A) Insignia Global Macro Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(3)
|
|
Distribution and Services (12b-1) Plan (Class A) Crystal Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent
amendment).
|
|
|
|
|
|
|
|
|
(4)
|
|
Distribution and Services (12b-1) Plan (Class R) Crystal Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent
amendment).
|
|
|
|
|
|
|
(n)
|
|
(1)
|
|
Rule 18f-3 Plan Cognios Market Neutral Large Cap Fund.(2)
|
|
|
|
|
|
|
|
|
(2)
|
|
Rule 18f-3 Plan Insignia Global Macro Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(3)
|
|
Rule 18f-3 Plan Crystal Strategy Absolute Income Fund, the Crystal Strategy Absolute Return Fund and the Crystal Strategy Leveraged Alternative Fund (to be filed by subsequent amendment).
|
|
|
|
|
|
|
(p)
|
|
(1)
|
|
Code of Ethics for Registrant, as of October 30, 2012.(2)
|
|
|
|
|
|
|
|
|
(2)
|
|
Code of Ethics for ALPS Holdings, Inc. and its subsidiaries and affiliates, including ALPS Distributors, Inc. and ALPS Fund Services, dated May 1, 2010, as amended July 1, 2010, November 30, 2012, September 13, 2011
and June 25, 2012.(2)
|
|
|
|
|
|
|
|
|
(3)
|
|
Code of Ethics for Cognios Capital, LLC, dated October 10, 2012.(2)
|
|
|
|
|
|
|
|
|
(4)
|
|
Code of Ethics for Evergreen Capital Management, LLC, adopted April 15, 2013.(4)
|
|
|
|
|
|
|
|
|
(5)
|
|
Code of Ethics for GaveKal Capital Limited, effective June 2011 and amended April, 2013.(4)
|
6
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
Code of Ethics for Meritage Capital, LLC, effective
(to be filed by subsequent amendment).
|
|
|
|
|
|
|
|
|
(7)
|
|
Code of Ethics for Sage Advisory Services, Ltd. Co., effective
(to be filed by subsequent
amendment).
|
|
|
|
|
|
|
|
|
(6)
|
|
Code of Ethics for Brinker Capital, Inc., effective
(to be filed by subsequent amendment).
|
|
|
|
|
|
|
(q)
|
|
(1)
|
|
Power of Attorney, dated October 30, 2012.(2)
|
|
|
(1)
|
|
Incorporated by reference to Registrants Registration Statement filed on September 17, 2012.
|
(2)
|
|
Incorporated by reference to Registrants Pre-Effective Amendment No. 1 filed on November 19, 2012.
|
|
|
(3)
|
|
Incorporated by reference to Registrants Pre-Effective Amendment No. 2 filed on December 19, 2012.
|
|
|
(4)
|
|
Incorporated by reference to Registrants Post-Effective Amendment No. 4 filed on July 31, 2013.
|
|
|
(5)
|
|
Incorporated by reference to Registrants Post-Effective Amendment No. 6 filed on September 24, 2013.
|
Item 29.
|
Persons Controlled by or Under Common Control with the Registrant
.
|
None.
Item 30.
|
Indemnification
.
|
As permitted by Section 17(h) and (i) of
the Investment Company Act of 1940, as amended (the 1940 Act), and pursuant to Article 8 of the Registrants Declaration of Trust (Exhibit (a)(1) to the Registration Statement) and Section 7 of each of the Distribution
Agreements (Exhibits (e)(1), (6) and (11)) to the Registration Statement), officers, trustees, employees and agents of the Registrant will not be liable to the Registrant, any shareholder, officer, trustee, employee, agent or other person
for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same
exceptions.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the
Securities Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant understands that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
7
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant has purchased an insurance policy insuring its officers and trustees against liabilities, and certain
costs of defending claims against such officers and trustees, to the extent such officers and trustees are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of
their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers under certain circumstances.
The Registrant hereby undertakes that it will apply the indemnification provisions of its Declaration of Trust and
Distribution Agreements in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretations of Section 17(h) and 17(i) of such Act remain in effect and are consistently
applied.
Item 31.
|
Business and Other Connections of Investment Advisers and Investment Sub-Advisers
.
|
COGNIOS CAPITAL, LLC
|
|
|
|
|
|
|
Name*
|
|
Position with Cognios
Capital, LLC
|
|
Other Business Connections
|
|
Type of
Business
|
John Brandmeyer
|
|
Chief Executive Officer
|
|
|
|
Investments
|
Jonathan C. Angrist
|
|
President, Chief Investment Officer
|
|
Portfolio Manager, Helzberg
Angrist Capital, LLC
Portfolio Manager, Buffalo Funds
Principal, Harvest Partners, Inc.
|
|
Investments
Investments
Investments
|
8
|
|
|
|
|
|
|
Steven K. Braun
|
|
Principal, Chief
Financial Officer
|
|
EVP/CFO, Enturia, Inc.
Global VP, Black & Veatch
Various financial management positions,
Aventis
Pharmaceuticals
KPMG
|
|
Healthcare
manufacturer
Engineering
Pharmacy
Auditing
|
Brian J. Machtley
|
|
Executive Vice President, Head of Research and Portfolio Management
|
|
Senior Analyst, Helzberg Angrist
Capital, LLC
Associate Portfolio Manager,
Discovery Group
Analyst, Houlihan Lokey Howard
& Zukin
|
|
Investments
Investments
Investments
|
Arshad Azim
|
|
Principal, Head of Corporate Strategy and Development
|
|
Investment Manager/Consultant,
EnnisKnupp & Associates
Investment Manager/Consultant,
Veritas Equity Management
|
|
Investments
Investments
|
John J. Wheeler
|
|
Director of Trading
|
|
Director/Senior Equity Trader, American
Century Investments
OTC Market Maker, Robert W. Baird
& Company
OTC Market Maker, Blunt Ellis & Loewi
|
|
Investments
Investments
Investments
|
Pamela S. White
|
|
Chief Compliance Officer
|
|
Senior Finance Manager, Black &
Veatch
Audit Manager, Schultz & Taylor
|
|
Investments
Auditing
|
James E. Stowers III
|
|
Advisory Board Member
|
|
Chairman/Founder, Oxford Creek Capital
Manager
Chairman of the Board, President/CEO, American Century
|
|
Investments
Investments
|
9
|
|
|
|
|
|
|
A. Joseph Brandmeyer
|
|
Advisory Board Member
|
|
Founder/Chairman, Enturia, Inc.
President, Marion Laboratories, Inc.
|
|
Healthcare
manufacturer
Healthcare manufacturer
|
Ryan Sprott
|
|
Advisory Board Member
|
|
Co-Founder, Great Range Capital
Managing Director/Partner/Investment Committee Member, DLJ Merchant
Banking Partners
|
|
Investments
Investments
|
*The principal business address for each of the Cognios Capital, LLC representatives is 11250 Tomahawk Creek
Parkway, Leawood, Kansas 66211.
EVERGREEN CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
Name*
|
|
Position with Evergreen Capital
Management, LLC
|
|
Other Business
Connections
|
|
Type of
Business
|
David M. Hay
|
|
Chief Investment Officer and Chief Risk Officer
|
|
|
|
|
Tyler B. Hay
|
|
Chief Compliance Officer
|
|
|
|
|
Olesya Sinitsa, CFA
|
|
Director of Research
|
|
|
|
|
*The principal business address for each of the Evergreen Capital Management, LLC representatives is 10500 NE 8
th
, Suite 950, Bellevue, Washington 98004.
GAVEKAL CAPITAL LIMITED
|
|
|
|
|
|
|
Name*
|
|
Position with
GaveKal
Capital Limited
|
|
Other Business
Connections
|
|
Type of
Business
|
Louis-Vincent Gave
|
|
Portfolio Manager and Chief Investment Officer
|
|
|
|
|
Alfred Ho
|
|
Portfolio Manager
|
|
|
|
|
Marco Lai
|
|
Chief Compliance Officer
|
|
|
|
|
*The principal business address for each of the GaveKal Capital Limited representatives is Suite 3101,
Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.
10
MERITAGE CAPITAL, LLC
|
|
|
|
|
|
|
Name*
|
|
Position with
Meritge Capital, LLC
|
|
Other Business
Connections
|
|
Type of
Business
|
Joe Wade
|
|
Portfolio Manager and Chief Investment Officer
|
|
|
|
|
Jason Rottinger
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
*The principal business address for each of the Meritage Capital, LLC representatives is 114 West 7
th
Street, Suite 1300, Austin, Texas 78701.
SAGE ADVISORY SERVICES, LTD. CO.
|
|
|
|
|
|
|
Name*
|
|
Position with
Sage
Advisory Services, Ltd. Co.
|
|
Other Business
Connections
|
|
Type of
Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*The principal business address for each of the Sage Advisory Services, Ltd. Co. representatives is 5900 Southwest Parkway, Building 1, Suite
100, Austin, Texas 78735.
BRINKER CAPITAL, INC.
|
|
|
|
|
|
|
Name*
|
|
Position with Brinker Capital, Inc.
|
|
Other
Business
Connections
|
|
Type of Business
|
Irwin C. Widger
|
|
Executive Chairman
|
|
|
|
|
John E. Coyne
|
|
Executive Vice Chairman
|
|
|
|
|
Noreen D. Beaman
|
|
Chief Executive Officer
|
|
|
|
|
Philip F. Green
|
|
Chief Financial Officer
|
|
|
|
|
Brian M. Ferko
|
|
Chief Compliance Officer
|
|
|
|
|
*The principal business address for each of the Brinker Capital, Inc. representatives is 1055 Westlakes Drive,
Suite 250, Berwyn, Pennsylvania, 19312.
Item 32.
|
Principal Underwriter
.
|
(a) ALPS Distributors, Inc. acts as the
distributor for the Registrant and the following investment companies: ALPS Series Trust, Arbitrage Funds, AQR Funds, Babson Capital Funds
11
Trust, BBH Trust, BLDRS Index Funds Trust, BPV Family of Funds, Brown Management Funds, Caldwell & Orkin Funds, Inc., Campbell Multi-Strategy Trust, Century Capital Management Trust,
Columbia ETF Trust, CornerCap Group of Funds, The Cortina Funds, Inc., CRM Mutual Fund Trust, Cullen Funds, Drexel Hamilton Investment Partners LLC, EGA Global Shares Trust, Financial Investors Trust, Firsthand Funds, Heartland Group, Inc., Henssler
Funds, Inc., Holland Balanced Fund, IndexIQ Trust, Index IQ ETF Trust, James Advantage Funds, Laudus Trust, Laudus Institutional Trust, Mairs & Power Funds Trust, Oak Associates Funds, Pax World Series Trust I, Pax World Funds Trust II,
PowerShares QQQ 100 Trust Series 1, RiverNorth Funds, Russell Exchange Traded Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Select Sector SPDR Trust, Stadion Investment
Trust, Stone Harbor Investment Funds, Tilson Investment Trust, Transparent Value Trust, db-X Exchange-Traded Funds Inc., Trust for Professional Managers, Wakefield Alternative Series Trust, Wasatch Funds, WesMark Funds, Westcore Trust, Whitebox
Mutual Funds, Williams Capital Liquid Assets Fund, Wilmington Funds and WisdomTree Trust.
(b) To the best of
Registrants knowledge, the directors and executive officers of ALPS Distributors, Inc. are as follows:
|
|
|
|
|
Name*
|
|
Positions with Underwriter
|
|
Positions
with Fund
|
|
|
|
Edmund J. Burke
|
|
Director
|
|
None
|
|
|
|
Thomas A. Carter
|
|
President, Director
|
|
None
|
|
|
|
Jeremy O. May
|
|
Executive Vice President, Director
|
|
President, Trustee and Chairman of the Board
|
|
|
|
Bradley J. Swenson
|
|
Senior Vice President, Chief Compliance Officer
|
|
None
|
|
|
|
Kevin J. Ireland
|
|
Senior Vice President, Director of Institutional Sales
|
|
None
|
|
|
|
Mark R. Kiniry
|
|
Senior Vice President, National Sales Director Investments
|
|
None
|
|
|
|
Robert J. Szydlowski
|
|
Senior Vice President, Chief Technology Officer
|
|
None
|
|
|
|
Tané T. Tyler
|
|
Senior Vice President, General Counsel, Assistant Secretary
|
|
None
|
|
|
|
Kenneth V. Hager
|
|
Vice President, Treasurer and Assistant Secretary
|
|
None
|
|
|
|
Eric Parsons
|
|
Vice President, Controller and Assistant Treasurer
|
|
None
|
|
|
|
Steven Price
|
|
Vice President, Deputy Chief Compliance Officer
|
|
None
|
|
|
|
James Stegall
|
|
Vice President, Institutional Sales Manager
|
|
None
|
|
|
|
Gary Ross
|
|
Vice President, Director of Sales
|
|
None
|
|
|
|
Jeff Brainard
|
|
Vice President, Divisional Sales Manager Internal Sales
|
|
None
|
12
|
|
|
|
|
JoEllen Legg
|
|
Vice President, Assistant General Counsel
|
|
Secretary
|
|
|
|
Paul F. Leone
|
|
Vice President, Assistant General Counsel
|
|
None
|
|
|
|
Erin D. Nelson
|
|
Vice President, Assistant General Counsel
|
|
None
|
|
|
|
David T. Buhler
|
|
Vice President, Senior Associate Counsel
|
|
None
|
|
|
|
Rhonda A. Mills
|
|
Vice President, Associate Counsel
|
|
None
|
|
|
|
Jennifer T. Welsh
|
|
Vice President, Associate Counsel
|
|
None
|
|
|
|
Randall D. Young
|
|
Secretary
|
|
None
|
|
|
|
Gregg Wm. Givens
|
|
Assistant Treasurer
|
|
None
|
* The principal business address for each of the above directors and executive officers is 1290 Broadway,
Suite 1100, Denver, Colorado 80203.
(c) Not applicable.
Item 33.
|
Location of Accounts and Records
.
|
All accounts, books and other
documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder are maintained at the following offices: (1) ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver,
Colorado 80203; (2) ALPS Fund Services, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203; (3) Cognios Capital, LLC, 11250 Tomahawk Creek Parkway, Leawood, Kansas 66211; (4) Evergreen Capital Management, LLC, 10500 NE 8
th
, Suite 950, Bellevue, Washington; (5) GaveKal Capital Limited, Suite 3101, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong; (6) Meritage Capital, LLC, 114 West 7
th
Street, Suite 1300, Austin, Texas, 78701; (7) Sage Advisory Services, Ltd. Co., 5900 Southwest Parkway, Building 1, Suite 100, Austin, Texas 78735.and (8) Brinker Capital, Inc., 1055
Westlakes Drive, Suite 250, Berwyn, Pennsylvania, 19312.
Item 34.
|
Management Services
.
|
Not applicable.
Not applicable.
13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Denver and State of Colorado on the 30
th
day of September, 2013.
|
ALPS SERIES TRUST
|
(Registrant)
|
|
By: /s/ Jeremy O. May
|
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/ Jeremy O. May
|
|
President, Trustee and Chairman
|
|
September 30, 2013
|
Jeremy O. May
|
|
|
|
|
|
|
|
/s/ Cheryl Burgermeister
|
|
Trustee
|
|
September 30, 2013
|
Cheryl Burgermeister*
|
|
|
|
|
|
|
|
/s/ J. Wayne Hutchens
|
|
Trustee
|
|
September 30, 2013
|
J. Wayne Hutchens*
|
|
|
|
|
|
|
|
/s/ Patrick Seese
|
|
Trustee
|
|
September 30, 2013
|
Patrick Seese*
|
|
|
|
|
* Signature affixed by JoEllen L. Legg pursuant to a Power of Attorney dated October 30, 2012.
Exhibit List
Exhibit No.
None.
Plandai Biotechnology (PK) (USOTC:PLPL)
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Plandai Biotechnology (PK) (USOTC:PLPL)
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