ck0001506768-20231231
LoCorr
Macro Strategies Fund
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Class |
A |
LFMAX |
Class |
C |
LFMCX |
Class |
I |
LFMIX |
LoCorr
Long/Short Commodities Strategy Fund
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A |
LCSAX |
Class |
C |
LCSCX |
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I |
LCSIX |
LoCorr
Dynamic Opportunity Fund
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A |
LEQAX |
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C |
LEQCX |
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I |
LEQIX |
LoCorr
Spectrum Income Fund
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Class |
A |
LSPAX |
Class |
C |
LSPCX |
Class |
I |
LSPIX |
LoCorr
Market Trend Fund
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Class |
A |
LOTAX |
Class |
C |
LOTCX |
Class |
I |
LOTIX |
each
Fund is a series of LoCorr Investment Trust
STATEMENT
OF ADDITIONAL INFORMATION
April
30, 2024
This
Statement of Additional Information ("SAI") is not a prospectus and should be
read in conjunction with the Prospectus dated April 30, 2024 for the LoCorr
Macro Strategies Fund, the LoCorr Long/Short Commodities Strategy Fund, the
LoCorr Market Trend Fund, the LoCorr Dynamic Opportunity Fund, and the LoCorr
Spectrum Income Fund (each a "Fund" and together, the "Funds"), each a series of
LoCorr Investment Trust. The Funds’ Prospectus is hereby incorporated by
reference, which means it is legally part of this SAI. You can obtain copies of
the Prospectus and Annual
Report
without charge by contacting the Funds' transfer agent or by calling toll-free
1-855-523-8637. You may also obtain a Prospectus and Annual Report by visiting
www.LoCorrFunds.com.
TABLE
OF CONTENTS
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Bitcoin
Futures |
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Ethereum
(ETH) Futures |
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THE
FUNDS
The
LoCorr Macro Strategies Fund (the “Macro Strategies Fund”), the LoCorr
Long/Short Commodities Strategy Fund (the “Commodities Strategy Fund”), the
LoCorr Dynamic Opportunity Fund (the "Dynamic Opportunity Fund"), the LoCorr
Spectrum Income Fund (the “Spectrum Income Fund”), and the LoCorr Market Trend
Fund (the “Market Trend Fund”) are each a series of LoCorr Investment Trust, an
Ohio business trust organized on November 15, 2010 (the "Trust"). The Trust is
registered as an open-end management investment company. The Trust is governed
by its Board of Trustees (the "Board" or "Trustees"). The Macro Strategies Fund,
Commodities Strategy Fund, Spectrum Income Fund, Dynamic Opportunity Fund, and
Market Trend Fund are each diversified funds. The Trust currently consists of
six funds in the series.
The
Funds may issue an unlimited number of shares of beneficial interest. All shares
of each Fund have equal rights and privileges, except as to class-specific
rights and privileges described below. Each share of a Fund is entitled to one
vote on all matters as to which shares are entitled to vote. In addition, each
share of a Fund, on a per-class basis, is entitled to participate equally with
other shares (i) in dividends and distributions declared by the Fund and (ii) on
liquidation to its proportionate share of the assets remaining after
satisfaction of outstanding liabilities. Shares of the Funds are fully paid,
non-assessable and fully transferable when issued and have no pre-emptive,
conversion or exchange rights. Fractional shares have proportionately the same
rights, including voting rights, as are provided for a full share.
Each
Fund currently offers three classes of shares, Class A, Class C and Class I
shares. The Board of Trustees may classify and reclassify the shares of the
Funds into additional classes of shares at a future date. Each share class will
represent an interest in the same assets of the respective Fund, have the same
rights and is identical in all material respects except that (i) each class of
shares may be subject to different (or no) sales loads, (ii) each class of
shares may bear different distribution fees; (iii) certain other class specific
expenses will be borne solely by the class to which such expenses are
attributable, including transfer agent fees attributable to a specific class of
shares, printing and postage expenses related to preparing and distributing
materials to current shareholders of a specific class, registration fees
incurred by a specific class of shares, the expenses of administrative personnel
and services required to support the shareholders of a specific class,
litigation or other legal expenses relating to a class of shares, Trustees' fees
or expenses incurred as a result of issues relating to a specific class of
shares and accounting fees and expenses relating to a specific class of shares
and (iv) each class will have exclusive voting rights with respect to matters
relating to its own distribution arrangements.
LoCorr
Fund Management, LLC (the "Adviser") is the Funds’ investment adviser.
The
following serve as sub-advisers (each a “Sub-Adviser” and together, the
“Sub-Advisers”) to the respective Funds:
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Fund
Name |
Sub-Adviser |
Macro
Strategies Fund |
•Graham
Capital Management, L.P.
•Millburn
Ridgefield Corporation
•Nuveen
Asset Management, LLC
•Revolution
Capital Management, LLC
•R.G.
Niederhoffer Capital Management, Inc. |
Commodities
Strategy Fund |
•Nuveen
Asset Management, LLC |
Dynamic
Opportunity Fund |
•Kettle
Hill Capital Management, LLC
•Millrace
Asset Group, Inc. |
Spectrum
Income Fund |
•Bramshill
Investments, LLC |
Market
Trend Fund |
•Graham
Capital Management, L.P.
•Nuveen
Asset Management, LLC |
Each
Fund's investment objective, restrictions and policies are more fully described
here and in its Prospectus. The Board may start other series and offer shares of
a new fund under the Trust at any time.
Under
the Trust's Agreement and Declaration of Trust, each Trustee will continue in
office until the termination of the Trust or his/her earlier death, incapacity,
resignation or removal. Shareholders can remove a Trustee to the extent provided
by the Investment Company Act of 1940, as amended (the "1940 Act") and the rules
and regulations promulgated thereunder. Vacancies may be filled by a majority of
the remaining Trustees, except insofar as the 1940 Act may require the election
by shareholders. As a result, normally no annual or regular meetings of
shareholders will be held unless matters arise requiring a vote of shareholders
under the Agreement and Declaration of Trust or the 1940 Act.
TYPES
OF INVESTMENTS
The
investment objective of each Fund and a description of its principal investment
strategies are set forth in the Prospectus. Each Fund's investment objective is
not "fundamental" and may be changed without the approval of a majority of its
outstanding voting securities; however, shareholders will be given at least 60
days’ notice of such a change.
The
following information applies to each Fund, except as noted, and describes
securities and instruments in which the Fund or its Subsidiary (as defined
herein) as applicable may invest and their related risks.
Equity
Securities
Equity
securities in which the Fund invests include common stocks, preferred stocks and
securities convertible into common stocks, such as convertible bonds, warrants,
rights and options. The value of equity securities varies in response to many
factors, including the activities and financial condition of individual
companies, the business market in which individual companies compete and general
market and economic conditions. Equity securities fluctuate in value, often
based on factors unrelated to the value of the issuer of the securities, and
such fluctuations can be significant.
Common
Stock
Common
stock represents an equity (ownership) interest in a company, and usually
possesses voting rights and earns dividends. Dividends on common stock are not
fixed but are declared at the discretion of the issuer. Common stock generally
represents the riskiest investment in a company. In addition, common stock
generally has the greatest appreciation and depreciation potential because
increases and decreases in earnings are usually reflected in a company's stock
price.
Preferred
Stock
Preferred
stocks are securities that have characteristics of both common stocks and
corporate bonds. Preferred stocks may receive dividends but payment is not
guaranteed as with a bond. These securities may be undervalued because of a lack
of analyst coverage resulting in a high dividend yield or yield to maturity.
The risks of preferred stocks include a lack of voting rights and the
Fund's Adviser may incorrectly analyze the security, resulting in a loss to the
Fund. Furthermore, preferred stock dividends are not guaranteed and
management can elect to forego the preferred dividend, resulting in a loss to
the Fund. Preferred stock may also be convertible in the common stock of
the issuer. Convertible securities may be exchanged or converted into a
predetermined number of shares of the issuer's underlying common stock at the
option of the holder during a specified period. Convertible securities are
senior to common stocks in an issuer's capital structure, but are usually
subordinated to similar non-convertible securities. A convertible security also
gives an investor the opportunity, through its conversion feature, to
participate in the capital appreciation of the issuing company depending upon a
market price advance in the convertible security's underlying common stock. In
general, preferred stocks generally pay a dividend at a specified rate and have
preference over common stock in the payment of dividends and in liquidation. The
Fund may invest in preferred stock with any or no credit rating. Preferred stock
is a class of stock having a preference over common stock as to the payment of
dividends and the recovery of investment
should
a company be liquidated, although preferred stock is usually junior to the debt
securities of the issuer. Preferred stock market value may change based on
changes in interest rates.
Convertible
Securities
The
Fund may invest in convertible securities with no minimum credit rating.
Convertible securities include fixed income securities that may be exchanged or
converted into a predetermined number of shares of the issuer's underlying
common stock at the option of the holder during a specified period. Convertible
securities may take the form of convertible preferred stock, convertible bonds
or debentures, units consisting of "usable" bonds and warrants or a combination
of the features of several of these securities. Convertible securities are
senior to common stocks in an issuer's capital structure, but are usually
subordinated to similar non-convertible securities. While providing a
fixed-income stream (generally higher in yield than the income derivable from
common stock but lower than that afforded by a similar nonconvertible security),
a convertible security also gives an investor the opportunity, through its
conversion feature, to participate in the capital appreciation of the issuing
company depending upon a market price advance in the convertible security's
underlying common stock.
Warrants
The
Fund may invest in warrants. Warrants are options to purchase common stock at a
specific price (usually at a premium above the market value of the optioned
common stock at issuance) valid for a specific period of time. Warrants may have
a life ranging from less than one year to twenty years, or they may be
perpetual. However, most warrants have expiration dates after which they are
worthless. In addition, a warrant is worthless if the market price of the common
stock does not exceed the warrant's exercise price during the life of the
warrant. Warrants have no voting rights, pay no dividends, and have no rights
with respect to the assets of the corporation issuing them. The percentage
increase or decrease in the market price of the warrant may tend to be greater
than the percentage increase or decrease in the market price of the optioned
common stock.
Business
Development Companies
The
Fund may invest in business development companies ("BDCs"), each of which may
pay performance-based fees to their managers. A BDC is a form of investment
company that is required to invest at least 70% of its total assets in
securities (typically debt) of private companies, thinly traded U.S. public
companies, or short-term, high-quality debt securities. BDCs usually trade at a
discount to their net asset value because they invest in unlisted securities and
have limited access to capital markets. Fund shareholders may bear two layers of
fees and expenses: asset-based fees and expenses at the Fund level, and
asset-based fees, performance-based incentive allocations or fees and expenses
at the BDC level. BDCs are subject to high failure rates among the companies in
which they invest and federal securities laws impose restraints upon the
organization and operations of BDCs that can limit or negatively impact the
performance of a BDC. Also, BDCs may engage in certain principal and joint
transactions that a mutual fund may not without an exemptive order from the
Securities and Exchange Commission (the “SEC”). Also, the Fund may purchase in
the aggregate only up to 3% of the total outstanding voting stock of any other
investment company, such as a BDC, unless the other investment company has an
exemptive order from the SEC.
Depositary
Receipts
The
Fund may invest in sponsored and unsponsored American Depositary Receipts
("ADRs"), which are receipts issued by an American bank or trust company
evidencing ownership of underlying securities issued by a foreign issuer. ADRs,
in registered form, are designed for use in U.S. securities markets. Unsponsored
ADRs may be created without the participation of the foreign issuer. Holders of
unsponsored ADRs generally bear all the costs of the ADR facility, whereas
foreign issuers typically bear certain costs in a sponsored ADR. The bank or
trust company depositary of an unsponsored ADR may be under no obligation to
distribute shareholder communications received from the foreign issuer or to
pass
through
voting rights. Many of the risks described below regarding foreign securities
apply to investments in ADRs.
Investment
Companies
The
Fund may invest in investment companies such as open-end funds (mutual funds),
closed-end funds, and exchange traded funds (collectively, "Investment
Companies"). The 1940 Act provides that the mutual funds may not: (1) purchase
more than 3% of an investment company's outstanding shares; (2) invest more than
5% of its assets in any single such investment company (the "5% Limit"), and (3)
invest more than 10% of its assets in Investment Companies overall (the "10%
Limit"), unless: (i) the underlying investment company and/or the Fund has
received an order for exemptive relief from such limitations from the SEC; and
(ii) the underlying investment company and the Fund take appropriate steps to
comply with any conditions in such order.
In
addition, Section 12(d)(1)(F) of the 1940 Act provides that the provisions of
paragraph 12(d)(1) shall not apply to securities purchased or otherwise acquired
by the Fund if (i) immediately after such purchase or acquisition not more than
3% of the total outstanding stock of such registered investment company is owned
by the Fund and all affiliated persons of the Fund; and (ii) the Fund has not,
and is not proposing to offer or sell any security issued by it through a
principal underwriter or otherwise at a public or offering price which includes
a sales load of more than 1.50%. An investment company that issues shares to the
Fund pursuant to paragraph 12(d)(1)(F) shall not be required to redeem its
shares in an amount exceeding 1% of such investment company's total outstanding
shares in any period of less than thirty days. The Fund (or the Adviser acting
on behalf of the Fund) must comply with the following voting restrictions: when
the Fund exercises voting rights, by proxy or otherwise, with respect to
Investment Companies owned by the Fund, the Fund will either seek instruction
from the Fund's shareholders with regard to the voting of all proxies and vote
in accordance with such instructions, or vote the shares held by the Fund in the
same proportion as the vote of all other holders of such security.
Further,
the Fund may rely on Rule 12d1-3, which allows unaffiliated mutual funds to
exceed the 5% Limitation and the 10% Limitation, provided the aggregate sales
loads any investor pays (i.e., the combined distribution expenses of both the
acquiring fund and the acquired funds) does not exceed the limits on sales loads
established by the Financial Industry Regulatory Authority ("FINRA”) for funds
of funds.
The
Fund and any "affiliated persons," as defined by the 1940 Act may purchase in
the aggregate only up to 3% of the total outstanding securities of any
Underlying Fund. Accordingly, when affiliated persons hold shares of any of the
Investment Companies, the Fund's ability to invest fully in shares of those
funds is restricted, and the Adviser must then, in some instances, select
alternative investments that would not have been its first preference. The 1940
Act also provides that an Underlying Fund whose shares are purchased by the Fund
will be obligated to redeem shares held by the Fund only in an amount up to 1%
of the Underlying Fund’s outstanding securities during any period of less than
30 days. Shares held by the Fund in excess of 1% of an Underlying Fund's
outstanding securities therefore, will be considered not readily marketable
securities, which, together with other such securities, may not exceed 15% of
the Fund's total assets.
Under
certain circumstances an Underlying Fund may determine to make payment of a
redemption by the Fund wholly or partly by a distribution in kind of securities
from its portfolio, in lieu of cash, in conformity with the rules of the SEC. In
such cases, the Fund may hold securities distributed by an Investment Company
until the Adviser determines that it is appropriate to dispose of such
securities.
Investment
decisions by the investment advisors of the Investment Companies are made
independently of the Fund and its Adviser. Therefore, the investment advisor of
one Underlying Fund may be purchasing shares of the same issuer whose shares are
being sold by the investment advisor of another such fund. The result would be
an indirect expense to the Fund without accomplishing any investment purpose.
Because other Investment Companies employ an investment adviser, such
investments by the Fund may cause shareholders to bear duplicate
fees.
Closed-End
Investment Companies.
The Fund may invest its assets in "closed-end" investment companies (or
"closed-end funds"), subject to the investment restrictions set forth above.
Shares of closed-end funds are typically offered to the public in a one-time
initial public offering by a group of underwriters who retain a spread or
underwriting commission of between 4% or 6% of the initial public offering
price. Such securities are then listed for trading on the New York Stock
Exchange, the National Association of Securities Dealers Automated Quotation
System (commonly known as "NASDAQ") and, in some cases, may be traded in other
over-the-counter markets. Because the shares of closed-end funds cannot be
redeemed upon demand to the issuer like the shares of an open-end investment
company (such as the Fund), investors seek to buy and sell shares of closed-end
funds in the secondary market.
The
Fund generally will purchase shares of closed-end funds only in the secondary
market. The Fund will incur normal brokerage costs on such purchases similar to
the expenses the Fund would incur for the purchase of securities of any other
type of issuer in the secondary market. The Fund may, however, also purchase
securities of a closed-end fund in an initial public offering when, in the
opinion of the Adviser, based on a consideration of the nature of the closed-end
fund's proposed investments, the prevailing market conditions and the level of
demand for such securities, they represent an attractive opportunity for growth
of capital. The initial offering price typically will include a dealer spread,
which may be higher than the applicable brokerage cost if the Fund purchased
such securities in the secondary market.
The
shares of many closed-end funds, after their initial public offering, frequently
trade at a price per share that is less than the net asset value per share, the
difference representing the "market discount" of such shares. This market
discount may be due in part to the investment objective of long-term
appreciation, which is sought by many closed-end funds, as well as to the fact
that the shares of closed-end funds are not redeemable by the holder upon demand
to the issuer at the next determined net asset value but rather are subject to
the principles of supply and demand in the secondary market. A relative lack of
secondary market purchasers of closed-end fund shares also may contribute to
such shares trading at a discount to their net asset value.
The
Fund may invest in shares of closed-end funds that are trading at a discount to
net asset value or at a premium to net asset value. There can be no assurance
that the market discount on shares of any closed-end fund purchased by the Fund
will ever decrease. In fact, it is possible that this market discount may
increase and the Fund may suffer realized or unrealized capital losses due to
further decline in the market price of the securities of such closed-end funds,
thereby adversely affecting the net asset value of the Fund's shares. Similarly,
there can be no assurance that any shares of a closed-end fund purchased by the
Fund at a premium will continue to trade at a premium or that the premium will
not decrease subsequent to a purchase of such shares by the Fund.
Closed-end
funds may issue senior securities (including preferred stock and debt
obligations) for the purpose of leveraging the closed-end fund's common shares
in an attempt to enhance the current return to such closed-end fund's common
shareholders. The Fund's investment in the common shares of closed-end funds
that are financially leveraged may create an opportunity for greater total
return on its investment, but at the same time may be expected to exhibit more
volatility in market price and net asset value than an investment in shares of
investment companies without a leveraged capital structure.
Exchange
Traded Funds.
ETFs are passive funds that track their related index and have the flexibility
of trading like a security. They are managed by professionals and provide the
investor with diversification, cost and tax efficiency, liquidity,
marginability, are useful for hedging, have the ability to go long and short,
and some provide quarterly dividends. Additionally, some ETFs are unit
investment trusts (UITs), which are unmanaged portfolios overseen by trustees.
ETFs generally have two markets. The primary market is where institutions swap
"creation units" in block-multiples of shares, typically 25,000 or 50,000 for
in-kind securities and cash in the form of dividends. The secondary market is
where individual investors can trade as little as a single share during trading
hours on the exchange. This is different from open-ended mutual funds that are
traded after hours once the net asset value (NAV) is calculated. ETFs share many
similar risks with open-end and closed-end funds.
There
is a risk that an ETF in which the Fund invests may terminate due to
extraordinary events that may cause any of the service providers to the ETF,
such as the trustee or sponsor, to close or otherwise fail to perform their
obligations to the ETF. Also, because the ETFs in which the Fund intends to
principally invest may be granted licenses by agreement to use the indices as a
basis for determining their compositions and/or otherwise to use certain trade
names, the ETFs may terminate if such license agreements are terminated. In
addition, an ETF may terminate if its entire net asset value falls below a
certain amount. Although the Fund believes that, in the event of the termination
of an underlying ETF, it will be able to invest instead in shares of an
alternate ETF tracking the same market index or another market index with the
same general market, there is no guarantee that shares of an alternate ETF would
be available for investment at that time. To the extent the Fund invests in a
sector product, the Fund is subject to the risks associated with that
sector.
Real
Estate Investment Trusts
The
Fund may invest in securities of real estate investment trusts ("REITs"). REITs
are publicly traded corporations or trusts that specialize in acquiring, holding
and managing residential, commercial or industrial real estate. A REIT is not
taxed at the entity level on income distributed to its shareholders or
unitholders if it distributes to shareholders or unitholders at least 95% of its
taxable income for each taxable year and complies with regulatory requirements
relating to its organization, ownership, assets and income.
REITs
generally can be classified as "Equity REITs", "Mortgage REITs" and "Hybrid
REITs." An Equity REIT invests the majority of its assets directly in real
property and derives its income primarily from rents and from capital gains on
real estate appreciation, which are realized through property sales. A Mortgage
REIT invests the majority of its assets in real estate mortgage loans and
services its income primarily from interest payments. A Hybrid REIT combines the
characteristics of an Equity REIT and a Mortgage REIT. Although the Fund can
invest in all three kinds of REITs, its emphasis is expected to be on
investments in Equity REITs.
Investments
in the real estate industry involve particular risks. The real estate industry
has been subject to substantial fluctuations and declines on a local, regional
and national basis in the past and may continue to be in the future. Real
property values and income from real property continue to be in the future. Real
property values and income from real property may decline due to general and
local economic conditions, overbuilding and increased competition, increases in
property taxes and operating expenses, changes in zoning laws, casualty or
condemnation losses, regulatory limitations on rents, changes in neighborhoods
and in demographics, increases in market interest rates, or other factors.
Factors such as these may adversely affect companies that own and operate real
estate directly, companies that lend to such companies, and companies that
service the real estate industry.
Investments
in REITs also involve risks. Equity REITs will be affected by changes in the
values of and income from the properties they own, while Mortgage REITs may be
affected by the credit quality of the mortgage loans they hold. In addition,
REITs are dependent on specialized management skills and on their ability to
generate cash flow for operating purposes and to make distributions to
shareholders or unitholders REITs may have limited diversification and are
subject to risks associated with obtaining financing for real property, as well
as to the risk of self-liquidation. REITs also can be adversely affected by
their failure to qualify for tax-free pass-through treatment of their income
under the Internal Revenue Code of 1986, as amended, or their failure to
maintain an exemption from registration under the 1940 Act. By investing in
REITs indirectly through a Fund, a shareholder bears not only a proportionate
share of the expenses of the Fund, but also may indirectly bear similar expenses
of some of the REITs in which it invests.
Master
Limited Partnerships
The
Fund may invest in master limited partnership ("MLP") interests. MLPs are
limited partnerships, the interests in which (known as "units") are traded on
public exchanges, just like corporate stock. MLPs are limited partnerships that
provide an investor with a direct interest in a group of assets (generally, oil
and
gas
properties). MLP units typically trade publicly, like stock, and thus may
provide the investor more liquidity than ordinary limited partnerships. MLPs are
also called publicly traded partnerships and public limited partnerships. A
limited partnership has one or more general partners (they may be individuals,
corporations, partnerships or another entity) which manage the partnership, and
limited partners, which provide capital to the partnership but have no role in
its management. When an investor buys units in an MLP, he or she becomes a
limited partner. MLPs are formed in several ways. A non-traded partnership may
decide to go public. Several non-traded partnerships may "roll up" into a single
MLP. A corporation may spin off a group of assets or part of its business into
an MLP of which it is the general partner, either to realize what it believes to
be the assets' full value or as an alternative to issuing debt. A corporation
may fully convert to an MLP, although since 1986 the tax consequences have made
this an unappealing; or, a newly formed company may operate as an MLP from its
inception.
There
are different types of risks to investing in MLPs, including regulatory risks
and interest rate risks. Currently most partnerships enjoy pass through taxation
of their income to partners, which avoids double taxation of earnings. If the
government were to change MLP business tax structure, unitholders would not be
able to enjoy the relatively high yields in the sector for long. In addition,
MLPs that charge government-regulated fees for transportation of oil and gas
products through their pipelines are subject to unfavorable changes in
government-approved rates and fees, which would affect an MLP's revenue stream
negatively. MLPs also carry some interest rate risks. During increases in
interest rates, MLPs may not produce desirable returns to
shareholders.
Special
Purpose Acquisition Corporations (SPACs)
The
Funds may invest in SPACs and companies that have completed an IPO. SPACs are
companies that may be unseasoned and lack a trading or operational history, a
track record of reporting to investors, and widely available research coverage.
The Funds may purchase SPACs through an IPO. IPOs are thus often subject to
extreme price volatility and speculative trading. These stocks may have
above-average price appreciation in connection with the IPO. In addition, IPOs
may share similar illiquidity risks of private equity and venture capital. The
free float shares held by the public in an IPO are typically a small percentage
of the market capitalization. The ownership of many IPOs often includes large
holdings by venture capital and private equity investors who seek to sell their
shares in the public market in the months following an IPO when shares
restricted by lock-up are released, causing greater volatility and possible
downward pressure during the time that locked-up shares are released. Public
stockholders of SPACs may not be afforded a meaningful opportunity to vote on a
proposed initial business combination because certain stockholders, including
stockholders affiliated with the management of the SPAC, may have sufficient
voting power, and a financial incentive, to approve such a transaction without
support from public stockholders. As a result, a SPAC may complete a business
combination even though a majority of its public stockholders do not support
such a combination.
Derivatives
The
Fund may invest in derivatives in order to hedge against market movements while
liquidating certain positions and buying other securities or as substitutes for
securities. The information below contains general additional information about
derivatives.
Rule
18f-4 under the 1940 Act (the “Derivatives Rule”) provides a comprehensive
framework for the Funds' use of derivatives. The Derivatives Rule requires
registered investment companies that enter into derivatives transactions and
certain other transactions that create future payment or delivery obligations
to, among other things, (i) comply with a value-at-risk (“VaR”) leverage limit,
and (ii) adopt and implement a comprehensive written derivatives risk management
program. These and other requirements apply unless a fund qualifies as a
“limited derivatives user,” which the Derivatives Rule defines as a fund that
limits its derivatives exposure to 10% of its net assets. The Funds have adopted
and implemented a derivatives risk management program approved by the Board,
which is administered by the Adviser as the Funds' derivatives risk manager.
Complying with the Derivatives Rule may increase the cost of a Fund’s
investments and cost of doing business, which could adversely affect investors.
The Derivatives Rule may not be effective to limit a Fund’s risk of loss. In
particular, measurements of VaR rely on historical data
and
may not accurately measure the degree of risk reflected in a Fund’s derivatives
or other investments. Other potentially adverse regulatory obligations can
develop suddenly and without notice.
Futures
Contracts.
A
futures contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific financial instrument (e.g.,
units of a stock index) for a specified price, date, time and place designated
at the time the contract is made. Brokerage fees are incurred when a futures
contract is bought or sold and margin deposits must be maintained. Entering into
a contract to buy is commonly referred to as buying or purchasing a contract or
holding a long position. Entering into a contract to sell is commonly referred
to as selling a contract or holding a short position.
Unlike
when a Fund purchases or sells a security, no price would be paid or received by
the Fund upon the purchase or sale of a futures contract. Upon entering into a
futures contract, and to maintain the Fund's open positions in futures
contracts, the Fund would be required to deposit with its custodian or futures
broker in a segregated account in the name of the futures broker an amount of
cash, U.S. government securities, suitable money market instruments, or other
liquid securities, known as "initial margin." The margin required for a
particular futures contract is set by the exchange on which the contract is
traded, and may be significantly modified from time to time by the exchange
during the term of the contract. Futures contracts are customarily purchased and
sold on margins that may range upward from less than 5% of the value of the
contract being traded.
If
the price of an open futures contract changes (by increase in underlying
instrument or index in the case of a sale or by decrease in the case of a
purchase) so that the loss on the futures contract reaches a point at which the
margin on deposit does not satisfy margin requirements, the broker will require
an increase in the margin. However, if the value of a position increases because
of favorable price changes in the futures contract so that the margin deposit
exceeds the required margin, the broker will pay the excess to the Fund.
These
subsequent payments, called "variation margin," to and from the futures broker,
are made on a daily basis as the price of the underlying assets fluctuate making
the long and short positions in the futures contract more or less valuable, a
process known as "marking to the market." The Fund expects to earn interest
income on any margin deposits.
Although
certain futures contracts, by their terms, require actual future delivery of and
payment for the underlying instruments, in practice most futures contracts are
usually closed out before the delivery date. Closing out an open futures
contract purchase or sale is effected by entering into an offsetting futures
contract sale or purchase, respectively, for the same aggregate amount of the
identical underlying instrument or index and the same delivery date. If the
offsetting purchase price is less than the original sale price, the Fund
realizes a gain; if it is more, the Fund realizes a loss. Conversely, if the
offsetting sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The transaction costs
must also be included in these calculations. There can be no assurance, however,
that the Fund will be able to enter into an offsetting transaction with respect
to a particular futures contract at a particular time. If the Fund is not able
to enter into an offsetting transaction, the Fund will continue to be required
to maintain the margin deposits on the futures contract.
For
example, one contract in the Financial Times Stock Exchange 100 Index future is
a contract to buy 25 pounds sterling multiplied by the level of the UK Financial
Times 100 Share Index on a given future date. Settlement of a stock index
futures contract may or may not be in the underlying instrument or index. If not
in the underlying instrument or index, then settlement will be made in cash,
equivalent over time to the difference between the contract price and the actual
price of the underlying asset at the time the stock index futures contract
expires.
Digital
Asset Futures.
The
market for Bitcoin and Ether futures may be less developed, and potentially less
liquid and more volatile, than more established futures markets. While the
Bitcoin futures market has grown substantially since Bitcoin and Ether futures
commenced trading, there can be no assurance that this growth will continue. The
price for Bitcoin and Ether futures contracts is based on a number of factors,
including the supply of and the demand for Bitcoin futures contracts. Market
conditions and
expectations,
position limits, collateral requirements, and other factors each can impact the
supply of and demand for Bitcoin and Ether futures contracts. Recently increased
demand paired with supply constraints and other factors have caused bitcoin
futures to trade at a significant premium to the “spot” price of Bitcoin and
Ether. Additional demand, including demand resulting from the purchase, or
anticipated purchase, of Bitcoin and Ether futures contracts by the Funds or
other entities may increase that premium, perhaps significantly. It is not
possible to predict whether or for how long such conditions will continue. To
the extent a Fund purchases futures contracts at a premium and the premium
declines, the value of an investment in the Fund also should be expected to
decline. The performance of Bitcoin and Ether futures contracts and Bitcoin and
Ether, respectively, may differ and may not be correlated with each other, over
short or long periods of time.
Historically,
the spot price movements of ether and bitcoin generally have been correlated.
The spot prices of ether historically have generally been more volatile than the
spot prices bitcoin (i.e. rising more than the spot prices of bitcoin on days
that the spot prices of bitcoin rises and falling more than bitcoin on days that
the spot prices of bitcoin falls. There is no guarantee that this correlation
will continue or that the prices of ether or bitcoin will be dependent upon, or
otherwise related to, each other or that the relative volatility of spot bitcoin
and spot ether will continue.
Rolling
of the Crypto Futures.
Futures contracts expire on a designated date, referred to as the "expiration
date." The Funds generally seek to invest in "front-month" CME bitcoin futures
contracts and CME ether futures contracts but may invest in back-month,
cash-settled bitcoin futures contracts and ether futures contracts. "Front-
month" contracts are the monthly contracts with the nearest expiration date.
Back-month contracts are those with longer times to maturity. CME bitcoin
futures and CME ether futures are cash-settled on their expiration date unless
they are "rolled" prior to expiration. The Funds intend to "roll" their CME
bitcoin futures and CME Ether Futures prior to expiration. Typically, the Funds
will roll to the next "nearby" CME bitcoin futures and CME ether futures. The
"nearby" contracts are those contracts with the next closest expiration
date.
Unlike
the exchanges for more traditional assets, such as equity securities and futures
contracts, digital asset trading venues are largely unregulated and highly
fragmented. As a result of the lack of regulation, individuals or groups may
engage in fraud or market manipulation and in some instances may be operating in
violation of existing regulations (including using social media to promote
bitcoin in a way that artificially increases the price of bitcoin or ether).
Investors may be more exposed to the risk of theft, fraud and market
manipulation than when investing in more traditional asset classes. Over the
past several years, a number of digital asset trading venues have been closed
due to fraud, failure or security breaches. Investors in bitcoin and ether may
have little or no recourse should such theft, fraud or manipulation occur and
could suffer significant losses.
The
regulation of digital assets and related products and services continues to
evolve. The inconsistent and sometimes conflicting regulatory landscape may make
it more difficult for bitcoin and ether businesses to provide services, which
may impede the growth of the bitcoin and ether economies and have an adverse
effect on the adoption and the market value of crypto. There
is a possibility of future regulatory change altering, perhaps to a material
extent, the ability to buy and sell crypto and crypto futures. Similarly,
future regulatory changes could impact the ability of the Funds to invest in
bitcoin or ether futures contracts.
Events
impacting the price of bitcoin or ether across all digital asset trading venues
should be expected to impact the price and market for bitcoin or ether futures,
and therefore the performance of the Funds. Such trading venues may serve as a
pricing source for the calculation of the CME CF Bitcoin Reference Rate or CME
CF Ether Reference Rate which provides reference prices for final settlement of
CME bitcoin and ether futures, respectively. These trading venues are or may
become subject to regulatory actions that may have a material adverse impact on
the Funds and their investments.
Investments
linked to bitcoin and ether present unique and substantial risks. Such
investments can be highly volatile compared to investments in traditional
securities and the Funds may experience sudden
and
large losses. The markets for bitcoin, ether and bitcoin and ether futures may
become illiquid. These markets may fluctuate widely based on a variety of
factors including changes in overall market movements, political and economic
events, wars, acts of terrorism, natural disasters (including disease, epidemics
and pandemics) and changes in interest rates or inflation rates. An investor
should be prepared to lose the full principal value of their investment suddenly
and without warning.
Trading
and investing in assets linked to bitcoin and ether are generally not based in
fundamental investment analysis.
Bitcoin
is the native token on the Bitcoin network. As with other digital assets,
bitcoin and the Bitcoin blockchain have been designed to support a number of
applications and use cases. For bitcoin, these include serving as a medium of
exchange (e.g., digital cash) and as a durable store of value (e.g., digital
gold). The Bitcoin network's uses and capabilities are narrower when compared to
the Ethereum network, which facilitates smart contracts and the issuance of
other non- native tokens.
Ether
is the native token on the Ethereum network, but users may create additional
tokens, the ownership of which is recorded on the Ethereum network. As with
other digital assets, ether and the Ethereum blockchain have been designed to
support a number of applications and use cases. For ether, these include:
serving as a medium or exchange and a durable store of value, facilitating the
use of smart contracts and decentralized products and platforms, permitting the
issuance and exchange of non-native tokens (including non-fungible tokens and
asset-backed tokens), and supporting various "layer 2" projects. Compared to the
Bitcoin network, which is solely intended to record the ownership of bitcoin,
the intended uses of the Ethereum network are far more broad.
The
Ethereum Foundation (EF) is a non-profit organization that is dedicated to
supporting Ethereum and related technologies. The EF, alongside other
organizations, supports Ethereum Protocol development through funding and
advocacy. The EF finances its activities through its initial allocation of ether
at the launch of the Ether Network in 2015. Although the EF does not control
Ethereum and is one of many organizations within the Ethereum ecosystem, it is
the most significant driving force for Ethereum Protocol development and support
of Ethereum generally.
It
is possible that Ether may be determined to be a security for the purposes of
federal or state securities laws. If ether is determined or is expected to be
determined to be a security under the federal securities laws, that could
materially and adversely affect the trading of ether futures contracts held by a
Fund. If ether is determined or alleged to be a security, it is possible that
trading in ether futures contracts held by a Fund could be halted or otherwise
disrupted, become illiquid and/or lose significant value and a Fund may have
difficulty unwinding or closing out its ether futures contracts. In that event,
value of an investment in the Funds – could decline significantly and without
warning, including to zero. There is no guarantee that security futures
contracts on ether would be begin trading on any particular timeframe or at all
or that the Funds would be able to invest in such instruments.
If
the price of Ether falls below that which is required for validators to turn a
profit, some validators may temporarily discontinue their operations. If
validators reduce or cease their operations, it would reduce the aggregate stake
on the Ethereum Network, which would adversely affect the confirmation process
for transactions (i.e., temporarily decreasing the speed at which blocks are
added to the blockchain) and make the Ethereum Network more vulnerable to a
malicious actor or actors. If one or more validators obtain control of greater
than thirty-three percent of the aggregate stake on the Ethereum Network, those
validators may attempt to reshuffle or reorder blocks in the Ethereum
blockchain, potentially excluding valid transactions or permitted "double
spending" of ether. Malicious actors controlling greater than thirty-three
percent of the aggregate stake could also potentially resolve two forks of the
Ethereum blockchain simultaneously, which would cause confusion and likely
result in reduced confidence in the Ethereum blockchain, both of which would
have a material adverse impact on the value of ether and ether futures, and as a
result, an investment in a Fund. However, any such attack would likely result in
the malicious validators forfeiting their staked ether.
If
the price of Bitcoin falls below that which is required for mining operators to
turn a profit, some mining operators may temporarily discontinue mining bitcoin
by either halting operations or switching their mining operations to mine other
digital assets. If miners reduce or cease their mining operations it would
reduce
the
aggregate hash rate on the Bitcoin Network, which would adversely affect the
confirmation process for transactions (i.e., temporarily decreasing the speed at
which blocks are added to the blockchain until the next scheduled adjustment in
difficulty for block solutions) and make the Bitcoin Network more vulnerable to
a malicious actor obtaining control in excess of fifty percent of the aggregate
hash rate on the Bitcoin Network. Periodically, the Bitcoin Network is designed
to adjust the difficulty for block solutions so that solution speeds remain in
the vicinity of the expected ten-minute confirmation time currently targeted by
the Bitcoin Network protocol, but significant reductions in aggregate hash rate
on the Bitcoin Network could result in material delays in transaction
confirmation time. Any reduction in confidence in the confirmation process or
aggregate hash rate of the Bitcoin Network may adversely affect the utility and
price of bitcoin, which may have a negative impact on bitcoin
futures.
The
open-source nature of the Ethereum Protocol and the Bitcoin Protocol permits any
developer to review the underlying code and suggest changes. If some users,
validators or miners adopt a change while others do not and that change is not
compatible with the existing software, a fork occurs. Several forks have already
occurred in the Bitcoin Network and the Ethereum Network resulting in the
creation of new, separate digital assets. The determination of which fork will
be considered bitcoin for purposes of the Bitcoin Reference Rate and which fork
will be considered ether for purposes of the CME CF Ether Reference Rate is
determined by CF Benchmarks' Hard Fork Policy. Forks and similar events could
adversely affect the price and liquidity of ether and bitcoin and the value of
an investment in the Funds.
As
a digital asset, crypto is subject to the risk that malicious actors will
exploit flaws in its code or structure, or that of digital asset trading venues,
that will allow them to, among other things, steal crypto held by others,
control the blockchain, steal personally identifying information, or issue
significant amounts of crypto in contravention of the relevant protocol. The
occurrence of any of these events is likely to have a significant adverse impact
on the price and liquidity of crypto and crypto futures contracts.
In
April 2016, a decentralized autonomous organization, known as "The DAO" launched
on the Ethereum Network. Decentralized autonomous organizations operate on smart
contracts which form a foundational framework that dictates how the organization
will operate. In exchange for ether, The DAO created DAO Tokens (proportional to
the amount of ether paid) that were then assigned to the Ethereum blockchain
address of the person or entity remitting the ether. A DAO Token granted the DAO
Token holder certain voting and ownership rights in The DAO. In June 2016, The
DAO smart contract code was hacked, resulting in approximately one-third of the
total ether raised in The DAO's offering being diverted to an Ethereum
blockchain address controlled by the attacker, an unknown individual or group.
In response to the attack, and upon a vote of Ethereum community members, a
"hard fork" was implemented which had the effect of transferring all of the
funds raised (including those held by the attacker) from The DAO to a recovery
address, where DAO Token holders could exchange their DAO Tokens for ether. Any
DAO Token holders who adopted the hard fork could exchange their DAO Tokens for
ether and avoid any loss. The permanent hard fork resulted in two different
versions of the Ethereum blockchain: Ethereum and Ethereum Classic.
As
a result of lack of regulation, individuals, or groups may engage in insider
trading, fraud or market manipulation with respect to digital assets. Such
manipulation could cause investors in digital assets to lose money, possibly the
entire value of their investments. Over the past several years, a number of
digital asset trading venues have been closed due to fraud, failure or security
breaches. The nature of the assets held at digital asset trading venues make
them appealing targets for hackers and a number of digital asset trading venues
have been victims of cybercrimes and other fraudulent activity. These activities
have caused significant, in some cases total, losses for crypto investors.
Investors in crypto may have little or no recourse should such theft, fraud or
manipulation occur.
It
is possible that other blockchains will emerge that are similarly designed to
support the development, deployment, and operation of smart contracts. These
alternative blockchains have in the past and may in the future seek to compete
with Bitcoin and the Ethereum Network by offering faster transaction processing
and/or lower fees. The market demand for these alternative blockchains may
reduce the market demand for ether which would adversely impact the price of
Bitcoin and ether, and as a result, an investment in the Funds.
The
Ethereum blockchain has at times experienced material network congestion, high
transaction fees and other scalability challenges. Although the Ethereum
Foundation has proposed various updates to the Ethereum blockchains protocol to
address these challenges, to date they have been primarily addressed by
so-called "layer 2" solutions. Layer 2 networks generally require users to
"lock" ether into the layer 2 network in order to benefit from their
efficiencies, thereby making the locked ether unavailable to transfer on the
underlying blockchain or within other layer 2 networks. While these solutions
have, in the past, reduced fees and increased transaction times, they result in
the actions of development teams whose interests may not be aligned with that of
the greater Ethereum community. Further, there is no guarantee that these layer
2 solutions will continue to be effective or that users or and investors in
public blockchains will not determine that blockchains without scalability
issues or a reliance on layer 2 solutions are preferable. There is a risk that
multiple layer 2 solutions will not be compatible with each other or the
underlying blockchain network or that a layer 2 solutions, if not implemented
correctly, would compromise the security or decentralization of the underlying
blockchain network.
It
is possible that other blockchains will emerge that are similarly designed to
serve as an alternative payment system, such as those focused on privacy through
the use of zero-knowledge cryptography. These alternative blockchains have in
the past and may in the future seek to compete with the Bitcoin Network by
offering networks that improve the speed of transaction processing, address
issues in the finality and variability of transaction fees in the Bitcoin
Networks, and with lesser volatility in the digital asset's price than bitcoin.
The market demand for these alternative blockchains may reduce the market demand
for bitcoin which would adversely impact the price of bitcoin, and as a result,
an investment in the Funds.
Bitcoin's
use as an alternative payment system currently is, and is expected to continue
to be, reliant on layer 2 networks that reduce transaction times and transaction
fees otherwise applicable to transfers of bitcoin. There is no guarantee that
these solutions will continue to be available or that they will adequately
reduce transaction times and fees to a degree comparable to other public
blockchains that serve as alternative payment systems. There is a risk that
multiple layer 2 solutions will not be compatible with each other or the
underlying blockchain network or that a layer 2 solutions if not implemented
correctly would compromise the security or decentralization of the underlying
blockchain network.
Transactions
in Bitcoin that are executed “off the chain” (that is, transactions that are
fully executed on the Bitcoin blockchain) may offer less transparency than
transactions fully executed on the Bitcoin blockchain and may be more vulnerable
to fraud.
Regulation
as a Commodity Pool Operator.
The
Macro Strategies Fund, the Commodities Strategy Fund and the Market Trend Fund
(and each of those Funds' respective Subsidiary) are “commodity pools” under the
U.S. Commodity Exchange Act (“CEA”), and the Adviser is registered as a
“commodity pool operator” with the Commodity Futures Trading Commission (“CFTC”)
and is a member of the National Futures Association (“NFA”). As a registered
commodity pool operator with respect to the Macro Strategies Fund, the
Commodities Strategy Fund, the Market Trend Fund, and each Fund’s respective
Subsidiary, the Adviser must comply with various regulatory requirements under
the CEA, and the rules and regulations of the CFTC and the NFA, including
investor protection requirements, antifraud prohibitions, disclosure
requirements, and reporting and recordkeeping requirements. The Adviser is also
subject to periodic inspections and audits by the CFTC and NFA.
Options
on Futures Contracts. The
Fund may purchase and sell options on the same types of futures in which it may
invest. Options on futures are similar to options on underlying instruments
except that options on futures give the purchaser the right, in return for the
premium paid, 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 or sell the futures contract, at a specified exercise price at any time
during the period of the option. Upon exercise of the option, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by the delivery of the accumulated balance in the writer's
futures margin account which represents the amount by which the market price of
the futures contract, at exercise, 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 futures contract. Purchasers of options who fail to exercise their
options prior to the exercise date suffer a loss of the premium
paid.
Options
on Securities.
The
Fund may purchase and write (i.e.,
sell) put and call options. Such options may relate to particular securities or
stock indices, and may or may not be listed on a domestic or foreign securities
exchange and may or may not be issued by the Options Clearing Corporation.
Options trading is a highly specialized activity that entails greater than
ordinary investment risk. Options may be more volatile than the underlying
instruments, and therefore, on a percentage basis, an investment in options may
be subject to greater fluctuation than an investment in the underlying
instruments themselves.
A
call option for a particular security gives the purchaser of the option the
right to buy, and the writer (seller) the obligation to sell, the underlying
security at the stated exercise price at any time prior to the expiration of the
option, regardless of the market price of the security. The premium paid to the
writer is in consideration for undertaking the obligation under the option
contract. A put option for a particular security gives the purchaser the right
to sell and the writer (seller) the obligation to buy the security at the stated
exercise price at any time prior to the expiration date of the option,
regardless of the market price of the security.
Stock
index options are put options and call options on various stock indices. In most
respects, they are identical to listed options on common stocks. The primary
difference between stock options and index options occurs when index options are
exercised. In the case of stock options, the underlying security, common stock,
is delivered. However, upon the exercise of an index option, settlement does not
occur by delivery of the securities comprising the index. The option holder who
exercises the index option receives an amount of cash if the closing level of
the stock index upon which the option is based is greater than, in the case of a
call, or less than, in the case of a put, the exercise price of the option. This
amount of cash is equal to the difference between the closing price of the stock
index and the exercise price of the option expressed in dollars times a
specified multiple. A stock index fluctuates with changes in the market value of
the stocks included in the index. For example, some stock index options are
based on a broad market index, such as the Standard & Poor's 500® Index or
the Value Line Composite Index or a narrower market index, such as the Standard
& Poor's 100®. Indices may also be based on an industry or market segment,
such as the NYSE Arca Oil and Gas Index or the Computer and Business Equipment
Index. Options on stock indices are currently traded on the Chicago Board
Options Exchange, the New York Stock Exchange, and the NASDAQ PHLX.
The
Fund's obligation to sell an instrument subject to a call option written by it,
or to purchase an instrument subject to a put option written by it, may be
terminated prior to the expiration date of the option by the Fund's execution of
a closing purchase transaction, which is effected by purchasing on an exchange
an option of the same series (i.e.,
same underlying instrument, exercise price and expiration date) as the option
previously written. A closing purchase transaction will ordinarily be effected
to realize a profit on an outstanding option, to prevent an underlying
instrument from being called, to permit the sale of the underlying instrument or
to permit the writing of a new option containing different terms on such
underlying instrument. The cost of such a liquidation purchase plus transactions
costs may be greater than the premium received upon the original option, in
which event the Fund will have incurred a loss in the transaction. There is no
assurance that a liquid secondary market will exist for any particular option.
An option writer unable to effect a closing purchase transaction will not be
able to sell the underlying instrument or liquidate the assets held in a
segregated account, as described below, until the option expires or the optioned
instrument is delivered upon exercise. In such circumstances, the writer will be
subject to the risk of market decline or appreciation in the instrument during
such period.
If
an option purchased by the Fund expires unexercised, the Fund realizes a loss
equal to the premium paid. If the Fund enters into a closing sale transaction on
an option purchased by it, the Fund will realize a gain if the premium received
by the Fund on the closing transaction is more than the premium paid to purchase
the option or a loss if it is less. If an option written by the Fund expires on
the stipulated expiration date or if the Fund enters into a closing purchase
transaction, it will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the net premium received when the option is sold). If an
option
written by the Fund is exercised, the proceeds of the sale will be increased by
the net premium originally received and the Fund will realize a gain or
loss.
Certain
Risks Regarding Options.
There
are several risks associated with transactions in options. For example, there
are significant differences between the securities and options markets that
could result in an imperfect correlation between these markets, causing a given
transaction not to achieve its objectives. In addition, a liquid secondary
market for particular options, whether traded over-the-counter or on an
exchange, may be absent for reasons which include the following: there may be
insufficient trading interest in certain options; restrictions may be imposed by
an exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities or currencies;
unusual or unforeseen circumstances may interrupt normal operations on an
exchange; the facilities of an exchange or the Options Clearing Corporation may
not at all times be adequate to handle current trading value; or one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that exchange (or in
that class or series of options) would cease to exist, although outstanding
options that had been issued by the Options Clearing Corporation as a result of
trades on that exchange would continue to be exercisable in accordance with
their terms.
Successful
use by the Fund of options on stock indices will be subject to the ability of
the Adviser to correctly predict movements in the directions of the stock
market. This requires different skills and techniques than predicting changes in
the prices of individual securities. In addition, the Fund's ability to
effectively hedge all or a portion of the securities in its portfolio, in
anticipation of or during a market decline, through transactions in put options
on stock indices, depends on the degree to which price movements in the
underlying index correlate with the price movements of the securities held by
the Fund. Inasmuch as the Fund's securities will not duplicate the components of
an index, the correlation will not be perfect. Consequently, the Fund bears the
risk that the prices of its securities being hedged will not move in the same
amount as the prices of its put options on the stock indices. It is also
possible that there may be a negative correlation between the index and the
Fund's securities that would result in a loss on both such securities and the
options on stock indices acquired by the Fund.
The
hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price and rate
movements can take place in the underlying markets that cannot be reflected in
the options markets. The purchase of options is a highly specialized activity
that involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The purchase of stock index
options involves the risk that the premium and transaction costs paid by the
Fund in purchasing an option will be lost as a result of unanticipated movements
in prices of the securities comprising the stock index on which the option is
based.
There
is no assurance that a liquid secondary market on an options exchange will exist
for any particular option, or at any particular time, and for some options no
secondary market on an exchange or elsewhere may exist. If the Fund is unable to
close out a call option on securities that it has written before the option is
exercised, the Fund may be required to purchase the optioned securities in order
to satisfy its obligation under the option to deliver such securities. If the
Fund was unable to effect a closing sale transaction with respect to options on
securities that it has purchased, it would have to exercise the option in order
to realize any profit and would incur transaction costs upon the purchase and
sale of the underlying securities.
Dealer
Options. The
Fund may engage in transactions involving dealer options as well as
exchange-traded options. Certain additional risks are specific to dealer
options. While the Fund might look to a clearing corporation to exercise
exchange-traded options, if the Fund were to purchase a dealer option it would
need to rely on the dealer from which it purchased the option to perform if the
option were exercised. Failure by the dealer to do so would result in the loss
of the premium paid by the Fund as well as loss of the expected benefit of the
transaction.
Exchange-traded
options generally have a continuous liquid market while dealer options may not.
Consequently, the Fund may generally be able to realize the value of a dealer
option it has purchased only by exercising or reselling the option to the dealer
who issued it. Similarly, when the Fund writes a dealer option, the Fund may
generally be able to close out the option prior to its expiration only by
entering into a closing purchase transaction with the dealer to whom the Fund
originally wrote the option. While the Fund will seek to enter into dealer
options only with dealers who will agree to and which are expected to be capable
of entering into closing transactions with the Fund, there can be no assurance
that the Fund will at any time be able to liquidate a dealer option at a
favorable price at any time prior to expiration. Unless the Fund, as a covered
dealer call option writer, is able to effect a closing purchase transaction, it
will not be able to liquidate securities (or other assets) used as cover until
the option expires or is exercised. In the event of insolvency of the other
party, the Fund may be unable to liquidate a dealer option. With respect to
options written by the Fund, the inability to enter into a closing transaction
may result in material losses to the Fund. For example, because the Fund must
maintain a secured position with respect to any call option on a security it
writes, the Fund may not sell the assets that it has segregated to secure the
position while it is obligated under the option. This requirement may impair the
Fund's ability to sell portfolio securities at a time when such sale might be
advantageous.
The
Staff of the SEC has taken the position that purchased dealer options are
illiquid securities. The Fund may treat the cover used for written dealer
options as liquid if the dealer agrees that the Fund may repurchase the dealer
option it has written for a maximum price to be calculated by a predetermined
formula. In such cases, the dealer option would be considered illiquid only to
the extent the maximum purchase price under the formula exceeds the intrinsic
value of the option. Accordingly, the Fund will treat dealer options as subject
to the Fund's limitation on illiquid securities. If the SEC changes its position
on the liquidity of dealer options, a Fund will change its treatment of such
instruments accordingly.
Spread
Transactions.
The
Fund may purchase covered spread options from securities dealers. These covered
spread options are not presently exchange-listed or exchange-traded. The
purchase of a spread option gives the Fund the right to put securities that it
owns at a fixed dollar spread or fixed yield spread in relationship to another
security that the Fund does not own, but which is used as a benchmark. The risk
to the Fund, in addition to the risks of dealer options described above, is the
cost of the premium paid as well as any transaction costs. The purchase of
spread options will be used to protect the Fund against adverse changes in
prevailing credit quality spreads, i.e.,
the
yield spread between high quality and lower quality securities. This protection
is provided only during the life of the spread options.
Swap
Agreements. The
Fund may enter into interest rate, index and currency exchange rate swap
agreements in an attempt to obtain a particular desired return at a lower cost
to the Fund than if it had invested directly in an instrument that yielded that
desired return. Swap agreements are two-party contracts entered into primarily
by institutional investors for periods ranging from a few weeks to more than one
year. In a standard "swap" transaction, two parties agree to exchange the
returns (or differentials in rates of returns) earned or realized on particular
predetermined investments or instruments. The gross returns to be exchanged or
"swapped" between the parties are calculated with respect to a "notional
amount," i.e., the return on or increase in value of a particular dollar amount
invested at a particular interest rate, in a particular foreign currency, or in
a "basket" of securities representing a particular index. The "notional amount"
of the swap agreement is only a fictive basis on which to calculate the
obligations the parties to a swap agreement have agreed to exchange. The Fund's
obligations (or rights) under a swap agreement will generally be equal only to
the amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement (the "net amount").
The Fund's obligations under a swap agreement will be accrued daily (offset
against any amounts owing to the Fund) and any accrued but unpaid net amounts
owed to a swap counterparty will be covered by the maintenance of a segregated
account consisting of cash, U.S. government securities, or other liquid
securities, to avoid leveraging of the Fund's portfolio.
Whether
the Fund's use of swap agreements enhance the Fund's total return will depend on
the Adviser's ability correctly to predict whether certain types of investments
are likely to produce greater returns than other investments. Because they are
two-party contracts and may have terms of greater than seven days, swap
agreements may be considered to be illiquid. Moreover, the Fund bears the risk
of loss of the
amount
expected to be received under a swap agreement in the event of the default or
bankruptcy of a swap agreement counterparty. The Fund's Adviser will cause the
Fund to enter into swap agreements only with counterparties that would be
eligible for consideration as repurchase agreement counterparties under the
Fund's repurchase agreement guidelines. The swap market is a relatively new
market and is largely unregulated. It is possible that developments in the swaps
market, including potential government regulation, could adversely affect the
Fund's ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.
Certain
swap agreements are exempt from most provisions of the CEA and, therefore, are
not regulated as futures or commodity option transactions under the CEA,
pursuant to regulations of the CFTC. To qualify for this exemption, a swap
agreement must be entered into by "eligible participants," which include the
following, provided the participants' total assets exceed established levels: a
bank or trust company, savings association or credit union, insurance company,
investment company subject to regulation under the 1940 Act, commodity pool,
corporation, partnership, proprietorship, organization, trust or other entity,
employee benefit plan, governmental entity, broker-dealer, futures commission
merchant, natural person, or regulated foreign person. To be eligible, natural
persons and most other entities must have total assets exceeding $10 million;
commodity pools and employees benefit plans must have assets exceeding $5
million. In addition, an eligible swap transaction must meet three conditions.
First, the swap agreement may not be part of a fungible class of agreements that
are standardized as to their material economic terms. Second, the
creditworthiness of parties with actual or potential obligations under the swap
agreement must be a material consideration in entering into or determining the
terms of the swap agreement, including pricing, cost or credit enhancement
terms. Third, swap agreements may not be entered into and traded on or through a
multilateral transaction execution facility.
Certain
Investment Techniques and Derivatives Risks.
When
the Fund uses investment techniques such as margin, leverage and short sales,
and forms of financial derivatives, such as options and futures, an investment
in the Fund may be more volatile than investments in other mutual funds.
Although the intention is to use such investment techniques and derivatives to
minimize risk to the Fund, there is the possibility that improper implementation
of such techniques and derivative strategies or unusual market conditions could
result in significant losses to the Fund. Derivatives are used to limit risk in
the Fund or to enhance investment return and have a return tied to a formula
based upon an interest rate, index, price of a security, or other measurement.
Derivatives involve special risks, including: (1) the risk that interest rates,
securities prices and currency markets will not move in the direction that a
portfolio manager anticipates; (2) imperfect correlation between the price of
derivative instruments and movements in the prices of the securities, interest
rates or currencies being hedged; (3) the fact that skills needed to use these
strategies are different than those needed to select portfolio securities; (4)
the possible absence of a liquid secondary market for any particular instrument
and possible exchange imposed price fluctuation limits, either of which may make
it difficult or impossible to close out a position when desired; (5) the risk
that adverse price movements in an instrument can result in a loss substantially
greater than the Fund's initial investment in that instrument (in some cases,
the potential loss in unlimited); (6) particularly in the case of
privately-negotiated instruments, the risk that the counterparty will not
perform its obligations, or that penalties could be incurred for positions held
less than the required minimum holding period, which could leave the Fund worse
off than if it had not entered into the position; and (7) the inability to close
out certain hedged positions to avoid adverse tax consequences. In addition, the
use of derivatives for non-hedging purposes (that is, to seek to increase total
return) is considered a speculative practice and may present an even greater
risk of loss than when used for hedging purposes.
Fixed
Income/Debt/Bond Securities
Yields
on fixed income securities, which the Fund defines to include preferred stock,
are dependent on a variety of factors, including the general conditions of the
money market and other fixed income securities markets, the size of a particular
offering, the maturity of the obligation and the rating of the issue. An
investment in the Fund will be subjected to risk even if all fixed income
securities in the Fund's portfolio are paid in full at maturity. All fixed
income securities, including U.S. Government securities, can change in value
when there is a change in interest rates or the issuer's actual or perceived
creditworthiness or ability to meet its obligations.
There
is normally an inverse relationship between the market value of securities
sensitive to prevailing interest rates and actual changes in interest rates. In
other words, an increase in interest rates produces a decrease in market value.
The longer the remaining maturity (and duration) of a security, the greater will
be the effect of interest rate changes on the market value of that security.
Changes in the ability of an issuer to make payments of interest and principal
and in the markets' perception of an issuer's creditworthiness will also affect
the market value of the debt securities of that issuer. Obligations of issuers
of fixed income securities (including municipal securities) are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Reform Act of 1978. In
addition, the obligations of municipal issuers may become subject to laws
enacted in the future by Congress, state legislatures, or referenda extending
the time for payment of principal and/or interest, or imposing other constraints
upon enforcement of such obligations or upon the ability of municipalities to
levy taxes. Changes in the ability of an issuer to make payments of interest and
principal and in the market's perception of an issuer's creditworthiness will
also affect the market value of the debt securities of that issuer. The
possibility exists, therefore, that, the ability of any issuer to pay, when due,
the principal of and interest on its debt securities may become
impaired.
The
corporate debt securities in which the Fund may invest include corporate bonds
and notes and short-term investments such as commercial paper and variable rate
demand notes. Commercial paper (short-term promissory notes) is issued by
companies to finance their or their affiliate's current obligations and is
frequently unsecured. Variable and floating rate demand notes are unsecured
obligations redeemable upon not more than 30 days' notice. These obligations
include master demand notes that permit investment of fluctuating amounts at
varying rates of interest pursuant to a direct arrangement with the issuer of
the instrument. The issuer of these obligations often has the right, after a
given period, to prepay the outstanding principal amount of the obligations upon
a specified number of days' notice. These obligations generally are not traded,
nor generally is there an established secondary market for these obligations. To
the extent a demand note does not have a 7-day or shorter demand feature and
there is no readily available market for the obligation, it is treated as an
illiquid security.
The
Fund may invest in debt securities, including non-investment grade debt
securities. The following describes some of the risks associated with fixed
income debt securities:
Interest
Rate Risk.
Debt
securities have varying levels of sensitivity to changes in interest rates. In
general, the price of a debt security can fall when interest rates rise and can
rise when interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes although they usually
offer higher yields to compensate investors for the greater risks. The longer
the maturity of the security, the greater the impact a change in interest rates
could have on the security's price. In addition, short-term and long-term
interest rates do not necessarily move in the same amount or the same direction.
Short-term securities tend to react to changes in short-term interest rates and
long-term securities tend to react to changes in long-term interest
rates.
Credit
Risk.
Fixed
income securities of issuers with lower credit quality have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity of those issuers to make principal or
interest payments, as compared to issuers of more highly rated securities of
issuers with higher credit quality.
Extension
Risk.
The
Fund is subject to the risk that an issuer will exercise its right to pay
principal on an obligation held by the Fund (such as mortgage-backed securities)
later than expected. This may happen when there is a rise in interest rates.
These events may lengthen the duration (i.e. interest rate sensitivity) and
potentially reduce the value of these securities.
Prepayment
Risk.
Certain
types of debt securities, such as mortgage-backed securities, have yield and
maturity characteristics corresponding to underlying assets. Unlike traditional
debt securities, which may pay a fixed rate of interest until maturity when the
entire principal amount comes due, payments on certain mortgage-backed
securities may include both interest and a partial payment of principal. Besides
the
scheduled repayment of principal, payments of principal may result from the
voluntary prepayment, refinancing, or foreclosure of the underlying mortgage
loans.
Securities
subject to prepayment are less effective than other types of securities as a
means of "locking in" attractive long-term interest rates. One reason is the
need to reinvest prepayments of principal; another is the possibility of
significant unscheduled prepayments resulting from declines in interest rates.
These prepayments would have to be reinvested at lower rates. As a result, these
securities may have less potential for capital appreciation during periods of
declining interest rates than other securities of comparable maturities,
although they may have a similar risk of decline in market value during periods
of rising interest rates. Prepayments may also significantly shorten the
effective maturities of these securities, especially during periods of declining
interest rates. Conversely, during periods of rising interest rates, a reduction
in prepayments may increase the effective maturities of these securities,
subjecting them to a greater risk of decline in market value in response to
rising interest rates than traditional debt securities, and, therefore,
potentially increasing the volatility of the Fund.
At
times, some of the mortgage-backed securities in which the Fund may invest will
have higher than market interest rates and therefore will be purchased at a
premium above their par value. Prepayments may cause losses in securities
purchased at a premium, as unscheduled prepayments, which are made at par, will
cause the Fund to experience a loss equal to any unamortized
premium.
Bitcoin
Futures
Futures
contracts are financial contracts the value of which depends on, or is derived
from, the underlying reference asset. In the case of Bitcoin Futures, the
underlying reference asset is bitcoin. Futures contracts may be
physically-settled or cash-settled. The only futures contracts in which the Fund
invests are cash-settled Bitcoin Futures. “Cash-settled” means that when the
relevant futures contract expires, if the value of the underlying asset exceeds
the futures contract price, the seller pays to the purchaser cash in the amount
of that excess, and if the futures contract price exceeds the value of the
underlying asset, the purchaser pays to the seller cash in the amount of that
excess. In a cash-settled futures contract on bitcoin, the amount of cash to be
paid is equal to the difference between the value of the bitcoin underlying the
futures contract at the close of the last trading day of the contract and the
futures contract price specified in the agreement. The CME has specified that
the value of bitcoin underlying Bitcoin Futures traded on the CME will be
determined by reference to a volume-weighted average of bitcoin trading prices
on multiple bitcoin trading platforms. Margin requirements for Bitcoin Futures
traded on the CME or other futures exchanges may be substantially higher than
margin requirements for many other types of futures contracts. If the Fund is
unable to meet its investment objective, the Fund’s returns may be lower than
expected. Additionally, these collateral requirements may require the Fund to
liquidate its position when it otherwise would not do so.
Futures
contracts exhibit “futures basis,” which refers to the difference between the
current market value of the underlying bitcoin (the “spot” price) and the price
of the cash-settled futures contracts. A negative futures basis exists when
cash-settled bitcoin futures contracts generally trade at a premium to the
current market value of bitcoin. If a negative futures basis exists, the Fund’s
investments in bitcoin futures contracts will generally underperform a direct
investment in bitcoin.
Ethereum
(ETH) Futures
Futures
contracts are financial contracts the value of which depends on, or is derived
from, the underlying reference asset. In the case of ETH Futures, the underlying
reference asset is ETH. Futures contracts may be physically-settled or
cash-settled. The only futures contracts in which the Fund invests are
cash-settled ETH Futures. “Cash-settled” means that when the relevant futures
contract expires, if the value of the underlying asset exceeds the futures
contract price, the seller pays to the purchaser cash in the amount of that
excess, and if the futures contract price exceeds the value of the underlying
asset, the purchaser pays to the seller cash in the amount of that excess. In a
cash-settled futures contract on ETH, the amount of cash to be paid is equal to
the difference between the value of the ETH underlying the futures contract at
the close of the last trading day of the contract and the futures contract price
specified
in
the agreement. The CME has specified that the value of ETH underlying ETH
Futures traded on the CME will be determined by reference to a volume-weighted
average of ETH trading prices on multiple trading platforms. Margin requirements
for ETH Futures traded on the CME or other futures exchanges may be
substantially higher than margin requirements for many other types of futures
contracts. If the Fund is unable to meet its investment objective, the Fund’s
returns may be lower than expected. Additionally, these collateral requirements
may require the Fund to liquidate its position when it otherwise would not do
so.
Futures
contracts exhibit “futures basis,” which refers to the difference between the
current market value of the underlying ETH (the “spot” price) and the price of
the cash-settled futures contracts. A negative futures basis exists when
cash-settled ETH futures contracts generally trade at a premium to the current
market value of ETH. If a negative futures basis exists, the Fund’s investments
in ETH futures contracts will generally underperform a direct investment in ETH,
and, therefore, it may be more difficult for the Fund to maintain the Target
Exposure.
Certificates
of Deposit and Bankers' Acceptances
The
Fund may invest in certificates of deposit and bankers' acceptances, which are
considered to be short-term money market instruments.
Certificates
of deposit are receipts issued by a depository institution in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.
Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by a bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.
Commercial
Paper
The
Fund may purchase commercial paper. Commercial paper consists of short-term
(usually from 1 to 270 days) unsecured promissory notes issued by corporations
in order to finance their current operations. It may be secured by letters of
credit, a surety bond or other forms of collateral. Commercial paper is usually
repaid at maturity by the issuer from the proceeds of the issuance of new
commercial paper. As a result, investment in commercial paper is subject to the
risk the issuer cannot issue enough new commercial paper to satisfy its
outstanding commercial paper, also known as rollover risk. Commercial paper may
become illiquid or may suffer from reduced liquidity in certain circumstances.
Like all fixed income securities, commercial paper prices are susceptible to
fluctuations in interest rates. If interest rates rise, commercial paper prices
will decline. The short-term nature of a commercial paper investment makes it
less susceptible to interest rate risk than many other fixed income securities
because interest rate risk typically increases as maturity lengths increase.
Commercial paper tends to yield smaller returns than longer-term corporate debt
because securities with shorter maturities typically have lower effective yields
than those with longer maturities. As with all fixed income securities, there is
a chance that the issuer will default on its commercial paper
obligation.
Time
Deposits and Variable Rate Notes
The
Fund may invest in fixed time deposits, whether or not subject to withdrawal
penalties.
The
commercial paper obligations, which the Fund may buy are unsecured and may
include variable rate notes. The nature and terms of a variable rate note (i.e.,
a "Master Note") permit the Fund to invest
fluctuating
amounts at varying rates of interest pursuant to a direct arrangement between
the Fund as Lender, and the issuer, as borrower. It permits daily changes in the
amounts borrowed. The Fund has the right at any time to increase, up to the full
amount stated in the note agreement, or to decrease the amount outstanding under
the note. The issuer may prepay at any time and without penalty any part of or
the full amount of the note. The note may or may not be backed by one or more
bank letters of credit. Because these notes are direct lending arrangements
between the Fund and the issuer, it is not generally contemplated that they will
be traded; moreover, there is currently no secondary market for them. Except as
specifically provided in the Prospectus, there is no limitation on the type of
issuer from whom these notes may be purchased; however, in connection with such
purchase and on an ongoing basis, the Fund's Adviser will consider the earning
power, cash flow and other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation in which all holders
of such notes made demand simultaneously. Variable rate notes are subject to the
Fund's investment restriction on illiquid securities unless such notes can be
put back to the issuer on demand within seven days.
Insured
Bank Obligations
The
Fund may invest in insured bank obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of federally insured banks and savings
and loan associations (collectively referred to as "banks") up to $250,000. The
Fund may purchase bank obligations that are fully insured as to principal by the
FDIC. Currently, to remain fully insured as to principal, these investments must
be limited to $250,000 per bank; if the principal amount and accrued interest
together exceed $250,000, the excess principal and accrued interest will not be
insured. Insured bank obligations may have limited marketability.
High
Yield Securities
The
Fund may invest in high yield securities. High yield, high risk bonds are
securities that are generally rated below investment grade by the primary rating
agencies (BB+ or lower by S&P and Ba1 or lower by Moody's). Other terms used
to describe such securities include "lower rated bonds," "non-investment grade
bonds," "below investment grade bonds," and "junk bonds." These securities are
considered to be high-risk investments. The risks include the
following:
Greater
Risk of Loss.
These securities are regarded as predominately speculative. There is a greater
risk that issuers of lower rated securities will default than issuers of higher
rated securities. Issuers of lower rated securities generally are less
creditworthy and may be highly indebted, financially distressed, or bankrupt.
These issuers are more vulnerable to real or perceived economic changes,
political changes or adverse industry developments. In addition, high yield
securities are frequently subordinated to the prior payment of senior
indebtedness. If an issuer fails to pay principal or interest, the Fund would
experience a decrease in income and a decline in the market value of its
investments.
Sensitivity
to Interest Rate and Economic Changes. The
income and market value of lower-rated securities may fluctuate more than higher
rated securities. Although non-investment grade securities tend to be less
sensitive to interest rate changes than investment grade securities,
non-investment grade securities are more sensitive to short-term corporate,
economic and market developments. During periods of economic uncertainty and
change, the market price of the investments in lower-rated securities may be
volatile. The default rate for high yield bonds tends to be cyclical, with
defaults rising in periods of economic downturn.
Valuation
Difficulties.
It
is often more difficult to value lower rated securities than higher rated
securities. If an issuer's financial condition deteriorates, accurate financial
and business information may be limited or unavailable. In addition, the lower
rated investments may be thinly traded and there may be no established secondary
market. Because of the lack of market pricing and current information for
investments in lower rated securities, valuation of such investments is much
more dependent on judgment than is the case with higher rated
securities.
Liquidity.
There
may be no established secondary or public market for investments in lower rated
securities. Such securities are frequently traded in markets that may be
relatively less liquid than the
market
for higher rated securities. In addition, relatively few institutional
purchasers may hold a major portion of an issue of lower-rated securities at
times. As a result, the Fund may be required to sell investments at substantial
losses or retain them indefinitely when an issuer's financial condition is
deteriorating.
Credit
Quality.
Credit
quality of non-investment grade securities can change suddenly and unexpectedly,
and even recently-issued credit ratings may not fully reflect the actual risks
posed by a particular high-yield security.
New
Legislation. Future
legislation may have a possible negative impact on the market for high yield,
high risk investments. As an example, in the late 1980's, legislation required
federally-insured savings and loan associations to divest their investments in
high yield, high risk bonds. New legislation, if enacted, could have a material
negative effect on the Fund's investments in lower rated securities. High yield,
high risk investments may include the following:
Straight
fixed-income debt securities.
These
include bonds and other debt obligations that bear a fixed or variable rate of
interest payable at regular intervals and have a fixed or resettable maturity
date. The particular terms of such securities vary and may include features such
as call provisions and sinking funds.
Zero-coupon
debt securities.
These bear no interest obligation but are issued at a discount from their value
at maturity. When held to maturity, their entire return equals the difference
between their issue price and their maturity value.
Zero-fixed-coupon
debt securities.
These are zero-coupon debt securities that convert on a specified date to
interest-bearing debt securities.
Pay-in-kind
bonds.
These are bonds which allow the issuer, at its option, to make current interest
payments on the bonds either in cash or in additional bonds. These bonds are
typically sold without registration under the Securities Act of 1933, as amended
("1933 Act"), usually to a relatively small number of institutional
investors.
Convertible
Securities.
These are bonds or preferred stock that may be converted to common
stock.
Preferred
Stock.
These are stocks that generally pay a dividend at a specified rate and have
preference over common stock in the payment of dividends and in
liquidation.
Loan
Participations and Assignments.
These are participations in, or assignments of all or a portion of loans to
corporations or to governments, including governments of less-developed
countries.
Securities
issued in connection with Reorganizations and Corporate
Restructurings.
In
connection with reorganizing or restructuring of an issuer, an issuer may issue
common stock or other securities to holders of its debt securities. The Fund may
hold such common stock and other securities even if it does not invest in such
securities.
Municipal
Government Obligations
In
general, municipal obligations are debt obligations issued by or on behalf of
states, territories and possessions of the United States (including the District
of Columbia) and their political subdivisions, agencies and instrumentalities.
Municipal obligations generally include debt obligations issued to obtain funds
for various public purposes. Certain types of municipal obligations are issued
in whole or in part to obtain funding for privately operated facilities or
projects. Municipal obligations include general obligation bonds, revenue bonds,
industrial development bonds, notes and municipal lease obligations.
Municipal obligations also include additional obligations, the interest on
which is exempt from federal income tax that may become available in the future
as long as the Board of the Fund determines that an investment in any such type
of obligation is consistent with the Fund's investment objectives. Municipal
obligations
may
be fully or partially backed by local government, the credit of a private
issuer, current or anticipated revenues from a specific project or specific
assets or domestic or foreign entities providing credit support such as letters
of credit, guarantees or insurance.
Bonds
and Notes.
General obligation bonds are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of interest and principal. Revenue bonds
are payable only from the revenues derived from a project or facility or from
the proceeds of a specified revenue source. Industrial development bonds are
generally revenue bonds secured by payments from and the credit of private
users. Municipal notes are issued to meet the short-term funding requirements of
state, regional and local governments. Municipal notes include tax anticipation
notes, bond anticipation notes, revenue anticipation notes, tax and revenue
anticipation notes, construction loan notes, short-term discount notes,
tax-exempt commercial paper, demand notes and similar instruments.
Municipal
Lease Obligations.
Municipal
lease obligations may take the form of a lease, an installment purchase or a
conditional sales contract. They are issued by state and local governments and
authorities to acquire land, equipment and facilities, such as vehicles,
telecommunications and computer equipment and other capital assets. The Fund may
invest in Investment Companies that purchase these lease obligations directly,
or it may purchase participation interests in such lease obligations. States
have different requirements for issuing municipal debt and issuing municipal
leases. Municipal leases are generally subject to greater risks than general
obligation or revenue bonds because they usually contain a "non-appropriation"
clause, which provides that the issuer is not obligated to make payments on the
obligation in future years unless funds have been appropriated for this purpose
each year. Such non-appropriation clauses are required to avoid the municipal
lease obligations from being treated as debt for state debt restriction
purposes. Accordingly, such obligations are subject to "non-appropriation" risk.
Municipal leases may be secured by the underlying capital asset and it may be
difficult to dispose of any such asset in the event of non-appropriation or
other default.
United
States Government Obligations
These
consist of various types of marketable securities issued by the United States
Treasury, i.e., bills, notes and bonds. Such securities are direct obligations
of the United States government and differ mainly in the length of their
maturity. Treasury bills, the most frequently issued marketable government
security, have a maturity of up to one year and are issued on a discount basis.
The Fund may also invest in Treasury Inflation-Protected Securities ("TIPS").
TIPS are special types of treasury bonds that were created in order to offer
bond investors protection from inflation. The values of the TIPS are
automatically adjusted to the inflation rate as measured by the Consumer Price
Index ("CPI"). If the CPI goes up by half a percent, the value of the bond (the
TIPS) would also go up by half a percent. If the CPI falls, the value of the
bond does not fall because the government guarantees that the original
investment will stay the same. TIPS decline in value when real interest rates
rise. However, in certain interest rate environments, such as when real interest
rates are rising faster than nominal interest rates, TIPS may experience greater
losses than other fixed income securities with similar duration.
United
States Government Agency Issues
These
consist of debt securities issued by agencies and instrumentalities of the
United States government, including the various types of instruments currently
outstanding or which may be offered in the future. Agencies include, among
others, the Federal Housing Administration, Government National Mortgage
Association ("GNMA"), Farmer's Home Administration, Export-Import Bank of the
United States, Maritime Administration, and General Services Administration.
Instrumentalities include, for example, each of the Federal Home Loan Banks, the
National Bank for Cooperatives, the Federal Home Loan Mortgage Corporation
("FHLMC"), the Farm Credit Banks, the Federal National Mortgage Association
("FNMA"), and the United States Postal Service. These securities are either: (i)
backed by the full faith and credit of the United States government (e.g.,
United States Treasury Bills); (ii) guaranteed by the United States Treasury
(e.g., GNMA mortgage-backed securities); (iii) supported by the issuing agency's
or instrumentality's right to borrow from the United States Treasury (e.g., FNMA
Discount Notes); or (iv) supported only by the issuing agency's or
instrumentality's own credit (e.g., Tennessee Valley
Association).
On September 7, 2008, the U.S. Treasury Department and the Federal Housing
Finance Authority (the "FHFA") announced that FNMA and FHLMC had been placed
into conservatorship, a statutory process designed to stabilize a troubled
institution with the objective of returning the entity to normal business
operations. The U.S. Treasury Department and the FHFA at the same time
established a secured lending facility and a Secured Stock Purchase Agreement
with both FNMA and FHLMC to ensure that each entity had the ability to fulfill
its financial obligations. The FHFA announced that it does not anticipate
any disruption in pattern of payments or ongoing business operations of FNMA and
FHLMC.
Government-related
guarantors (i.e. not backed by the full faith and credit of the United States
Government) include FNMA and FHLMC. FNMA is a government-sponsored corporation
owned entirely by private stockholders. It is subject to general regulation by
the Secretary of Housing and Urban Development. FNMA purchases conventional
(i.e., not insured or guaranteed by any government agency) residential mortgages
from a list of approved seller/servicers which include state and federally
chartered savings and loan associations, mutual savings banks, commercial banks
and credit unions and mortgage bankers. Pass-through securities issued by FNMA
are guaranteed as to timely payment of principal and interest by FNMA but are
not backed by the full faith and credit of the United States Government.
FHLMC
was created by Congress in 1970 for the purpose of increasing the availability
of mortgage credit for residential housing. It is a government-sponsored
corporation formerly owned by the twelve Federal Home Loan Banks and now owned
entirely by private stockholders. FHLMC issues Participation Certificates
("PCs"), which represent interests in conventional mortgages from FHLMC's
national portfolio. FHLMC guarantees the timely payment of interest and ultimate
collection of principal, but PCs are not backed by the full faith and credit of
the United States Government. Commercial banks, savings and loan institutions,
private mortgage insurance companies, mortgage bankers and other secondary
market issuers also create pass-through pools of conventional residential
mortgage loans. Such issuers may, in addition, be the originators and/or
servicers of the underlying mortgage loans as well as the guarantors of the
mortgage-related securities. Pools created by such nongovernmental issuers
generally offer a higher rate of interest than government and government-related
pools because there are no direct or indirect government or agency guarantees of
payments in the former pools. However, timely payment of interest and principal
of these pools may be supported by various forms of insurance or guarantees,
including individual loan, title, pool and hazard insurance and letters of
credit. The insurance and guarantees are issued by governmental entities,
private insurers and the mortgage poolers.
Mortgage
Pass-Through Securities
Interests
in pools of mortgage pass-through securities differ from other forms of debt
securities (which normally provide periodic payments of interest in fixed
amounts and the payment of principal in a lump sum at maturity or on specified
call dates). Instead, mortgage pass-through securities provide monthly payments
consisting of both interest and principal payments. In effect, these payments
are a "pass-through" of the monthly payments made by the individual borrowers on
the underlying residential mortgage loans, net of any fees paid to the issuer or
guarantor of such securities. Unscheduled payments of principal may be made if
the underlying mortgage loans are repaid or refinanced or the underlying
properties are foreclosed, thereby shortening the securities' weighted average
life. Some mortgage pass-through securities (such as securities guaranteed by
GNMA) are described as "modified pass-through securities." These securities
entitle the holder to receive all interest and principal payments owed on the
mortgage pool, net of certain fees, on the scheduled payment dates regardless of
whether the mortgagor actually makes the payment.
The
principal governmental guarantor of mortgage pass-through securities is GNMA.
GNMA is authorized to guarantee, with the full faith and credit of the U.S.
Treasury, the timely payment of principal and interest on securities issued by
lending institutions approved by GNMA (such as savings and loan institutions,
commercial banks and mortgage bankers) and backed by pools of mortgage loans.
These mortgage loans are either insured by the Federal Housing Administration or
guaranteed by the Veterans Administration. A "pool" or group of such mortgage
loans is assembled and after being approved by GNMA, is offered to investors
through securities dealers.
Government-related
guarantors of mortgage pass-through securities (i.e., not backed by the full
faith and credit of the U.S. Treasury) include FNMA and FHLMC. FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional (i.e., not insured or guaranteed by any government
agency) residential mortgages from a list of approved sellers/servicers which
include state and federally chartered savings and loan associations, mutual
savings banks, commercial banks and credit unions and mortgage bankers. Mortgage
pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA but are not backed by the full faith and credit
of the U.S. Treasury.
Commercial
banks, savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers also create pass-through
pools of conventional residential mortgage loans. Such issuers may, in addition,
be the originators and/or servicers of the underlying mortgage loans as well as
the guarantors of the mortgage pass-through securities. The Fund does not
purchase interests in pools created by such non-governmental issuers.
Resets.
The interest rates paid on the Adjustable Rate Mortgage Securities ("ARMs") in
which the Fund may invest generally are readjusted or reset at intervals of one
year or less to an increment over some predetermined interest rate index. There
are two main categories of indices: those based on U.S. Treasury securities and
those derived from a calculated measure, such as a cost of funds index or a
moving average of mortgage rates. Commonly utilized indices include the one-year
and five-year constant maturity Treasury Note rates, the three-month Treasury
Bill rate, the 180-day Treasury Bill rate, rates on longer-term Treasury
securities, the National Median Cost of Funds, the one-month or three-month
London Interbank Offered Rate (LIBOR), the prime rate of a specific bank, or
commercial paper rates. Some indices, such as the one-year constant maturity
Treasury Note rate, closely mirror changes in market interest rate levels.
Others tend to lag changes in market rate levels and tend to be somewhat less
volatile.
Caps
and Floors.
The
underlying mortgages which collateralize the ARMs in which the Fund invests will
frequently have caps and floors which limit the maximum amount by which the loan
rate to the residential borrower may change up or down: (1) per reset or
adjustment interval, and (2) over the life of the loan. Some residential
mortgage loans restrict periodic adjustments by limiting changes in the
borrower's monthly principal and interest payments rather than limiting interest
rate changes. These payment caps may result in negative amortization. The value
of mortgage securities in which the Fund invests may be affected if market
interest rates rise or fall faster and farther than the allowable caps or floors
on the underlying residential mortgage loans. Additionally, even though the
interest rates on the underlying residential mortgages are adjustable,
amortization and prepayments may occur, thereby causing the effective maturities
of the mortgage securities in which the Fund invests to be shorter than the
maturities stated in the underlying mortgages.
Foreign
Securities
The
Fund may invest in securities of foreign issuers and ETFs and other investment
companies that hold a portfolio of foreign securities. Investing in securities
of foreign companies and countries involves certain considerations and risks
that are not typically associated with investing in U.S. government securities
and securities of domestic companies. There may be less publicly available
information about a foreign issuer than a domestic one, and foreign companies
are not generally subject to uniform accounting, auditing and financial
standards and requirements comparable to those applicable to U.S. companies.
There may also be less government supervision and regulation of foreign
securities exchanges, brokers and listed companies than exists in the United
States. Interest and dividends paid by foreign issuers may be subject to
withholding and other foreign taxes, which may decrease the net return on such
investments as compared to dividends and interest paid to the Fund by domestic
companies or the U.S. government. There may be the possibility of
expropriations, seizure or nationalization of foreign deposits, confiscatory
taxation, political, economic or social instability or diplomatic developments
that could affect assets of the Fund held in foreign countries. Finally, the
establishment of exchange controls or other foreign governmental laws or
restrictions could adversely affect the payment of obligations.
To
the extent the Fund's currency exchange transactions do not fully protect the
Fund against adverse changes in currency exchange rates, decreases in the value
of currencies of the foreign countries in which the Fund will invest relative to
the U.S. dollar will result in a corresponding decrease in the U.S. dollar value
of the Fund's assets denominated in those currencies (and possibly a
corresponding increase in the amount of securities required to be liquidated to
meet distribution requirements). Conversely, increases in the value of
currencies of the foreign countries in which the Fund invests relative to the
U.S. dollar will result in a corresponding increase in the U.S. dollar value of
the Fund's assets (and possibly a corresponding decrease in the amount of
securities to be liquidated).
Emerging
Markets Securities.
The Fund may purchase securities of emerging market issuers and ETFs and other
closed end funds that invest in emerging market securities. Investing in
emerging market securities imposes risks different from, or greater than, risks
of investing in foreign developed countries. These risks include: smaller market
capitalization of securities markets, which may suffer periods of relative
illiquidity; significant price volatility; restrictions on foreign investment;
possible repatriation of investment income and capital. In addition, foreign
investors may be required to register the proceeds of sales; future economic or
political crises could lead to price controls, forced mergers, expropriation or
confiscatory taxation, seizure, nationalization, or creation of government
monopolies. The currencies of emerging market countries may experience
significant declines against the U.S. dollar, and devaluation may occur
subsequent to investments in these currencies by the Fund. Inflation and rapid
fluctuations in inflation rates have had, and may continue to have, negative
effects on the economies and securities markets of certain emerging market
countries.
Additional
risks of emerging markets securities may include: greater social, economic and
political uncertainty and instability; more substantial governmental involvement
in the economy; less governmental supervision and regulation; unavailability of
currency hedging techniques; companies that are newly organized and small;
differences in auditing and financial reporting standards, which may result in
unavailability of material information about issuers; and less developed legal
systems. In addition, emerging securities markets may have different clearance
and settlement procedures, which may be unable to keep pace with the volume of
securities transactions or otherwise make it difficult to engage in such
transactions. Settlement problems may cause a Fund to miss attractive investment
opportunities, hold a portion of its assets in cash pending investment, or be
delayed in disposing of a portfolio security. Such a delay could result in
possible liability to a purchaser of the security.
Illiquid
and Restricted Securities
The
Fund may invest up to 15% of its net assets in illiquid securities. Illiquid
securities include securities subject to contractual or legal restrictions on
resale (e.g., because they have not been registered under the Securities Act of
1933, as amended (the "Securities Act")) and securities that are otherwise not
readily marketable (e.g., because trading in the security is suspended or
because market makers do not exist or will not entertain bids or offers).
Securities that have not been registered under the Securities Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Foreign securities that are freely
tradable in their principal markets are not considered to be illiquid.
Restricted
and other illiquid securities may be subject to the potential for delays on
resale and uncertainty in valuation. The Fund might be unable to dispose of
illiquid securities promptly or at reasonable prices and might thereby
experience difficulty in satisfying redemption requests from shareholders. The
Underlying Fund might have to register restricted securities in order to dispose
of them, resulting in additional expense and delay. Adverse market conditions
could impede such a public offering of securities.
A
large institutional market exists for certain securities that are not registered
under the Securities Act, including foreign securities. The fact that there are
contractual or legal restrictions on resale to the general public or to certain
institutions may not be indicative of the liquidity of such investments. Rule
144A under the Securities Act allows such a broader institutional trading market
for securities otherwise subject to
restrictions
on resale to the general public. Rule 144A establishes a "safe harbor" from the
registration requirements of the Securities Act for resale of certain securities
to qualified institutional buyers. Rule 144A has produced enhanced liquidity for
many restricted securities, and market liquidity for such securities may
continue to expand as a result of this regulation and the consequent existence
of the PORTAL system, which is an automated system for the trading, clearance
and settlement of unregistered securities of domestic and foreign issuers
sponsored by NASDAQ.
Under
guidelines adopted by the Board, the Adviser of the Fund may determine that
particular Rule 144A securities, and commercial paper issued in reliance on the
private placement exemption from registration afforded by Section 4(a)(2) of the
Securities Act, are liquid even though they are not registered. A determination
of whether such a security is liquid or not is a question of fact. In making
this determination, the Adviser will consider, as it deems appropriate under the
circumstances and among other factors: (1) the frequency of trades and quotes
for the security; (2) the number of dealers willing to purchase or sell the
security; (3) the number of other potential purchasers of the security; (4)
dealer undertakings to make a market in the security; (5) the nature of the
security (e.g., debt or equity, date of maturity, terms of dividend or interest
payments, and other material terms) and the nature of the marketplace trades
(e.g., the time needed to dispose of the security, the method of soliciting
offers, and the mechanics of transfer); and (6) the rating of the security and
the financial condition and prospects of the issuer. In the case of commercial
paper, the Adviser will also determine that the paper (1) is not traded flat or
in default as to principal and interest, and (2) is rated in one of the two
highest rating categories by at least two Nationally Recognized Statistical
Rating Organization ("NRSRO") or, if only one NRSRO rates the security, by that
NRSRO, or, if the security is unrated, the Adviser determines that it is of
equivalent quality.
Rule
144A securities and Section 4(a)(2) commercial paper that have been deemed
liquid as described above will continue to be monitored by the Fund's Adviser to
determine if the security is no longer liquid as the result of changed
conditions. Investing in Rule 144A securities or Section 4(a)(2) commercial
paper could have the effect of increasing the amount of the Fund's assets
invested in illiquid securities if institutional buyers are unwilling to
purchase such securities.
Repurchase
Agreements
The
Fund may enter into repurchase agreements. In a repurchase agreement, an
investor (such as the Fund) purchases a security (known as the "underlying
security") from a securities dealer or bank. Any such dealer or bank must be
deemed creditworthy by the Adviser. At that time, the bank or securities dealer
agrees to repurchase the underlying security at a mutually agreed upon price on
a designated future date. The repurchase price may be higher than the purchase
price, the difference being income to the Fund, or the purchase and repurchase
prices may be the same, with interest at an agreed upon rate due to the Fund on
repurchase. In either case, the income to the Fund generally will be unrelated
to the interest rate on the underlying securities. Repurchase agreements must be
"fully collateralized," in that the market value of the underlying securities
(including accrued interest) must at all times be equal to or greater than the
repurchase price. Therefore, a repurchase agreement can be considered a loan
collateralized by the underlying securities.
Repurchase
agreements are generally for a short period of time, often less than a week, and
will generally be used by the Fund to invest excess cash or as part of a
temporary defensive strategy. Repurchase agreements that do not provide for
payment within seven days will be treated as illiquid securities. In the event
of a bankruptcy or other default by the seller of a repurchase agreement, the
Fund could experience both delays in liquidating the underlying security and
losses. These losses could result from: (a) possible decline in the value of the
underlying security while the Fund is seeking to enforce its rights under the
repurchase agreement; (b) possible reduced levels of income or lack of access to
income during this period; and (c) expenses of enforcing its rights.
When-Issued,
Forward Commitments and Delayed Settlements
The
Fund may purchase and sell securities on a when-issued, forward commitment or
delayed settlement basis. In this event, the Custodian (as defined under the
section entitled "Custodian") will segregate liquid
assets
equal to the amount of the commitment in a separate account. Normally, the
Custodian will set aside portfolio securities to satisfy a purchase commitment.
In such a case, the Fund may be required subsequently to segregate additional
assets in order to assure that the value of the account remains equal to the
amount of the Fund's commitment. It may be expected that the Fund's net assets
will fluctuate to a greater degree when it sets aside portfolio securities to
cover such purchase commitments than when it sets aside cash.
The
Fund does not intend to engage in these transactions for speculative purposes
but only in furtherance of its investment objectives. Because the Fund will
segregate liquid assets to satisfy its purchase commitments in the manner
described, the Fund's liquidity and the ability of the Fund's Adviser to manage
them may be affected in the event the Fund's forward commitments, commitments to
purchase when-issued securities and delayed settlements ever exceeded 15% of the
value of its net assets.
The
Fund will purchase securities on a when-issued, forward commitment or delayed
settlement basis only with the intention of completing the transaction. If
deemed advisable as a matter of investment strategy, however, the Fund may
dispose of or renegotiate a commitment after it is entered into, and may sell
securities it has committed to purchase before those securities are delivered to
the Fund on the settlement date. In these cases, the Fund may realize a taxable
capital gain or loss. When the Fund engages in when-issued, forward commitment
and delayed settlement transactions, it relies on the other party to consummate
the trade. Failure of such party to do so may result in the Fund incurring a
loss or missing an opportunity to obtain a price credited to be
advantageous.
The
market value of the securities underlying a when-issued purchase, forward
commitment to purchase securities, or a delayed settlement and any subsequent
fluctuations in their market value is taken into account when determining the
market value of the Fund starting on the day the Fund agrees to purchase the
securities. The Fund does not earn interest on the securities it has committed
to purchase until it has paid for and delivered on the settlement
date.
Lending
Portfolio Securities
For
the purpose of achieving income, the Fund may lend its portfolio securities,
provided (1) the loan is secured continuously by collateral consisting of U.S.
Government securities or cash or cash equivalents (cash, U.S. Government
securities, negotiable certificates of deposit, bankers' acceptances or letters
of credit) maintained on a daily mark-to-market basis in an amount at least
equal to the current market value of the securities loaned, (2) the Fund may at
any time call the loan and obtain the return of securities loaned, (3) the Fund
will receive any interest or dividends received on the loaned securities, and
(4) the aggregate value of the securities loaned will not at any time exceed
one-third of the total assets of the Fund, measured after the borrowing occurs.
Short
Sales
The
Fund may sell securities short. A short sale is a transaction in which the Fund
sells a security it does not own or have the right to acquire (or that it owns
but does not wish to deliver) in anticipation that the market price of that
security will decline.
When
the Fund makes a short sale, the broker-dealer through which the short sale is
made must borrow the security sold short and deliver it to the party purchasing
the security. The Fund is required to make a margin deposit in connection with
such short sales; the Fund may have to pay a fee to borrow particular securities
and will often be obligated to pay over any dividends and accrued interest on
borrowed securities.
If
the price of the security sold short increases between the time of the short
sale and the time the Fund covers its short position, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a 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 the Fund sells securities short, 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 cash, U.S. government
securities or other liquid securities with its custodian in a segregated account
in an amount at least equal to the difference between the current market value
of the securities sold short and any amounts required to be deposited as
collateral with the selling broker (not including the proceeds of the short
sale). A short sale is "against the box" to the extent the Fund
contemporaneously owns, or has the right to obtain at no added cost, securities
identical to those sold short.
Wholly-Owned
Subsidiaries
The
Macro Strategies Fund, the Commodities Strategy Fund, and the Market Trend Fund
may each invest up to 25% of its total assets in a wholly-owned and controlled
Cayman Islands subsidiary (each a "Subsidiary"), which is expected to invest
through underlying commodity pools, swap contracts, structured notes, commodity
and financial futures and option contracts, as well as equity and fixed income
securities and other investments intended to serve as margin or collateral for
the Subsidiary's derivatives positions. As a result, the Fund may be
considered to be investing indirectly in these investments through the
Subsidiary. For that reason, and for the sake of convenience, references
in this SAI to the Fund may also include the Subsidiary.
Each
Subsidiary will not be registered under the 1940 Act but, will be subject to
certain of the investor protections of that Act, as noted in this SAI. The Fund,
as the sole shareholder of the relevant Subsidiary, will not have all of the
protections offered to investors in registered investment companies. However,
since the Fund wholly owns and controls the Subsidiary, and the Fund and
Subsidiary are both managed by the Adviser, it is unlikely that the Subsidiary
will take action contrary to the interests of the Fund or its shareholders.
The Fund's Board has oversight responsibility for the investment
activities of the Fund, including its investment in the Subsidiary, and the
Fund's role as the sole shareholder of the Subsidiary. Also, in managing the
Subsidiary's portfolio, the Adviser will be subject to the same investment
restrictions and operational guidelines that apply to the management of the
Fund, including any collateral or segregation requirements in connection with
various investment strategies.
Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the Subsidiary, respectively, are organized, could result in the inability
of the Fund and/or the Subsidiary to operate as described in this SAI and could
negatively affect the Fund and its shareholders. For example, the Cayman
Islands does not currently impose any income, corporate or capital gains tax,
estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary.
If Cayman Islands law changes such that the Subsidiary must pay Cayman
Islands taxes, Fund shareholders would likely suffer decreased investment
returns.
Cybersecurity
and Operational Risk
With
the increased use of technologies such as the Internet to conduct business, the
Funds and their service providers are susceptible to operational, information
security and related risks. In general, cyber incidents can result from
deliberate attacks or unintentional events. Cyber attacks include, but are not
limited to, gaining unauthorized access to digital systems (e.g., through
“hacking” or malicious software coding) for purposes of misappropriating assets
or sensitive information, corrupting data, or causing operational disruption.
Cyber attacks may also be carried out in a manner that does not require gaining
unauthorized access, such as causing denial-of-service attacks on websites
(i.e., efforts to make network services unavailable to intended users). Cyber
incidents affecting the Funds or their service providers may cause disruptions
and impact business operations, potentially resulting in financial losses,
interference with a Fund’s ability to calculate its NAV, impediments to trading,
the inability of fund shareholders to transact business, violations of
applicable privacy and other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation costs, or additional compliance
costs. Similar adverse consequences could result from cyber incidents affecting
issuers of securities in which a fund invests, counterparties with which a Fund
engages in transactions, governmental and other regulatory authorities, exchange
and other financial market operators, banks, brokers, dealers, insurance
companies
and other financial institutions (including financial intermediaries and service
providers for fund shareholders) and other parties. In addition, substantial
costs may be incurred in order to prevent any cyber incidents in the future.
While the Funds’ service providers have established business continuity plans in
the event of, and risk management systems to prevent, such cyber incidents,
there are inherent limitations in such plans and systems including the
possibility that certain risks have not been identified. Furthermore, the Funds
cannot control the cyber security plans and systems put in place by their
service providers or any other third parties whose operations may affect a Fund
or its shareholders. A Fund and its shareholders could be negatively impacted as
a result.
INVESTMENT
RESTRICTIONS
The
Funds have adopted the following investment restrictions that may not be changed
without approval by a "majority of the outstanding shares" of the Funds which,
as used in this SAI, means the vote of the lesser of (a) 67% or more of the
shares of the Fund represented at a meeting, if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy, or (b)
more than 50% of the outstanding shares of the Fund.
1.Borrowing
Money.
Each Fund will not borrow money, except: (a) from a bank, provided that
immediately after such borrowing there is an asset coverage of 300% for all
borrowings of the Fund; or (b) from a bank or other persons for temporary
purposes only, provided that such temporary borrowings are in an amount not
exceeding 5% of the Fund's total assets at the time when the borrowing is made.
2.Senior
Securities.
The Funds will not issue senior securities. This limitation is not applicable to
activities that may be deemed to involve the issuance or sale of a senior
security by a Fund, provided that the Fund's engagement in such activities is
consistent with or permitted by the 1940 Act, the rules and regulations
promulgated thereunder or interpretations of the SEC or its staff.
3.Underwriting.
The Funds will not act as underwriter of securities issued by other persons.
This limitation is not applicable to the extent that, in connection with the
disposition of portfolio securities (including restricted securities), a Fund
may be deemed an underwriter under certain federal securities laws.
4.Real
Estate.
The Funds will not purchase or sell real estate. This limitation is not
applicable to investments in marketable securities that are secured by or
represent interests in real estate. This limitation does not preclude a Fund
from investing in mortgage-related securities or investing in companies engaged
in the real estate business or that have a significant portion of their assets
in real estate (including real estate investment trusts).
5.Commodities.
The Funds will not purchase or sell commodities unless acquired as a result of
ownership of securities or other investments. This limitation does not preclude
a Fund from purchasing or selling options or futures contracts, from investing
in securities or other instruments backed by commodities or from investing in
companies which are engaged in a commodities business or have a significant
portion of their assets in commodities.
6.Loans.
The Funds will not make loans to other persons, except: (a) by loaning portfolio
securities; (b) by engaging in repurchase agreements; (c) by purchasing
non-publicly offered debt securities; or (d) with respect to the Market Trend
Fund only, indirectly though Underlying Funds, as defined in the Fund's
Prospectus. For purposes of this limitation, the term "loans" shall not include
the purchase of a portion of an issue of publicly distributed bonds, debentures
or other securities.
7.Concentration.
Each Fund will not invest 25% or more of its total assets in a particular
industry or group of industries. This limitation is not applicable to
investments in obligations issued or
guaranteed
by the U.S. government, its agencies and instrumentalities or repurchase
agreements with respect thereto.
THE
FOLLOWING ARE ADDITIONAL INVESTMENT LIMITATIONS OF THE FUNDS. THE FOLLOWING
RESTRICTIONS ARE DESIGNATED AS NON-FUNDAMENTAL AND MAY BE CHANGED BY THE BOARD
OF TRUSTEES OF THE TRUST WITHOUT THE APPROVAL OF SHAREHOLDERS.
1.Pledging.
The Funds will not mortgage, pledge, hypothecate or in any manner transfer, as
security for indebtedness, any Fund assets except as may be necessary in
connection with borrowings described in limitation (1) above. Margin deposits,
security interests, liens and collateral arrangements with respect to
transactions involving options, futures contracts and other permitted
investments and techniques are not deemed to be a mortgage, pledge or
hypothecation of assets for purposes of this limitation. Each Fund will not
pledge more than one-third of its assets at any one time.
2.Margin
Purchases.
The Funds will not purchase securities or evidences of interest thereon on
"margin." This limitation is not applicable to short-term credit obtained by a
Fund for the clearance of purchases and sales or redemption of securities, or to
arrangements with respect to transactions involving options, futures contracts
and other permitted investment techniques.
3.Illiquid
Investments.
The Funds will not hold 15% or more of their respective net assets in securities
for which there are legal or contractual restrictions on resale and other
illiquid securities.
If
a restriction on a Fund's investments is adhered to at the time an investment is
made, a subsequent change in the percentage of Fund assets invested in certain
securities or other instruments, or change in average duration of the Fund's
investment portfolio, resulting from changes in the value of the Fund's total
assets, will not be considered a violation of the restriction; provided,
however, that the asset coverage requirement applicable to borrowings, if any,
shall be maintained in the manner contemplated by applicable law.
DISCLOSURE
OF PORTFOLIO HOLDINGS
The
Funds are required to include a schedule of portfolio holdings in their annual
and semi-annual reports to shareholders, which are sent to shareholders within
60 days of the end of the second and fourth fiscal quarters and which are filed
with the SEC on Form N-CSR within 70 days of the end of the second and fourth
fiscal quarters. The Funds also are required to file a schedule of portfolio
holdings with the SEC on Form N-PORT within 60 days of the end of the first and
third fiscal quarters. The Funds must provide a copy of their complete schedule
of portfolio holdings as filed with the SEC to any shareholder of the Funds,
upon request, free of charge. This policy is applied uniformly to all
shareholders of the Funds without regard to the type of requesting shareholder
(i.e., regardless of whether the shareholder is an individual or institutional
investor). The Funds have an ongoing arrangement to release portfolio holdings
to various rating agencies that regularly analyze the portfolio holdings of
mutual funds and investment advisers in order to monitor and report on various
attributes. Such ratings agencies include Lipper, Morningstar, Standard &
Poors, Thomson Reuters, Bloomberg and Vickers. Portfolio holdings will be
supplied to these agencies no more frequently than quarterly and approximately
15 days after the end of each quarter.
Pursuant
to policies and procedures adopted by the Board of Trustees, the Funds have
ongoing arrangements to release portfolio holdings information on a daily basis
to the Adviser, Sub-Advisers, the Administrator and the Custodian and on an as
needed basis to other third parties providing services to the Funds. The
Adviser, Sub-Advisers, the Administrator and Custodian receive portfolio
holdings information daily in order to carry out the essential operations of the
Funds. The Funds disclose portfolio holdings to their auditors, legal counsel,
proxy voting services (if applicable), pricing services, printers, parties to
merger and reorganization agreements and their agents, and prospective or newly
hired investment advisers or sub-advisers as needed to provide services to the
Funds. The Funds also disclose their portfolio holdings to Morningstar for the
purposes of portfolio analytical reports. The lag between the date of the
information and the date on which the information is disclosed to these third
parties will vary based on the identity of the party to whom the information is
disclosed. For instance, the information may be provided to auditors within days
of the end of an annual period, while the information may be given to legal
counsel at any time.
The
Funds' Adviser will publish a schedule of each Fund's 10 largest portfolio
holdings on a quarterly basis approximately 10 days after the end of each
quarter. The Funds’ fiscal quarters end on the last day of March,
June, September and December. The schedule shall be published on the
Adviser's website at www.LoCorrFunds.com. This information will
remain on the website until new information for the next quarter is
posted. This information is also available by calling toll-free
1-855-523-8637.
The
Funds, the Adviser, the Sub-Advisers, the Administrator and the Custodian are
prohibited from entering into any special or ad hoc arrangements with any
persons to make available information about the Funds’ portfolio holdings
without the specific approval of the Board. Any party wishing to release
portfolio holdings information on an ad hoc or special basis must submit any
proposed arrangement to the Board, which will review such arrangement to
determine whether it is (i) in the best interests of Fund shareholders, (ii)
whether the information will be kept confidential (based on the factors
discussed below) (iii) whether sufficient protections are in place to guard
against personal trading based on the information and (iv) whether the
disclosure presents a conflict of interest between the interests of Fund
shareholders and those of the Adviser, Sub-Advisers, or any affiliated person of
the Funds or the Adviser or Sub-Advisers. Additionally, the Adviser and
Sub-Advisers, and any affiliated persons of the Adviser or Sub-Advisers, are
prohibited from receiving compensation or other consideration, for themselves or
on behalf of the Funds, as a result of disclosing the Funds’ portfolio holdings.
Information
privately disclosed to third parties, whether on an ongoing or ad hoc basis, is
disclosed under conditions of confidentiality. "Conditions of confidentiality"
include (i) confidentiality clauses in written agreements,
(ii) confidentiality implied by the nature of the relationship (e.g.,
attorney-client relationship), (iii) confidentiality required by fiduciary or
regulatory principles (e.g., custody relationships) or (iv) understandings or
expectations between the parties that the information will be kept confidential.
The
agreements
with the Funds’ Adviser, Sub-Advisers, Administrator and Custodian contain
confidentiality clauses, which the Board and these parties have determined
extend to the disclosure of non-public information about the Funds’ portfolio
holding and the duty not to trade on the non-public information.
MANAGEMENT
The
business of the Trust is managed under the direction of the Board in accordance
with the Agreement and Declaration of Trust and the Trust's By-laws, which have
been filed with the SEC and are available upon request. The Board consists of
five individuals, three of whom are not "interested persons" (as defined under
the 1940 Act) of the Trust and the Adviser ("Independent Trustees"). Pursuant to
the governing documents of the Trust, the Board shall elect officers including a
President, a Secretary, a Treasurer, a Principal Executive Officer and a
Principal Accounting Officer. The Board retains the power to conduct, operate
and carry on the business of the Trust and has the power to incur and pay any
expenses, which, in the opinion of the Board, are necessary or incidental to
carry out any of the Trust's purposes. The Trustees, officers, employees and
agents of the Trust, when acting in such capacities, shall not be subject to any
personal liability except for his or her own bad faith, willful misfeasance,
gross negligence or reckless disregard of his or her duties.
Board
Leadership Structure
The
Trust is led by Kevin M. Kinzie, who has served as the Chairman of the Board and
President since the Trust was organized in 2011. Mr. Kinzie is an "interested
person" as defined in the 1940 Act by virtue of his indirect controlling
interest in and his status as an officer of LoCorr Fund Management, LLC (the
Trust’s investment adviser). The Board of Trustees is comprised of Mr. Kinzie
and four other Trustees, three of whom are not an interested person
("Independent Trustees"). The Independent Trustees have not selected a Lead
Independent Trustee. Additionally, under certain 1940 Act governance guidelines
that apply to the Trust, the Independent Trustees will meet in executive
session, at least quarterly. Under the Trust's Declaration of Trust, By-Laws and
governance guidelines, the Chairman of the Board is generally responsible for
(a) chairing board meetings, (b) setting the agendas for these meetings and (c)
providing information to board members in advance of each board meeting and
between board meetings. The Trust does not have a Nominating Committee, but the
Audit Committee performs the duties of a nominating committee when and if
necessary. The Audit Committee will not consider nominees recommended by
shareholders, except as required under the 1940 Act and rules thereunder.
Generally, the Trust believes it best to have a single leader who is seen by
shareholders, business partners and other stakeholders as providing strong
leadership. The Trust believes that its Chairman/President together with
the Audit Committee (with an independent chairman), and, as an entity, the full
Board of Trustees, provide effective leadership that is in the best interests of
the Trust, its Funds and each shareholder because of the Board's collective
business acumen and strong understanding of the regulatory framework under which
investment companies must operate.
Board
Risk Oversight
The
Board is responsible for overseeing risk management, and the full Board
regularly engages in discussions of risk management and receives compliance
reports that inform its oversight of risk management from Brian Hull, the
Trust’s Chief Compliance Officer. The Chief Compliance Officer reports at
quarterly Board meetings and on an ad hoc basis, when and if necessary. The
Audit Committee, which has an independent chairman, considers financial and
reporting the risk within its area of responsibilities. Generally, the Board
believes that its oversight of material risks is adequately maintained through
the compliance-reporting chain where the Chief Compliance Officer is the primary
recipient and communicator of such risk-related information.
Trustee
Qualifications
Generally,
the Trust believes that each Trustee is competent to serve because of their
individual overall merits including (i) experience, (ii) qualifications,
(iii) attributes and (iv) skills.
Mr.
Kevin M. Kinzie has more than 25 years of experience in the financial services
field, including experience as President and Chief Executive Officer of a
FINRA-registered broker/dealer, President and Chief Executive Officer of a
financial services marketing firm and as founder of a loan sourcing network
serving a group of bank lenders. Mr. Kinzie also holds a Bachelor of Science
degree in business and marketing from the University of Colorado. Mr. Kinzie’s
background in financial services management and his leadership skills as a
financial executive bring practical knowledge to Board discussions regarding the
operations of the Funds and the Trust.
Mr.
Jon C. Essen has more than 25 years of experience in the financial services
field, including experience as Senior Vice President and Chief Operating Officer
of a FINRA-registered broker/dealer, Chief Operating Officer of a commercial
finance enterprise, Chief Financial Officer of an investment adviser and
Treasurer of two mutual fund complexes. Mr. Essen holds a Bachelor of Science
degree in business administration from Mankato State University and holds the
Certified Public Accountant (inactive) designation. Mr. Essen's background in
investment management and accounting, his leadership skills as a chief financial
officer, and his experience with other mutual funds bring context and insight to
Board discussions and decision-making regarding the Trust's operations and
dialogue with the Fund's auditors.
Mr.
Mark A. Thompson
has
more than 40 years of experience in investment management, including co-founding
Riverbridge Partners, LLC ("Riverbridge"), an investment management firm. At
Riverbridge, Mr. Thompson is Executive Chairman, responsible for overall
strategic direction of the firm. Mr. Thompson holds a Bachelor’s degree in
finance from the University Of Minnesota Carlson School Of Management and is a
member of the CFA Institute and the CFA Society of Minnesota.
Mr.
Ronald A. Tschetter
has
more than 30 years of experience in the financial services field, including
experience as President of a FINRA-registered broker/dealer and has several
years of experience in financial matters based on his service to non-profit
organizations. Mr. Tschetter holds a Bachelor’s degree in psychology and social
studies from Bethel University. Additionally, Mr. Tschetter served as the
Director of the U.S. Peace Corps.
Mr.
Dan T. O’Lear has more than 26 years of experience in investment management,
including experience serving in several roles at Franklin Templeton Investments
and Franklin Templeton Distributors, Inc. At Franklin Templeton Investments, Mr.
O’Lear was responsible for investment solutions for retail investors throughout
the United States. His role included maintaining relationships with senior
management executives at all major clients to negotiate selling agreements
between Franklin Templeton Investments and the broker dealer community, as well
as liaising with internal leadership of product development, marketing,
investment management, legal and compliance, operations and transfer agency. For
over ten years, he presented to three independent Franklin Templeton fund boards
on share class trends, mutual fund/asset class flows, revenue sharing,
distribution strategies, and regulatory issues/proposals on a quarterly basis.
Mr. O’Lear currently holds FINRA Series 7 and 24 licenses.
Mr.
Jeffrey E. Place has over 39 years of experience in the financial services
field, including experience as Senior Vice President and Head of Sales for Ivy
Funds, Managing Director of U.S. Retail Sales for AllianceBernstein, and Senior
Vice President and Head of Sales & National Accounts for WM Funds. As a
Senior Distribution Executive, Mr. Place worked very closely with all facets of
the broader asset management business including: finance, legal compliance,
operations/technology, marketing, fund boards, sub-advisors, offshore funds and
closed-end funds. In his role as a former senior executive Mr. Place held FINRA
Series 7, 24 and 51 licenses.
Ms.
Catie B. Tobin has over 40 years in the financial services field, including
banking, credit cards, investments, retail brokerage, wealth management as well
as clearing and custody services with RBC Wealth Management, Wells Fargo
Advisors and Citicorp. Ms. Tobin was previously active in the Securities
Industry and Financial Markets Association (SIFMA), served as a member of the
industry’s Public Trust and Confidence Committee, Chaired the Investor Education
Committee and represented her firm on many industry-related committees and task
forces. Ms. Tobin has a strong understanding of broker dealer
and
registered investment advisor operations, including all stages of the product
development process from launch, marketing, profitability, IT, compliance
oversight and risk management. Ms. Tobin has solid knowledge of the industry’s
different distribution strategies and how to successfully introduce products and
services through advisor led business channels. Ms. Tobin previously held FINRA
Series 7, 8, 24, 31 and 53 licenses.
The
Trust does not believe any one factor is determinative in assessing a Trustee’s
qualifications, but that the collective experience of each Trustee makes the
Board highly effective.
Following
is a list of the Trustees and executive officers of the Trust and their
principal occupation over the last five years. Unless otherwise noted, the
address of each Trustee and Officer is c/o LoCorr Fund Management, LLC, 687
Excelsior Boulevard, Excelsior, MN 55331.
Independent
Trustees
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Name
and Year of Birth |
Position/Term
of Office* |
Principal
Occupation During the Past 5 Years |
Number
of Portfolios in Fund Complex**
Overseen
by Trustee |
Other
Directorships held by Trustee During the Past 5 Years |
Mark
A. Thompson Year of Birth: 1959 |
Trustee/December
2011 to present |
Executive
Chair, Riverbridge Partners, LLC (investment management), 1987 to
present. |
6 |
None |
Ronald
A. Tschetter Year of Birth: 1941 |
Trustee/January
2011 to present |
Mr.
Tschetter is presently retired from his principal occupation; Director of
the U.S. Peace Corps, September 2006 to January 2009. |
6 |
None |
Dan
T. O'Lear Year of Birth: 1961 |
Trustee/January
2023 to present |
Mr.
O'Lear is presently retired (since 2021); President, Franklin Templeton
Distributors, 2018-2021; Head of Retail Distribution, Franklin Templeton
Distributors, 2014-2018. |
6 |
None |
Jeffrey
E. Place Year of Birth: 1953 |
Trustee/January
2023 to present |
Mr.
Place is presently retired (since 2016) from his principal occupation as a
distribution fund executive.
|
6 |
None |
Catie
B. Tobin Year of Birth: 1958 |
Trustee/January
2023 to present |
Ms.
Tobin is presently retired (since 2021); Senior Vice President, Director,
Field Development & Effectiveness, Wells Fargo Advisors,
2017-2021. |
6 |
None
|
*
The term of office for each Trustee listed above will continue indefinitely.
**
The term "Fund Complex" refers to the LoCorr Investment Trust.
Interested
Trustees and Officers
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| |
Name
and Year of Birth |
Position/Term
of Office* |
Principal
Occupation During the Past 5 Years |
Number
of Portfolios in Fund Complex**
Overseen
by Trustee |
Other
Directorships held by Trustee During the Past 5 Years |
Jon
C. Essen1
Year
of Birth: 1963
|
Treasurer,
Secretary, Chief Financial Officer/ January 2011 to present;
Trustee/November, 2010 to present |
LoCorr
Fund Management, LLC: Chief Operating Officer (2010-2016), Chief
Compliance Officer (2010-2017); LoCorr Distributors, LLC (broker/dealer):
Principal, Chief Financial Officer, and Registered Representative (2008 to
present), Chief Compliance Officer (2008-2017). Chief Financial Officer
and Principal of Steben & Company, LLC, 2020 to present. |
6 |
None |
Kevin
M. Kinzie2
Year
of Birth: 1956
|
President,
Trustee/ January 2011 to present |
Chief
Executive Officer of LoCorr Fund Management, LLC, November 2010 to
present; President and Chief Executive Officer of LoCorr Distributors, LLC
(broker/dealer), March 2002 to present. President and CEO of Steben &
Company, LLC, 2019 to present. |
6 |
None |
Brian
Hull3
Year
of Birth:
1968 |
Chief
Compliance Officer, November 2019 to present |
Steben
& Company, Inc. (broker/dealer): Chief Compliance Officer 2002-2007
and 2012 to Present; Financial & Operations Principal (FINOP)
2002-Present; Registered Representative 2002-Present.
|
6 |
None |
*The
term of office for each Trustee listed above will continue indefinitely.
**The
term "Fund Complex" refers to the LoCorr Investment Trust.
1Mr.
Essen is an interested Trustee because he is an officer of the Fund's
Adviser.
2Mr.
Kinzie is an interested Trustee because he is an officer and indirect
controlling interest holder of the Fund's Adviser.
3Mr.
Hull is an interested Officer because he is an officer of the Funds’
Adviser.
Board
Committees
Audit
Committee.
The Board has an Audit Committee that consists of all the Trustees who are not
"interested persons" of the Trust within the meaning of the 1940 Act. The Audit
Committee's responsibilities include: (i) recommending to the Board the
selection, retention or termination of the Trust's independent auditors; (ii)
reviewing with the independent auditors the scope, performance and anticipated
cost of their audit; (iii) discussing with the independent auditors certain
matters relating to the Trust's financial statements, including any adjustment
to such financial statements recommended by such independent auditors, or any
other results of any audit; (iv) reviewing on a periodic basis a formal written
statement from the independent auditors with respect to their independence,
discussing with the independent auditors any relationships or services disclosed
in the statement that may impact the objectivity and independence of the Trust's
independent auditors and recommending that the Board take appropriate action in
response thereto to satisfy itself of the auditor's independence; and (v)
considering the comments of the independent auditors and management's responses
thereto with respect to the quality and adequacy of the Trust's accounting and
financial reporting policies and practices and internal controls. The Audit
Committee operates pursuant to an Audit Committee Charter. During the Trust’s
most recent fiscal year, the Audit Committee met two times.
Compensation
Each
Trustee who is not affiliated with the Trust or Adviser receives an annual fee
of $80,000, as well as reimbursement for any reasonable expenses incurred
attending the meetings. Prior to January 1, 2023, each Trustee received an
annual fee of $60,000 as well as reimbursement for any reasonable expenses
incurred attending the meetings. The "interested persons" who serve as Trustees
of the Trust receive no compensation for their services as Trustees. None of the
executive officers receive compensation from the Trust.
The
table below details the amount of compensation the Trustees received from the
Trust for the fiscal year ended December 31, 2023. The Trust does not have a
bonus, profit sharing, pension or retirement plan.
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Name
of Trustee |
Aggregate
Compensation From the Funds1 |
Total
Compensation From Trust and Fund Complex2
Paid
to Trustees |
Macro
Strategies Fund |
Commodities
Strategy Fund |
Dynamic
Opportunity Fund |
Spectrum
Income Fund |
Market
Trend Fund |
Jon
C. Essen (Interested Trustee) |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Kevin
M. Kinzie (Interested Trustee) |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Mark
A. Thompson
(Independent
Trustee) |
$41,092 |
$25,436 |
$1,592 |
$2,090 |
$9,790 |
$80,000 |
Ronald
A. Tschetter
(Independent
Trustee) |
$41,092 |
$25,436 |
$1,592 |
$2,090 |
$9,790 |
$80,000 |
Dan
T. O'Lear (Independent Trustee) |
$41,092 |
$25,436 |
$1,592 |
$2,090 |
$9,790 |
$80,000 |
Jeffrey
E. Place (Independent Trustee) |
$41,092 |
$25,436 |
$1,592 |
$2,090 |
$9,790 |
$80,000 |
Catie
B. Tobin (Independent Trustee) |
$41,092 |
$25,436 |
$1,592 |
$2,090 |
$9,790 |
$80,000 |
1Compensation
is the amount received for services as a trustee, and would include retainers,
salaries, bonuses, fees for meeting attendance and fees for service as a
committee chair.
2Fund
Complex refers to the LoCorr Investment Trust, which consists of six
Funds.
Trustee
Ownership
The
following table indicates the dollar range of equity securities that each
Trustee beneficially owned in each Fund as of December 31, 2023.
Amount
Invested Key:
A.$0
B.$1-$10,000
C.$10,001-$50,000
D.$50,001-$100,000
E.Over
$100,000
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Name
of 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 |
Macro
Strategies Fund |
Commodities
Strategy Fund |
Dynamic
Opportunity Fund |
Spectrum
Income Fund |
Market
Trend Fund |
Jon
C. Essen |
E. |
C. |
C. |
D. |
C. |
E. |
Kevin
M. Kinzie |
E. |
E. |
E. |
E. |
E. |
E. |
Mark
A. Thompson |
E. |
E. |
E. |
A. |
A. |
E. |
Ronald
A. Tschetter |
E. |
A. |
A. |
A. |
A. |
E. |
Dan
T. O'Lear |
A. |
A. |
A. |
A. |
A. |
A. |
Jeffrey
E. Place |
C. |
A. |
A. |
A. |
A. |
C. |
Catie
B. Tobin |
A. |
A. |
A. |
A. |
A. |
A. |
As
of December 31, 2023, the Trustees and officers, as a group, owned less than 1%
of the outstanding shares of any class of any of the Funds.
CONTROL
PERSONS AND PRINCIPAL HOLDERS
A
control person is one who owns beneficially or through controlled companies more
than 25% of the voting securities of a company or acknowledged the existence of
control. Kevin M. Kinzie may be deemed to control the Fund indirectly because of
his controlling interest in the parent company of the Adviser. Shareholders with
a controlling interest could affect the outcome of voting or the direction of
management of the Funds. A principal shareholder is any person who owns of
record or beneficially 5% or more of the outstanding shares of a Fund. As of
April 12, 2024, the following shareholders were considered to be either a
control person or principal shareholder of the Funds.
Macro
Strategies Fund – Class A
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Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
31.38% |
Schwab
Holdings, Inc. |
DE |
Record |
American
Enterprise Investment Services, Inc. 707 2nd Ave. S. Minneapolis, MN
55402-2405
|
18.86% |
Investors
Syndicate Development Corp. |
DE |
Record |
Wells
Fargo Clearing Services LLC Special Custody Account for
the Exclusive Benefit of Customers 2801 Market Street Saint
Louis, MO 63103-2523
|
11.89% |
Wells
Fargo Advisors, LLC |
DE |
Record |
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| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plaza, FL 39 New York, NY
10004-1932
|
9.54% |
Morgan
Stanley Domestic Holdings Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
6.83% |
Fidelity
Brokerage Company |
DE |
Record |
Pershing
LLC
1
Pershing Plaza, FL 14
Jersey
City, NJ 07399-0002
|
5.74% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Macro
Strategies Fund – Class C
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|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Wells
Fargo Clearing Services LLC Special Custody Account for
the Exclusive Benefit of Customers 2801 Market Street Saint
Louis, MO 63103-2523
|
22.30% |
Wells
Fargo Advisors, LLC |
DE |
Record |
American
Enterprise Investment Services, Inc. 707 2nd Ave. S. Minneapolis, MN
55402-2405
|
21.38% |
Investors
Syndicate Development Corp. |
DE |
Record |
Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plaza, FL 39 New York, NY
10004-1932
|
17.85% |
Morgan
Stanley Domestic Holdings Inc. |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
16.70% |
Schwab
Holdings, Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010 |
6.67% |
Fidelity
Brokerage Company |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091 |
6.67% |
LPL
Financial Holdings Inc. |
DE |
Record |
Macro
Strategies Fund – Class I
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Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
American
Enterprise Investment Services, Inc. 707 2nd Ave. S. Minneapolis, MN
55402-2405
|
17.21% |
Investors
Syndicate Development Corp. |
DE |
Record |
Wells
Fargo Clearing Services LLC Special Custody Account for
the Exclusive Benefit of Customers 2801 Market Street Saint
Louis, MO 63103-2523
|
16.07% |
Wells
Fargo Advisors, LLC |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
15.57% |
LPL
Financial Holdings Inc. |
DE |
Record |
Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plaza, FL 39 New York, NY
10004-1932
|
15.16% |
Morgan
Stanley Domestic Holdings Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
12.93% |
Fidelity
Brokerage Company |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901 |
7.72% |
Schwab
Holdings, Inc. |
DE |
Record |
Commodities
Strategy Fund – Class A
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| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
66.43% |
Fidelity
Brokerage Company |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901 |
21.86% |
Schwab
Holdings, Inc. |
DE |
Record |
Commodities
Strategy Fund – Class C
|
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|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
30.37% |
Fidelity
Brokerage Company |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
27.35% |
Schwab
Holdings, Inc. |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
24.27% |
LPL
Financial Holdings Inc. |
DE |
Record |
Pershing
LLC
1
Pershing Plaza, FL 14
Jersey
City, NJ 07399-0002
|
14.14% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Commodities
Strategy Fund – Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-1995
|
37.05% |
Fidelity
Brokerage Company |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
23.57% |
Schwab
Holdings, Inc. |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
18.78% |
LPL
Financial Holdings Inc. |
DE |
Record |
Pershing
LLC
1
Pershing Plaza, FL 14
Jersey
City, NJ 07399-0002
|
8.41% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Dynamic
Opportunity Fund – Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
47.77% |
Schwab
Holdings, Inc. |
DE |
Record |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
16.95% |
Fidelity
Brokerage Company |
DE |
Record |
American
Enterprise Investment Services, Inc. 707 2nd Ave. S. Minneapolis, MN
55402-2405
|
6.66% |
Investors
Syndicate Development Corp. |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091 |
6.64% |
LPL
Financial Holdings Inc. |
DE |
Record |
Dynamic
Opportunity Fund – Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
52.39% |
Fidelity
Brokerage Company |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
13.04% |
LPL
Financial Holdings Inc. |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
12.66% |
Schwab
Holdings, Inc. |
DE |
Record |
Dynamic
Opportunity Fund – Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
49.79% |
Fidelity
Brokerage Company |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
16.34% |
LPL
Financial Holdings Inc. |
DE |
Record |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
15.51% |
Schwab
Holdings, Inc. |
DE |
Record |
Pershing
LLC 1 Pershing Plaza, FL 14 Jersey City, NJ 07399-0002 |
8.21% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Spectrum
Income Fund – Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
26.26% |
Schwab
Holdings, Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
25.42% |
Fidelity
Brokerage Company |
DE |
Record |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
17.75% |
LPL
Financial Holdings Inc. |
DE |
Record |
Pershing
LLC 1 Pershing Plaza, FL 14 Jersey City, NJ 07399-0002
|
13.11% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Spectrum
Income Fund – Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
34.73% |
LPL
Financial Holdings Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-1995
|
21.73% |
Fidelity
Brokerage Company |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
16.44% |
Schwab
Holdings, Inc. |
DE |
Record |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Pershing
LLC 1 Pershing Plaza, FL 14 Jersey City, NJ 07399-0002 |
8.47% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Joelene
M. Debes TOD Hutchinson, KS 67502-3350 |
5.89% |
N/A |
N/A |
Beneficial |
Spectrum
Income Fund – Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
LPL
Financial Omnibus Customer Account Attn: Lindsay O'Toole 4707
Executive Drive San Diego, CA 92121-3091
|
38.92% |
LPL
Financial Holdings Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-1995
|
19.96% |
Fidelity
Brokerage Company |
DE |
Record |
Pershing
LLC 1 Pershing Plaza, FL 14 Jersey City, NJ 07399-0002
|
19.90% |
The
Bank of New York Mellon Corporation |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901 |
14.47% |
Schwab
Holdings, Inc. |
DE |
Record |
Market
Trend Fund – Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plaza, FL 39 New York, NY
10004-1932
|
61.36% |
Morgan
Stanley Domestic Holdings Inc. |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
8.96% |
Schwab
Holdings, Inc. |
DE |
Record |
UBS
Financial Services Incorporated 1000 Harbour Blvd, FL 8 Compliance
Department Weehawken, NJ 07086-6727
|
8.26% |
UBS
Group |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-1995 |
5.17% |
Fidelity
Brokerage Company |
DE |
Record |
Market
Trend Fund – Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Wells
Fargo Clearing Services LLC Special Custody Account for
the Exclusive Benefit of Customers 2801 Market Street Saint
Louis, MO 63103-2523
|
33.16% |
Wells
Fargo Advisors, LLC |
DE |
Record |
Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plaza, FL 39 New York, NY
10004-1932
|
30.09% |
Morgan
Stanley Domestic Holdings Inc. |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
16.65% |
Schwab
Holdings, Inc. |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-1995 |
5.42% |
Fidelity
Brokerage Company |
DE |
Record |
Market
Trend Fund – Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
and Address |
%
Ownership |
Parent
Company |
State
of Jurisdiction |
Type
of Ownership |
Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plaza, FL 39 New York, NY
10004-1932
|
54.74% |
Morgan
Stanley Domestic Holdings Inc. |
DE |
Record |
Wells
Fargo Clearing Services LLC Special Custody Account for
the Exclusive Benefit of Customers 2801 Market Street Saint
Louis, MO 63103-2523
|
7.73% |
Wells
Fargo Advisors, LLC |
DE |
Record |
National
Financial Services LLC 499 Washington Blvd, FL 4th Jersey City, NJ
07310-2010
|
6.85% |
Fidelity
Brokerage Company |
DE |
Record |
Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St. San Francisco, CA 94105-1901
|
6.26% |
Schwab
Holdings, Inc. |
DE |
Record |
INVESTMENT
ADVISER AND SUB-ADVISERS
Investment
Adviser
LoCorr
Fund Management, LLC, 687 Excelsior Boulevard, Excelsior, MN 55331, serves as
investment adviser to the Funds. The Adviser was established in 2010 for the
purpose of advising the Funds within the Trust and has no other clients. Kevin
M. Kinzie is deemed to indirectly control the Adviser by virtue of his ownership
of more than 25% of the Adviser's parent company's membership interests. Jon C.
Essen is an affiliated person of the Trust because he is a Trustee and officer.
Mr. Essen is also an affiliated person of the Adviser because he is an officer
of the Adviser. Kevin M. Kinzie is an affiliated person of the Trust because he
is a Trustee and officer and because he indirectly controls the Funds through
his control of the Adviser, which in turn controls the Funds. Mr. Kinzie is also
an affiliated person of the Adviser because he is an officer of the Adviser and
indirectly controls the Adviser. Subject to the supervision and direction of the
Trustees, the Adviser manages the Funds’ securities and investments in
accordance with the Funds’ stated investment objectives and policies, makes
investment decisions and places orders to purchase and sell securities on behalf
of the Funds. The fee paid to the Adviser is governed by an investment
management agreement ("Management Agreement") between the Trust, on behalf of
the Funds and the Adviser.
Under
the Management Agreement, the Adviser, under the supervision of the Board,
agrees to invest the assets of the Funds, including through sub-advisers, in
accordance with applicable law and the investment objective, policies and
restrictions set forth in each Funds’ current Prospectus and this SAI, and
subject to such further limitations as the Trust may from time to time impose by
written notice to the Adviser. The Adviser shall act as the investment adviser
to the Funds and, as such shall (i) obtain and evaluate such information
relating to the economy, industries, business, securities markets and securities
as it may deem necessary or useful in discharging its responsibilities here
under, (ii) formulate a continuing program for the investment of the assets of
the Funds in a manner consistent with its investment objective, policies and
restrictions, and (iii) determine from time to time securities to be purchased,
sold, retained or lent by the Funds, and implement those decisions, including
the selection of entities with or through which such purchases, sales or loans
are to be effected; provided, that the Adviser will place orders pursuant to its
investment determinations either directly with the issuer or with a broker or
dealer, and if with a broker or dealer, (a) will attempt to obtain the best
price and execution of its orders, and (b) may nevertheless in its discretion
purchase and sell portfolio securities from and to brokers who provide the
Adviser with research, analysis, advice and similar services and pay such
brokers in return a higher commission or spread than may be charged by other
brokers. The Adviser also provides the Funds with all necessary office
facilities and personnel for servicing the Funds’ investments, compensates all
officers, Trustees and employees of the Trust who are officers, directors or
employees of the Adviser, and all personnel of the Funds or the Adviser
performing services relating to research, statistical and investment activities.
The Management Agreement was approved by the Board of the Trust, including by a
majority of the Independent Trustees.
The
Trust has a Management Agreement with the Adviser to furnish investment advisory
services to the Funds. Pursuant to the Management Agreement, the Adviser is
entitled to receive, on a monthly basis, an annual advisory fee as
follows:
|
|
|
|
| |
Fund |
Annual
Advisory Fee as a Percentage of the Average Daily Net Assets of the
Fund |
Macro
Strategies Fund |
1.65% |
Dynamic
Opportunity Fund |
1.50% |
Spectrum
Income Fund |
1.30% |
Market
Trend Fund |
1.50% |
Pursuant
to the Management Agreement, the Adviser receives a fee in accordance with the
Incremental Advisory Fee schedule below based on the Commodities Strategy Fund’s
average daily net assets, computed daily and payable monthly.
|
|
|
|
| |
Net
Assets per the Commodities Strategy Fund |
Incremental
Advisory
Fee |
$0
– $500 million |
1.50% |
$500
million – $1.0 billion |
1.40% |
$1.0
billion – $1.5 billion |
1.30% |
$1.5
billion - $2.0 billion |
1.20% |
$2.0
billion – $2.5 billion |
1.10% |
Over
$2.5 billion |
1.00% |
The
Adviser has agreed contractually to waive its management fee and to reimburse
expenses, exclusive of any Rule 12b-1 distribution and/or servicing fees, taxes,
interest, brokerage commissions, expenses incurred in connection with any merger
or reorganization, dividend expenses on short sales, swap fees, indirect
expenses, expenses of other investment companies in which the Fund may invest,
or extraordinary expenses such as litigation and inclusive of offering and
organizational costs incurred prior to the commencement of operations, at least
until April 30, 2025, such that net annual fund operating expenses of the Funds
do not exceed 1.99% of the daily average net assets attributable to the Macro
Strategies Fund, 1.95% of the Commodities Strategy Fund and the Market Trend
Fund, 1.99% of the Dynamic Opportunity Fund and 1.80% of the Spectrum Income
Fund. Waiver/reimbursement is subject to possible recoupment from a Fund within
the three years following the date on which the expenses occurred, if the Fund
is able to make the repayment without exceeding its current limitations and the
repayment is approved by the Board of Trustees. No reimbursement amount will be
paid to the Adviser in any quarter unless the Trust's Board of Trustees has
determined in advance that a reimbursement is in the best interest of a Fund and
its shareholders. Fee waiver and reimbursement arrangements can decrease the
Funds’ expenses and increase their performance.
Expenses
not expressly assumed by the Adviser under the Management Agreement are paid by
the Funds. Under the terms of the Management Agreement, each Fund is responsible
for the payment of the following expenses among others: (a) the fees payable to
the Adviser, (b) the fees and expenses of Trustees who are not affiliated
persons of the Adviser (c) the fees and certain expenses of the Custodian and
Transfer and Dividend Disbursing Agent (as defined under the section entitled
"Transfer Agent"), including the cost of maintaining certain required records of
the Fund and of pricing the Fund's shares, (d) the charges and expenses of legal
counsel and independent accountants for the Fund, (e) brokerage commissions and
any issue or transfer taxes chargeable to the Fund in connection with its
securities transactions, (f) all taxes and corporate fees payable by the Fund to
governmental agencies, (g) the fees of any trade association of which the Fund
may be a member, (h) the cost of share certificates representing shares of the
Fund, (i) the cost of fidelity and liability insurance, (j) the fees and
expenses involved in registering and maintaining registration of the Fund and of
its shares with the SEC, qualifying its shares under state securities laws,
including the preparation and printing of the Fund's registration
statements
and prospectuses for such purposes, (k) all expenses of shareholders and
Trustees' meetings (including travel expenses of Trustees and officers of the
Fund who are directors, officers or employees of the Adviser) and of preparing,
printing and mailing reports, proxy statements and prospectuses to shareholders
in the amount necessary for distribution to the shareholders and (l) litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Funds’ business.
The
Management Agreement will continue in effect with respect to each Fund for two
(2) years initially and thereafter shall continue from year to year provided
such continuance is approved at least annually by (a) a vote of the majority of
the Independent Trustees, cast in person at a meeting specifically called for
the purpose of voting on such approval and by (b) the majority vote of either
all of the Trustees or the vote of a majority of the outstanding shares of each
Fund. The Management Agreement may be terminated without penalty on 60 days'
written notice by a vote of a majority of the Trustees or by the Adviser, or by
holders of a majority of that Trust's outstanding shares. The Management
Agreement shall terminate automatically in the event of its assignment.
For
the fiscal years ended December 31, the Macro Strategies Fund paid the following
management fees to the Adviser:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Management
Fees |
| Accrued |
Waived |
Recouped |
Total
Paid |
2023 |
$33,128,831 |
$0 |
$0 |
$33,128,831 |
2022 |
$33,856,401 |
$0 |
$0 |
$33,856,401 |
2021 |
$22,897,967 |
$0 |
$0 |
$22,897,967 |
For
the fiscal years ended December 31, the Commodities Strategy Fund paid the
following management fees to the Adviser:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Management
Fees |
| Accrued |
Waived |
Recouped |
Total
Paid |
2023 |
$18,013,657 |
$0 |
$0 |
$18,013,657 |
2022 |
$17,027,870 |
$0 |
$0 |
$17,027,870 |
2021 |
$10,161,464 |
$0 |
$0 |
$10,161,464 |
For
the fiscal years ended December 31, the Dynamic Opportunity Fund paid the
following management fees to the Adviser:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Management
Fees |
| Accrued |
Waived |
Recouped |
Total
Paid |
2023 |
$1,189,771 |
$(50,998) |
$4,302 |
$1,143,075 |
2022 |
$692,792 |
$(154,575) |
$9,808 |
$548,025 |
2021 |
$324,317 |
$(263,217) |
$0 |
$61,100 |
For
the fiscal years ended December 31, the Spectrum Income Fund paid the following
management fees to the Adviser:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Management
Fees |
| Accrued |
Waived |
Recouped |
Total
Paid |
2023 |
$1,325,058 |
$0 |
$11,768 |
$1,336,826 |
2022 |
$1,286,660 |
$(9,125) |
$73,649 |
$1,351,184 |
2021 |
$805,295 |
$(6,179) |
$0 |
$799,116 |
For
the fiscal years ended December 31, the Market Trend Fund paid the following
management fees to the Adviser:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Management
Fees |
| Accrued |
Waived |
Recouped |
Total
Paid |
2023 |
$7,493,948 |
$0 |
$0 |
$7,493,948 |
2022 |
$7,458,028 |
$0 |
$0 |
$7,458,028 |
2021 |
$4,033,497 |
$0 |
$0 |
$4,033,497 |
Investment
Sub-Advisers
The
Adviser has engaged Graham Capital Management, L.P., (“GCM”) located at 40
Highland Avenue, Rowayton, CT 06853, to serve as a sub-adviser to the Macro
Strategies Fund and the Market Trend Fund. GCM is majority owned by KGT
Investment Partners, L.P., which is ultimately owned by Kenneth Tropin and
members of his immediate family. KGT, Inc., which serves as the general partner
of GCM, holds a minority interest. As of December 31, 2023, GCM had
approximately $17.8 billion in assets under management. GCM is responsible for
selecting tactical trend futures investments and assuring that such investments
are made according to the Funds' investment objectives, policies and
restrictions; in so doing, GCM is relying upon the Funds’ interpretations of
regulatory requirements. The general partner of GCM is KGT, Inc., a Delaware
corporation of which Kenneth G. Tropin (the firm’s Chairman and Founder) is the
President and ultimate sole shareholder. The limited partner of GCM is KGT
Investment Partners L.P., a Delaware limited partnership of which KGT, Inc. is
also a general partner and in which Mr. Tropin and members of his immediate
family are significant beneficial owners. Dyal Capital, formerly a Neuberger
Berman company and, as of 2021, a division of Blue Owl Capital Inc., owns an
indirect minority interest in the firm.
The
Adviser has engaged Kettle Hill Capital Management, LLC, (“KHCM”) located at 747
Third Avenue, 19th
Floor, New York, NY 10017, to serve as a sub-adviser to the Dynamic Opportunity
Fund. Subject to the authority of the Board of Trustees and oversight by the
Adviser, this sub-adviser is responsible for management of a portion of the
Fund’s investment portfolio according to the Fund’s investment objective,
policies and restrictions. KHCM was founded in 2003 as an alternative investment
manager. As of December 31, 2023, KHCM had about $544 million in assets under
management. Andrew Y. Kurita as Founder and Managing Partner is deemed to
control the KHCM because he owns at least 25% of its interests.
The
Adviser has engaged Millburn Ridgefield Corporation, (“Millburn”) located at 411
West Putnam Avenue, Suite 305, Greenwich, CT 06830, to serve as a sub-adviser to
the Macro Strategies Fund. As of December 31, 2023, Millburn had about $9.5
billion in assets under management.
The
Adviser has engaged Millrace Asset Group, Inc. (“Millrace”) located at 1205
Westlakes Drive, Suite 375, Berwyn, Pennsylvania 19312, to serve as a
sub-adviser to the Dynamic Opportunity Fund. Subject to the authority of the
Board of Trustees and oversight by the Adviser, this sub-adviser is responsible
for management of a portion of the Fund’s investment portfolio according to the
Fund’s investment objective, policies and restrictions. Millrace was founded in
2001 by William Kitchel and Whitney Maroney and employs a long/short investment
strategy. As of December 31, 2023, Millrace had approximately $164 million in
assets under management.
The
Adviser has engaged Nuveen Asset Management, LLC, (“Nuveen”) located at 333 West
Wacker Drive, Chicago, IL 60606, to serve as a sub-adviser to the Macro
Strategies Fund, the Commodities Strategy Fund and the Market Trend Fund. Nuveen
is a wholly-owned subsidiary of Nuveen Fund Advisors, Inc. ("NFA"), which is a
wholly-owned subsidiary of Nuveen Investments, Inc. ("Nuveen Investments"). In
2014, Nuveen Investments was acquired by TiAA-CREF. Nuveen has adopted policies
and procedures that address arrangements involving Nuveen and Bank of America
Corporation (including Merrill Lynch) that may give rise to certain conflicts of
interest. Nuveen had approximately $255 billion of
assets
under management as of December 31, 2023. Nuveen is responsible for selecting
fixed income investments and assuring that such investments are made according
to the Macro Strategies Fund's, the Commodities Strategy Fund’s, and the Market
Trend Fund’s investment objectives, policies and restrictions. Nuveen is a
subsidiary and the investment manager of Teachers Insurance and Annuity
Association of America (TIAA), a leading financial services provider serving
over 5 million individual participants and 15,000 institutions worldwide as of
March 31, 2023.
The
Adviser has engaged Revolution Capital Management LLC, (“Revolution”) located at
600 17th Street, Suite 6105, Denver, CO 80202, to serve as a sub-adviser to the
Macro Strategies Fund. As of December 31, 2023, Revolution had approximately
$967 million in assets under management.
The
Adviser has engaged Bramshill Investments, LLC (“Bramshill”), located at 411
Hackensack Avenue, 9th Floor, Hackensack, NJ 07601, to serve as a sub-adviser to
the Spectrum Income Fund. Bramshill is responsible for selecting the Funds’
investments pursuant to the Income Strategy and assuring that such investments
are made according to the Funds’ investment objective, policies and
restrictions. As of December 31, 2023, Bramshill had approximately $4.8 billion
in assets under management.
The
Adviser has engaged R.G. Niederhoffer Capital Management, Inc. (“Niederhoffer”)
located at 1700 Broadway, 39th Floor, New York, New York 10019, to serve as a
sub-adviser to the Macro Strategies Fund. Subject to the authority of the Board
of Trustees and oversight by the Adviser, this sub-adviser is responsible for
management of a portion of the Fund’s investment portfolio according to the
Fund’s investment objective, policies and restrictions. Niederhoffer was
established in 1993 and is a quantitative trading advisor that employs a
short-term, primarily contrarian strategy to trade the world’s largest and most
liquid markets. As of December 31, 2023, Niederhoffer had approximately $817
million in assets under management.
Each
Sub-Advisory Agreement provides that the Sub-Adviser will formulate and
implement a continuous investment program for the respective Fund, in accordance
with that Fund's objective, policies and limitations and any investment
guidelines established by the Adviser. The Sub-Adviser will, subject to the
supervision and control of the Adviser, determine in its discretion which
issuers and securities will be purchased, held, sold or exchanged by a Fund, and
will place orders with and give instruction to brokers and dealers to cause the
execution of such transactions. The Sub-Adviser is required to furnish, at its
own expense, all investment facilities necessary to perform its obligations
under the Sub-Advisory Agreement. The Adviser, not the Funds, will pay each
Sub-Adviser, on a monthly basis, an annual sub-advisory fee on the fixed income
portion of the respective Fund's average daily net assets or on the portion
thereof managed by the sub-adviser.
The
Sub-Advisory Agreements continue in effect for two (2) years initially and then
from year to year, provided they are approved at least annually by a vote of the
majority of the Trustees, who are not parties to the agreements or interested
persons of any such party, cast in person at a meeting specifically called for
the purpose of voting on such approval. The Sub-Advisory Agreements may be
terminated without penalty at any time by the Adviser or the Sub-Adviser on 60
days' written notice, and will automatically terminate in the event of an
"assignment" (as that term is defined in the 1940 Act).
Codes
of Ethics
The
Trust, the Adviser, the Sub-Advisers and the Distributor have adopted respective
codes of ethics under Rule 17j-1 under the 1940 Act that govern the personal
securities transactions of their board members, officers and employees who may
have access to current trading information of the Trust. Under these codes of
ethics, the Trustees are permitted to invest in securities that may also be
purchased by the Funds.
In
addition, the Trust has adopted a separate code of ethics that applies only to
the Trust's executive officers to ensure that these officers promote
professional conduct in the practice of corporate governance and management. The
purpose behind these guidelines is to promote i) honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional
relationships;
ii) full, fair, accurate, timely and understandable disclosure in reports and
documents that a registrant files with, or submits to, the SEC and in other
public communications made by the Funds; iii) compliance with applicable
governmental laws, rules and regulations; iv) the prompt internal reporting of
violations of this Code to an appropriate person or persons identified in the
Code; and v) accountability for adherence to the Code.
Proxy
Voting Policies
The
Board has adopted Proxy Voting Policies and Procedures ("Policies") on behalf of
the Trust, which delegate the responsibility for voting proxies of securities
held by the Funds to the Adviser or its designee, subject to the Board's
continuing oversight. The Policies require that the Adviser or its designee vote
proxies received in a manner consistent with the best interests of the Funds and
its shareholders. The Policies also require the Adviser or its designee to
present to the Board, at least annually, the Adviser's Proxy Policies and a
record of each proxy voted by the Adviser or its designee on behalf of the
Funds, including a report on the resolution of all proxies identified by the
Adviser as involving a conflict of interest. A copy of the Adviser's and each
Sub-Adviser's Proxy Voting Policies are attached hereto as Appendix A.
More
information.
Information regarding how the Funds voted proxies relating to portfolio
securities held by the Funds during the most recent 12-month period ending June
30 will be available (1) without charge, upon request, by calling the Fund at
1-855-523-8637; and (2) on the SEC’s website at http://www.sec.gov. In addition,
a copy of the Funds’ proxy voting policies and procedures are also available by
calling 1-855-523-8637 and will be sent within 3 business days of receipt of a
request.
DISTRIBUTION
OF SHARES
Quasar
Distributors, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101, is the
principal underwriter/distributor (the "Distributor") for the shares of the
Funds pursuant to a written agreement with the Trust (the "Underwriting
Agreement"). The Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934 and each state's securities laws and is a member
of FINRA. The offering of the Funds’ shares is continuous. The Underwriting
Agreement provides that the Distributor, as agent in connection with the
distribution of Fund shares, will use its best efforts to distribute the Funds’
shares.
The
Underwriting Agreement shall continue from year to year, subject to annual
approval by (a) the Board or a vote of a majority of the outstanding shares, and
(b) by a majority of the Trustees who are not interested persons of the Trust or
of the Distributor by vote cast in person at a meeting called for the purpose of
voting on such approval.
The
Underwriting Agreement may be terminated by the Funds at any time, without the
payment of any penalty, by vote of a majority of the entire Board of the Trust
or by vote of a majority of the outstanding shares of the Funds on 60 days'
written notice to the Distributor, or by the Distributor at any time, without
the payment of any penalty, on 60 days' written notice to the Funds. The
Underwriting Agreement will automatically terminate in the event of its
assignment.
The
Distributor may enter into selling agreements with broker-dealers that solicit
orders for the sale of shares of the Funds and may allow concessions to dealers
that sell shares of the Funds. The Distributor receives the portion of the sales
charge on all direct initial investments in the Funds and on all investments in
accounts with no designated dealer of record. The Distributor retains the
contingent deferred sales charge on redemptions of shares of the Funds that are
subject to a contingent deferred sales charge and passes the contingent deferred
sales charge to the Adviser.
Rule
12b-1 Plan
The
Trust has adopted a Plan of Distribution Pursuant to Rule 12b-1 under the 1940
Act (the "Rule 12b‑1 Plan") on behalf of the Class A and Class C shares of the
Funds. Under the Rule 12b-1 Plan, each Fund pays a fee to the Distributor for
distribution and shareholder services for Class A shares at an annual rate of
0.25% of a Fund’s average daily net assets, and for the Class C shares at an
annual rate of 1.00% of a Fund’s average daily net assets. The fees for the
Class C shares represent a 0.75% Rule 12b-1 distribution fee and a 0.25%
shareholder servicing fee. The Rule 12b-1 distribution fee and shareholder
servicing fees are discussed in greater detail below. The Rule 12b-1 Plan
provides that Distributor may use all or any portion of such Distribution Fee to
finance any activity that is principally intended to result in the sale of Fund
shares, subject to the terms of the Rule 12b-1 Plan, or to provide certain
shareholder services. Class I shares do not participate in the Rule 12b-1 Plan.
The Funds may pay distribution and shareholder servicing fees to the Distributor
at a lesser rate, as agreed upon by the Board of Trustees of the Trust and the
Distributor. The Distributor or other entities also receive the contingent
deferred sales charges imposed on certain redemptions of shares, which are
separate and apart from payments made pursuant to the Rule 12b-1
Plan.
The
Distributor is required to provide a written report, at least quarterly to the
Board of Trustees of the Trust, specifying in reasonable detail the amounts
expended pursuant to the Rule 12b-1 Plan and the purposes for which such
expenditures were made. Further, the Distributor will inform the Board of any
Rule 12b-1 fees to be paid by the Distributor to Recipients.
The
Rule 12b-1 Plan may not be amended to increase materially the amount of the
Distributor's compensation to be paid by the Funds, unless such amendment is
approved by the vote of a majority of the outstanding voting securities of the
affected class of a Fund (as defined in the 1940 Act). All material amendments
must be approved by a majority of the Board of Trustees of the Trust and a
majority of the non-interested Trustees by votes cast in person at a meeting
called for the purpose of voting on a Rule 12b-1 Plan. During the term of the
Rule 12b-1 Plan, the selection and nomination of non-interested Trustees of the
Trust will be committed to the discretion of current non-interested Trustees.
The Distributor will preserve copies of the Rule 12b-1 Plan, any related
agreements, and all reports, for a period of not less than six years from the
date of such document and for at least the first two years in an easily
accessible place.
Any
agreement related to the Rule 12b-1 Plan will be in writing and provide that:
(a) it may be terminated by the Trust or the applicable Fund at any time upon
sixty days' written notice, without the payment of any penalty, by vote of a
majority of the respective non-interested Trustees, or by vote of a majority of
the outstanding voting securities of the Trust or the Funds; (b) it will
automatically terminate in the event of its assignment (as defined in the 1940
Act); and (c) it will continue in effect for a period of more than one year from
the date of its execution or adoption only so long as such continuance is
specifically approved at least annually by a majority of the Board and a
majority of the non-interested Trustees by votes cast in person at a meeting
called for the purpose of voting on such agreement.
As
noted above, the Rule 12b-1 Plan provides for the ability to use assets
attributable to Class A and Class C shares of the Funds to pay financial
intermediaries (including those that sponsor mutual fund supermarkets), plan
administrators and other service providers to finance any activity that is
principally intended to result in the sale of Fund shares (distribution
services). The payments made by a Fund to these financial intermediaries are
based primarily on the dollar amount of assets invested in the Fund through the
financial intermediaries. These financial intermediaries may pay a portion of
the payments that they receive from a Fund to their investment professionals. In
addition to the ongoing asset-based fees paid to these financial intermediaries
under the Rule 12b-1 Plan, a Fund may, from time to time, make payments under
the Rule 12b-1 Plan that help defray the expenses incurred by these
intermediaries for conducting training and educational meetings about various
aspects of the Fund for their employees. In addition, a Fund may make payments
under the Rule 12b-1 Plan for exhibition space and otherwise help defray the
expenses these financial intermediaries incur in hosting client seminars where
the Fund is discussed.
To
the extent these asset-based fees and other payments made under the Rule 12b-1
Plan to these financial intermediaries for the distribution services they
provide to a Fund’s shareholders exceed the Distribution Fees available, these
payments are made by the Adviser from its own resources, which may include its
profits from the advisory fee it receives from the Fund. In addition, a Fund may
participate in various “fund supermarkets” in which a mutual fund supermarket
sponsor (usually a broker-dealer) offers many mutual funds to the sponsor’s
customers without charging the customers a sales charge. In connection with its
participation in such platforms, the Adviser may use all or a portion of the
Rule 12b-1 distribution fee to pay one or more supermarket sponsors a negotiated
fee for distributing a Fund’s shares. In addition, in its discretion, the
Adviser may pay additional fees to such intermediaries from its own
assets.
Rule
12b-1 Fees
Distribution
Fee
The
Distributor may use the Rule 12b-1 distribution fee to pay for services covered
by the Distribution Plan including, but not limited to, advertising,
compensating underwriters, dealers and selling personnel engaged in the
distribution of Class A or Class C Fund shares, the printing and mailing of
prospectuses, statements of additional information and reports to other than
current Class A or Class C Fund shareholders, the printing and mailing of sales
literature pertaining to the Class A or Class C shares of the Funds, and
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Funds may, from time to time, deem
advisable.
Shareholder
Servicing Fee
Under
the Rule 12b-1 Plan, the Funds pay the Distributor an amount not to exceed 0.25%
of the Funds’ average daily net assets attributable to Class C shares for
providing or arranging for shareholder support services provided to individuals
and plans holding Class C shares. Class A shares and Class I shares are not
subject to a shareholder servicing fee. The shareholder servicing fees may be
used to pay the Adviser and/or various shareholder servicing agents that perform
shareholder servicing functions and maintenance of Class C shareholder accounts.
These services may also include the payment to financial intermediaries
(including those that sponsor mutual fund supermarkets) and other service
providers to obtain shareholder services and maintenance of shareholder accounts
(including such services provided by broker-dealers that maintain all individual
shareholder account records of, and provide shareholder servicing to, their
customers who invest in the Class C shares of the Funds through a single
“omnibus” account of the broker-dealer). Under the Rule 12b-1 Plan, shareholder
servicing fee payments to the Distributor are calculated and paid at least
annually.
To
the extent these asset-based fees and other payments to these financial
intermediaries for shareholder servicing and account maintenance they provide to
the Class C shares of the Funds exceed the shareholder servicing fees available,
these payments are made by the Adviser from its own resources, which may include
its profits from the advisory fee it receives from the Fund. In addition, the
Funds may participate in various “fund supermarkets.” The Funds pay the
supermarket sponsor a negotiated fee for continuing services, including, without
limitation, for maintaining shareholder account records and providing
shareholder servicing to their brokerage customers who are shareholders of the
Funds. If the supermarket sponsor’s shareholder servicing fees exceed the
shareholder servicing fees available from the Funds, then the balance is paid
from the resources of the Adviser.
The
following table reflects the principal types of activities for which Rule 12b-1
payments are made, including the dollar amount paid by each Fund during the
fiscal year ended December 31, 2023.
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| |
| Advertising/
Marketing |
Printing/
Postage |
Payment
to Distributor |
Payment
to Dealers |
Compensation
to Sales Personnel |
Other |
Total |
Macro
Strategies Fund |
$0 |
$0 |
$0 |
$481,807 |
$145,753 |
$0 |
$627,560 |
Commodities
Strategy Fund |
$0 |
$0 |
$0 |
$599,501 |
$16,757 |
$0 |
$616,258 |
Dynamic
Opportunity Fund |
$0 |
$0 |
$0 |
$31,731 |
$4,347 |
$0 |
$36,078 |
Spectrum
Income Fund |
$0 |
$0 |
$0 |
$147,920 |
$15,542 |
$0 |
$163,462 |
Market
Trend Fund |
$0 |
$0 |
$0 |
$250,558 |
$43,773 |
$0 |
$294,331 |
PORTFOLIO
MANAGERS
The
following table lists the number and types of accounts managed by the Portfolio
Managers in addition to those of the Funds and assets under management in those
accounts as of December 31, 2023:
Total
Other Accounts Managed
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| |
Portfolio
Manager |
Registered
Investment Company Accounts |
Assets
Managed |
Pooled
Investment Vehicle Accounts |
Assets
Managed |
Other
Accounts |
Assets
Managed |
LoCorr
Fund Management, LLC
– (all
Funds) |
Jon
Essen |
0 |
$0 |
0 |
$0 |
0 |
$0 |
LoCorr
Fund Management, LLC
– (all
Funds) |
Sean
Katof |
0 |
$0 |
1 |
$135.5
million |
0 |
$0 |
Graham
Capital Management, L.P.
– (Macro
Strategies Fund and Market Trend Fund) |
Kenneth
G. Tropin |
7 |
$2.6
billion |
16 |
$7.8
billion |
26 |
$7.4
billion |
Pablo
Calderini |
7 |
$2.6
billion |
16 |
$7.8
billion |
26 |
$7.4
billion |
Kettle
Hill Capital Management, LLC
– (Dynamic
Opportunity Fund) |
Andrew
Y. Kurita |
2 |
$131
million |
3 |
$164.9
million |
1 |
$218.1
million |
Millburn
Ridgefield Corporation
– (Macro
Strategies Fund) |
Harvey
Beker |
3 |
$5.7
billion |
23 |
$1.3
billion |
44 |
$2.4
billion |
Barry
Goodman |
3 |
$5.7
billion |
20 |
$1.2
billion |
44 |
$2.4
billion |
Grant
Smith |
3 |
$5.7
billion |
20 |
$1.2
billion |
44 |
$2.4
billion |
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| |
Portfolio
Manager |
Registered
Investment Company Accounts |
Assets
Managed |
Pooled
Investment Vehicle Accounts |
Assets
Managed |
Other
Accounts |
Assets
Managed |
Michael
Soss |
3 |
$5.7
billion |
20 |
$1.2
billion |
44 |
$2.4
billion |
Millrace
Asset Group, Inc.
– (Dynamic
Opportunity Fund) |
William
Kitchel |
0 |
$0 |
2 |
$133
million |
0 |
$0 |
Whit
Maroney |
0 |
$0 |
2 |
$133
million |
0 |
$0 |
Nuveen
Asset Management, LLC
– (Macro
Strategies Fund,
Commodities
Strategy Fund and Market Trend Fund) |
Tony
Rodriguez |
0 |
$0 |
0 |
$0 |
0 |
$0 |
Peter
Agrimson |
6 |
$25
billion |
1 |
$78
million |
4 |
$13
million |
Revolution
Capital Management LLC
– (Macro
Strategies Fund) |
Michael
Mundt |
3 |
$483
million |
6 |
$190
million |
10 |
$249
million |
Theodore
Olson |
3 |
$483
million |
6 |
$190
million |
10 |
$249
million |
Bramshill
Investments, LLC
– (Spectrum
Income Fund) |
Steven
C. Carhart |
0 |
$0 |
0 |
$0 |
0 |
$0 |
Art
DeGaetano |
4 |
$2.3
billion |
1 |
$250
million |
858 |
$3.23
billion |
Justin
Byrnes |
0 |
$0 |
0 |
$0 |
0 |
$0 |
R.G.
Niederhoffer Capital Management, Inc.
– (Macro
Strategies Fund) |
Roy
Niederhoffer |
1 |
$154
million |
7 |
$36
million |
4 |
$477
million |
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| |
Portion
of Total Other Accounts Managed Subject to Performance Fees
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| |
Portfolio
Manager |
Registered
Investment Company Accounts |
Assets
Managed |
Pooled
Investment Vehicle Accounts |
Assets
Managed |
Other
Accounts |
Assets
Managed |
LoCorr
Fund Management, LLC
– (all
Funds) |
Jon
Essen |
0 |
$0 |
0 |
$0 |
0 |
$0 |
LoCorr
Fund Management, LLC
– (all
Funds)) |
Sean
Katof |
0 |
$0 |
1 |
$337,957 |
0 |
$0 |
Graham
Capital Management, L.P.
– (Macro
Strategies Fund and Market Trend Fund) |
Kenneth
G. Tropin |
0 |
$0 |
4 |
$0.6
billion |
14 |
$1.3
billion |
Pablo
Calderini |
0 |
$0 |
4 |
$0.6
billion |
14 |
$1.3
billion |
Kettle
Hill Capital Management, LLC
– (Dynamic
Opportunity Fund) |
Andrew
Y. Kurita |
0 |
$0 |
3 |
$164.9
million |
1 |
$218.1
million |
Millburn
Ridgefield Corporation
– (Macro
Strategies Fund) |
Harvey
Beker |
0 |
$0 |
23 |
$1.1
billion |
40 |
$1.4
billion |
Barry
Goodman |
0 |
$0 |
16 |
$1
billion |
40 |
$1.4
billion |
Grant
Smith |
0 |
$0 |
16 |
$1
billion |
40 |
$1.4
billion |
Michael
Soss |
0 |
$0 |
16 |
$1
billion |
40 |
$1.4
billion |
Millrace
Asset Group, Inc.
– (Dynamic Opportunity Fund) |
William
Kitchel |
0 |
$0 |
1 |
$118
million |
0 |
$0 |
Whit
Maroney |
0 |
$0 |
1 |
$118
million |
0 |
$0 |
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| |
Portfolio
Manager |
Registered
Investment Company Accounts |
Assets
Managed |
Pooled
Investment Vehicle Accounts |
Assets
Managed |
Other
Accounts |
Assets
Managed |
Nuveen
Asset Management, LLC
– (Macro
Strategies Fund,
Commodities
Strategy Fund and Market Trend Fund) |
Tony
Rodriguez |
0 |
$0 |
0 |
$0 |
0 |
$0 |
Peter
Agrimson |
0 |
$0 |
0 |
$0 |
0 |
$0 |
Revolution
Capital Management LLC
– (Macro
Strategies Fund) |
Michael
Mundt |
0 |
$0 |
6 |
$190
million |
8 |
$234
million |
Theodore
Olson |
0 |
$0 |
6 |
$190
million |
8 |
$234
million |
Bramshill
Investments, LLC
– (Spectrum
Income Fund) |
Steven
C. Carhart |
0 |
$0 |
0 |
$0 |
0 |
$0 |
Art
DeGaetano |
0 |
$0 |
1 |
$250
million |
0 |
$0 |
Justin
Byrnes |
0 |
$0 |
0 |
$0 |
0 |
$0 |
R.G.
Niederhoffer Capital Management, Inc.
– (Macro
Strategies Fund) |
Roy
Niederhoffer |
0 |
$0 |
5 |
$36
million |
4 |
$477
million |
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| |
Conflicts
of Interest
As
indicated in the table above, the portfolio managers may manage numerous
accounts for multiple clients. These accounts may include registered
investment companies, other types of pooled accounts (e.g., collective
investment funds), and separate accounts (i.e., accounts managed on behalf of
individuals or public or private institutions). The portfolio managers
make investment decisions for each account based on the investment objectives
and policies and other relevant investment considerations applicable to that
portfolio.
When
the portfolio managers have responsibility for managing more than one account,
potential conflicts of interest may arise. Those conflicts could include
preferential treatment of one account over others in terms of allocation of
resources or of investment opportunities. For instance, the Adviser or
Sub-Advisers may receive fees from certain accounts that are higher than the fee
received from the Fund, or any of them may receive a performance-based fee on
certain accounts. In those instances, the portfolio managers may have an
incentive to favor the higher and/or performance-based fee accounts over the
Funds. The Adviser and Sub-Advisers have adopted policies and procedures
designed to address these potential material conflicts. For instance, the
Adviser and Sub-Advisers utilize a system for allocating investment
opportunities among portfolios that is designed to provide a fair and equitable
allocation.
Compensation
of the Portfolio Managers
As
compensation, the Adviser portfolio managers receive a salary and discretionary
bonus.
Each
GCM portfolio manager receives
a salary and discretionary bonus. The
portfolio managers' compensation is not dependent on the performance of a Fund.
The
KHCM portfolio manager receives a salary.
Each
Millburn portfolio manager receives a salary and discretionary annual bonus. The
portfolio managers' compensation is not dependent on the performance of a
Fund.
Each
Millrace portfolio manager receives a salary. The portfolio managers'
compensation is not dependent on the performance of a Fund.
Each
Nuveen portfolio manager receives a salary and discretionary bonus. In addition,
the portfolio managers may qualify for long term incentive/retention plans that
may provide additional compensation.
Each
Revolution portfolio manager receives a salary and discretionary bonus. The
portfolio managers' compensation is not dependent on the performance of a Fund.
Each
Bramshill portfolio manager receives a salary and discretionary annual bonus.
The portfolio managers' compensation is not dependent on the performance of a
Fund.
Each
Niederhoffer portfolio manager receives a salary and discretionary bonus. The
portfolio managers' compensation is not dependent on the performance of a Fund.
Ownership
As
of December 31, 2023, the portfolio managers owned securities in the Funds in
the following amounts:
Amount
Invested Key:
A.None
B.$1-$10,000
C.$10,001-$50,000
D.$50,001-$100,000
E.$100,001-$500,000
F.$500,001-$1,000,000
G.Over
$1,000,000
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Portfolio
Manager |
Dollar
Range of Equity Securities in the Funds |
Macro
Strategies Fund |
Commodities
Strategy Fund |
Dynamic
Fund |
Spectrum
Income Fund |
Market
Trend Fund |
Jon
C. Essen |
E |
C |
C |
D |
C |
Sean
Katof |
E |
E |
E |
C |
D |
Kenneth
G. Tropin |
A |
A |
A |
A |
A |
Pablo
Calderini |
A |
A |
A |
A |
A |
Andrew
Y. Kurita |
A |
A |
A |
A |
A |
Harvey
Beker |
A |
A |
A |
A |
A |
Barry
Goodman |
A |
A |
A |
A |
A |
Grant
Smith |
A |
A |
A |
A |
A |
Michael
Soss |
A |
A |
A |
A |
A |
William
Kitchel |
A |
A |
A |
A |
A |
Whit
Maroney |
A |
A |
A |
A |
A |
Tony
Rodriguez |
A |
A |
A |
A |
A |
Peter
Agrimson |
A |
A |
A |
A |
A |
Michael
Mundt |
A |
A |
A |
A |
A |
Theodore
Olson |
A |
A |
A |
A |
A |
Steve
Carhart |
A |
A |
A |
F |
A |
Art
DeGaetano |
A |
A |
A |
A |
A |
Justin
Byrnes |
A |
A |
A |
A |
A |
Roy
Niederhoffer |
A |
A |
A |
A |
A |
ORGANIZATION
AND MANAGEMENT OF WHOLLY-OWNED SUBSIDIARIES
The
Subsidiary of the Macro Strategies Fund is LCMFS Fund, Limited. The Subsidiary
of the Commodities Strategy Fund is LCLSCS Fund Limited. The Subsidiary of the
Market Trend Fund is LCMT Fund Limited. Each Subsidiary is a company organized
under the laws of the Cayman Islands, whose registered office is located at the
offices of LCMFS Fund, Limited, LCLSCS Fund Limited, LCMT Fund Limited, and LCHC
Fund, Limited, each c/o Maples Corporate Services, Limited, PO Box 309, Ugland
House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.
The Subsidiaries’ affairs are overseen by a board of directors composed of the
five Independent Trustees from the Board of Trustees of the Trust.
Each
Subsidiary has entered into separate contracts with the Adviser for the
management of the Subsidiary's portfolio. Each Subsidiary has also entered into
arrangements with U.S. Bank, N.A. to serve as the Subsidiaries’ custodian. The
Subsidiaries have adopted compliance policies and procedures that are
substantially similar to the policies and procedures adopted by the Funds. The
Funds’ Chief Compliance Officer oversees implementation of the Subsidiaries’
policies and procedures, and makes periodic reports to the Funds’ Board
regarding the Subsidiaries’ compliance with its policies and
procedures.
The
Funds pay the Adviser a fee for its services. Except with respect to the Macro
Strategies Fund and the Market Trend Fund, the Adviser has contractually agreed
to waive the management fee it receives from each Fund’s Subsidiary, so long as
the Subsidiary is wholly-owned by the Fund. This undertaking will continue in
effect for so long as the Funds invest in the Subsidiaries, and may not be
terminated by the Adviser unless the Adviser first obtains the prior approval of
the Funds’ Board of Trustees for such termination. The Adviser pays GCM,
Millburn, and Revolution a fee for its services on a consolidated basis for
services to the Funds and their respective Subsidiaries. Each Subsidiary will
bear the fees and expenses incurred in connection with the custody services that
it receives. Each Fund expects that the expenses borne by the respective
Subsidiary will not be material in relation to the value of the Fund's assets.
It is also anticipated that the Funds’ own expenses will be reduced to some
extent as a result of the payment of such expenses at the Subsidiary level. It
is therefore expected that the Funds’ investment in the Subsidiaries will not
result in the Funds’ paying duplicative fees for similar services provided to
the Funds and Subsidiaries.
Please
refer to the section in this SAI titled "Tax Status – Wholly-Owned Subsidiaries"
for information about certain tax aspects of the Funds’ investment in the
Subsidiaries.
ALLOCATION
OF PORTFOLIO BROKERAGE
Specific
decisions to purchase or sell securities for the Funds are made by the portfolio
managers, who are employees of the Adviser or Sub-Advisers. The Adviser and
Sub-Advisers are authorized by the Trustees to allocate the orders placed on
behalf of the Funds to brokers or dealers who may, but need not, provide
research or statistical material or other services to the Funds or the Adviser
or Sub-Advisers for the Funds’ use. Such allocation is to be in such amounts and
proportions as the Adviser or Sub-Advisers may determine.
In
selecting a broker or dealer to execute each particular transaction, the Adviser
and Sub-Advisers will take into consideration execution capability and available
liquidity; timing and size of particular orders; commission rates;
responsiveness; trading experience; reputation, and integrity and fairness in
resolving disputes. "Best execution" means the best overall qualitative
execution, not necessarily the lowest possible commission cost. The Adviser and
Sub-Advisers will obtain information as to the general level of
commission
rates being charged by the brokerage community from time to time and will
periodically evaluate the overall reasonableness of brokerage commissions paid
on client transactions by reference to such data. The Adviser and Sub-Advisers
periodically review the past performance of the exchange members, brokers or
dealers with whom they have been placing orders to execute Fund transactions in
light of the factors discussed above.
Brokers
or dealers executing a portfolio transaction on behalf of the Funds may receive
a commission in excess of the amount of commission another broker or dealer
would have charged for executing the transaction if the Adviser or Sub-Advisers
determines in good faith that such commission is reasonable in relation to the
value of brokerage, research and other services provided to the Funds. In
allocating portfolio brokerage, the Adviser or Sub-Advisers may select brokers
or dealers who also provide brokerage, research and other services to other
accounts over which the Adviser or Sub-Advisers exercise investment discretion.
Some of the services received as the result of Fund transactions may primarily
benefit accounts other than the Funds, while services received as the result of
portfolio transactions effected on behalf of those other accounts may primarily
benefit the Funds.
The
following tables set forth the brokerage commissions that were paid by the Funds
during the fiscal years ended December 31, 2021, 2022 and 2023:
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|
|
|
|
|
|
|
|
|
|
| |
Aggregate
Brokerage Commissions Paid During Fiscal Years Ended December
31, |
| 2023 |
| 2022 |
| 2021 |
Macro
Strategies Fund |
$ |
1,854,376 |
|
| $ |
2,163,453 |
|
| $ |
2,017,587 |
|
Commodities
Strategy Fund |
$ |
0 |
|
| $ |
0 |
|
| $ |
0 |
|
Dynamic
Opportunity Fund |
$ |
647,441 |
|
| $ |
345,981 |
|
| $ |
97,756 |
|
Spectrum
Income Fund |
$ |
396,989 |
|
| $ |
846,691 |
|
| $ |
178,698 |
|
Market
Trend Fund |
$ |
125,087 |
|
| $ |
121,930 |
|
| $ |
79,883 |
|
As
of December 31, 2023, the Macro Strategies Fund owned the following securities
issued by any of the ten broker-dealers with whom the Fund transacted the most
business during the fiscal year ended December 31, 2023:
|
|
|
|
| |
Broker
Dealer |
Dollar
Value |
Bank
of America Merrill Lynch |
$13,437,646 |
J.P.
Morgan Securities LLC |
$8,312,812 |
Citigroup
Global Markets Inc. |
$5,394,479 |
Morgan
Stanley & Co. LLC |
$5,134,560 |
Wells
Fargo Securities LLC |
$3,437,621 |
Barclays
Capital Inc. |
$2,117,255 |
HSBC
Securities Inc. |
$1,618,646 |
Deutsche
Bank Securities Inc. |
$893,733 |
As
of December 31, 2023, the Commodities Strategy Fund owned the following
securities issued by any of the ten broker-dealers with whom the Fund transacted
the most business during the fiscal year ended December 31, 2023:
|
|
|
|
| |
Broker
Dealer |
Dollar
Value |
Barclays
Capital Inc. |
$5,806,295 |
Citigroup
Global Markets Inc. |
$3,101,093 |
Bank
of America Merrill Lynch |
$11,254,883 |
Morgan
Stanley & Co. LLC |
$2,970,110 |
JP
Morgan Securities LLC |
$7,477,584 |
Wells
Fargo Securities LLC |
$1,978,935 |
Deutsche
Bank Securities Inc. |
$515,615 |
HSBC
Securities Inc. |
$956,906 |
As
of December 31, 2023, the Market Trend Fund owned the following securities
issued by any of the ten broker-dealers with whom the Fund transacted the most
business during the fiscal year ended December 31, 2023:
|
|
|
|
| |
Broker
Dealer |
Dollar
Value |
Citigroup
Global Markets Inc. |
$1,388,165 |
Barclays
Capital Inc. |
$406,370 |
Deutsche
Bank Securities Inc. |
$230,799 |
Bank
of America Merrill Lynch |
$4,169,044 |
JP
Morgan Securities LLC |
$2,786,786 |
Morgan
Stanley & Co. LLC |
$1,322,163 |
HSBC
Securities Inc. |
$423,704 |
Goldman
Sachs & Co. LLC |
$2,339,689 |
As
of December 31, 2023, the Dynamic Opportunity Fund and the Spectrum Income Fund
did not own any securities issued by any of the ten broker-dealers with whom the
Funds transacted the most business during the fiscal year ended
December 31, 2023.
PORTFOLIO
TURNOVER
The
Funds’ portfolio turnover rates are 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 a Fund during the
fiscal year. The calculation excludes from both the numerator and the
denominator securities with maturities at the time of acquisition of one year or
less. High portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which will be borne directly by the
Funds. A 100% turnover rate would occur if all of the Funds’ portfolio
securities were replaced once within a one-year period.
|
|
|
|
|
|
|
| |
Portfolio
Turnover for Fiscal Year Ended December 31, |
| 2023 |
2022 |
Macro
Strategies Fund |
74% |
76% |
Commodities
Strategy Fund |
64% |
90% |
Dynamic
Opportunity Fund |
932%1 |
686% |
Spectrum
Income Fund |
38% |
50% |
Market
Trend Fund |
77% |
100% |
1
The
increase in portfolio turnover for the fiscal year ended December 31, 2023 was
due to heightened volatility in the equity markets and net outflows from the
Fund.
OTHER
SERVICE PROVIDERS
Fund
Administration, Fund Accounting and Transfer Agent
The
Fund Administrator, Fund Accountant and Transfer Agent for the Funds is U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services
(“Fund Services”), which has its principal office at 615 East Michigan Street,
Milwaukee, WI 53202, and is primarily in the business of providing
administrative, fund accounting and transfer agent services to retail and
institutional mutual funds.
Pursuant
to a Fund Administration Servicing Agreement, Fund Accounting Servicing
Agreement and a Transfer Agent Servicing Agreement (each an "Agreement" and
together the "Agreements") with the Funds, Fund Services provides
administrative, accounting and transfer agent services to the Funds, subject to
the supervision of the Board.
Each
Agreement was initially approved by the Board with respect to each Fund. Each
Agreement shall remain in effect for 3 years from the date of its initial
approval, and is subject to renewal thereafter. Each Agreement is terminable by
the Board or Fund Services on 90 days’ written notice and may be assigned
provided the non-assigning party provides prior written consent. The Agreements
provide that Fund Services shall not be liable to the Trust except for
liabilities resulting from its refusal or failure to comply with the terms of
the Agreements, or its bad faith, negligence or willful misconduct in the
performance of its duties under the Agreements.
Administration.
Fund Services provides general Fund administrative management such as: acting as
liaison among Fund service providers, coordinating the Trustee's communications,
meeting agendas and resolutions, preparing appropriate schedules and assisting
independent auditors, monitoring compliance with the Investment Company Act
requirements, preparing and filing with the appropriate state securities
authorities any and all required compliance filings relating to the
qualification of the securities of the Funds, assisting Fund counsel in the
annual update of the Prospectus and SAI and in preparation of proxy statements
as needed, monitoring the Trust’s status as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, providing financial data
required by the Prospectus and SAI, and preparing and filing on a timely basis
appropriate federal and state tax returns.
For
the administrative services rendered to the Funds, Fund Services received fund
administration fees in the following amounts:
|
|
|
|
|
|
|
|
|
|
| |
Fund
Administration Fees Paid During Fiscal Year Ended December
31, |
| 2023 |
2022 |
2021 |
Macro
Strategies Fund |
$574,431 |
$634,857 |
$447,615 |
Commodities
Strategy Fund |
407,219 |
408,750 |
248,942 |
Dynamic
Opportunity Fund |
74,877 |
71,257 |
70,421 |
Spectrum
Income Fund |
78,771 |
74,336 |
60,889 |
Market
Trend Fund |
216,887 |
210,463 |
136,847 |
Fund
Accounting.
Fund
Services provides general Fund accounting services, including: portfolio
valuation and trade reporting, expense accrual and payment, computation of net
asset value, maintenance of ledgers and books and records, financial and tax
reporting, as required by the 1940 Act, maintaining certain books and records
described in Rule 31a-1 under the 1940 Act, and reconciling account information
and balances among the Funds’ custodian or Adviser and reconciling sales and
redemptions of shares of the Funds.
For
the fund accounting services rendered to the Funds by Fund Services, the Funds
pay a fund accounting fee based upon the number and type of Fund transactions
and accounting-related out-of-pocket expenses.
Transfer
Agent. U.S.
Bancorp Fund Services, LLC, which has its principal office at 615 East Michigan
Street, Milwaukee, WI 53202, serves as transfer, dividend disbursing, and
shareholder servicing agent for the Funds.
Custodian.
U.S. Bank, N.A., (the "Custodian") which has its principal office at 1555 N.
RiverCenter Dr., Suite 302, Milwaukee, WI 53212, serves as the custodian of the
Funds’ assets pursuant to a Custody Agreement by and between the Custodian and
the Trust on behalf of the Funds. The Custodian's responsibilities include
safeguarding and controlling the Funds’ cash and securities, handling the
receipt and delivery of securities, and collecting interest and dividends on the
Funds’ investments. Pursuant to the Custody Agreement, the Custodian also
maintains original entry documents and books of record and general ledgers;
posts cash receipts and disbursements; and records purchases and sales based
upon communications from the Adviser and Sub-Adviser. The Funds may employ
foreign sub-custodians that are approved by the Board to hold foreign
assets.
DESCRIPTION
OF SHARES
Each
share of beneficial interest of the Trust has one vote in the election of
Trustees. Cumulative voting is not authorized for the Trust. This means that the
holders of more than 50% of the shares voting for the election of Trustees can
elect 100% of the Trustees if they choose to do so, and, in that event, the
holders of the remaining shares will be unable to elect any Trustees.
Shareholders
of the Trust and any other future series of the Trust will vote in the aggregate
and not by series except as otherwise required by law or when the Board
determines that the matter to be voted upon affects only the interest of the
shareholders of a particular series. Matters such as ratification of the
independent public accountants and election of Trustees are not subject to
separate voting requirements and may be acted upon by shareholders of the Trust
voting without regard to series.
The
Trust is authorized to issue an unlimited number of shares of beneficial
interest. Each share has equal dividend, distribution and liquidation rights.
There are no conversion or preemptive rights applicable to any shares of the
Funds. All shares issued are fully paid and non-assessable.
ANTI-MONEY
LAUNDERING PROGRAM
The
Trust has established an Anti-Money Laundering Compliance Program (the
"Program") as required by the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA
PATRIOT Act"). To ensure compliance with this law, the Trust's Program provides
for the development of internal practices, procedures and controls, designation
of anti-money laundering compliance officers, an ongoing training program and an
independent audit function to determine the effectiveness of the Program.
Procedures
to implement the Program include, but are not limited to, determining that the
Funds' Distributor and the Administrator have established proper anti-money
laundering procedures, reported suspicious and/or fraudulent activity and a
complete and thorough review of all new opening account applications. The Trust
will not transact business with any person or legal entity whose identity and
beneficial owners, if applicable, cannot be adequately verified under the
provisions of the USA PATRIOT Act.
As
a result of the Program, the Trust may be required to "freeze" the account of a
shareholder if the shareholder appears to be involved in suspicious activity or
if certain account information matches information on government lists of known
terrorists or other suspicious persons, or the Trust may be required to transfer
the account or proceeds of the account to a governmental agency.
PURCHASE,
REDEMPTION AND PRICING OF SHARES
Pricing
of Shares
The
net asset value ("NAV") of the shares of each Fund is determined at the close of
trading (normally 4:00 p.m., Eastern Time) on each day the New York Stock
Exchange ("NYSE") is open for business. For a description of the methods used to
determine the NAV, see "How Shares Are Priced" in the Prospectus.
Equity
securities generally are valued by using market quotations, but may be valued on
the basis of prices furnished by a pricing service when the Adviser believes
such prices accurately reflect the fair market value of such securities.
Securities that are traded on any stock exchange or on the NASDAQ
over-the-counter market are generally valued by the pricing service at the last
quoted sale price. Lacking a last sale price, an equity security is generally
valued by the pricing service at its last bid price. When market quotations are
not readily available, when the Adviser determines that the market quotation or
the price provided by the pricing service does not accurately reflect the
current market value, or when restricted or illiquid securities are being
valued, such securities are valued as determined in good faith by the Adviser,
in conformity with guidelines adopted by and subject to the overall oversight of
the Board.
The
Trust expects that the holidays upon which the Exchange will be closed are as
follows: New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday,
Good Friday, Memorial Day, Juneteenth National Independence Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Purchase
of Shares
Investors
may only purchase Fund shares after receipt of a current Prospectus and by
filling out and submitting an application supplied by the Funds. Orders for
shares received by a Fund in good order prior to the close of business on the
NYSE on each day during such periods that the NYSE is open for trading are
priced at net asset value per share or offering price (net asset value plus a
sales charge, if applicable) computed as of the close of the regular session of
trading on the NYSE. Orders received in good order after the close of the NYSE,
or on a day it is not open for trading, are priced at the close of
such
NYSE on the next day on which it is open for trading at the next determined net
asset value or offering price per share.
The
availability of certain sales charge waivers and discounts will depend on
whether you purchase your shares directly from the Funds or through a financial
intermediary. Intermediaries may have different policies and procedures
regarding the availability of front-end sales load waivers or contingent
deferred (back-end) sales load (“CDSC”) waivers. In all instances, it is
the purchaser’s responsibility to notify the Funds or the purchaser’s financial
intermediary at the time of purchase of any relationship or other facts
qualifying the purchaser for sales charge waivers or discounts. For
waivers and discounts not available through a particular intermediary,
shareholders will have to purchase Fund shares directly from the Funds or
through another intermediary to receive these waivers or discounts. Please
see “Intermediary-Defined Sales Charge Waiver Policies” in Appendix A of
the Funds’ Prospectus for more information.
Redemption
of Shares
Each
Fund will redeem all or any portion of a shareholder's shares in the Fund when
requested in accordance with the procedures set forth in the "Redemptions"
section of the Prospectus. Under the 1940 Act, a shareholder's right to redeem
shares and to receive payment therefore may be suspended at times:
(a)when
the NYSE is closed, other than customary weekend and holiday
closings;
(b)when
trading on that exchange is restricted for any reason;
(c)when
an emergency exists as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable or it is not reasonably practicable
for the Fund to fairly determine the value of its net assets, provided that
applicable rules and regulations of the SEC (or any succeeding governmental
authority) will govern as to whether the conditions prescribed in (b) or (c)
exist; or
(d)when
the SEC by order permits a suspension of the right to redemption or a
postponement of the date of payment on redemption.
In
case of suspension of the right of redemption, payment of a redemption request
will be made based on the net asset value next determined after the termination
of the suspension. The redemption price is the net asset value next determined
after notice is received by a Fund for redemption of shares, minus the amount of
any applicable redemption fee and/or deferred sales charge. The proceeds
received by the shareholder may be more or less than his/her cost of such
shares, depending upon the net asset at the time of redemption and the
difference should be treated by the shareholder as a capital gain or loss for
federal and state income tax purposes.
Each
Fund may purchase shares of Investment Companies that charge a redemption fee to
shareholders (such as the Funds) that redeem shares of the Underlying Fund
within a certain period of time (such as one year). The fee is payable to the
Underlying Fund. Accordingly, if a Fund were to invest in an Underlying Fund and
incur a redemption fee as a result of redeeming shares in such Underlying Fund,
the Fund would bear such redemption fee. The Funds will not, however, invest in
shares of an Underlying Fund that is sold with a contingent deferred sales
load.
Supporting
documents in addition to those listed under "Redemptions" in the Prospectus will
be required from executors, administrators, Trustees, or if redemption is
requested by someone other than the shareholder of record. Such documents
include, but are not restricted to, stock powers, Trust instruments,
certificates of death, appointments as executor, certificates of corporate
authority and waiver of tax required in some states when settling
estates.
Redemption
Fee/Market Timing
The
Funds discourage and do not accommodate market timing. Market timing is an
investment strategy using frequent purchases and redemptions and/or exchanges in
an attempt to profit from short-term market movements. Market timing may
result in dilution of the value of Fund shares held by long-term
shareholders,
disrupt portfolio management, and increase Fund expenses for all shareholders.
The Board of Trustees has adopted a policy requiring the Funds’ transfer
agent to monitor shareholder activity for purchases and redemptions and/or
exchanges that reasonably indicate market timing activity. The transfer
agent does not employ an objective standard and may not be able to identify all
market timing activity or may misidentify certain trading activity as market
timing activity. The Board of Trustees also has adopted a redemption
policy to discourage short-term traders and/or market timers from investing in
certain Funds. For the Spectrum Income Fund, a 2% fee will be assessed against
investment proceeds withdrawn within 60 days of investment. Shares held longest
will be treated as being redeemed first and shares held shortest as being
redeemed last. The redemption fee is intended to offset the costs
associated with short-term shareholder trading and is retained by the Fund.
The redemption fee is applied uniformly in all cases.
While
the Funds attempt to deter market timing, there is no assurance that they will
be able to identify and eliminate all market timers. For example, certain
accounts called "omnibus accounts" include multiple shareholders. Omnibus
accounts typically provide the Funds with a net purchase or redemption request
on any given day where purchasers of Fund shares and redeemers of Fund shares
are netted against one another and the identity of individual purchasers and
redeemers whose orders are aggregated is not known by the Funds. The
netting effect often makes it more difficult to apply redemption fees, and there
can be no assurance that the Funds will be able to apply the fee to such
accounts in an effective manner. Brokers maintaining omnibus accounts with
the Funds have agreed to provide shareholder transaction information, to the
extent known to the broker, to the Funds upon request. If the Funds become
aware of market timing in an omnibus account, it will work with the broker
maintaining the omnibus account to identify the shareholder engaging in the
market timing activity. In addition to the redemption fee, the Funds reserve the
right to reject any purchase order for any reason, including purchase orders
that it does not think are in the best interest of the Funds or their
shareholders or if the Funds think that trading is abusive.
Waivers
of Redemption Fees: The
Funds have elected not to impose the redemption fee for:
◦redemptions
and exchanges of Fund shares acquired through the reinvestment of dividends and
distributions;
◦certain
types of redemptions and exchanges of Fund shares owned through
participant-directed retirement plans;
◦redemptions
or exchanges in discretionary asset allocation, fee based or wrap programs
("wrap programs") that are initiated by the sponsor/financial advisor as part of
a periodic rebalancing;
◦redemptions
or exchanges in a fee based or wrap program that are made as a result of a full
withdrawal from the wrap program or as part of a systematic withdrawal plan
including the Funds’ systematic withdrawal plan;
◦involuntary
redemptions, such as those resulting from a shareholder's failure to maintain a
minimum investment in a Fund; or
◦other
types of redemptions as the Adviser or the Trust may determine in special
situations and approved by the Funds’ or the Adviser's Chief Compliance
Officer.
TAX
STATUS
Under
provisions of Sub-Chapter M of the Internal Revenue Code of 1986 as amended,
each Fund, by paying out substantially all of its investment income and realized
capital gains, intends to be relieved of federal income tax on the amounts
distributed to shareholders. In order to qualify as a "regulated investment
company" under Subchapter M, at least 90% of the Fund's income must be derived
from dividends, interest and gains from securities transactions, and no more
than 50% of the Fund's total assets may be in two or more securities that exceed
5% of the total assets of the Fund at the time of each security's purchase. Not
qualifying under Sub-Chapter M of the Internal Revenue Code would cause a Fund
to be considered a personal holding company subject to normal corporate income
taxes. This would reduce the value of shareholder holdings by the amount of
taxes paid. Any subsequent dividend distribution of the Fund's earnings after
taxes would still be taxable as received by shareholders. The Fund may invest in
companies that pay "qualifying dividends." Investors in the Fund may benefit
from the tax bill and its lower tax rate on taxable quarterly dividend payments,
attributable to corporate dividends, distributed by the Funds.
Net
investment income is made up of dividends and interest less expenses. Net
capital gain for a fiscal year is computed by taking into account any capital
loss carryforward of the Fund. Capital losses incurred in tax years beginning
after December 22, 2010 may now be carried forward indefinitely and retain the
character of the original loss. Under previously enacted laws, capital losses
could be carried forward to offset any capital gains for only eight years, and
carried forward as short-term capital losses, irrespective of the character of
the original loss. Capital loss carryforwards are available to offset future
realized capital gains. To the extent that these carryforwards are used to
offset future capital gains it is probable that the amount offset will not be
distributed to shareholders. At December 31, 2023, the Funds had net realized
capital loss carryovers as follows, all of which have an indefinite
expiration:
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Capital
Loss Carryovers as of Fiscal Year Ended December 31, 2023 |
| |