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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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x
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 205
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x
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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x
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Amendment No. 206
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x
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immediately upon filing pursuant to paragraph (b)
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X
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on February 28, 2018, pursuant to paragraph (a) (1)
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X
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Investor Class*
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Class C
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Class I
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RiverFront Dynamic Allocation 100/0 Target**
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RLTAX
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RLTCX
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RLFIX
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RiverFront Dynamic Allocation 80/20 Target**
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RMGAX
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RMGCX
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RMGIX
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RiverFront Dynamic Allocation 70/30 Target**
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RLGAX
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RLGCX
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RLIIX
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RiverFront Dynamic Allocation 50/50 Target**
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RMIAX
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RMICX
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RMIIX
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RiverFront Dynamic Allocation 30/70 Target**
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RCABX
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RCCBX
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RCIBX
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*
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Effective December 1, 2017, the Class A shares were renamed Investor Class shares.
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**
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Effective [____], 2018, the RiverFront Global Growth Fund changed its name to the RiverFront Dynamic Allocation 100/0 Target, the RiverFront Global Allocation Fund changed its name to the RiverFront Dynamic Allocation 80/20 Target, the RiverFront Dynamic Equity Income Fund changed its name to the RiverFront Dynamic Allocation 70/30 Target, the RiverFront Moderate Growth & Income Fund changed its name to the RiverFront Dynamic Allocation 50/50 Target, and the RiverFront Conservative Income Builder Fund changed its name to the RiverFront Dynamic Allocation 30/70 Target.
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Summary Sections
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2
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RiverFront Dynamic Allocation 100/0 Target
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2
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RiverFront
Dynamic
Allocation
80/20 Target
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8
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RiverFront
Dynamic
Allocation 70/30 Target
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14
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RiverFront
Dynamic Allocation 50/50 Target
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19
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RiverFront
Dynamic Allocation 30/70 Target
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25
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Investment Objective and Principal Investment Strategies
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31
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More on Each Fund’s Investments and Related Risks
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35
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Discussion of Principal and Non-Principal Risks
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38
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Disclosure of Portfolio Holdings
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45
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Management
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45
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The Portfolio Managers
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46
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Administrator, Distributor and Transfer Agent
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47
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Buying, Exchanging and Redeeming Shares
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48
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Share Transactions
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53
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Dividends and Distributions
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54
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Taxes
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54
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Financial Highlights
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56
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Privacy Policies
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72
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Additional Information About Each Fund
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Back Cover
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*
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Effective [____], 2018, the RiverFront Global Growth Fund changed its name to the RiverFront Dynamic Allocation 100/0 Target.
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Investor Class
(1)
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Class C
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Class I
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Maximum sales charge (load) on purchases (as a percentage of offering price)
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None
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None
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None
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Maximum deferred sales charge (as a percentage of the lower of original purchase price or redemption proceeds)
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None
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1.00%
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None
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Investor Class
(1)
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Class C
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Class I
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Management Fees
(2
)
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None
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None
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None
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Distribution and Service (12b-1) Fees
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0.25%
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0.75%
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0.00%
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Other Expenses
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0.25%
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0.50%
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0.25%
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Shareholder Services Fees
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0.00%
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0.25%
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0.00%
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Unitary Administrative Fees
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0.25%
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0.25%
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0.25%
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Acquired Fund Fees and Expenses
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0.70%
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0.70%
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0.70%
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Total Annual Fund Operating Expenses
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1.20%
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1.95%
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0.95%
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| (1) |
Effective December 1, 2017, Class A shares were renamed Investor Class shares.
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(2)
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Pursuant to the Fund’s advisory and sub-advisory agreements, neither the Adviser nor the Sub-Adviser receives a management fee from the Fund. However, the Sub-Adviser and the Adviser will indirectly derive management fees to the extent the Fund invests in an ETF or other fund managed by the Sub-Adviser and/or the Adviser, as applicable.
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Although your actual costs may be higher or lower, based on these assumptions your cost would be:
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1 Year
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3 Years
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5 Years
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10 Years
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Investor Class Shares
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$
666
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$
910
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$1,173
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$1,923
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Class C Shares
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$
298
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$
612
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$1,051
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$2,272
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Class I Shares
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$
97
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$
303
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$
525
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$1,165
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You would pay the following expenses if you did not redeem your shares:
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||||
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Class C Shares
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$
198
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$
612
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$1,051
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$2,272
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| • |
Affiliated ETF Risk.
The Sub-Adviser (and where applicable, the Adviser) receives sub-advisory (or advisory) fees from the underlying RiverFront ETF that are payable to those parties pursuant to the sub-advisory and/or advisory agreements of those underlying RiverFront ETFs. It is possible that a conflict of interest among the Fund and the RiverFront ETFs could affect how the Sub-Adviser fulfills its fiduciary duties to the Fund and the RiverFront ETFs. The Sub-Adviser may have an incentive to take into account the effect on a RiverFront ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that RiverFront ETF. To seek to mitigate risks of conflicts of interest arising from investments in affiliated investment companies, the Fund has adopted an expense structure under which the Fund does not pay advisory fees to either the Adviser or the Sub-Adviser. For non-advisory services, the Fund pays a unitary administrative fee to the administrator in addition to other expenses described in the Fund’s fees and expenses table. These services include general fund administration services, transfer agency services, as well as bookkeeping and accounting services. In addition, while the underlying RiverFront ETFs in which the Fund invests may have different advisory fee rates, the Fund will only invest in RiverFront ETFs subject to the same sub-advisory fee rates as other RiverFront ETFs already in the Fund’s portfolio. There is no assurance that these measures will completely mitigate conflicts of interest in the selection of RiverFront ETFs.
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| • |
ETF Investment Risk.
Each of the underlying ETFs in which the Fund invests will be subject to its own principal risks, depending on the investment objective, investment strategy, and other characteristics of such underlying ETFs. Those underlying ETF risks may in turn become principal risks of an investment in the Fund. To the extent the Fund invests in other ETFs, including RiverFront ETFs, the Fund’s shareholders will indirectly incur certain fees and expenses of that ETF, including investment advisory fees. The return on such investments will be reduced by the operating expenses, including investment advisory and administration fees, of such ETFs, and will be further reduced by the Fund’s own expenses, including the Fund’s unitary administrative fees. ETFs are investment companies that are bought and sold on a securities exchange. The Fund could lose money by investing in an ETF including if the value of the ETF’s investments go down. In addition, the market price of an ETF’s shares may trade at a premium or discount to their net asset value, meaning that the Fund could pay more to purchase shares of an ETF, or receive less in a sale of shares of an ETF, than the net asset value of the ETF. ETFs are also subject to potential liquidity risk because an active trading market for an ETF’s shares may not develop or be maintained, trading of an ETF’s shares may be halted from time to time, or the shares may be de-listed from the exchange.
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| • |
Allocation Risk.
The performance of the Fund will depend largely on the investment decisions of RiverFront as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, RiverFront’s judgments may prove to be wrong from time to time or for extended periods of time and the Fund may lose money.
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| • |
Active Management Risk.
The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities or sectors may prove to be incorrect. Such errors could result in a negative return and a loss to you.
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| • |
Sector and Securities Selection Risk.
The performance of an underlying ETF is related to the economic sectors that RiverFront may choose to emphasize or deemphasize from time to time, as well as to the individual securities selected by RiverFront within those sectors. The investment returns for particular economic sectors will fluctuate and may be lower than other sectors. In addition, the individual securities chosen for investment within a particular sector may underperform other securities within that same sector.
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Style Investing Risk.
To the extent an underlying ETF focuses on a particular style of stocks (such as growth or value), its performance may at times be better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style. Growth stocks, which are characterized by high price-to-earnings ratios, may be more volatile than value stocks with lower price-to-earnings ratios.
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| • |
Small-Cap Stock Risk.
An underlying ETF may invest significantly in small-capitalization companies, and each underlying ETF may define “small-capitalization” differently. Small-cap stocks are often more volatile and less liquid than investments in larger companies, and may be subject to greater and more abrupt price fluctuations. In addition, small-cap companies may lack the management experience, financial resources and product diversification of larger companies. Small-cap companies’ earnings and revenues may be less predictable, and there may be less publicly available information about these companies, which can affect the pricing of their shares.
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| • |
Mid-Cap Stock Risk.
An underlying ETF may invest significantly in mid-capitalization companies, and each underlying ETF may define “mid-capitalization” differently. Mid-cap stocks are often more volatile and less liquid than investments in large-cap companies, and may be subject to greater and more abrupt price fluctuations. Mid-cap companies may also lack the management experience, financial resources and product diversification of larger companies.
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| • |
Limited Investments Risk.
The Fund may invest in a limited number of ETFs, and as a consequence, will be more susceptible to fluctuations in performance of, and risks associated with, those ETFs within its portfolio than a similar Fund with a greater number of ETFs within its portfolio.
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| • |
Conflicts of Interest Risks.
The Fund is subject to certain potential conflicts of interest arising out of the activities of its service providers. For example, the Funds’ distributor, ALPS Portfolio Solutions Distributor, Inc., or its affiliates, currently provide distribution services to certain ETFs which could be purchased by the Fund.
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| • |
High Yield Securities Risk.
An underlying ETF may invest in high yield securities. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Securities rated below investment grade are commonly referred to as “junk bonds.” The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell.
|
| • |
Non-U.S. Securities Risk.
Non-U.S. securities, in which an underlying ETF could invest, are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability.
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| • |
Emerging Markets Risk.
An underlying ETF may invest in securities of foreign issuers, which are subject to certain inherent risks, such as political or economic disruptions or instability of the country of issue, the difficulty of predicting international trade patterns, foreign currency fluctuations, and the possibility of imposition of exchange controls. Such securities may also be subject to greater variations in price than securities of domestic corporations. Foreign securities may be less liquid and involve higher transaction costs, as foreign securities markets may be less efficient than U.S. markets. In addition, there may be less publicly available information about a foreign company than about a domestic company.
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| • |
Interest Rate Risk.
The fixed-income securities in which an underlying ETF may invest may be of any credit quality or duration. Duration is a weighted measure of the length of time a bond will pay out and takes into account interest payments that occur throughout the course of holding the bond. In general, the longer the bond’s duration, the more its price will drop as interest rates go up. The value of an underlying ETF’s investments in fixed-income securities will generally decrease when interest rates rise, which means the Fund’s NAV will likewise decrease.
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| • |
Currency Risk.
The value of the Fund’s investments may fall as a result of changes in exchange rates.
|
| • |
Equity Securities Risk.
Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors or companies in which an underlying ETF invests.
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| • |
Income Generation Risk.
An underlying ETF may fail to generate anticipated levels of income due to, among other factors, unanticipated market conditions or the materialization of risks associated with certain instruments described below, which failure in turn could negatively impact the underlying ETF’s ability to meet its stated investment objective.
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| • |
Hedging Risk.
Although derivative instruments may be used to offset or hedge against losses on an opposite position, such hedges can also potentially offset any gains on the opposite position. The Fund or an underlying ETF may also be exposed to the risk it may be required to segregate assets or enter into offsetting positions in connection with investments in derivatives, but such segregation will not limit the Fund’s exposure to loss. An underlying ETF may seek to hedge currency exposure through forward currency contracts and/or futures contracts (which are described under “Futures Contract Risk”). A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date. Contracts to sell foreign currency will generally be expected to limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. In addition, the use of currency hedging will not necessarily eliminate exposure to all currency fluctuations. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines.
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| • |
Futures Contract Risk.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Futures contracts traded in the over-the-counter markets are frequently referred to as forward contracts. 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. A Fund can buy or sell futures contracts on portfolio securities or indexes and engage in foreign currency forward contracts. A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.
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| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
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| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
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Best Quarter – March 31, 2012
|
10.66%
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Worst Quarter – September 30, 2011
|
-19.32%
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|
1 Year
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5 Years
|
Since Inception (October 28, 2008)
|
|
|
Investor Class Shares
|
|||
|
Return Before Taxes
|
-1.43%
|
6.89%
|
8.16%
|
|
Return After Taxes on Distributions
|
-1.75%
|
5.27%
|
6.81%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
-0.55%
|
5.06%
|
6.28%
|
|
Class C Shares
|
|||
|
Return Before Taxes
|
2.60%
|
7.31%
|
8.11%
|
|
Class I Shares
|
|||
|
Return Before Taxes
|
4.57%
|
8.36%
|
9.17%
|
|
MSCI ACWI (All Country World Index)
(reflects no deduction for fees, expenses or taxes)
|
7.86%
|
9.36%
|
10.74%
|
|
S&P 500
®
Index
(reflects no deduction for fees, expenses or taxes)
|
11.96%
|
14.66%
|
13.65%
|
|
*
|
Effective [____], 2018, the RiverFront Global Allocation Fund changed its name to the RiverFront Dynamic Allocation 80/20 Target.
|
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Investor Class
(1)
|
Class C
|
Class I
|
|
|
Maximum sales charge (load) on purchases (as a percentage of offering price)
|
None
|
None
|
None
|
|
Maximum deferred sales charge (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
|
Investor Class
(1)
|
Class C
|
Class I
|
|
|
Management Fees
(2
)
|
None
|
None
|
None
|
|
Distribution and Service (12b-1) Fees
|
0.25%
|
0.75%
|
0.00%
|
|
Other Expenses
|
0.25%
|
0.50%
|
0.25%
|
|
Shareholder Services Fees
|
0.00%
|
0.25%
|
0.00%
|
|
Unitary Administrative Fees
|
0.25%
|
0.25%
|
0.25%
|
|
Acquired Fund Fees and Expenses
|
0.68%
|
0.68%
|
0.68%
|
|
Total Annual Fund Operating Expenses
|
1.18%
|
1.93%
|
0.93%
|
| (1) |
Effective December1, 2017, the Class A shares were renamed the Investor Class shares.
|
|
(2)
|
Pursuant to the Fund’s advisory and sub-advisory agreements, neither the Adviser nor the Sub-Adviser receives a management fee from the Fund. However, the Sub-Adviser and the Adviser will indirectly derive management fees to the extent the Fund invests in an ETF or other fund managed by the Sub-Adviser and/or the Adviser, as applicable.
|
|
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investor Class Shares
|
$
664
|
$
904
|
$1,163
|
$1,902
|
|
Class C Shares
|
$
296
|
$
606
|
$1,041
|
$2,251
|
|
Class I Shares
|
$
95
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$
296
|
$
514
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$1,142
|
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You would pay the following expenses if you did not redeem your shares:
|
||||
|
Class C Shares
|
$
196
|
$
606
|
$1,041
|
$2,251
|
| • |
Affiliated ETF Risk.
The Sub-Adviser (and where applicable, the Adviser) receives sub-advisory (or advisory) fees from the underlying RiverFront ETF that are payable to those parties pursuant to the sub-advisory and/or advisory agreements of those underlying RiverFront ETFs. It is possible that a conflict of interest among the Fund and the RiverFront ETFs could affect how the Sub-Adviser fulfills its fiduciary duties to the Fund and the RiverFront ETFs. The Sub-Adviser may have an incentive to take into account the effect on a RiverFront ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that RiverFront ETF. To seek to mitigate risks of conflicts of interest arising from investments in affiliated investment companies, the Fund has adopted an expense structure under which the Fund does not pay advisory fees to either the Adviser or the Sub-Adviser. For non-advisory services, the Fund pays a unitary administrative fee to the administrator in addition to other expenses described in the Fund’s fees and expenses table. These services include general fund administration services, transfer agency services, as well as bookkeeping and accounting services. In addition, while the underlying RiverFront ETFs in which the Fund invests may have different advisory fee rates, the Fund will only invest in RiverFront ETFs subject to the same sub-advisory fee rates as other RiverFront ETFs already in the Fund’s portfolio. There is no assurance that these measures will completely mitigate conflicts of interest in the selection of RiverFront ETFs.
|
| • |
ETF Investment Risk.
Each of the underlying ETFs in which the Fund invests will be subject to its own principal risks, depending on the investment objective, investment strategy, and other characteristics of such underlying ETFs. Those underlying ETF risks may in turn become principal risks of an investment in the Fund. To the extent the Fund invests in other ETFs, including RiverFront ETFs, the Fund’s shareholders will indirectly incur certain fees and expenses of that ETF, including investment advisory fees. The return on such investments will be reduced by the operating expenses, including investment advisory and administration fees, of such ETFs, and will be further reduced by the Fund’s own expenses, including the Fund’s unitary administrative fees. ETFs are investment companies that are bought and sold on a securities exchange. The Fund could lose money by investing in an ETF including if the value of the ETF’s investments go down. In addition, the market price of an ETF’s shares may trade at a premium or discount to their net asset value, meaning that the Fund could pay more to purchase shares of an ETF, or receive less in a sale of shares of an ETF, than the net asset value of the ETF. ETFs are also subject to potential liquidity risk because an active trading market for an ETF’s shares may not develop or be maintained, trading of an ETF’s shares may be halted from time to time, or the shares may be de-listed from the exchange.
|
| • |
Allocation Risk.
The performance of the Fund will depend largely on the investment decisions of RiverFront as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, RiverFront’s judgments may prove to be wrong from time to time or for extended periods of time and the Fund may lose money.
|
| • |
Active Management Risk.
The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities or sectors may prove to be incorrect. Such errors could result in a negative return and a loss to you.
|
| • |
Sector and Securities Selection Risk.
The performance of an underlying ETF is related to the economic sectors that RiverFront may choose to emphasize or deemphasize from time to time, as well as to the individual securities selected by RiverFront within those sectors. The investment returns for particular economic sectors will fluctuate and may be lower than other sectors. In addition, the individual securities chosen for investment within a particular sector may underperform other securities within that same sector.
|
| • |
Interest Rate Risk.
The fixed-income securities in which an underlying ETF may invest may be of any credit quality or duration. Duration is a weighted measure of the length of time a bond will pay out and takes into account interest payments that occur throughout the course of holding the bond. In general, the longer the bond’s duration, the more its price will drop as interest rates go up. The value of an underlying ETF’s investments in fixed-income securities will generally decrease when interest rates rise, which means the Fund’s NAV will likewise decrease.
|
| • |
Credit Risk.
The companies in which an underlying ETF may invest may have their credit rating downgraded, fail financially or be unwilling or unable to make timely payments of interest or principal, thereby reducing the value of an underlying ETF’s portfolio and its income.
|
| • |
Prepayment and Extension Risk.
When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and an underlying ETF may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk). Ultimately, any unexpected behavior in interest rates could increase the volatility of an underlying ETF’s share price and yield and could hurt performance. Prepayments could also create capital gains tax liability in some instances.
|
| • |
Style Investing Risk.
To the extent an underlying ETF focuses on a particular style of stocks (such as growth or value), its performance may at times be better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style. Growth stocks, which are characterized by high price-to-earnings ratios, may be more volatile than value stocks with lower price-to-earnings ratios.
|
| • |
Small-Cap Stock Risk.
An underlying ETF may invest significantly in small-capitalization companies, and each underlying ETF may define “small-capitalization” differently. Small-cap stocks are often more volatile and less liquid than investments in larger companies, and may be subject to greater and more abrupt price fluctuations. In addition, small-cap companies may lack the management experience, financial resources and product diversification of larger companies. Small-cap companies’ earnings and revenues may be less predictable, and there may be less publicly available information about these companies, which can affect the pricing of their shares.
|
| • |
Mid-Cap Stock Risk.
An underlying ETF may invest significantly in mid-capitalization companies, and each underlying ETF may define “mid-capitalization” differently. Mid-cap stocks are often more volatile and less liquid than investments in large-cap companies, and may be subject to greater and more abrupt price fluctuations. Mid-cap companies may also lack the management experience, financial resources and product diversification of larger companies.
|
| • |
High Yield Securities Risk.
An underlying ETF may invest in high yield securities. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Securities rated below investment grade are commonly referred to as “junk bonds.” The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell.
|
| • |
Limited Investments Risk.
The Fund may invest in a limited number of ETFs, and as a consequence, will be more susceptible to fluctuations in performance of, and risks associated with, those ETFs within its portfolio than a similar Fund with a greater number of ETFs within its portfolio.
|
| • |
Conflicts of Interest Risk.
The Fund is subject to certain potential conflicts of interest arising out of the activities of its service providers. For example, the Funds’ distributor, ALPS Portfolio Solutions Distributor, Inc., or its affiliates, currently provide distribution services to certain ETFs which could be purchased by the Fund.
|
| • |
Non-U.S. Securities Risk.
Non-U.S. securities, in which an underlying ETF could invest, are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability.
|
| • |
Emerging Markets Risk.
An underlying ETF may invest in securities of foreign issuers, which are subject to certain inherent risks, such as political or economic disruptions or instability of the country of issue, the difficulty of predicting international trade patterns, foreign currency fluctuations, and the possibility of imposition of exchange controls. Such securities may also be subject to greater variations in price than securities of domestic corporations. Foreign securities may be less liquid and involve higher transaction costs, as foreign securities markets may be less efficient than U.S. markets. In addition, there may be less publicly available information about a foreign company than about a domestic company.
|
| • |
Currency Risk.
The value of the Fund’s investments may fall as a result of changes in exchange rates.
|
| • |
Equity Securities Risk.
Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors or companies in which an underlying ETF invests.
|
| • |
Income Generation Risk.
An underlying ETF may fail to generate anticipated levels of income due to, among other factors, unanticipated market conditions or the materialization of risks associated with certain instruments described below, which failure in turn could negatively impact the underlying ETF’s ability to meet its stated investment objective.
|
| • |
Hedging Risk.
Although derivative instruments may be used to offset or hedge against losses on an opposite position, such hedges can also potentially offset any gains on the opposite position. The Fund an underlying ETF may also be exposed to the risk it may be required to segregate assets or enter into offsetting positions in connection with investments in derivatives, but such segregation will not limit the Fund’s exposure to loss. An underlying ETF may seek to hedge currency exposure through forward currency contracts and/or futures contracts (which are described under “Futures Contract Risk”). A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date. Contracts to sell foreign currency will generally be expected to limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. In addition, the use of currency hedging will not necessarily eliminate exposure to all currency fluctuations. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines.
|
| • |
Futures Contract Risk.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Futures contracts traded in the over-the-counter markets are frequently referred to as forward contracts. 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. A Fund can buy or sell futures contracts on portfolio securities or indexes and engage in foreign currency forward contracts. A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.
|
| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
|
|
[Best Quarter – March 31, 2012
|
8.63%
|
|
Worst Quarter – September 30, 2011
|
-16.39%]
|
|
1 Year
|
5 Years
|
Since Inception (August 2,
2010) |
|
|
Investor Class Shares
|
|||
|
Return Before Taxes
|
-1.85%
|
5.91%
|
4.90%
|
|
Return After Taxes on Distributions
|
-2.17%
|
4.85%
|
4.04%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
-0.78%
|
4.33%
|
3.61%
|
|
Class C Shares
|
|||
|
Return Before Taxes
|
2.06%
|
6.30%
|
5.04%
|
|
Class I Shares
|
|||
|
Return Before Taxes
|
4.09%
|
7.35%
|
6.07%
|
|
MSCI ACWI
(reflects no deduction for fees, expenses or taxes)
|
7.86%
|
9.36%
|
7.89%
|
|
80% MSCI ACWI and 20% Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
6.91%
|
8.02%
|
7.06%
|
|
*
|
Effective [____], 2018, the RiverFront Dynamic Equity Income Fund changed its name to the RiverFront Dynamic Allocation 70/30 Target.
|
|
Investor Class
(1)
|
Class C
|
Class I
|
|
|
Maximum sales charge (load) on purchases (as a percentage of offering price)
|
None
|
None
|
None
|
|
Maximum deferred sales charge (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
|
Investor Class
(1)
|
Class C
|
Class I
|
|
|
Management Fees
(2
)
|
None
|
None
|
None
|
|
Distribution and Service (12b-1) Fees
|
0.25%
|
0.75%
|
0.00%
|
|
Other Expenses
|
0.25%
|
0.50%
|
0.25%
|
|
Shareholder Services Fees
|
0.00%
|
0.25%
|
0.00%
|
|
Unitary Administrative Fees
|
0.25%
|
0.25%
|
0.25%
|
|
Acquired Fund Fees and Expenses
|
0.66%
|
0.66%
|
0.66%
|
|
Total Annual Fund Operating Expenses
|
1.16%
|
1.91%
|
0.91%
|
| (1) |
Effective December 1, 2017, the Class A shares were renamed the Investor Class shares.
|
|
(2)
|
Pursuant to the Fund’s advisory and sub-advisory agreements, neither the Adviser nor the Sub-Adviser receives a management fee from the Fund. However, the Sub-Adviser and the Adviser will indirectly derive management fees to the extent the Fund invests in an ETF or other fund managed by the Sub-Adviser and/or the Adviser, as applicable.
|
|
Although your actual costs may be higher or lower, based on these assumptions your cost would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investor Class Shares
|
$
662
|
$
898
|
$1,153
|
$1,880
|
|
Class C Shares
|
$
294
|
$
600
|
$1,031
|
$2,230
|
|
Class I Shares
|
$
93
|
$
290
|
$
504
|
$1,119
|
|
You would pay the following expenses if you did not redeem your shares:
|
||||
|
Class C Shares
|
$
194
|
$
600
|
$1,031
|
$2,230
|
| • |
Affiliated ETF Risk.
The Sub-Adviser (and where applicable, the Adviser) receives sub-advisory (or advisory) fees from the underlying RiverFront ETF that are payable to those parties pursuant to the sub-advisory and/or advisory agreements of those underlying RiverFront ETFs. It is possible that a conflict of interest among the Fund and the RiverFront ETFs could affect how the Sub-Adviser fulfills its fiduciary duties to the Fund and the RiverFront ETFs. The Sub-Adviser may have an incentive to take into account the effect on a RiverFront ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that RiverFront ETF. To seek to mitigate risks of conflicts of interest arising from investments in affiliated investment companies, the Fund has adopted an expense structure under which the Fund does not pay advisory fees to either the Adviser or the Sub-Adviser. For non-advisory services, the Fund pays a unitary administrative fee to the administrator in addition to other expenses described in the Fund’s fees and expenses table. These services include general fund administration services, transfer agency services, as well as bookkeeping and accounting services. In addition, while the underlying RiverFront ETFs in which the Fund invests may have different advisory fee rates, the Fund will only invest in RiverFront ETFs subject to the same sub-advisory fee rates as other RiverFront ETFs already in the Fund’s portfolio. There is no assurance that these measures will completely mitigate conflicts of interest in the selection of RiverFront ETFs.
|
| • |
ETF Investment Risk.
Each of the underlying ETFs in which the Fund invests will be subject to its own principal risks, depending on the investment objective, investment strategy, and other characteristics of such underlying ETFs. Those underlying ETF risks may in turn become principal risks of an investment in the Fund. To the extent the Fund invests in other ETFs, including RiverFront ETFs, the Fund’s shareholders will indirectly incur certain fees and expenses of that ETF, including investment advisory fees. The return on such investments will be reduced by the operating expenses, including investment advisory and administration fees, of such ETFs, and will be further reduced by the Fund’s own expenses, including the Fund’s unitary administrative fees. ETFs are investment companies that are bought and sold on a securities exchange. The Fund could lose money by investing in an ETF including if the value of the ETF’s investments go down. In addition, the market price of an ETF’s shares may trade at a premium or discount to their net asset value, meaning that the Fund could pay more to purchase shares of an ETF, or receive less in a sale of shares of an ETF, than the net asset value of the ETF. ETFs are also subject to potential liquidity risk because an active trading market for an ETF’s shares may not develop or be maintained, trading of an ETF’s shares may be halted from time to time, or the shares may be de-listed from the exchange.
|
| • |
Allocation Risk.
The performance of the Fund will depend largely on the investment decisions of RiverFront as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, RiverFront’s judgments may prove to be wrong from time to time or for extended periods of time and the Fund may lose money.
|
| • |
Active Management Risk.
The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities or sectors may prove to be incorrect. Such errors could result in a negative return and a loss to you.
|
| • |
Sector and Securities Selection Risk.
The performance of an underlying ETF is related to the economic sectors that RiverFront may choose to emphasize or deemphasize from time to time, as well as to the individual securities selected by RiverFront within those sectors. The investment returns for particular economic sectors will fluctuate and may be lower than other sectors. In addition, the individual securities chosen for investment within a particular sector may underperform other securities within that same sector.
|
| • |
Interest Rate Risk.
The fixed-income securities in which an underlying ETF may invest may be of any credit quality or duration. Duration is a weighted measure of the length of time a bond will pay out and takes into account interest payments that occur throughout the course of holding the bond. In general, the longer the bond’s duration, the more its price will drop as interest rates go up. The value of the underlying ETF’s investments in fixed-income securities will generally decrease when interest rates rise, which means the Fund’s NAV will likewise decrease.
|
| • |
Credit Risk.
The companies in which an underlying ETF may invest may have their credit rating downgraded, fail financially or be unwilling or unable to make timely payments of interest or principal, thereby reducing the value of the underlying ETF’s portfolio and its income.
|
| • |
Prepayment and Extension Risk.
When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and an underlying ETF may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk). Ultimately, any unexpected behavior in interest rates could increase the volatility of an underlying ETF’s share price and yield and could hurt performance. Prepayments could also create capital gains tax liability in some instances.
|
| • |
Style Investing Risk.
To the extent an underlying ETF focuses on a particular style of stocks (such as growth or value), its performance may at times be better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style. Growth stocks, which are characterized by high price-to-earnings ratios, may be more volatile than value stocks with lower price-to-earnings ratios.
|
| • |
Small-Cap Stock Risk.
An underlying ETF may invest significantly in small-capitalization companies, and each underlying ETF may define “small-capitalization” differently.. Small-cap stocks are often more volatile and less liquid than investments in larger companies, and may be subject to greater and more abrupt price fluctuations. In addition, small-cap companies may lack the management experience, financial resources and product diversification of larger companies. Small-cap companies’ earnings and revenues may be less predictable, and there may be less publicly available information about these companies, which can affect the pricing of their shares.
|
| • |
Mid-Cap Stock Risk.
An underlying ETF may invest significantly in mid-capitalization companies, and each underlying ETF may define “mid-capitalization” differently. Mid-cap stocks are often more volatile and less liquid than investments in large-cap companies, and may be subject to greater and more abrupt price fluctuations. Mid-cap companies may also lack the management experience, financial resources and product diversification of larger companies.
|
| • |
High Yield Securities Risk.
An underlying ETF may invest in high yield securities. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Securities rated below investment grade are commonly referred to as “junk bonds.” The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell.
|
| • |
Limited Investments Risk.
The Fund may invest in a limited number of ETFs, and as a consequence, will be more susceptible to fluctuations in performance of, and risks associated with, those ETFs within its portfolio than a similar Fund with a greater number of ETFs within its portfolio.
|
| • |
Conflicts of Interest Risk.
The Fund is subject to certain potential conflicts of interest arising out of the activities of its service providers. For example, the Funds’ distributor, ALPS Portfolio Solutions Distributor, Inc., or its affiliates, currently provide distribution services to certain ETFs which could be purchased by the Fund.
|
| • |
Non-U.S. Securities Risk.
Non-U.S. securities, in which an underlying ETF could invest, are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability.
|
| • |
Emerging Markets Risk.
An underlying ETF may invest in securities of foreign issuers, which are subject to certain inherent risks, such as political or economic disruptions or instability of the country of issue, the difficulty of predicting international trade patterns, foreign currency fluctuations, and the possibility of imposition of exchange controls. Such securities may also be subject to greater variations in price than securities of domestic corporations. Foreign securities may be less liquid and involve higher transaction costs, as foreign securities markets may be less efficient than U.S. markets. In addition, there may be less publicly available information about a foreign company than about a domestic company.
|
| • |
Currency Risk.
The value of the Fund’s investments may fall as a result of changes in exchange rates.
|
| • |
Equity Securities Risk.
Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors or companies in which an underlying ETF invests.
|
| • |
Income Generation Risk.
An underlying ETF may fail to generate anticipated levels of income due to, among other factors, unanticipated market conditions or the materialization of risks associated with certain instruments described below, which failure in turn could negatively impact the underlying ETF’s ability to meet its stated investment objective.
|
| • |
Hedging Risk.
Although derivative instruments may be used to offset or hedge against losses on an opposite position, such hedges can also potentially offset any gains on the opposite position. The Fund or an underlying ETF may also be exposed to the risk it may be required to segregate assets or enter into offsetting positions in connection with investments in derivatives, but such segregation will not limit the Fund’s exposure to loss. An underlying ETF may seek to hedge currency exposure through forward currency contracts and/or futures contracts (which are described under “Futures Contract Risk”). A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date. Contracts to sell foreign currency will generally be expected to limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. In addition, the use of currency hedging will not necessarily eliminate exposure to all currency fluctuations. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines.
|
| • |
Futures Contract Risk.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Futures contracts traded in the over-the-counter markets are frequently referred to as forward contracts. 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. A Fund can buy or sell futures contracts on portfolio securities or indexes and engage in foreign currency forward contracts. A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.
|
| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
|
|
[Best Quarter – December 31, 2011
|
8.49%
|
|
Worst Quarter – September 30, 2011
|
-13.71%]
|
|
1 Year
|
5 Years
|
Since Inception (August 2,
2010) |
|
|
Investor Class Shares
|
|||
|
Return Before Taxes
|
0.72%
|
6.15%
|
5.96%
|
|
Return After Taxes on Distributions
|
0.36%
|
4.98%
|
5.00%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
0.69%
|
4.45%
|
4.41%
|
|
Class C Shares
|
|||
|
Return Before Taxes
|
4.79%
|
6.56%
|
6.09%
|
|
Class I Shares
|
|||
|
Return Before Taxes
|
6.81%
|
7.64%
|
7.16%
|
|
MSCI ACWI
(reflects no deduction for fees, expenses or taxes)
|
7.86%
|
9.36%
|
7.89%
|
|
Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
[___]%
|
[___]%
|
[___]%
|
|
70% MSCI ACWI and 30% Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
6.42%
|
7.33%
|
6.61%
|
|
*
|
Effective [____], 2018, the RiverFront Moderate Growth & Income Fund changed its name to the RiverFront Dynamic Allocation 50/50 Target.
|
|
Investor Class
(1)
|
Class C
|
Class I
|
|
|
Maximum sales charge (load) on purchases (as a percentage of offering price)
|
None
|
None
|
None
|
|
Maximum deferred sales charge (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
|
Investor Class
(1)
|
Class C
|
Class I
|
|
|
Management Fees
(2)
|
None
|
None
|
None
|
|
Distribution and Service (12b-1) Fees
|
0.25%
|
0.75%
|
0.00%
|
|
Other Expenses
|
0.25%
|
0.50%
|
0.25%
|
|
Shareholder Services Fees
|
0.00%
|
0.25%
|
0.00%
|
|
Unitary Administrative Fees
|
0.25%
|
0.25%
|
0.25%
|
|
Acquired Fund Fees and Expenses
|
0.56%
|
0.56%
|
0.56%
|
|
Total Annual Fund Operating Expenses
|
1.06%
|
1.81%
|
0.81%
|
| (1) |
Effective December 1, 2017, the Class A shares were renamed the Investor Class shares.
|
|
(2)
|
Pursuant to the Fund’s advisory and sub-advisory agreements, neither the Adviser nor the Sub-Adviser receives a management fee from the Fund. However, the Sub-Adviser and the Adviser will indirectly derive management fees to the extent the Fund invests in an ETF or other fund managed by the Sub-Adviser and/or the Adviser, as applicable.
|
|
Although your actual costs may be higher or lower, based on these assumptions your cost would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investor Class Shares
|
$
652
|
$
869
|
$1,102
|
$1,772
|
|
Class C Shares
|
$
284
|
$
569
|
$
979
|
$2,124
|
|
Class I Shares
|
$
83
|
$
259
|
$
449
|
$1,001
|
|
You would pay the following expenses if you did not redeem your shares:
|
||||
|
Class C Shares
|
$
184
|
$
569
|
$
979
|
$2,124
|
| • |
Affiliated ETF Risk.
The Sub-Adviser (and where applicable, the Adviser) receives sub-advisory (or advisory) fees from the underlying RiverFront ETF that are payable to those parties pursuant to the sub-advisory and/or advisory agreements of those underlying RiverFront ETFs. It is possible that a conflict of interest among the Fund and the RiverFront ETFs could affect how the Sub-Adviser fulfills its fiduciary duties to the Fund and the RiverFront ETFs. The Sub-Adviser may have an incentive to take into account the effect on a RiverFront ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that RiverFront ETF. To seek to mitigate risks of conflicts of interest arising from investments in affiliated investment companies, the Fund has adopted an expense structure under which the Fund does not pay advisory fees to either the Adviser or the Sub-Adviser. For non-advisory services, the Fund pays a unitary administrative fee to the administrator in addition to other expenses described in the Fund’s fees and expenses table. These services include general fund administration services, transfer agency services, as well as bookkeeping and accounting services. In addition, while the underlying RiverFront ETFs in which the Fund invests may have different advisory fee rates, the Fund will only invest in RiverFront ETFs subject to the same sub-advisory fee rates as other RiverFront ETFs already in the Fund’s portfolio. There is no assurance that these measures will completely mitigate conflicts of interest in the selection of RiverFront ETFs.
|
| • |
ETF Investment Risk.
Each of the underlying ETFs in which the Fund invests will be subject to its own principal risks, depending on the investment objective, investment strategy, and other characteristics of such underlying ETFs. Those underlying ETF risks may in turn become principal risks of an investment in the Fund. To the extent the Fund invests in other ETFs, including RiverFront ETFs, the Fund’s shareholders will indirectly incur certain fees and expenses of that ETF, including investment advisory fees. The return on such investments will be reduced by the operating expenses, including investment advisory and administration fees, of such ETFs, and will be further reduced by the Fund’s own expenses, including the Fund’s unitary administrative fees. ETFs are investment companies that are bought and sold on a securities exchange. The Fund could lose money by investing in an ETF including if the value of the ETF’s investments go down. In addition, the market price of an ETF’s shares may trade at a premium or discount to their net asset value, meaning that the Fund could pay more to purchase shares of an ETF, or receive less in a sale of shares of an ETF, than the net asset value of the ETF. ETFs are also subject to potential liquidity risk because an active trading market for an ETF’s shares may not develop or be maintained, trading of an ETF’s shares may be halted from time to time, or the shares may be de-listed from the exchange.
|
| • |
Allocation Risk.
The performance of the Fund will depend largely on the investment decisions of RiverFront as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, RiverFront’s judgments may prove to be wrong from time to time or for extended periods of time and the Fund may lose money.
|
| • |
Active Management Risk.
The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities or sectors may prove to be incorrect. Such errors could result in a negative return and a loss to you.
|
| • |
Sector and Securities Selection Risk.
The performance of an underlying ETF is related to the economic sectors that RiverFront may choose to emphasize or deemphasize from time to time, as well as to the individual securities selected by RiverFront within those sectors. The investment returns for particular economic sectors will fluctuate and may be lower than other sectors. In addition, the individual securities chosen for investment within a particular sector may underperform other securities within that same sector.
|
| • |
Interest Rate Risk.
The fixed-income securities in which an underlying ETF may invest may be of any credit quality or duration. Duration is a weighted measure of the length of time a bond will pay out and takes into account interest payments that occur throughout the course of holding the bond. In general, the longer the bond’s duration, the more its price will drop as interest rates go up. The value of the underlying ETF’s investments in fixed-income securities will generally decrease when interest rates rise, which means the Fund’s NAV will likewise decrease.
|
| • |
Credit Risk.
The companies in which an underlying ETF may invest may have their credit rating downgraded, fail financially or be unwilling or unable to make timely payments of interest or principal, thereby reducing the value of the underlying ETF’s portfolio and its income.
|
| • |
Prepayment and Extension Risk.
When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and an underlying ETF may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk). Ultimately, any unexpected behavior in interest rates could increase the volatility of an underlying ETF’s share price and yield and could hurt performance. Prepayments could also create capital gains tax liability in some instances.
|
| • |
Style Investing Risk.
To the extent an underlying ETF focuses on a particular style of stocks (such as growth or value), its performance may at times be better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style. Growth stocks, which are characterized by high price-to-earnings ratios, may be more volatile than value stocks with lower price-to-earnings ratios.
|
| • |
Small-Cap Stock Risk.
An underlying ETF may invest significantly in small-capitalization companies, and each underlying ETF may define “small-capitalization” differently. Small-cap stocks are often more volatile and less liquid than investments in larger companies, and may be subject to greater and more abrupt price fluctuations. In addition, small-cap companies may lack the management experience, financial resources and product diversification of larger companies. Small-cap companies’ earnings and revenues may be less predictable, and there may be less publicly available information about these companies, which can affect the pricing of their shares.
|
| • |
Mid-Cap Stock Risk.
An underlying ETF may invest significantly in mid-capitalization companies, and each underlying ETF may define “mid-capitalization” differently. Mid-cap stocks are often more volatile and less liquid than investments in large-cap companies, and may be subject to greater and more abrupt price fluctuations. Mid-cap companies may also lack the management experience, financial resources and product diversification of larger companies.
|
| • |
High Yield Securities Risk.
An underlying ETF may invest in high yield securities. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Securities rated below investment grade are commonly referred to as “junk bonds.” The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell.
|
| • |
Limited Investments Risk.
The Fund may invest in a limited number of ETFs, and as a consequence, will be more susceptible to fluctuations in performance of, and risks associated with, those ETFs within its portfolio than a similar Fund with a greater number of ETFs within its portfolio.
|
| • |
Conflicts of Interest Risk.
The Fund is subject to certain potential conflicts of interest arising out of the activities of its service providers. For example, the Funds’ distributor, ALPS Portfolio Solutions Distributor, Inc., or its affiliates, currently provide distribution services to certain ETFs which could be purchased by the Fund.
|
| • |
Non-U.S. Securities Risk.
Non-U.S. securities, in which an underlying ETF could invest, are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability.
|
| • |
Emerging Markets Risk.
An underlying ETF may invest in securities of foreign issuers, which are subject to certain inherent risks, such as political or economic disruptions or instability of the country of issue, the difficulty of predicting international trade patterns, foreign currency fluctuations, and the possibility of imposition of exchange controls. Such securities may also be subject to greater variations in price than securities of domestic corporations. Foreign securities may be less liquid and involve higher transaction costs, as foreign securities markets may be less efficient than U.S. markets. In addition, there may be less publicly available information about a foreign company than about a domestic company.
|
| • |
Currency Risk.
The value of the Fund’s investments may fall as a result of changes in exchange rates.
|
| • |
Equity Securities Risk.
Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors or companies in which an underlying ETF invests.
|
| • |
Income Generation Risk.
An underlying ETF may fail to generate anticipated levels of income due to, among other factors, unanticipated market conditions or the materialization of risks associated with certain instruments described below, which failure in turn could negatively impact the underlying ETF’s ability to meet its stated investment objective.
|
| • |
Hedging Risk.
Although derivative instruments may be used to offset or hedge against losses on an opposite position, such hedges can also potentially offset any gains on the opposite position. The Fund or an underlying ETF may also be exposed to the risk it may be required to segregate assets or enter into offsetting positions in connection with investments in derivatives, but such segregation will not limit the Fund’s exposure to loss. An underlying ETF may seek to hedge currency exposure through forward currency contracts and/or futures contracts (which are described under “Futures Contract Risk”). A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date. Contracts to sell foreign currency will generally be expected to limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. In addition, the use of currency hedging will not necessarily eliminate exposure to all currency fluctuations. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines.
|
| • |
Futures Contract Risk.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Futures contracts traded in the over-the-counter markets are frequently referred to as forward contracts. 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. A Fund can buy or sell futures contracts on portfolio securities or indexes and engage in foreign currency forward contracts. A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.
|
| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
|
|
[Best Quarter – December 31, 2011
|
6.36%
|
|
Worst Quarter – September 30, 2011
|
-9.13%]
|
|
1 Year
|
5 Years
|
Since Inception (August 2,
2010) |
|
|
Investor Class Shares
|
|||
|
Return Before Taxes
|
0.15%
|
5.02%
|
4.89%
|
|
Return After Taxes on Distributions
|
-0.40%
|
3.60%
|
3.70%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
0.30%
|
3.45%
|
3.45%
|
| Class C Shares | |||
| Return Before Taxes | 4.22% | 5.44% | 5.04% |
| Class I Shares | |||
| Return Before Taxes | 6.25% | 6.48% | 6.08% |
| S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) | 11.96% | 14.66% | 13.72% |
|
50% S&P 500
®
and 50% Barclays US Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
7.38% | 8.44% | 8.45% |
|
*
|
Effective [____], 2018, the RiverFront Conservative Income Builder Fund changed its name to the RiverFront Dynamic Allocation 30/70 Target.
|
|
Investor
Class
(1)
|
Class C
|
Class I
|
|
|
Maximum sales charge (load) on purchases (as a percentage of offering price)
|
None
|
None
|
None
|
|
Maximum deferred sales charge (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
|
Investor Class
(1)
|
Class C
|
Class I
|
|
|
Management Fees
(2)
|
None
|
None
|
None
|
|
Distribution and Service (12b-1) Fees
|
0.25%
|
0.75%
|
0.00%
|
|
Other Expenses
|
0.25%
|
0.50%
|
0.25%
|
|
Shareholder Services Fees
|
0.00%
|
0.25%
|
0.00%
|
|
Unitary Administrative Fee
|
0.25%
|
0.25%
|
0.25%
|
|
Acquired Fund Fees and Expenses
|
0.54%
|
0.54%
|
0.54%
|
|
Total Annual Fund Operating Expenses
|
1.04%
|
1.79%
|
0.79%
|
| (1) |
Effective December 1, 2017, the Class A shares were renamed Investor Class shares.
|
|
(2)
|
Pursuant to the Fund’s advisory and sub-advisory agreements, neither the Adviser nor the Sub-Adviser receives a management fee from the Fund. However, the Sub-Adviser and the Adviser will indirectly derive management fees to the extent the Fund invests in an ETF or other fund managed by the Sub-Adviser and/or the Adviser, as applicable.
|
| Although your actual costs may be higher or lower, based on these assumptions your cost would be: | 1 Year | 3 Years | 5 Years | 10 Years |
| Investor Class Shares | $650 | $863 | $1,092 | $1,750 |
| Class C Shares | $282 | $563 | $969 | $2,102 |
| Class I Shares | $ 81 | $252 | $ 439 | $977 |
| You would pay the following expenses if you did not redeem your shares: | ||||
|
Class C Shares
|
$
182
|
$
563
|
$
969
|
$2,102
|
| • |
Affiliated ETF Risk.
The
Sub-Adviser (and where applicable, the Adviser) receives sub-advisory (or advisory) fees from the underlying RiverFront ETF that are payable to those parties pursuant to the sub-advisory and/or advisory agreements of those underlying RiverFront ETFs
.
It is possible that a conflict of interest among the Fund and the RiverFront ETFs could affect how the Sub-Adviser fulfills its fiduciary duties to the Fund and the RiverFront ETFs. The Sub-Adviser may have an incentive to take into account the effect on a RiverFront ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that RiverFront ETF. To seek to mitigate risks of conflicts of interest arising from investments in affiliated investment companies, the Fund has adopted an expense structure under which the Fund does not pay advisory fees to either the Adviser or the Sub-Adviser. For non-advisory services, the Fund pays a unitary administrative fee to the administrator in addition to other expenses described in the Fund’s fees and expenses table. These services include general fund administration services, transfer agency services, as well as bookkeeping and accounting services. In addition, while the underlying RiverFront ETFs in which the Fund invests may have different advisory fee rates, the Fund will only invest in RiverFront ETFs subject to the same sub-advisory fee rates as other RiverFront ETFs already in the Fund’s portfolio. There is no assurance that these measures will completely mitigate conflicts of interest in the selection of RiverFront ETFs.
|
| • |
ETF Investment Risk.
Each of the underlying ETFs in which the Fund invests will be subject to its own principal risks, depending on the investment objective, investment strategy, and other characteristics of such underlying ETFs. Those underlying ETF risks may in turn become principal risks of an investment in the Fund. To the extent the Fund invests in other ETFs, including RiverFront ETFs, the Fund’s shareholders will indirectly incur certain fees and expenses of that ETF, including investment advisory fees. The return on such investments will be reduced by the operating expenses, including investment advisory and administration fees, of such ETFs, and will be further reduced by the Fund’s own expenses, including the Fund’s unitary administrative fees. ETFs are investment companies that are bought and sold on a securities exchange. The Fund could lose money by investing in an ETF including if the value of the ETF’s investments go down. In addition, the market price of an ETF’s shares may trade at a premium or discount to their net asset value, meaning that the Fund could pay more to purchase shares of an ETF, or receive less in a sale of shares of an ETF, than the net asset value of the ETF. ETFs are also subject to potential liquidity risk because an active trading market for an ETF’s shares may not develop or be maintained, trading of an ETF’s shares may be halted from time to time, or the shares may be de-listed from the exchange.
|
| • |
Allocation Risk.
The performance of the Fund will depend largely on the investment decisions of RiverFront as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, RiverFront’s judgments may prove to be wrong from time to time or for extended periods of time and the Fund may lose money.
|
| • |
Active Management Risk.
The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities or sectors may prove to be incorrect. Such errors could result in a negative return and a loss to you.
|
| • |
Sector and Securities Selection Risk.
The performance of an underlying ETF is related to the economic sectors that RiverFront may choose to emphasize or deemphasize from time to time, as well as to the individual securities selected by RiverFront within those sectors. The investment returns for particular economic sectors will fluctuate and may be lower than other sectors. In addition, the individual securities chosen for investment within a particular sector may underperform other securities within that same sector.
|
| • |
Interest Rate Risk.
The fixed-income securities in which an underlying ETF may invest may be of any credit quality or duration. Duration is a weighted measure of the length of time a bond will pay out and takes into account interest payments that occur throughout the course of holding the bond. In general, the longer the bond’s duration, the more its price will drop as interest rates go up. The value of the underlying ETF’s investments in fixed-income securities will generally decrease when interest rates rise, which means the Fund’s NAV will likewise decrease.
|
| • |
Credit Risk.
The companies in which an underlying ETF may invest may have their credit rating downgraded, fail financially or be unwilling or unable to make timely payments of interest or principal, thereby reducing the value of the underlying ETF’s portfolio and its income.
|
| • |
Prepayment and Extension Risk.
When interest rates fall, issuers of high interest debt obligations may pay off the debts earlier than expected (prepayment risk), and an underlying ETF may have to reinvest the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk). Ultimately, any unexpected behavior in interest rates could increase the volatility of an underlying ETF’s share price and yield and could hurt performance. Prepayments could also create capital gains tax liability in some instances.
|
| • |
Style Investing Risk.
To the extent the Fund or an underlying ETF focuses on a particular style of stocks (such as growth or value), its performance may at times be better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style. Growth stocks, which are characterized by high price-to-earnings ratios, may be more volatile than value stocks with lower price-to-earnings ratios.
|
| • |
Small-Cap Stock Risk.
An underlying ETF may invest significantly in small-capitalization companies, and each underlying ETF may define “small-capitalization” differently. Small-cap stocks are often more volatile and less liquid than investments in larger companies, and may be subject to greater and more abrupt price fluctuations. In addition, small-cap companies may lack the management experience, financial resources and product diversification of larger companies. Small-cap companies’ earnings and revenues may be less predictable, and there may be less publicly available information about these companies, which can affect the pricing of their shares.
|
| • |
Mid-Cap Stock Risk.
An underlying ETF may invest significantly in mid-capitalization companies, and each underlying ETF may define “mid-capitalization” differently. Mid-cap stocks are often more volatile and less liquid than investments in large-cap companies, and may be subject to greater and more abrupt price fluctuations. Mid-cap companies may also lack the management experience, financial resources and product diversification of larger companies.
|
| • |
Large-Cap Stock Risk.
An underlying ETF’s investment in larger companies is subject to the risk that larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.
|
| • |
High Yield Securities Risk.
An underlying ETF may invest in high yield securities. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Securities rated below investment grade are commonly referred to as “junk bonds.” The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are speculative, less liquid than investment grade securities and may be difficult to price or sell.
|
| • |
Limited Investments Risk.
The Fund may invest in a limited number of ETFs, and as a consequence, will be more susceptible to fluctuations in performance of, and risks associated with, those ETFs within its portfolio than a similar Fund with a greater number of ETFs within its portfolio.
|
| • |
Conflicts of Interest Risk.
The Fund is subject to certain potential conflicts of interest arising out of the activities of its service providers. For example, the Funds’ distributor, ALPS Portfolio Solutions Distributor, Inc., or its affiliates, currently provide distribution services to certain ETFs which could be purchased by the Fund.
|
| • |
Non-U.S. Securities Risk.
Non-U.S. securities, in which an underlying ETF could invest, are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability.
|
| • |
Emerging Markets Risk.
An underlying ETF may invest in securities of foreign issuers, which are subject to certain inherent risks, such as political or economic disruptions or instability of the country of issue, the difficulty of predicting international trade patterns, foreign currency fluctuations, and the possibility of imposition of exchange controls. Such securities may also be subject to greater variations in price than securities of domestic corporations. Foreign securities may be less liquid and involve higher transaction costs, as foreign securities markets may be less efficient than U.S. markets. In addition, there may be less publicly available information about a foreign company than about a domestic company.
|
| • |
Currency Risk.
The value of the Fund’s investments may fall as a result of changes in exchange rates.
|
| • |
Equity Securities Risk.
Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors or companies in which an underlying ETF invests.
|
| • |
Income Generation Risk.
An underlying ETF may fail to generate anticipated levels of income due to, among other factors, unanticipated market conditions or the materialization of risks associated with certain instruments described below, which failure in turn could negatively impact the underlying ETF’s ability to meet its stated investment objective.
|
| • |
Hedging Risk.
Although derivative instruments may be used to offset or hedge against losses on an opposite position, such hedges can also potentially offset any gains on the opposite position. The Fund or an underlying ETF may also be exposed to the risk it may be required to segregate assets or enter into offsetting positions in connection with investments in derivatives, but such segregation will not limit the Fund’s exposure to loss. An underlying ETF may seek to hedge currency exposure through forward currency contracts and/or futures contracts (which are described under “Futures Contract Risk”). A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date. Contracts to sell foreign currency will generally be expected to limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. In addition, the use of currency hedging will not necessarily eliminate exposure to all currency fluctuations. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines.
|
| • |
Futures Contract Risk.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Futures contracts traded in the over-the-counter markets are frequently referred to as forward contracts. 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. A Fund can buy or sell futures contracts on portfolio securities or indexes and engage in foreign currency forward contracts. A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.
|
| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
|
|
[Best Quarter – December 31, 2013
|
3.80%
|
|
Worst Quarter – September 30, 2015
|
-3.90%]
|
|
1 Year
|
Since Inception (September 4, 2012)
|
|
|
Investor Class Shares
|
||
|
Return Before Taxes
|
-0.90%
|
2.59%
|
|
Return After Taxes on Distributions
|
-1.55%
|
1.58%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
-0.36%
|
1.58%
|
|
Class C Shares
|
||
|
Return Before Taxes
|
3.01%
|
3.15%
|
|
Class I Shares
|
||
|
Return Before Taxes
|
5.07%
|
4.17%
|
|
Barclays Capital U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
2.65%
|
1.69%
|
|
30% S&P 500
®
and 70% Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)
|
5.50%
|
5.29%
|
|
Fund*
|
Investment Objective
|
|
RiverFront Dynamic Allocation 100/0 Target
|
The Fund seeks to achieve long term capital appreciation.
|
|
RiverFront Dynamic Allocation 80/20 Target
|
The Fund seeks to provide high total investment return.
|
|
RiverFront Dynamic Allocation 70/30 Target
|
The Fund seeks to achieve long-term growth and income.
|
|
RiverFront Dynamic Allocation 50/50 Target
|
The Fund has two primary investment objectives. It seeks (1) to provide a level of current income that exceeds the average yield on U.S. stocks, and (2) growth of capital.
|
|
RiverFront Dynamic Allocation 30/70 Target
|
The Fund seeks to provide current income and potential for that income to grow over time.
|
|
*
|
Effective [____], 2018, the RiverFront Global Growth Fund changed its name to the RiverFront Dynamic Allocation 100/0 Target, the RiverFront Global Allocation Fund changed its name to the RiverFront Dynamic Allocation 80/20 Target, the RiverFront Dynamic Equity Income Fund changed its name to the RiverFront Dynamic Allocation 70/30 Target, the RiverFront Moderate Growth & Income Fund changed its name to the RiverFront Dynamic Allocation 50/50 Target, and the RiverFront Conservative Income Builder Fund changed its name to the RiverFront Dynamic Allocation 30/70 Target.
|
| • |
Strategic asset allocation
|
| • |
Tactical adjustments, sector strategy and optimized security selection
|
| • |
Disciplined risk management
|
| • |
They are rated BBB- or higher by a nationally recognized statistical rating organization (“NRSRO”);
|
| • |
They have received a comparable short-term or other rating; or
|
| • |
They are unrated securities that the Sub-Adviser believes to be of comparable quality to rated investment-grade securities.
|
|
Fund Name:
|
RiverFront Dynamic Allocation 100/0 Target
|
RiverFront Dynamic Allocation 80/20 Target
|
RiverFront Dynamic Allocation 70/30 Target
|
RiverFront Dynamic Allocation 50/50 Target
|
RiverFront Dynamic Allocation 30/70 Target
|
|
Affiliated ETF Risk
|
P
|
P
|
P
|
P
|
P
|
|
Allocation Risk
|
P
|
P
|
P
|
P
|
P
|
|
Commodity-Linked Notes Risk
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Concentration and Limited Investments Risk
|
P
|
P
|
P
|
P
|
P
|
|
Conflicts of Interest Risk
|
P
|
P
|
P
|
P
|
P
|
|
Convertible Bond Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Corporate Debt Risk
|
N/A
|
NP
|
NP
|
NP
|
NP
|
|
Credit Risk
|
N/A
|
P
|
P
|
P
|
P
|
|
Currency Risk
|
P
|
P
|
P
|
P
|
P
|
|
Cybersecurity Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Depositary Receipt Risk
|
NP
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Derivatives Risk
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Emerging Markets Risk
|
P
|
P
|
P
|
P
|
P
|
|
Equity Securities Risk
|
P
|
P
|
P
|
P
|
P
|
|
Exchange-Traded Funds Risk
|
P
|
P
|
P
|
P
|
P
|
|
Futures Risk
|
NP
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Futures Contract Risk
|
P
|
P
|
P
|
P
|
P
|
|
Income Generation Risk
|
N/A
|
P
|
P
|
P
|
P
|
|
Hedging Risk
|
P
|
P
|
P
|
P
|
P
|
|
High Yield Securities Risk
|
P
|
P
|
P
|
P
|
P
|
|
Inflation-Protected Securities Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Interest Rate Risk
|
N/A
|
P
|
P
|
P
|
P
|
|
Large-Cap Stock Risk
|
NP
|
NP
|
NP
|
NP
|
P
|
|
Liquidity and Valuation Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Active Management Risk
|
P
|
P
|
P
|
P
|
P
|
|
Market Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Mid-Cap Stock Risk
|
P
|
P
|
P
|
P
|
P
|
|
Mortgage-Backed and Asset-Backed Risk
|
N/A
|
NP
|
NP
|
NP
|
NP
|
|
Non-U.S. Securities Risk
|
P
|
P
|
P
|
P
|
P
|
|
Options Risk
|
NP
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Portfolio Turnover Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Preferred Stock Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Prepayment and Extension Risk
|
N/A
|
P
|
P
|
P
|
P
|
|
Pricing Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Real Estate Investment Trust (“REITs”) Risk
|
P
|
P
|
P
|
P
|
P
|
|
Sector and Securities Selection Risk
|
P
|
P
|
P
|
P
|
P
|
|
Securities Lending Risk
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
Small-Cap Stock Risk
|
P
|
P
|
P
|
P
|
P
|
|
Style Investing Risk
|
P
|
P
|
P
|
P
|
P
|
|
Temporary Investments and Risks
|
NP
|
NP
|
NP
|
NP
|
NP
|
|
ETF Investment Risk
|
P
|
P
|
P
|
P
|
P
|
|
Fund Name
|
Aggregate Annual
Advisory Fee (as a percentage of daily net assets) |
Aggregate Annual
advisory fee to investment adviser (as a percentage of daily net assets) |
Aggregate Annual
advisory fee to sub-adviser (as a percentage of daily net assets) |
|
RiverFront Dynamic Allocation 100/0 Target
|
0.60%
|
0.18%
|
0.42%
|
|
RiverFront Dynamic Allocation 80/20 Target
|
0.55%
|
0.16%
|
0.39%
|
|
RiverFront Dynamic Allocation 70/30 Target
|
0.65%
|
0.20%
|
0.45%
|
|
RiverFront Dynamic Allocation 50/50 Target
|
0.69%
|
0.22%
|
0.48%
|
|
RiverFront Dynamic Allocation 30/70 Target
|
0.15%
|
0.00%
|
0.15%
|
|
Portfolio Managers
|
Past 5 Years’ Business Experience
|
|
Michael Jones, CFA
® (1)
|
Mr. Jones co-manages each Fund and in that capacity is primarily responsible for making strategic asset allocation decisions for each Fund. He served as Chairman and Chief Investment Officer of RiverFront after co-founding the firm in April 2008 until December 2017. Mr. Jones continues to serve as Chairman and assumed the title of CEO and President of the RiverShares Division of RiverFront Investment Group in January 2018. Previously, Mr. Jones was Chief Investment Officer of Wachovia Securities. He has more than 30 years of investment experience. Mr. Jones received his BA from the College of William & Mary and his MBA from the Wharton School at the University of Pennsylvania. He received his CFA designation in 1990.
|
|
Kevin Nicholson, CFA
® (1)
|
Mr. Nicholson co-manages the Fund and in that capacity serves as Chief Marketing Strategist, bringing more than 25 years of industry experience to the role. Previously, Mr. Nicholson served as the Chief Risk Officer of RiverFront. Prior to joining RiverFront, Mr. Nicholson served as Senior Fixed Income Portfolio Manager at Wells Fargo Advisors where he managed both taxable and tax exempt portfolios. He began his career in 1992 at Wells Fargo Advisors, LLC, during which time he held numerous fixed income positions. These included senior preferred stock trader, corporate bond trader, senior fixed income strategist, and senior fixed income portfolio manager. Mr. Nicholson earned a BA in Business and Economics from Randolph-Macon College and an MBA from Virginia Commonwealth University. He earned his CFA designation in 2014.
|
|
Deva Meenakshisudaram, FRM
|
Mr. Meenakshisudaram oversees the development and design of RiverFront’s asset allocation process and supports the Risk Management team with a quantitative and analytical Risk Management framework. He is responsible for establishing quantitative model governance and best practices across the firm, while supporting overall investment processes with mathematical and statistical decision making tools. Prior to joining RiverFront, Mr. Meenakshisudaram spent more than a decade in the investment industry, first in Chesapeake Capital developing trade execution strategies and statistical reporting for institutional clients. Mr. Meenakshisudaram has a Bachelor's in Chemical Engineering and a Master's in Mathematics from the Birla Institute of Technology and Science, Pilani, India. He also holds a Master's in Environmental Engineering from the University of Cincinnati and an MBA from the University of Chicago in Quantitative Finance and Business Strategy. He earned his Financial Risk Manager (FRM) certification in 2012.
|
|
Bill Ryder, CFA, CMT
|
Mr. Ryder serves as Director of Quantitative Market Strategy bringing more than 25 years of experience in the business. In his current role, Mr. Ryder has worked to develop a number of quantitative tools that provide market signals to the team. Prior to launching RiverFront, Mr. Ryder was Director of Quantitative Strategy at Wachovia Securities and its predecessor firms. He joined the Investment Strategy Department of Wachovia Securities (Wheat First Butcher Singer) in 1991 and during his time there also served as a portfolio manager for separately managed and mutual fund portfolios. Mr. Ryder is a Chartered Financial Analyst (CFA) and Chartered Market Technician (CMT).
|
| (1) |
CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute.
|
| • |
how long you expect to own the shares;
|
| • |
how much you intend to invest;
|
| • |
total expenses associated with owning shares of each class; and
|
| • |
whether you qualify for any reduction or waiver of sales charges.
|
|
Class C
|
|
|
Initial Sales Charge
|
None
|
|
Contingent Deferred Sales Charge (“CDSC”)
|
1.00% on redemptions within 12 months
|
|
Distribution and Service Fees
|
1.00%
|
|
Dividends
|
Generally lower than Investor Class due to higher annual expenses
|
|
Typical Shareholder
|
Generally more appropriate for short-term investors
|
| • |
redemptions following the death or permanent disability (as defined by Section 72(m)(7) of the Internal Revenue Code) of a shareholder if made within one year of death or the initial determination of permanent disability. The waiver is available only for shares held at the time of death or initial determination of permanent disability; and
|
| • |
required minimum distributions from a tax-deferred retirement plan or an individual retirement account (IRA) as required under the Internal Revenue Code. The waiver of the CDSC for required distributions will be as a percentage of assets held in the Fund.
|
| • |
ALPS | Red Rocks Listed Private Equity Fund
|
| • |
ALPS | WMC Research Value Fund
|
| • |
Clough China Fund
|
| • |
ALPS | CoreCommodity Management CompleteCommodities Strategy Fund
|
| • |
RiverFront Dynamic Allocation 100/0 Target
|
| • |
RiverFront Dynamic Allocation 80/20 Target
|
| • |
RiverFront Dynamic Allocation 70/30 Target
|
| • |
RiverFront Dynamic Allocation 50/50 Target
|
| • |
RiverFront Dynamic Allocation 30/70 Target
|
| • |
ALPS | Kotak India Growth Fund
|
| • |
ALPS | Alerian MLP Infrastructure Index Fund
|
| • |
ALPS | Metis Global Micro Cap Value Fund
|
| (i) |
U.S. citizens or residents;
|
| (ii) |
U.S. corporations;
|
|
(iii)
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
| (iv) |
a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 20, 1996, and were treated as domestic trusts on August 19, 1996.
|
|
Investor Class II*
|
Class L
|
|
|
RiverFront Dynamic Allocation 100/0 Target**
|
RLTSX
|
RLTIX
|
| * |
Effective December 1, 2017, the Investor Class shares were renamed Investor Class II shares
.
|
| ** |
Effective [____], 2018, the RiverFront Global Growth Fund changed its name to the RiverFront Dynamic Allocation 100/0 Target
.
|
|
Summary Section
|
2
|
|
Investment Objective and Principal Strategies
|
7
|
|
More on Each Fund’s Investments and Related Risks
|
8
|
|
Management
|
12
|
|
The Portfolio Managers
|
13
|
|
Administrator, Distributor and Transfer Agent
|
14
|
|
Buying, Exchanging and Redeeming Shares
|
14
|
|
Share Transactions
|
17
|
|
Dividends and Distributions
|
18
|
|
Taxes
|
19
|
|
Financial Highlights
|
20
|
|
Privacy Policy
|
23
|
|
Additional Information About Each Fund
|
Back Cover
|
|
Investor Class II
|
Class L
|
|
|
Management Fees
(1)
|
None
|
None
|
|
Distribution and Service (12b-1) Fees
|
0.25%
|
0.00%
|
|
Other Expenses
|
0.25%
|
0.25%
|
|
Unitary Administrative Fees
|
0.25%
|
0.25%
|
|
Acquired Fund Fees and Expenses
|
0.70%
|
0.70%
|
|
Total Annual Fund Operating Expenses
|
1.20%
|
0.95%
|
| (1) |
Pursuant to the Fund’s advisory and sub-advisory agreements, neither the Adviser nor the Sub-Adviser receives a management fee from the Fund. However, the Sub-Adviser and the Adviser will indirectly derive management fees to the extent the Fund invests in an ETF or other fund managed by the Sub-Adviser and/or the Adviser, as applicable.
|
|
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investor Class II Shares
|
$
122
|
$
381
|
$
659
|
$1,453
|
|
Class L Shares
|
$
97
|
$
303
|
$
525
|
$1,165
|
|
You would pay the following expenses if you did not redeem your shares:
|
||||
|
Investor Class II Shares
|
$
122
|
$
381
|
$
659
|
$1,453
|
|
Class L Shares
|
$
97
|
$
303
|
$
525
|
$1,165
|
| • |
Affiliated ETF Risk.
The Sub-Adviser (and where applicable, the Adviser) receives sub-advisory (or advisory) fees from the underlying RiverFront ETF that are payable to those parties pursuant to the sub-advisory and/or advisory agreements of those underlying RiverFront ETFs. It is possible that a conflict of interest among the Fund and the RiverFront ETFs could affect how the Sub-Adviser fulfills its fiduciary duties to the Fund and the RiverFront ETFs. The Sub-Adviser may have an incentive to take into account the effect on a RiverFront ETF in which the Fund may invest in determining whether, and under what circumstances, to purchase or sell shares in that RiverFront ETF. To seek to mitigate risks of conflicts of interest arising from investments in affiliated investment companies, the Fund has adopted an expense structure under which the Fund does not pay advisory fees to either the Adviser or the Sub-Adviser. For non-advisory services, the Fund pays a unitary administrative fee to the administrator in addition to other expenses described in the Fund’s fees and expenses table. These services include general fund administration services, transfer agency services, as well as bookkeeping and accounting services. In addition, while the underlying RiverFront ETFs in which the Fund invests may have different advisory fee rates, the Fund will only invest in RiverFront ETFs subject to the same sub-advisory fee rates as other RiverFront ETFs already in the Fund’s portfolio. There is no assurance that these measures will completely mitigate conflicts of interest in the selection of RiverFront ETFs.
|
| • |
ETF Investment Risk.
Each of the underlying ETFs in which the Fund invests will be subject to its own principal risks, depending on the investment objective, investment strategy, and other characteristics of such underlying ETFs. Those underlying ETF risks may in turn become principal risks of an investment in the Fund. To the extent the Fund invests in other ETFs, including RiverFront ETFs, the Fund’s shareholders will indirectly incur certain fees and expenses of that ETF, including investment advisory fees. The return on such investments will be reduced by the operating expenses, including investment advisory and administration fees, of such ETFs, and will be further reduced by the Fund’s own expenses, including the Fund’s unitary administrative fees. ETFs are investment companies that are bought and sold on a securities exchange. The Fund could lose money by investing in an ETF including if the value of the ETF’s investments go down. In addition, the market price of an ETF’s shares may trade at a premium or discount to their net asset value, meaning that the Fund could pay more to purchase shares of an ETF, or receive less in a sale of shares of an ETF, than the net asset value of the ETF. ETFs are also subject to potential liquidity risk because an active trading market for an ETF’s shares may not develop or be maintained, trading of an ETF’s shares may be halted from time to time, or the shares may be de-listed from the exchange.
|
| • |
Allocation Risk.
The performance of the Fund will depend largely on the investment decisions of RiverFront as to strategic asset allocation and tactical adjustments made to the asset allocation. At times, RiverFront’s judgments may prove to be wrong from time to time or for extended periods of time and the Fund may lose money.
|
| • |
Active Management Risk.
The portfolio managers’ judgments about the attractiveness, value and potential appreciation of particular asset classes, securities or sectors may prove to be incorrect. Such errors could result in a negative return and a loss to you.
|
| • |
Sector and Securities Selection Risk.
The performance of an underlying ETF is related to the economic sectors that RiverFront may choose to emphasize or deemphasize from time to time, as well as to the individual securities selected by RiverFront within those sectors. The investment returns for particular economic sectors will fluctuate and may be lower than other sectors. In addition, the individual securities chosen for investment within a particular sector may underperform other securities within that same sector.
|
| • |
Style Investing Risk.
To the extent an underlying ETF focuses on a particular style of stocks (such as growth or value), its performance may at times be better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style. Growth stocks, which are characterized by high price-to-earnings ratios, may be more volatile than value stocks with lower price-to-earnings ratios.
|
| • |
Small-Cap Stock Risk.
An underlying ETF may invest significantly in small-capitalization companies, and each underlying ETF may define “small-capitalization” differently. Small-cap stocks are often more volatile and less liquid than investments in larger companies, and may be subject to greater and more abrupt price fluctuations. In addition, small-cap companies may lack the management experience, financial resources and product diversification of larger companies. Small-cap companies’ earnings and revenues may be less predictable, and there may be less publicly available information about these companies, which can affect the pricing of their shares.
|
| • |
Mid-Cap Stock Risk.
An underlying ETF may invest significantly in mid-capitalization companies, and each underlying ETF may define “mid-capitalization” differently. Mid-cap stocks are often more volatile and less liquid than investments in large-cap companies, and may be subject to greater and more abrupt price fluctuations. Mid-cap companies may also lack the management experience, financial resources and product diversification of larger companies.
|
| • |
Limited Investments Risk.
The Fund may invest in a limited number of ETFs, and as a consequence, will be more susceptible to fluctuations in performance of, and risks associated with, those ETFs within its portfolio than a similar Fund with a greater number of ETFs within its portfolio.
|
| • |
Conflicts of Interest Risks.
The Fund is subject to certain potential conflicts of interest arising out of the activities of its service providers. For example, the Funds’ distributor, ALPS Portfolio Solutions Distributor, Inc., or its affiliates, currently provide distribution services to certain ETFs which could be purchased by the Fund.
|
| • |
High Yield Securities Risk.
An underlying ETF may invest in high yield securities. High yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. Securities rated below investment grade are commonly referred to as “junk bonds.” The ability of issuers of high yield securities to make timely payments of interest and principal may be adversely impacted by adverse changes in general economic conditions, changes in the financial condition of the issuers and price fluctuations in response to changes in interest rates. High yield securities are less liquid than investment grade securities and may be difficult to price or sell.
|
| • |
Non-U.S. Securities Risk.
Non-U.S. securities, in which an underlying ETF could invest, are subject to the risks of foreign currency fluctuations, generally higher volatility and lower liquidity than U.S. securities, less developed securities markets and economic systems and political and economic instability.
|
| • |
Emerging Markets Risk.
An underlying ETF may invest in securities of foreign issuers, which are subject to certain inherent risks, such as political or economic disruptions or instability of the country of issue, the difficulty of predicting international trade patterns, foreign currency fluctuations, and the possibility of imposition of exchange controls. Such securities may also be subject to greater variations in price than securities of domestic corporations. Foreign securities may be less liquid and involve higher transaction costs, as foreign securities markets may be less efficient than U.S. markets. In addition, there may be less publicly available information about a foreign company than about a domestic company.
|
| • |
Interest Rate Risk.
The fixed-income securities in which an underlying ETF may invest may be of any credit quality or duration. Duration is a weighted measure of the length of time a bond will pay out and takes into account interest payments that occur throughout the course of holding the bond. In general, the longer the bond’s duration, the more its price will drop as interest rates go up. The value of an underlying ETF’s investments in fixed-income securities will generally decrease when interest rates rise, which means the Fund’s NAV will likewise decrease.
|
| • |
Currency Risk.
The value of the Fund’s investments may fall as a result of changes in exchange rates.
|
| • |
Equity Securities Risk.
Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific industries, sectors or companies in which an underlying ETF invests.
|
| • |
Income Generation Risk.
An underlying ETF may fail to generate anticipated levels of income due to, among other factors, unanticipated market conditions or the materialization of risks associated with certain instruments described below, which failure in turn could negatively impact the underlying ETF’s ability to meet its stated investment objective.
|
| • |
Hedging Risk.
Although derivative instruments may be used to offset or hedge against losses on an opposite position, such hedges can also potentially offset any gains on the opposite position. The Fund or an underlying ETF may also be exposed to the risk it may be required to segregate assets or enter into offsetting positions in connection with investments in derivatives, but such segregation will not limit the Fund’s exposure to loss. An underlying ETF may seek to hedge currency exposure through forward currency contracts and/or futures contracts (which are described under “Futures Contract Risk”). A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date. Contracts to sell foreign currency will generally be expected to limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. In addition, the use of currency hedging will not necessarily eliminate exposure to all currency fluctuations. Hedging against a decline in the value of a currency does not eliminate fluctuations in the value of a portfolio security traded in that currency or prevent a loss if the value of the security declines.
|
| • |
Futures Contract Risk.
Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Futures contracts traded in the over-the-counter markets are frequently referred to as forward contracts. 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. A Fund can buy or sell futures contracts on portfolio securities or indexes and engage in foreign currency forward contracts. A Fund that uses futures contracts, which are a type of derivative, is subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.
|
| • |
Real Estate Investment Trust (“REIT”) Risk.
Investing in REITs may subject an underlying ETF to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property.
|
|
Best Quarter:
|
June 30, 2009
|
16.77%
|
|
Worst Quarter:
|
September 30, 2011
|
-19.26%
|
|
1 Year
|
5 Years
|
Since
Inception (October 28, 2008) |
|
|
Class L Shares
|
|||
|
Return Before Taxes
|
4.58%
|
8.37%
|
9.17%
|
|
Return After Taxes on Distributions
|
4.24%
|
6.68%
|
7.77%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
2.88%
|
6.22%
|
7.11%
|
|
Investor Class II
|
|||
|
Return Before Taxes
|
4.36%
|
8.12%
|
8.90%
|
|
MSCI ACWI (All Country World Index)
(reflects no deduction for fees, expenses or taxes)
|
7.86%
|
9.36%
|
10.74%
|
|
S&P 500
®
Index
(reflects no deduction for fees, expenses or taxes)
|
11.96%
|
14.66%
|
13.65%
|
| • |
The RiverFront Dynamic Allocation 100/0 Target seeks to achieve long term capital appreciation.*
|
|
*
|
Effective [____], 2018, the RiverFront Global Growth Fund changed its name to the RiverFront Dynamic Allocation 100/0 Target.
|
| • |
Strategic asset allocation;
|
| • |
Tactical adjustments, sector strategy and optimized security selection;
|
| • |
Disciplined risk management;
|
| • |
corporate debt;
|
| • |
derivatives;
|
| • |
indexed/structured securities;
|
| • |
securities lending;
|
| • |
securities purchased on a when-issued, delayed delivery or forward commitment basis.
|
|
Aggregate Annual Advisory Fee
( As A Percenta ge Of Daily Net Assets) |
|
0.60%
|
|
Aggregate Annual Advisory Fee To Investment Adviser
(As A Percentage Of Daily Net Assets) |
|
0.18%
|
|
Aggregate Annual Advisory Fee To Sub-Adviser
(As A Percentage Of Daily Net Assets) |
|
0.42%
|
| • |
how long you expect to own the shares;
|
| • |
how much you intend to invest; and
|
| • |
total expenses associated with owning shares of each class.
|
| • |
ALPS | Red Rocks Listed Private Equity Fund
|
| • |
ALPS | WMC Research Value Fund
|
| • |
Clough China Fund
|
| • |
ALPS | CoreCommodity Management CompleteCommodities Strategy Fund
|
| • |
RiverFront Dynamic Allocation 100/0 Target
|
| • |
RiverFront Dynamic Allocation 80/20 Target
|
| • |
RiverFront Dynamic Allocation 70/30 Target
|
| • |
RiverFront Dynamic Allocation 50/50 Target
|
| • |
RiverFront Dynamic Allocation 30/70 Target
|
| • |
ALPS | Kotak India Growth Fund
|
| • |
Alerian MLP Infrastructure Index Fund
|
| • |
ALPS | Metis Global Micro Cap Value Fund
|
| (i) |
U.S. citizens or residents;
|
| (ii) |
U.S. corporations;
|
| (iii) |
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
| (iv) |
a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 20, 1996, and were treated as domestic trusts on August 19, 1996.
|
|
Name of Fund
|
Ticker
|
|||||
|
Investor
Class*
|
Class C
|
Class I
|
Class R
|
Class L
|
Investor Class II***
|
|
|
ALPS | Red Rocks Listed Private Equity Fund
|
LPEFX
|
LPFCX
|
LPEIX
|
LPERX
|
N/A
|
N/A
|
|
ALPS | WMC Research Value Fund
|
AMWYX
|
AMWCX
|
AMWIX
|
N/A
|
N/A
|
N/A
|
|
Clough China Fund
|
CHNAX
|
CHNCX
|
CHNIX
|
N/A
|
N/A
|
N/A
|
|
ALPS | CoreCommodity Management CompleteCommodities Strategy Fund
|
JCRAX
|
JCRCX
|
JCRIX
|
N/A
|
N/A
|
N/A
|
|
RiverFront Dynamic Allocation 100/0 Target**
|
RLTAX
|
RLTCX
|
RLFIX
|
N/A
|
RLTIX
|
RLTSX
|
|
RiverFront Dynamic Allocation 80/20 Target**
|
RMGAX
|
RMGCX
|
RMGIX
|
N/A
|
N/A
|
N/A
|
|
RiverFront Dynamic Allocation 70/30 Target**
|
RLGAX
|
RLGCX
|
RLIIX
|
N/A
|
N/A
|
N/A
|
|
RiverFront Dynamic Allocation 50/50 Target**
|
RMIAX
|
RMICX
|
RMIIX
|
N/A
|
N/A
|
N/A
|
|
RiverFront Dynamic Allocation 30/70 Target**
|
RCABX
|
RCCBX
|
RCIBX
|
N/A
|
N/A
|
N/A
|
|
ALPS | Kotak India Growth Fund
|
INDAX
|
INFCX
|
INDIX
|
N/A
|
N/A
|
N/A
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
ALERX
|
ALRCX
|
ALRIX
|
N/A
|
N/A
|
N/A
|
|
ALPS | Metis Global Micro Cap Value Fund
|
METAX
|
METCX
|
METIX
|
N/A
|
N/A
|
N/A
|
| * |
Effective December 1, 2017, the Class A Shares were renamed Investor Class shares.
|
|
**
|
Effective [____], 2018, the RiverFront Global Growth Fund changed its name to the RiverFront Dynamic Allocation 100/0 Target, the RiverFront Global Allocation Fund changed its name to the RiverFront Dynamic Allocation 80/20 Target, the RiverFront Dynamic Equity Income Fund changed its name to the RiverFront Dynamic Allocation 70/30 Target, the RiverFront Moderate Growth & Income Fund changed its name to the RiverFront Dynamic Allocation 50/50 Target, and the RiverFront Conservative Income Builder Fund changed its name to the RiverFront Dynamic Allocation 30/70 Target.
|
|
***
|
Effective December 1, 2017, the Investor Class shares for the RiverFront Dynamic Allocation 100/0 Target (formerly, the RiverFront Global Growth Fund) were renamed Investor Class II shares.
|
| • |
The ALPS | Red Rocks Listed Private Equity Fund seeks to maximize total return, which consists of appreciation on its investments and a variable income stream.
|
| • |
The ALPS | WMC Research Value Fund seeks long-term capital appreciation. Dividend income may be a factor in portfolio selection but is secondary to the Fund’s principal objective.
|
| • |
The Clough China Fund seeks to provide investors with long-term capital appreciation.
|
| • |
The ALPS | CoreCommodity Management CompleteCommodities Strategy Fund seeks to maximize real returns (returns after inflation), consistent with prudent investment management.
|
| • |
The RiverFront Dynamic Allocation 100/0 Target seeks to achieve long term capital appreciation.
|
| • |
The RiverFront Dynamic Allocation 80/20 Target seeks to provide high total investment return.
|
| • |
The RiverFront Dynamic Allocation 70/30 Target seeks to achieve long-term growth and income.
|
| • |
The RiverFront Dynamic Allocation 50/50 Target’s primary investment objective is to seek to provide (1) a level of current income that exceeds the average yield on U.S. stocks and (2) growth of capital.
|
| • |
The RiverFront Dynamic Allocation 30/70 Target seeks to provide current income and potential for that income to grow over time.
|
| • |
The ALPS | Kotak India Growth Fund’s investment goal is long-term capital appreciation.
|
| • |
The investment objective of the ALPS | Alerian MLP Infrastructure Index Fund is to seek investment results that correspond (before fees and expenses) generally to the price and yield performance of its underlying index, the Alerian MLP Infrastructure Index (the “Alerian Index”).
|
| • |
The ALPS | Metis Global Micro Cap Value Fund seeks to provide long-term growth of capital.
|
| • |
are organized under the laws of China, Hong Kong or Taiwan;
|
| • |
are primarily traded on the China, Hong Kong or Taiwan exchanges; or
|
| • |
derive at least 50% of their revenues from business activities in China, Hong Kong or Taiwan, but which are listed and traded elsewhere.
|
| • |
Commodity Investments are investments in commodity futures contracts, commodity swaps, options on commodity futures, commodity-linked notes and may at times include direct or indirect investments in physical commodities.
|
| • |
Commodity Equity Investments are generally investments in companies primarily engaged in the production and distribution of commodities and commodity-related products.
|
| • |
are organized under the laws of, or maintain their principal place of business in, or for which the principal trading market for their securities is in India; or
|
| • |
derive 50% or more of their total revenue or profit from either goods or services produced or sales made in India; or
|
| • |
have 50% or more of their assets in India.
|
| • |
China remains a one-party, non-democratic political system with the continuing risk of nationalization, expropriation, or confiscation of property;
|
| • |
While Hong Kong acknowledges being a Special Administrative Region of China, the international legal status of Taiwan is not settled. As such, from time to time, political tensions arise;
|
| • |
The economic reforms being instituted could cause higher interest rates and higher unemployment, which could cause political instability. The government could also alter or discontinue economic reform programs;
|
| • |
The emergence of a domestic consumer class is still at an early stage, making China heavily dependent on exports;
|
| • |
Over 1997 and 1998, the values of many Asian currencies declined because corporations in these countries had to buy U.S. dollars to pay large U.S. dollar denominated debt. Similar devaluations could occur again;
|
| • |
Military conflicts, either in response to social unrest or conflicts with other countries, are an ever present consideration;
|
| • |
Political instability may arise and hard-line Marxist-Leninists might regain the political initiative;
|
| • |
Social tensions caused by widely differing levels of economic prosperity within Chinese society might create unrest, as they did in the tragic events of 1989, culminating in the Tiananmen Square incident; and
|
| • |
The Chinese legal system is still in its infancy, making it more difficult to obtain and/or enforce judgments.
|
| • |
results of proprietary quantitative models developed by the Sub-Adviser;
|
| • |
Commodity Investments relative price differentials for a range of commodity futures for current delivery as compared to similar commodity futures for future delivery; and
|
| • |
other market conditions.
|
| • |
Qualifying Hybrid Instruments
. The Fund may invest in commodity-linked notes that are considered to be “qualifying hybrid instruments” excluded from regulation under the Commodity Exchange Act and the regulations adopted thereunder. See “Hybrid Securities.”
|
| • |
Principal Protection
. Commodity-linked notes may be principal protected, partially protected, or offer no principal protection. A principal protected commodity-linked note means that the issuer will pay, at a minimum, the par value of the note at maturity. Therefore, if the commodity value to which the commodity-linked note is linked declines over the life of the note, the Fund will receive at maturity the face or stated value of the note.
|
| • |
Commodity-Linked Notes Without Principal Protection
.
The Fund may also invest in commodity-linked notes that offer no principal protection. At maturity, there is a risk that the underlying commodity price, futures or option contract, index or other economic variable may have declined sufficiently in value such that some or all of the face value of the commodity-linked note might not be returned. Some of the commodity-linked notes that the Fund may invest in may have no principal protection and the note could lose all of its value.
|
| • |
Counterparty Risk
. A significant risk of commodity-linked notes is counterparty risk. The Fund will take on the counterparty credit risk of the issuer. That is, at maturity of a commodity-linked note, there is a risk that the issuer may be unable to perform its obligations under the terms of the commodity-linked note. Issuers of commodity-linked notes are typically large money center banks, broker-dealers, other financial institutions and large corporations. To minimize this risk the Fund will transact, to the extent possible, with issuers who have an investment-grade credit rating from a nationally recognized statistical rating organization (“NRSRO”).
|
| • |
Price Limits
.
The commodity futures exchanges often impose on each commodity futures contract a maximum permissible price movement for each trading session. If the maximum permissible price movement is achieved on any trading day, no more trades may be executed above (or below, if the price has moved downward) that limit. If the Fund wishes to execute a trade outside the daily permissible price movement, it would be prevented from doing so by exchange rules, and would have to wait for another trading session to execute its transaction.
|
| • |
Price Volatility
.
Despite the daily price limits on the futures exchanges, the price volatility of commodity futures contracts has been historically greater than that for traditional securities such as stocks and bonds. To the extent that the Fund invests in commodity futures contracts, the assets of the Fund, and therefore the prices of Fund shares, may be subject to greater volatility.
|
| • |
Marking-to-Market Futures Positions
. The futures clearinghouse marks every futures contract to market at the end of each trading day, to ensure that the outstanding futures obligations are limited by the maximum daily permissible price movement. This process of marking-to-market is designed to prevent losses from accumulating in any futures account. Therefore, if the Fund’s futures positions have declined in value, the Fund may be required to post additional margin to cover this decline. Alternatively, if the Fund’s futures positions have increased in value, this increase will be credited to the Fund’s account. Certain commodity futures contracts, when entered into directly by the Fund, would be taxed on the “marked-to-market” basis applicable to section 1256 contracts, as discussed below under “Taxes - Financial Products.” For information about the tax treatment of the Fund’s commodity-linked investments and its investment in the Subsidiary, please refer to “Taxes – Taxation of Certain Commodity – Linked Investments.”
|
| • |
Storage Costs
.
The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time value of money invested in the physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the physical commodity that are not obtained by the holder of a futures contract (this is sometimes referred to as the “convenience yield”). To the extent that these storage costs change for an underlying commodity while the Fund is long futures contracts on that commodity, the value of the futures contract may change proportionately.
|
| • |
Reinvestment Risk
. In the commodity futures markets, if producers of the underlying commodity wish to hedge the price risk of selling the commodity, they will sell futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to take the corresponding long side of the same futures contract, the commodity producer must be willing to sell the futures contract at a price that is below the expected future spot price. Conversely, if the predominate hedgers in the futures market are the purchasers of the underlying commodity who purchase futures contracts to hedge against a rise in prices, then speculators will only take the short side of the futures contract if the futures price is greater than the expected future spot price of the commodity.
|
| • |
Additional Economic Factors
. The values of commodities which underlie commodity futures contracts are subject to additional variables which may be less significant to the values of traditional securities such as stocks and bonds. Variables such as drought, floods, weather, livestock disease, embargoes and tariffs may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts, commodity-linked notes, commodity options and commodity swaps, than on traditional securities. These additional variables may create additional investment risks which subject the Fund’s investments to greater volatility than investments in traditional securities.
|
| • |
Leverage
. There is much greater leverage in futures trading than in stocks. As a registered investment company, the Fund must pay in full for all securities it purchases. In other words, the Fund is not allowed to purchase securities on margin. However, the Fund is allowed to purchase futures contracts on margin. The initial margin requirements are typically between 3% and 6% of the face value of the contract. That means the Fund is only required to pay up front between 3% to 6% percent of the face value of the futures contract. Therefore, the Fund has a higher degree of leverage in its futures contract purchases than in its stock purchases. As a result there may be differences in the volatility of rates of return between securities purchases and futures contract purchases, with the returns from futures contracts being more volatile.
|
| • |
Strategic asset allocation
|
| • |
Tactical adjustments, sector strategy and optimized security selection
|
| • |
Disciplined risk management
|
| • |
that are sector leaders and enjoy leadership in their respective segments;
|
| • |
that are strong asset plays; and
|
| • |
that are expected to witness operational and financial improvement due to positive swing in their business cycles.
|
| • |
that are expected to sustain high growth due to their ability to create new markets, develop nascent business segments and operate successfully in niche segments with scale-up potential;
|
| • |
that are expected to create and deliver long-term value due to innovation and IPR development; or
|
| • |
with the potential for value unlocking in the medium- to long-term due to strategic sale, change in management, deregulation, economic legislation and reform
|
| • |
securities in the primary and secondary markets including shares, debentures and warrants of companies unlisted, listed or to be listed on a recognized stock exchange in India
|
| • |
units of schemes floated by domestic mutual funds including Unit Trust of India, whether listed on a recognized stock exchange in India or not or units of a scheme floated by a Collective Investment Scheme, but excluding liquid and money market mutual fund schemes;
|
| • |
dated Government securities having a minimum residual maturity period of 3 (three) years;
|
| • |
derivatives traded on a recognized stock exchange;
|
| • |
security receipts of asset reconstruction companies; and
|
| • |
Indian depository receipts.
|
| a) |
It shall transact business only on the basis of taking and giving deliveries of securities bought and sold. However, this restriction is not applicable for transactions in derivatives on a recognized stock exchange. Further, it may enter in short selling transactions in securities within the framework permitted by SEBI;
|
| b) |
No transaction on the stock exchange shall be carried forward;
|
| c) |
The transaction of business in securities shall be only through a stock broker who has been granted a certificate by SEBI under sub-section (I) of section 12 of the SEBI Act, 1992, except in certain notified securities;
|
| d) |
The Company shall hold, deliver or cause to be delivered securities only in dematerialised form;
|
| e) |
The purchase of the equity shares of each Indian company shall be below 10% of the total issued capital of that Indian company;
|
| f) |
The investment shall be subject to Government of India guidelines;
|
| g) |
It may lend or borrow securities through an approved intermediary in accordance with the stock lending scheme of SEBI; and
|
| h) |
It should appoint as custodian any agency approved by SEBI to act as a custodian of securities and for confirmation of transactions in securities, settlement of purchase and sale for information reporting.
|
| • |
For shares of Indian companies acquired on or prior to 31 March 2017, regardless of the date of disposal, whether the gains are long-term or short-term, they will not be subject to tax in India.
|
| • |
Capital Gains resulting from the sale of shares of Indian companies acquired on or after 1 April 2017 but transferred on or prior to 31 March 2019 (“
Transition Period
”) will be subject to tax in India at 50% of the applicable domestic tax rate in India, provided the affairs of the Mauritian resident are not considered to have been arranged with the primary purpose of taking benefit of the Treaty and it is not a shell / conduit entity (
i.e
. it should not be an entity with negligible or nil business operations or with no real and continuous business activity being carried out in Mauritius). The Mauritian entity will not be deemed to be a shell / conduit entity if it incurs a minimum expenditure on operations in Mauritius of at least Mauritian Rupees 1.5 million in the immediately preceding period of 12 (twelve) months from the date on which the gains arise, or is listed on a recognized stock exchange in Mauritius.
|
| • |
Capital gains resulting from the sale of shares of Indian companies acquired on or after 1 April 2017 and transferred on or after 1 April 2019 will be subject to tax in India at the applicable tax rate in India.
|
| • |
Long-term capital gains arising from the sale of listed equity shares and units of “equity oriented” funds executed on a recognized stock exchange in India are tax exempt provided that the applicable securities transaction tax (“
STT
”) has been paid. STT is payable on certain on-market transactions (sale and purchase) ranging from 0.001% to 0.2% on the value of the transaction. In the Finance Bill, 2017, it is proposed that the exemption of long-term capital gains shall be available only if the STT has also been paid at the time of acquisition of equity shares sought to be transferred subject to exceptions as may be prescribed. Once enforced, this amendment will be effective from financial year 2017-18 onwards.
|
| • |
Short-term capital gains arising from the sale of listed equity shares and units of “equity oriented” funds executed on a recognized stock exchange in India provided that the applicable STT has been paid are taxable at the rate of 15%.
|
|
ALPS | Red Rocks Listed Private Equity Fund
|
A
|
|
ALPS | WMC Research Value Fund
|
B
|
|
Clough China Fund
|
C
|
|
ALPS|CoreCommodity Management CompleteCommodities Strategy Fund
|
D
|
|
RiverFront Funds
|
E
|
|
ALPS | Kotak India Growth Fund
|
F
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
G
|
|
ALPS | Metis Global Micro Cap Value Fund
|
H
|
|
Fundamental Investment Limitations
|
||||||||
|
Diversification
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
|
With respect to 75% of its total assets, the Fund may not purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities, or repurchase agreements collateralized by U.S. Government securities, and securities of other investment companies) if: (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.
|
X
|
X
|
X
|
X
|
||||
|
Concentration****
|
||||||||
|
The Fund may not purchase securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries, as that term is used in the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time (excluding the U.S. Government and its agencies and instrumentalities), except that the Fund will normally invest greater than 25% of its assets in the securities of issuers in the private equity related industries.**
|
X
|
|||||||
|
The Fund may not purchase securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries, as that term is used in the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time (excluding the U.S. Government and its agencies and instrumentalities). ***
|
X
|
X
|
X
|
X
|
X
|
|||
|
Each Fund may not purchase securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries, as that term is used in the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time (excluding the U.S. Government and its agencies and instrumentalities), except that each RiverFront Fund may cause 25% or more of the value of its total assets at the time of purchase to be invested in exchange-traded funds to the extent exchange-traded funds are determined to be an industry or group of industries.
|
X
|
|
The Fund may not purchase securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries, as that term is used in the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time (excluding the U.S. Government and its agencies and instrumentalities), except that to the extent the Alerian Fund’s Alerian Index is concentrated in a particular industry or group of industries, the Fund’s investments will exceed this 25% limitation to the extent that it is necessary to gain exposure to Index Components (as defined below) to track its Index.
|
X
|
||||||||
|
The Fund may not purchase securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of industries, as that term is used in the 1940 Act, and as interpreted, modified, or otherwise permitted by regulatory authority having jurisdiction, from time to time (excluding the U.S. Government and its agencies and instrumentalities), except that the Fund will invest at least 25% of its total assets in the securities of issuers in the infrastructure industry or group of industries. ***
|
|||||||||
|
Borrowings
|
|||||||||
|
The Fund may not borrow money, except to the extent permitted under the 1940 Act.*
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
|
The Fund may not borrow money, except to the extent permitted under the 1940 Act, and further provided that the Fund may (i) borrow money from banks for temporary or emergency purposes (but not for leverage or the purchase of investments) up to 10% of its total assets and (ii) make other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Fund’s total assets (including the amount borrowed), less the Fund’s liabilities (other than borrowings).*
|
X
|
|
Loans
|
|||||||||
|
The Fund may not make loans, except that the Fund may purchase or hold debt instruments in accordance with their investment objectives and policies; provided however, this restriction does not apply to repurchase agreements or loans of portfolio securities.
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Underwriting Activity
|
|||||||||
|
The Fund Act may not as an underwriter of securities of other issuers except that, in the disposition of portfolio securities, it may be deemed to be an underwriter under the federal securities laws
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Real Estate
|
|||||||||
|
The Fund may not purchase or sell real estate, although the Fund may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and they may acquire and dispose of real estate or interests in real estate acquired through the exercise of their rights as a holder of debt obligations secured by real estate or interests.
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Commodities
|
|||||||||
|
The Fund may not purchase or sell commodities, except that the Fund may purchase and sell futures contracts and options, may enter into foreign exchange contracts and may enter into swap agreements and other financial transactions not requiring the delivery of physical commodities, including but not limited to, purchasing or selling commodity exchange-traded funds or exchange-traded notes
|
X
|
X
|
X
|
X
|
X
|
||||
|
The Fund may not purchase or sell commodities, except that this restriction shall not prohibit the Fund, subject to restrictions described in the Fund’s Prospectus and elsewhere in this Statement of Additional Information, from purchasing, selling or entering into futures contracts, options on futures contracts, foreign currency forward contracts, foreign currency options, hybrid instruments, or any interest rate or securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws.
|
X
|
X
|
|||||||
|
The Fund may not purchase or sell commodities.
|
X
|
||||||||
|
The Fund may not purchase or sell commodities, except that this restriction shall not prevent the Fund from (i) from purchasing or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments backed by physical commodities).
|
X
|
|
Senior Securities
|
|||||||||
|
The Fund may not issue senior securities, except for permitted borrowings or as otherwise permitted under the 1940 Act.*
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
| * |
These restrictions shall be interpreted based upon no-action letters and other pronouncements of the staff of the Securities and Exchange Commission (“SEC”). Under current pronouncements, certain Fund positions may be excluded from the definition of “senior security” so long as the Fund maintains adequate cover, segregation of assets or otherwise. See “Borrowing” above.
|
| ** |
The ALPS | Red Rocks Listed Private Equity Fund currently intends to use the Standard Industrial Classification System (“SIC”). The use of any particular classification system is not a fundamental policy of the Fund. The Fund may use other classification titles, standards, and systems from time to time, as it determines to be in the best interests of shareholders.
|
| *** |
The ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, the ALPS | Kotak India Growth Fund and ALPS | Metis Global Micro Cap Value Fund currently intend to use the Global Industry Classification Standard (“GICS”). The use of any particular classification system is not a fundamental policy of the Funds. The Funds may use other classification titles, standards and systems from time to time as determined to be in the best interests of shareholders.
|
| **** |
With respect to the concentration policies, each Fund will consider the holdings of an underlying fund, including private equity funds, when determining compliance with such concentration policy.
|
|
Fund Name
|
For the Fiscal Year Ended October 31, 2017
|
For the Fiscal Year Ended October 31, 2016
|
|
ALPS | Red Rocks Listed Private Equity Fund
*
|
|
30%
|
|
ALPS | WMC Research Value Fund
*
|
|
78%
|
|
Clough China Fund
*
|
|
126%
|
|
ALPS | CoreCommodities Management CompleteCommodities Strategy Fund
*
|
|
50%
|
|
RiverFront Dynamic Allocation 100/0 Target
*
|
|
113%
|
|
RiverFront Dynamic Allocation 80/20 Target
*
|
|
124%
|
|
RiverFront Dynamic Allocation 70/30 Target
*
|
|
129%
|
|
RiverFront Dynamic Allocation 50/50 Target
*
|
|
132%
|
|
RiverFront Dynamic Allocation 30/70 Target
*
|
|
137%
|
|
ALPS | Kotak India Growth Fund
*
|
|
23%
|
|
ALPS | Alerian MLP Infrastructure Index Fund
*
|
|
63%
|
|
ALPS | Metis Global Micro Cap Value Fund
(
1
)
|
|
77%
|
| * |
Effective May 1, 2014, the fiscal year end for certain Funds changed from April 30 to October 31.
|
| (1 ) |
ALPS | Metis Global Micro Cap Value Fund commenced operations on December 24, 2015.
|
|
Name of Recipient
|
Frequency of Holdings Disclosure
|
Information
Lag
|
Date of Information
|
Date Provided to Recipients
|
|
ALPS Advisors, Inc.
(Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
Red Rocks Capital LLC
(Sub-Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
Wellington Management Company LLP
(Sub-Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
Clough Capital Partners LP
(Sub-Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
CoreCommodity Management, LLC (Sub-Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
RiverFront Investment Group, LLC (Sub-Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
Kotak Mahindra Asset Management (Singapore) Pte. Ltd.
(Sub-Adviser)
|
Daily
|
None
|
Daily
|
Daily
|
|
Metis Global Partners, LLC
(Sub-Adviser) |
Daily
|
None
|
Daily
|
Daily
|
|
ALPS Fund Services, Inc.
(Administrator)
|
Daily
|
None
|
Daily
|
Daily
|
|
State Street Bank & Trust Company.
(Custodian)
|
Daily
|
None
|
Daily
|
Daily
|
|
The Bank of New York Mellon
(Custodian – ALPS | Kotak India Growth Fund)
|
Daily
|
None
|
Daily
|
Daily
|
|
[ ___________ ]
(Independent Registered Public Accounting Firm)
|
As needed
|
None
|
As needed
|
As needed
|
|
Davis Graham & Stubbs LLP
(Counsel)
|
As needed
|
None
|
As needed
|
As needed
|
|
Bloomberg LP
|
Daily
|
None
|
Daily
|
Daily
|
|
Brown Brothers Harriman & Co.
|
Daily
|
None
|
Daily
|
Daily
|
|
Copal Partners (UK) Limited
|
Daily
|
None
|
Daily
|
Daily
|
|
FactSet Research Systems Inc.
|
Daily
|
None
|
Daily
|
Daily
|
|
Investment Technology Group, Inc.
|
Daily
|
None
|
Daily
|
Daily
|
|
Glass, Lewis & Co., LLC
|
Daily
|
None
|
Daily
|
Daily
|
|
Markit WSO Corporation
|
Daily
|
None
|
Daily
|
Daily
|
|
MSCI, Inc.
|
Daily
|
None
|
Daily
|
Daily
|
|
State Street Bank and Trust Company
|
Daily
|
None
|
Daily
|
Daily
|
|
Syntel, Inc.
|
Daily
|
None
|
Daily
|
Daily
|
|
Institutional Shareholder Services
|
Daily
|
None
|
Daily
|
Daily
|
| • |
Disclosures that are required by law;
|
| • |
Disclosures necessary for Service Providers (defined above);
|
| • |
Disclosure necessary for Rating Agencies to assess applicable fund ratings;
|
| • |
Disclosures necessary to broker-dealers or banks as part of the normal buying, selling, shorting, or other transactions in portfolio securities;
|
| • |
Disclosures to the applicable Fund’s or Service Providers’ regulatory authorities, accountants, or counsel;
|
| • |
Disclosures to the adviser or sub-adviser of a Fund of compiled data concerning accounts managed by the particular adviser or sub-adviser; or
|
| • |
Any portfolio holdings that precede a full public disclosure (e.g., portfolio holdings that are dated prior to the most recent quarterly disclosure) are not considered to be sensitive, proprietary information of the Fund, and therefore are not subject to the aforementioned disclosure policies.
|
|
Fund Name
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
ALPS | Red Rocks Listed Private Equity Fund
*
|
$279,432
|
$214,718
|
|
|
ALPS | WMC Research Value Fund
*
|
$88,337
|
$96,615
|
|
|
Clough China Fund
*
|
$304,914
|
$774,467
|
|
|
ALPS | CoreCommodity Management CompleteCommodities Strategy Fund
*
|
$34,465
|
$36,161
|
|
|
RiverFront Dynamic Allocation 100/0 Target
*
|
$3,692
|
$6,724
|
|
|
RiverFront Dynamic Allocation 80/20 Target
*
|
$1,220
|
$6,321
|
|
|
RiverFront Dynamic Allocation 70/30 Target
*
|
$7,498
|
$5,884
|
|
|
RiverFront Dynamic Allocation 50/50 Target
*
|
$5,543
|
$3,079
|
|
|
RiverFront Dynamic Allocation 30/70 Target
*
|
$1,807
|
$6,182
|
|
|
ALPS | Kotak India Growth Fund
*
|
|
$-
|
--
|
|
ALPS | Alerian MLP Infrastructure Index Fund
*
|
$14,780
|
$9,432
|
|
|
ALPS | Metis Global Micro Cap Value Fund
(
1
)
|
$15,461
|
N/A
|
| * |
Effective May 1, 2014, the fiscal year end for certain Funds changed from April 30 to October 31.
|
| (1 ) |
ALPS | Metis Global Micro Cap Value Fund commenced operations on December 24, 2015.
|
|
Fund Name
|
For the Fiscal Year Ended
October 30, 2016 |
For the Fiscal Period Ended
October 30, 2015 |
||||
|
Commissions
|
Transactions
|
Commissions
|
Transactions
|
Commissions
|
Transactions
|
|
|
ALPS | WMC Research Value Fund
1
|
$14,046,670
|
$8,060
|
$25,985,059
|
$8,588
|
||
| * |
Wellington Management requests broker/dealers to accrue cash balances for payment of qualified third-party research services through CCAs. These balances are generally not systematically linked to commissions generated by trades placed on behalf of Wellington Management’s clients, but rather are managed in the aggregate across commissions generated by all clients. If a broker/dealer who pays for third-party research is used to execute CCA eligible trades in a client account, then Wellington Management assigns to each client account a pro rata share of the third-party research payment made by that broker/dealer. The account’s pro rata share for each broker is based on the percentage of aggregate firm wide commissions with each firm that are used for third-party research payment. Broker/dealers may implement this accrual process using various methods and assumptions that are not transparent to Wellington Management.
|
| 1 |
Effective May 1, 2014, the fiscal year end for the Fund changed from April 30 to October 31.
|
|
Fund Name
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
ALPS | Red Rocks Listed Private Equity Fund
|
|
$0
|
$0
|
|
ALPS | WMC Research Value Fund*
(1)
|
|
$0
|
$0
|
|
Clough China Fund
1
|
|
$0
|
$0
|
|
ALPS|CoreCommodity Management CompleteCommodities Strategy Fund
(1)
|
|
$0
|
$0
|
|
RiverFront Dynamic Allocation 100/0 Target
(1)
|
|
$0
|
$0
|
|
RiverFront Dynamic Allocation 80/20 Target
(1)
|
|
$0
|
$0
|
|
RiverFront Dynamic Allocation 70/30 Target
(1)
|
|
$0
|
$0
|
|
RiverFront Dynamic Allocation 50/50 Target
(1)
|
|
$0
|
$0
|
|
RiverFront Dynamic Allocation 30/70 Target
(1)
|
|
$0
|
$0
|
|
ALPS | Kotak India Growth Fund
1
|
|
$0
|
$0
|
|
ALPS | Alerian MLP Infrastructure Index Fund
(1)
|
|
$0
|
$0
|
|
ALPS | Metis Global Micro Cap Value Fund
(
2
)
|
|
$0
|
N/A
|
| * |
Wellington Management has a broker-dealer affiliate, Wellington Management Advisers, Inc. This entity does not engage in retail brokerage, lending, securities underwriting, or proprietary trading. Its business is limited to introducing US prospects and clients to the investment management capabilities of the Wellington Management organization, including to prospects who ultimately may purchase interests in Wellington Management private funds. Wellington Management does not direct trades through Wellington Management Advisers, Inc., nor does this broker-dealer affiliate have the capability to process such trades
|
| (1) |
Effective May 1, 2014, the fiscal year end for certain Funds changed from April 30 to October 31.
|
| (2 ) |
ALPS | Metis Global Micro Cap Value Fund commenced operations on December 24, 2015.
|
|
RiverFront Dynamic Allocation 100/0 Target
|
|
|
|
RiverFront Dynamic Allocation 80/20 Target
|
|
|
|
RiverFront Dynamic Equity Fund
|
|
|
|
RiverFront Dynamic Allocation 50/50 Target
|
|
|
|
RiverFront Dynamic Allocation 30/70 Target
|
|
|
|
ALPS | Kotak India Growth Fund
|
|
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
|
|
|
ALPS | Metis Global Micro Cap Fund
|
|
|
|
October 31,2017
|
October 31, 2016
|
|||
|
Total Sales Charge
|
Amount Retained
|
Total Sales Charge
|
Amount Retained
|
|
|
ALPS | Red Rocks Listed Private Equity Fund
*
|
|
|
$38,711
|
$6,131
|
|
ALPS | WMC Research Value Fund
*
|
|
|
$1,362
|
$207
|
|
Clough China Fund
*
|
|
|
$6,673
|
$982
|
|
ALPS|CoreCommodity Management CompleteCommodities Strategy Fund
*
|
|
|
$95,924
|
$15,622
|
|
RiverFront Dynamic Allocation 100/0 Target
*
|
|
|
$40,594
|
$6,844
|
|
RiverFront Dynamic Allocation 80/20 Target
*
|
|
|
$20,050
|
$2,819
|
|
RiverFront Dynamic Allocation 70/30 Target
*
|
|
|
$23,959
|
$3,833
|
|
RiverFront Dynamic Allocation 50/50 Target
*
|
|
|
$44,129
|
$7,048
|
|
RiverFront Dynamic Allocation 30/70 Target
*(1)
|
|
|
$5,786
|
$959
|
|
ALPS | Kotak India Growth Fund
*
|
|
|
$16,065
|
$2,852
|
|
ALPS | Alerian MLP Infrastructure Index Fund
*(2)
|
|
|
$77,110
|
$13,110
|
|
ALPS | Metis Global Micro Cap Value Fund
(
2
)
|
|
|
$15,270
|
$2,314
|
|
October 31, 2015
|
|
||
|
Total Sales Charge
|
Amount Retained
|
|
|
|
ALPS | Red Rocks Listed Private Equity Fund
*
|
$204,878
|
$30,853
|
|
|
ALPS | WMC Research Value Fund
*
|
$10,759
|
$1,804
|
|
|
Clough China Fund
*
|
$108,277
|
$17,181
|
|
|
ALPS|CoreCommodity Management CompleteCommodities Strategy Fund
*
|
$72,883
|
$12,672
|
|
|
RiverFront Dynamic Allocation 100/0 Target
*
|
$63,381
|
$10,335
|
|
|
RiverFront Dynamic Allocation 80/20 Target
*
|
$33,286
|
$5,402
|
|
|
RiverFront Dynamic Allocation 70/30 Target
*
|
$95,385
|
$17,440
|
|
|
RiverFront Dynamic Allocation 50/50 Target
*
|
$66,770
|
$11,659
|
|
|
RiverFront Dynamic Allocation 30/70 Target
* (1)
|
$21,046
|
$3,514
|
|
|
ALPS | Kotak India Growth Fund
*
|
$58,283
|
$8,667
|
|
|
ALPS | Alerian MLP Infrastructure Index Fund
* (2)
|
$76,681
|
$11,687
|
|
|
ALPS | Metis Global Micro Cap Value Fund
(
2
)
|
N/A
|
N/A
|
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
| (2 ) |
ALPS | Metis Global Micro Cap Value Fund commenced operations on December 24, 2015.
|
|
ALPS | Red Rocks Listed Private Equity Fund
|
RiverFront Dynamic Allocation 100/0 Target
|
|
ALPS | WMC Research Value Fund
|
RiverFront Dynamic Allocation 80/20 Target
|
|
Clough China Fund
|
RiverFront Dynamic Allocation 70/30 Target
|
|
ALPS | CoreCommodity Management CompleteCommodities Strategy Fund
|
RiverFront Dynamic Allocation 50/50 Target
|
|
ALPS | Kotak India Growth Fund
|
RiveFront Dynamic Allocation 30/70 Target
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
ALPS | Metis Global Micro Cap Value Fund
|
| • |
Redemptions due to small balance maintenance fees;
|
| • |
Redemptions related to death or due to a divorce decree;
|
| • |
Certain types of IRA account transactions, including: redemptions pursuant to systematic withdrawal programs, required minimum distributions, withdrawals due to disability or death, return of excess contribution amounts and redemptions related to payment of custodian fees; and
|
| • |
Certain types of employer-sponsored and 403(b) retirement plan transactions, including: loans or hardship withdrawals, minimum required distributions, redemptions pursuant to systematic withdrawal programs, forfeiture of assets, return of excess contribution amounts, redemptions related to payment of plan fees and redemptions related to death, disability or qualified domestic relations order.
|
| • |
Redemptions following the death or permanent disability (as defined by Section 72(m)(7) of the Code) of a shareholder if made within one year of death or the initial determination of permanent disability. The waiver is available only for shares held at the time of death or initial determination of permanent disability: and
|
| • |
Required minimum distributions from a tax-deferred retirement plan or an individual retirement account (IRA) as required under the Code. The waiver of the CDSC for required distributions will be as a percentage of assets held in the Fund.
|
|
Amounts Expensed Under the 12b-1 Plan
[
to be updated
]
|
|||||
|
For the Fiscal Year Ended October 31, 2017
|
|||||
|
Advertising and Literature
|
Printing and Postage
|
Payment to Dealers
|
Compensation to Sales Personnel
|
Total 12b-1 Payments
|
|
|
ALPS | Red Rocks Listed Private Equity Fund
|
|||||
|
Investor Class Shares
|
-
|
-
|
$365,121
|
-
|
$365,121
|
|
Class C Shares
|
-
|
-
|
$118,447
|
-
|
$118,447
|
|
Class R Shares
|
-
|
-
|
$15,198
|
-
|
$15,198
|
|
ALPS | WMC Research Value Fund
|
|||||
|
Investor Class Shares
|
-
|
-
|
$125,978
|
-
|
$125,978
|
|
Class C Shares
|
-
|
-
|
$4,179
|
-
|
$4,179
|
|
Clough China Fund
|
|||||
|
Investor Class Shares
|
-
|
-
|
$49,845
|
-
|
$49,845
|
|
Class C Shares
|
-
|
-
|
$64,826
|
-
|
$64,826
|
|
ALPS | CoreCommodity Management CompleteCommodities® Strategy Fund
|
|||||
|
Investor Class Shares
|
-
|
-
|
$67,437
|
-
|
$67,437
|
|
Class C Shares
|
-
|
-
|
$56,601
|
-
|
$56,601
|
|
RiverFront Dynamic Allocation 100/0 Target
|
|||||
|
Investor Class Shares
|
-
|
-
|
$37,317
|
-
|
$37,317
|
|
Class C Shares
|
-
|
-
|
$92,377
|
-
|
$92,377
|
|
Investor Class II Shares
|
-
|
-
|
$14,465
|
-
|
$14,465
|
|
RiverFront Dynamic Allocation 80/20 Target
|
|||||
|
Investor Class Shares
|
-
|
-
|
$18,055
|
-
|
$18,055
|
|
Class C Shares
|
-
|
-
|
$119,920
|
-
|
$119,920
|
|
Name,
Address*
& Year of Birth
|
Position(s)
Held with
Fund
|
Term of
Office** and
Length of
Time
Served
|
Principal
Occupation(s) During
Past 5 Years***
|
Number of
Funds in
Fund
Complex
Overseen
by Trustee
****
|
Other
Directorships
Held by
Trustee During Past 5
Years***
|
|
Mary K. Anstine
,
1940
|
Trustee and Chairman
|
Ms. Anstine was elected at a special meeting of shareholders held on March 21, 1997 and re-elected at a special meeting of shareholders held on August 7, 2009. Ms. Anstine was appointed Chairman of the Board at the June 6, 2017 meeting of the Board of Trustees.
|
Ms. Anstine was formerly an Executive Vice President of First Interstate Bank of Denver until 1994, President/Chief Executive Officer of HealthONE Alliance, Denver, Colorado, from 1994 to 2004, and has been retired since 2004. Ms. Anstine is also Trustee/Director of AV Hunter Trust and Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank of Colorado (later purchased and now known as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America, and a member of the American Bankers Association Trust Executive Committee.
|
34
|
Ms. Anstine is a Trustee of ALPS ETF Trust (20 funds); ALPS Variable Investment Trust (9 funds); Reaves Utility Income Fund (1 fund); and Westcore Trust (14 funds).
|
|
Name,
Address*
& Year of Birth
|
Position(s)
Held with
Fund
|
Term of
Office** and
Length of
Time
Served
|
Principal
Occupation(s) During
Past 5 Years***
|
Number of Funds in Fund Complex Overseen by Trustee ****
|
Other
Directorships
Held by
Trustee During
Past 5 Years*** |
|
Jeremy W. Deems
,
1976
|
Trustee
|
Mr. Deems was appointed as a Trustee at the March 11, 2008 meeting of the Board of Trustees and elected at a special meeting of shareholders held on August 7, 2009.
|
Mr. Deems is the Co-Founder, Chief Operations Officer and Chief Financial Officer of Green Alpha Advisors, LLC, a registered investment advisor, and Co-Portfolio Manager of the Shelton Green Alpha Fund. Prior to joining Green Alpha Advisors, Mr. Deems was CFO and Treasurer of Forward Management, LLC, ReFlow Management Co., LLC, ReFlow Fund, LLC, a private investment fund, and Sutton Place Management, LLC, an administrative services company, from 1998 to June 2007. From 2004 to 2005, Mr Deems also served as Treasurer of the Forward Funds and the Sierra Club Funds.
|
34
|
Mr. Deems is a Trustee of ALPS ETF Trust (20 funds); ALPS Variable Investment Trust (9 funds); Clough Funds Trust (1 fund); Elevation ETF Trust (1 fund); and Reaves Utility Income Fund (1 fund).
|
|
Jerry G. Rutledge,
1944
|
Trustee
|
Mr. Rutledge was elected at a special meeting of shareholders held on August 7, 2009.
|
Mr. Rutledge is the President and owner of Rutledge’s Inc., a retail clothing business. Mr. Rutledge is currently Director of the American National Bank. He was from 1994 to 2007 a Regent of the University of Colorado.
|
34
|
Mr. Rutledge is a Trustee of Clough Global Dividend and Income Fund (1 fund), Clough Global Equity Fund (1 fund) and Clough Global Opportunities Fund (1 fund).
|
|
Michael “Ross” Shell
,
1970
|
Trustee
|
Mr. Shell was elected at a special meeting of shareholders held on August 7, 2009.
|
Mr. Shell is Founder and CEO of Red Idea, LLC, a strategic consulting/early stage venture firm (since June 2008). From 1999 to 2009, he was a part-owner and Director of Tesser, Inc., a brand agency. From December 2005 to May 2008, he was Director, Marketing and Investor Relations, of Woodbourne, a REIT/real estate hedge fund and private equity firm. Prior to this, from May 2004 to November 2005, he worked as a business strategy consultant; from June 2003 to April 2004, he was on the Global Client Services team of IDEO, a product design/innovation firm; and from 1999 to 2003, he was President of Tesser, Inc. Mr. Shell graduated with honors from Stanford University with a degree in Political Science.
|
34
|
None.
|
|
Name,
Address* &
Year of Birth
|
Position(s)
Held with
Fund
|
Term of Office**
and Length of
Time Served
|
Principal
Occupation(s)
During Past 5
Years***
|
Number of
Funds in
Fund
Complex
Overseen by
Trustee ****
|
Other
Directorships
Held by
Trustee During
Past 5 Years*** |
|
Edmund J. Burke
,
1961
|
Trustee and President
|
Mr. Burke was elected as Trustee at a special meeting of shareholders held on August 7, 2009. Mr. Burke was elected President of the Trust at the December 17, 2002 meeting of the Board of Trustees.
|
Mr. Burke is President and a Director of ALPS Holdings, Inc. (“AHI”) (since 2005) and Director of Boston Financial Data Services, Inc. (“BFDS”), ALPS Advisors, Inc. (“AAI”), ALPS Distributors, Inc. (“ADI”), ALPS Fund Services, Inc. (“AFS”) and ALPS Portfolio Solutions Distributor, Inc. (“APSD”) and from 2001-2008, was President of AAI, ADI, AFS and APSD. Because of his positions with AHI, BFDS, AAI, ADI, AFS and APSD, Mr. Burke is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Burke is Trustee and President of the Clough Dynamic Allocation 80/20 Target (Trustee since 2006; President since 2004); Trustee and President of the Clough Global Equity Fund (Trustee since 2006; President since 2005); Trustee and President of the Clough Global Opportunities Fund (since 2006); Trustee of the Liberty All-Star Equity Fund; and Director of the Liberty All-Star Growth Fund, Inc.
|
34
|
Mr. Burke is a Trustee of Clough Global Dividend and Income Fund (1 fund); Clough Global Equity Fund (1 fund); Clough Global Opportunities Fund (1 fund); Clough Funds Trust (1 fund); Liberty All-Star Equity Fund (1 fund); and Director of the Liberty All-Star Growth Fund, Inc. (1 fund).
|
|
Name, Address* &
Year of Birth
|
Position(s)
Held with
Fund
|
Term of
Office** and
Length of
Time Served
|
Principal Occupation(s)
During Past 5 Years*** |
|
Kimberly R. Storms
,
1972
|
Treasurer
|
Ms. Storms was elected Treasurer of the Trust at the March 12, 2013 meeting of the Board of Trustees.
|
Ms. Storms is Senior Vice President - Director of Fund Administration of ALPS. Because of her position with ALPS, Ms. Storms is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Storms is also Treasurer of Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc., ALPS Series Trust and Elevation ETF Trust. Ms. Storms also serves as a Board member and Treasurer of The Center for Trauma & Resilience, a nonprofit agency.
|
|
Name, Address* &
Year of Birth
|
Position(s)
Held with
Fund
|
Term of
Office** and
Length of
Time Served
|
Principal Occupation(s)
During Past 5 Years*** |
|
Karen S. Gilomen
,
1970
|
Secretary
|
Ms. Gilomen was elected Secretary of the Trust at the December 13, 2016 meeting of the Board of Trustees.
|
Ms. Gilomen joined ALPS in August 2016 as Vice President and Senior Counsel. Prior to joining ALPS, Ms. Gilomen was Vice President - General Counsel & CCO of Monticello Associates, Inc. from 2010 to 2016. Because of her position with ALPS, Ms. Gilomen is deemed an affiliate of the Trust, as defined under the 1940 Act. Ms. Gilomen is also the Secretary of Clough Funds Trust, Clough Global Dividend and Income Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, Reaves Utility Income Fund, and the Assistant Secretary of the WesMark Funds.
|
|
Ted Uhl
,
1974
|
Chief Compliance Officer (“CCO”)
|
Mr. Uhl was appointed CCO of the Trust at the June 8, 2010 meeting of the Board of Trustees.
|
Mr. Uhl joined ALPS in October 2006, and is currently Deputy Compliance Officer of ALPS. Prior to his current role, Mr. Uhl served as Senior Risk Manager for ALPS from October 2006 until June 2010. Before joining ALPS, Mr. Uhl served a Sr. Analyst with Enenbach and Associates (RIA), and a Sr. Financial Analyst at Sprint. Because of his position with ALPS, Mr. Uhl is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Uhl is also CCO of the Boulder Growth & Income Fund, Inc., Centre Funds, Elevation ETF Trust, Index Funds, Reality Shares ETF Trust and Reaves Utility Income Fund.
|
|
Jennell Panella
,
1974
|
Assistant Treasurer
|
Ms. Panella was elected Assistant Treasurer of the Trust at the September 15, 2015 meeting of the Board of Trustees
|
Ms. Panella joined ALPS in June 2012 and is currently Fund Controller of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Panella served as Financial Reporting Manager for Parker Global Strategies, LLC (2009-2012). Because of her position with ALPS, Ms. Panella is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Panella also serves as Assistant Treasurer of James Advantage Funds.
|
|
Alan Gattis,
1980
|
Assistant Treasurer
|
Mr. Gattis was elected Assistant Treasurer of the Trust at the September 13, 2016 meeting of the Board of Trustees
|
Mr. Gattis joined ALPS in 2011 and is currently Vice President and Fund Controller of ALPS. Prior to joining ALPS, Mr. Gattis was an Auditor at Spicer Jeffries LLP (2009 through 2011) and an Auditor at PricewaterhouseCoopers LLP (2004 - 2009). Because of his position with ALPS, Mr. Gattis is deemed an affiliate of the Trust as defined under the 1940 Act. Mr. Gattis is also Assistant Treasurer of ALPS Series Trust, Clough Funds Trust, Clough Global Opportunities Fund, Clough Global Dividend and Income Fund, Clough Global Equity and Griffin Institutional Access Real Estate Fund..
|
|
Sharon Akselrod
,
1974
|
Assistant Secretary
|
Ms. Akselrod was elected Assistant Secretary of the Trust at the September 15, 2015 meeting of the Board of Trustees.
|
Ms. Akselrod joined ALPS in August 2014 and is currently Senior Investment Company Act Paralegal of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Akselrod served as Corporate Governance and Regulatory Associate for Nordstrom fsb (2013-2014) and Senior Legal Assistant – Legal Manager for AXA Equitable Life Insurance Company (2008-2013). Because of her position with ALPS, Ms. Akselrod is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Akselrod is also Assistant Secretary of ALPS ETF Trust.
|
|
Jennifer Craig
1973
|
Assistant Secretary
|
Ms. Craig was elected Assistant Secretary of the Trust at the June 8, 2016 meeting of the Board of Trustees.
|
Ms. Craig joined ALPS in 2007 and is currently Assistant Vice President and Paralegal Manager of ALPS. Prior to joining ALPS, Ms. Craig was Legal Manager at Janus Capital Management LLC and served as Assistant Secretary of Janus Investment Fund, Janus Adviser Series and Janus Aspen Series. Because of her position with ALPS, Ms. Craig is deemed an affiliate of the Trust as defined under the 1940 Act. Ms. Craig is also Assistant Secretary of Clough Global Dividend and Income Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, Clough Funds Trust and ALPS Series Trust.
|
|
Sareena Khwaja-Dixon,
1980
|
Assistant Secretary
|
Ms. Khwaja-Dixon was elected Assistant Secretary of the Trust at the December 12, 2017 meeting of the Board of Trustees.
|
Ms. Khwaja-Dixon joined ALPS in August 2015 and is currently Senior Counsel and Vice President of ALPS Fund Services, Inc. Prior to joining ALPS, Ms. Khwaja-Dixon served as a Senior Paralegal/Paralegal for Russell Investments (2011 – 2015). Ms. Khwaja-Dixon is also Secretary of Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc., and Assistant Secretary of Clough Funds Trust,
Clough Dividend and Income Fund, Clough Global Opportunities Fund and Clough Global Equity Fund.
|
|
*
|
All
communications to Trustees and Officers may be directed to Financial Investors Trust c/o 1290 Broadway, Suite 1100, Denver, CO 80203.
|
|
**
|
This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustees successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
|
|
***
|
Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
|
|
****
|
The Fund Complex includes all series of the Trust, currently 34, and any other investment companies for which any Trustee serves as trustee for and for which ALPS Advisors, Red Rocks, Wellington Management, Clough Capital, RiverFront, Kotak, or Metis provides investment advisory services (currently 34 funds, 1 fund, 0 funds, 4 funds, 5 funds, 0 funds, and 0 funds, respectively).
|
|
Interested Trustee
|
Dollar Range of Equity Securities in the Funds
|
Aggregate Dollar Range of Equity Securities in All Registered Investment
Companies Overseen by Trustee in Family of Investment Companies
|
|
Edmund J. Burke
|
None
|
None
|
| * |
Mr. Moran resigned his position as Independent Trustee effective September 14, 2016.
|
|
Aggregate Compensation
From the Trust
|
Pension Or Retirement Benefits Accrued As Part of Fund Expenses
|
Estimated Annual Benefits Upon Retirement
|
Aggregate Compensation From The Trust And Fund Complex Paid To Trustees*
|
|
|
Mary K. Anstine
|
$55,000
|
$0
|
$0
|
$130,250
|
|
Jeremy W. Deems
|
$55,000
|
$0
|
$0
|
$170,750
|
|
John R. Moran, Jr.**
|
$55,000
|
$0
|
$0
|
$55,000
|
|
Jerry G. Rutledge
|
$54,000
|
$0
|
$0
|
$140,500
|
|
Michael “Ross” Shell
|
$55,000
|
$0
|
$0
|
$55,000
|
| * |
The Fund Complex includes all series of the Trust, currently 34, and any other investment companies for which any Trustee serves as trustee for and for which ALPS Advisors, Red Rocks, Wellington Management, Clough Capital, CoreCommodity Management, RiverFront, Kotak or Metis Global Partners, LLC provides investment advisory services (currently 49 funds, 0 funds, 0 funds, 4 funds, 0 funds, 1 funds, 0 funds, 0 funds, 0 funds, 0 funds, 0 funds and 0 funds, respectively).
|
| *** |
Mr. Moran resigned his position as Independent Trustee effective September 14, 2016.
|
|
For the Fiscal Year
Ended October 31,
2017
|
For the Fiscal Year
Ended October 31,
2016
|
For the Fiscal Period
Ended October 31,
2015
|
|
|
Gross Advisory Fees
|
|
|
$205,873
|
|
Waiver of Advisory Fees
|
|
|
($156,502)
|
|
Reimbursement of other Expenses
|
|
|
$0
|
|
Net Advisory Fees
|
|
|
$49,371
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year Ended October 31,
2017
|
For the
Fiscal Year Ended October 31,
2016
|
For the
Fiscal Period Ended October 31,
2015
|
|
|
Gross Advisory Fees
|
|
$3,357,874
|
$4,215,806
|
|
Waiver of Advisory Fees
|
|
$0
|
$0
|
|
Recoupment of other Expenses
|
|
$0
|
$72,891
|
|
Net Advisory Fees
|
|
$3,357,874
|
$4,288,697
|
|
For the
Fiscal Year
Ended
October 31,
2017
|
For the
Fiscal Year
Ended
October 31,
2016
|
For the
Fiscal Period
Ended
October 31,
2015
|
|
|
Gross Sub-Advisory Fees
|
$2,238,894
|
$2,238,894
|
$2,933,444
|
|
Waiver of Sub-Advisory Fees
|
$0
|
$0
|
$0
|
|
Recoupment
|
$0
|
$0
|
$48,594
|
|
Net Sub-Advisory Fees
|
$2,238,894
|
$2,238,894
|
$2,982,038
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year
Ended
October 31,
2017
|
For the
Fiscal Year
Ended
October 31,
2016
|
For the
Fiscal Period
Ended
October 31,
2015
|
|
|
Gross Advisory Fees
|
|
$874,684
|
$972,834
|
|
Waiver of Advisory Fees
|
|
($347,710)
|
($90,911)
|
|
Reimbursement of other Expenses
|
|
$0
|
$0
|
|
Net Advisory Fees
|
|
$526,974
|
$881,923
|
|
For the
Fiscal Year
Ended
October 31,
2017
|
For the
Fiscal Year
Ended
October 31,
2016
|
For the
Fiscal Period Ended October 31, 2015 |
|
|
Gross Sub-Advisory Fees
|
|
$368,492
|
$409,614
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year
Ended
October 31,
2017
|
For the
Fiscal Year
Ended
October 31,
2016
|
For the
Fiscal Period
Ended
October 31,
2015
|
|
|
Gross Advisory Fees
|
|
$822,956
|
$1,201,044
|
|
Waiver of Advisory Fees
|
|
($66,789)
|
($49,745)
|
|
Reimbursement of other Expenses
|
|
$0
|
$0
|
|
Net Advisory Fees
|
|
$756,167
|
$1,151,299
|
|
For the
Fiscal Year
Ended
October 31,
2017
|
For the
Fiscal Year
Ended
October 31,
2016
|
For the
Fiscal Period
October 31,
2015
|
|
|
Gross Sub-Advisory Fees
|
|
$549,785
|
$800,696
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
|
Gross Advisory Fees
|
|
$3,467,865
|
$3,575,556
|
|
Waiver of Advisory Fees
|
|
$0
|
($94,767)
|
|
Reimbursement of other Expenses
|
|
$10,272
|
$0
|
|
Net Advisory Fees
|
|
$3,478,137
|
$3,480,789
|
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
|
Gross Sub-Advisory Fees
|
|
$3,073,813
|
$3,154,905
|
|
Waiver of Sub-Advisory Fees
|
|
$0
|
($94,767)
|
|
Recoupment
|
|
$10,272
|
$0
|
|
Net Sub-Advisory Fees
|
|
$3,084,085
|
$3,060,138
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Period Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
|
RiverFront Dynamic Allocation 100/0 Target
|
|||
|
Gross Advisory Fees
|
|
$593,010
|
$669,233
|
|
Waiver of Advisory Fees
|
|
($177,182)
|
($183,773)
|
|
Reimbursement of other Expenses
|
|
$0
|
$0
|
|
Net Advisory Fees
|
|
$415,828
|
$485,460
|
|
RiverFront Dynamic Allocation 80/20 Target
|
|||
|
Gross Advisory Fees
|
|
$343,164
|
$337,579
|
|
Waiver of Advisory Fees
|
|
($122,159)
|
($112,095)
|
|
Reimbursement of other Expenses
|
|
$0
|
$0
|
|
Net Advisory Fees
|
|
$221,005
|
$225,484
|
|
RiverFront Dynamic Allocation 70/30 Target
|
|||
|
Gross Advisory Fees
|
|
$698,230
|
$617,344
|
|
Waiver of Advisory Fees
|
|
($166,760)
|
($145,248)
|
|
Reimbursement of other Expenses
|
|
$0
|
$0
|
|
Net Advisory Fees
|
|
$531,470
|
$472,096
|
|
RiverFront Dynamic Allocation 50/50 Target
|
|||
|
Gross Advisory Fees
|
|
$1,188,566
|
$1,196,494
|
|
Waiver of Advisory Fees
|
|
($218,126)
|
($209,770)
|
|
Reimbursement of other Expenses
|
|
$0
|
$0
|
|
Net Advisory Fees
|
|
$970,440
|
$986,724
|
|
RiverFront Dynamic Allocation 30/70 Target
|
|||
|
Gross Advisory Fees
|
|
$117,332
|
$74,304
|
|
Waiver of Advisory Fees
|
|
($97,040)
|
($74,304)
|
|
Reimbursement of other Expenses
|
|
$0
|
($4,998)
|
|
Net Advisory Fees
|
|
$20,292
|
$0
|
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
|
RiverFront Dynamic Allocation 100/0 Target
|
|
$291,345
|
$361,519
|
|
RiverFront Dynamic Allocation 80/20 Target
|
|
$156,857
|
$171,473
|
|
RiverFront Dynamic Allocation 70/30 Target
|
|
$368,352
|
$342,579
|
|
RiverFront Dynamic Allocation 50/50 Target
|
|
$666,328
|
$698,238
|
|
RiverFront Dynamic Allocation 30/70 Target
|
|
$20,514
|
$0
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period Ended October 31, 2015 |
|
|
ALPS | Kotak India Growth Fund
|
|||
|
Gross Advisory Fees
|
|
$188,475
|
$228,768
|
|
Waiver of Advisory Fees
|
|
($188,475)
|
($228,768)
|
|
Reimbursement of other Expenses
|
|
($103,348)
|
($48,800)
|
|
Net Advisory Fees
|
|
$0
|
$0
|
|
For the
Fiscal Year Ended October 31, 2017 |
For the
Fiscal Year
Ended
October 31, 2016 |
For the
Fiscal Period
Ended
October 31, 2015 |
|
|
ALPS | Kotak India Growth Fund
|
|||
|
Gross Sub-Advisory Fees
|
|
$173,594
|
$210,467
|
|
Waiver of Sub-Advisory Fees
|
|
($173,594)
|
($210,467)
|
|
Reimbursement of other Expenses
|
|
($103,157)
|
($48,800)
|
|
Net Sub-Advisory Fees
|
|
$0
|
$0
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
For the
Fiscal Year
Ended
October 31, 2017 |
For the
Fiscal Year
Ended
October 31, 2016 (1) |
|
|
Gross Advisory Fees
|
$129,187
|
|
|
Waiver of Advisory Fees
|
($129,187)
|
|
|
Reimbursement of other Expenses
|
($47,552)
|
|
|
Net Advisory Fees
|
$0
|
|
For the
Fiscal Year
Ended
October 31, 2017 |
For the
Fiscal Year
Ended
October 31, 2016 (1) |
|
|
Gross Sub-Advisory Fees
|
$103,518
|
|
|
Waiver of Sub-Advisory Fees
|
($103,518)
|
|
|
Reimbursement of other Expenses
|
$0
|
|
|
Net Sub-Advisory Fees
|
$0
|
| (1) |
The ALPS │ Metis Global Micro Cap Value Fund commenced operations on December 24, 2015.
|
|
For the
Fiscal Year
Ended
October 31, 2017 |
For the
Fiscal Year Ended October 31, 2016 |
For the
Fiscal Period
Ended
October 31, 2015 |
|
|
ALPS | Red Rocks Listed Private Equity Fund
|
|
$635,570
|
$706,814
|
|
ALPS | WMC Research Value Fund
|
|
$165,837
|
$182,194
|
|
Clough China Fund
|
|
$109,902
|
$153,878
|
|
ALPS|CoreCommodity Management CompleteCommodities Strategy Fund
|
|
$555,629
|
$594,067
|
|
RiverFront Dynamic Allocation 100/0 Target
|
|
$77,166
|
$87,437
|
|
RiverFront Dynamic Allocation 80/20 Target
|
|
$46,962
|
$46,059
|
|
RiverFront Dynamic Allocation 70/30 Target
|
|
$91,757
|
$81,565
|
|
RiverFront Dynamic Allocation 50/50 Target
|
|
$153,326
|
$154,073
|
|
RiverFront Dynamic Allocation 30/70 Target
*
|
|
$16,877
|
$11,258
|
|
ALPS | Kotak India Growth Fund
|
|
$141,611
|
$145,440
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
|
$36,771
|
$31,931
|
|
ALPS | Metis Global Micro Cap Value Fund
(
1
)
|
|
$54,265
|
N/A
|
| * |
Effective May 1, 2014, the Board of Directors of the Trust approved a change of fiscal year end for the funds from April 30 to October 31.
|
|
|
| (1 ) |
The ALPS | Metis Global Micro Cap Value Fund Fund commenced operations on December 24, 2015.
|
|
Portfolio Manager(s)
|
Registered Investment Companies
|
Other Pooled Investment Vehicles
|
Other Accounts
|
|||
|
Number
|
Total Assets
(in millions) |
Number
|
Total Assets
(in millions) |
Number
|
Total Assets
(in millions) |
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
||||||
|
Michael Akins
(Portfolio Manager)
|
|
|
|
|
|
|
|
Ryan Mischker
(Portfolio Manager)
|
|
|
|
|
|
|
|
Andrew Hicks
(Portfolio Manager)
|
|
|
|
|
|
|
|
ALPS | Red Rocks Listed Private Equity Fund*
|
||||||
|
Kirk McCown(Co-Portfolio Manager)
|
|
|
|
|
|
|
|
Andrew Drummond(Co-Portfolio Manager)
|
|
|
|
|
|
|
|
Wyck Brown
(Co-Portfolio Manager)
|
||||||
|
ALPS | WMC Research Value Fund
|
||||||
|
Cheryl M. Duckworth
(Portfolio Manager)
|
|
|
|
|
|
|
|
Mark D. Mandel
(Portfolio Manager)
|
|
|
|
|
|
|
|
Clough China Fund
|
||||||
|
Charles I. Clough, Jr.**
(Co-Portfolio Manager)
|
||||||
|
Brian Chen**
(Co-Portfolio Manager)
|
|
|
|
|
|
|
|
Anupam Bose**
(Co-Portfolio Manager)
|
||||||
|
ALPS|CoreCommodity Management CompleteCommodities Strategy Fund
|
||||||
|
Robert B. Hyman
(Portfolio Manager)
|
|
|
|
|
|
|
|
RiverFront Funds
|
||||||
|
Michael Jones, CFA
(Portfolio Manager)
|
||||||
|
Adam Grossman, CFA
(Portfolio Manager) ***
|
||||||
|
Doug Sandler, CFA
(Portfolio Manager)***
|
||||||
|
Tim Anderson, CFA
(Portfolio Manager) ***
|
||||||
|
Kevin Nicholson, CFA
(Portfolio Manager) |
||||||
|
Deva Meenakshisundaram, FRM
(Portfolio Manager) *** |
||||||
|
Bill Ryder, CFA, CMT
(Portfolio Manager) *** |
||||||
|
ALPS | Kotak India Growth Fund
|
||||||
|
Nitin Jain
(Portfolio Manager)
|
||||||
|
ALPS | Metis Global
Micro Cap Value Fund |
||||||
|
Machel Allen, CFA
|
| * |
Red Rocks Capital LLC is the constructor and manager of
Listed Private Equity Index.
** Of the accounts listed above which are managed by Cheryl M. Duckworth, Ms. Duckworth also manages one performance based account with assets totaling $76.7 million.
|
|
**
|
Information is as of November 1, 2017. Brian Chen has been a co-portfolio manager of the Clough China Fund since August 2016. Charles I. Clough, Jr. and Anupam Bose have been co-portfolio managers of the Clough China Fund since November 2017.
|
| *** |
Adam Grossman, Doug Sandler and Tim Anderson are no longer portfolio managers of the RiverFront Funds as of the date of this SAI. Deva Meenakshisundaram and Bill Ryder have been co-portfolio managers of the RiverFront Funds since February 2018.
|
| • |
direct the best investment ideas or give favorable allocation to those accounts that pay performance-based fees;
|
| • |
use trades by an account that does not pay performance-based fees to benefit those accounts that do pay performance-based fees, such as where a private fund sells short before a sale by an SMA that does not pay incentive fees, or a private fund sells a security only after a SMA that does not pay incentive fees has made a large purchase of the security; and
|
| • |
benefit those accounts paying a performance-based fee over those clients that do not pay performance-based fees and which have a different and potentially conflicting investment strategy.
|
| • |
Base salary.
Each portfolio manager is paid a fixed base salary. In setting the base salary, the Sub-Adviser’s intention is to be competitive in marketplace in light of the particular portfolio manager’s experience, skills, competencies and responsibilities. The level of fixed pay should be sufficient enough in order to discourage inappropriate risk-taking.
|
|
Portfolio Manager(s)
|
Dollar Range of Ownership of Securities
|
|
ALPS | Alerian MLP Infrastructure Index Fund
|
|
|
Michael Akins
|
|
|
Ryan Mishcker
|
|
|
Andrew Hicks
|
|
|
ALPS | Red Rocks Listed Private Equity Fund
|
|
|
Kirk McCown**
|
|
|
Andrew Drummond**
|
|
|
Wyck Brown**
|
|
|
ALPS | WMC Research Value Fund
|
|
|
Cheryl D. Duckworth
|
|
|
Mark D. Mandel
|
|
|
*
|
Adam Grossman, Doug Sandler and Tim Anderson are no longer portfolio managers of the RiverFront Funds as of the date of this SAI.
|
|
**
|
Information for Kirk McCown, Andrew Drummond and Wyck Brown is as of March 31, 2017.
|
|
***
|
Information for Brian Chen, Charles I. Clough, Jr. and Anupam Bose is as of November 1, 2017.
|
| (i) |
For Investments made up to 31 March 2017
|
| (ii) |
For Investments made on or after 1 April 2017 and transferred / sold on or prior to 31 March 2019 (“Transition Period”)
|
| (iii) |
For Investments made on or after 1 April 2017 and transferred / sold on or after 1 April 2019
|
| • |
Long-term capital gains arising from the sale of listed equity shares and units of “equity oriented” funds executed on a recognized stock exchange in India are tax exempt provided that the applicable securities transaction tax (“
STT
”) has been paid. STT is payable on certain on-market transactions (sale and purchase) ranging from 0.001% to 0.2% on the value of the transaction. In the Finance Bill, 2017, it is proposed that the exemption of long-term capital gains shall be available only if the STT has also been paid at the time of acquisition of securities sought to be transferred except when securities are acquired in an IPO, FPO, bonus or rights issue. Once enforced, this amendment will be effective from financial year 2017-18 onwards.
|
| • |
Short-term capital gains arising from the sale of listed equity shares and units of “equity oriented” funds executed on a recognized stock exchange in India provided that the applicable STT has been paid is 15%.
|
| • |
Long-term capital gains from the sale of Indian securities not executed on a recognized stock exchange in India, and other unlisted securities will be taxable at the rate of 10% in India. Short-term capital gains from sale of Indian securities not executed on a recognized stock exchange in India and other unlisted securities will be taxed at the rate of 30% in India.
|
| • |
Exceeds INR 100 million; and
|
| • |
Represents at least 50% of the value of all the assets owned by the foreign company.
|
| 1. |
creates rights, or obligations, which are not ordinarily created between persons dealing at arm’s length;
|
| 2. |
results, directly or indirectly, in the misuse, or abuse, of the provisions of the Act;
|
| 3. |
lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or
|
| 4. |
is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide purposes.
|
| 1. |
the substance or effect of the arrangement as a whole, is inconsistent with, or differs significantly from, the form of its individual steps or a part; or
|
| 2. |
it involves or includes:
|
| a) |
round trip financing;
|
| b) |
an accommodating party;
|
| c) |
elements that have effect of offsetting or cancelling each other; or
|
| d) |
a transaction which is conducted through one or more persons and disguises the value, location, source, ownership or control of funds which is the subject matter of such transaction; or
|
| 3. |
it involves the location of an asset or of a transaction or of the place of residence of any party which is without any substantial commercial purpose other than obtaining a tax benefit for a party; or
|
| 4. |
it does not have a significant effect upon the business risks or net cash flows of any party to the arrangement apart from any effect attributable to the tax benefit that would be obtained.
|
| • |
arrangements where the aggregate tax benefit in a relevant year, to all the parties involved, does not exceed INR 30 million;
|
| • |
registered FPIs that do not take any benefit under the applicable tax treaty; and
|
| • |
any income or gains on transfer arising to a person from investments made prior to 1 April 2017.
|
| • |
Exceeds INR 100 million; and
|
| • |
Represents at least 50% of the value of all the assets owned by the foreign company.
|
| • |
failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation;
|
| • |
the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; or
|
| • |
the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
|
| 1. |
Policy Statement and Background
|
|
ALPS Advisors, Inc. (“AAI”) has adopted and implemented the following policies and procedures, which it believes are reasonably designed to: (1) ensure that proxies are voted in the best economic interest of clients and (2) address material conflicts of interest that may arise. AAI will provide clients with a copy of its policies and procedures, as they may be updated from time to time, upon request. Information regarding AAI’s proxy voting decisions is confidential. Therefore, the information may be shared on a need to know basis only, including within AAI. Advisory clients may obtain information on how their proxies were voted by AAI. However, AAI will not selectively disclose its investment company clients’ proxy voting records to third parties; the investment company clients’ proxy records will be disclosed to shareholders by publicly-available annual filings of each investment company’s proxy voting record for 12-month periods ending June 30
th
.
|
|
i.
|
Proxies will usually not be voted in cases where the security has been loaned from the Client’s account and subsequently, AAI determines that the type of proxy issue is not material to shareholders. AAI will utilize the below considerations to determine if a security then on loan should be recalled for voting purposes. Decisions will generally be made on a case-by-case basis depending on whether, in AAI’s judgment:
|
| • |
the matter to be voted on has critical significance to the potential value of the security in question;
|
| • |
the security represents a significant holding and whether the security is considered a long-term holding; and
|
| • |
AAI believes it can recall the security in time to cast the vote.
|
| ii. |
Proxies will usually not be voted in cases where AAI deems the costs to the Client and/or the administrative inconvenience of voting the security outweigh the benefit of doing so (e.g., international issuers which impose share blocking restrictions).
|
| 2. |
Procedures and Controls
|
| I. |
Proxy Committee
|
| II. |
Conflicts of Interest
|
|
III.
|
Proxy Voting Guidelines
|
| IV. |
Voting Procedures
|
| 1. |
AAI will use an independent, third-party vendor, to implement its proxy voting process as AAI’s proxy voting agent. This retention is subject to AAI continuously assessing the vendor’s independence from AAI and its affiliates, and the vendor’s ability to perform its responsibilities (and, especially, its responsibility to vote client proxies in accordance with AAI’s proxy voting guidelines) free of any actual, potential or apparent material conflicts of interests that may arise between the interests of the vendor, its affiliates, the vendor’s other clients and the owners, officers or employees of any such firm, on the one hand, and AAI’s clients, on the other hand. As means of performing this assessment, AAI will require various reports and notices from the vendor, as well as periodic audits of the vendor’s voting record and other due diligence.
|
| 2. |
ISS will provide proxy analysis and record keeping services in addition to voting proxies on behalf of AAI in accordance with this Policy.
|
| 3. |
On a daily basis, AAI or designee will send to ISS a holdings file detailing each equity holding held in all accounts over which AAI has voting authority.
|
| 4. |
AAI will complete a Vote Authorization Registration with ISS for any new client which will describe how ballots will be executed on behalf of the client. In addition, AAI will complete and provide the client’s custodian bank with a Letter of Authorization. The letter will serve as notice that AAI has retained ISS to act as the voting agent for the securities held in the client’s account and will instruct the custodian bank to forward all ballots, meeting notices, and other proxy materials to ISS.
|
| 5. |
ISS will receive proxy material information from Proxy Edge or the custodian bank for the account. This will include issues to be voted upon, together with a breakdown of holdings for AAI accounts. ISS will then reconcile information it receives from Proxy Edge and custodian banks. Any discrepancies will be promptly noted and resolved by ISS, with notice to AAI.
|
| 6. |
Whenever a vote is solicited, ISS will execute the vote according to AAI’s Voting Guidelines which will be delivered by AAI to ISS as set forth in Appendix A and anytime there is a material change to these guidelines.
|
| o |
If ISS is unsure how to vote a particular proxy, ISS will issue a request for voting instructions to AAI over a secure website. AAI personnel will check this website regularly. The request will be accompanied by a recommended vote. The recommended vote will be based upon ISS’ understanding of the Voting Guidelines previously delivered to ISS. AAI will promptly provide ISS with any amendments or modifications to the Voting Guidelines if necessary. AAI will return a final instruction to vote to ISS, which ISS will record with Proxy Edge or the custodian bank as our agent.
|
| 7. |
Each time that ISS sends AAI a request to vote, the request will be accompanied by the recommended vote determined in accordance with AAI’s Voting Guidelines. ISS will vote as indicated in the request unless the client has reserved discretion, the Proxy Committee determines that the best interest of clients requires another vote, or the proposal is a matter as to which the Proxy Committee affords special, individual consideration under Section III.B. In such situations, ISS will vote based on the direction of the client or the Proxy Committee, as the case may be. The interests of AAI’s Taft Hartley or Socially Responsible clients may impact a proposal that normally should be voted in a certain way. ISS will inform AAI of all proposals having impact on its Taft Hartley and or Socially Responsible clients. The Proxy Voting Committee will be consulted before a vote is placed in cases where Taft Hartley or Socially Responsible issues are presented.
|
| 8. |
ISS will have procedures in place to ensure that a vote is cast on every security holding maintained by AAI on which a vote is solicited unless otherwise directed by the Proxy Committee. On a yearly basis, or as required by our clients AAI will receive a report from ISS detailing AAI’s voting for the previous period.
|
| V. |
Securities Lending
|
| VI. |
Supervision
|
|
VII.
|
Escalation
|
|
VIII.
|
Monitoring
|
| IX. |
Availability of Proxy Voting Policy and Voting Record
|
| • |
The name of the issuer of the security;
|
| • |
The exchange ticker symbol of the portfolio security (is symbol is available through reasonably practicable means);
|
| • |
The Council on Uniform Securities Identification Procedures number for the portfolio security (if number is available through reasonably practicable means);
|
| • |
The shareholder meeting date;
|
| • |
A brief identification of the matter voted on;
|
| • |
Whether the matter was proposed by the issuer or by a security holder;
|
| • |
Whether the company cast its vote on the matter;
|
| • |
How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding the election of directors); and
|
| • |
Whether the company cast its vote for or against management.
|
| X. |
Other Record Keeping Requirements
|
| • |
Proxy Committee Meeting Minutes and Other Materials (routine oversight matters are discussed within AAI’s Compliance Committee meetings and will be documented within the Compliance Committee’s materials);
|
| • |
Analysis and Supporting Materials of Investment Management Personnel Concerning Proxy Decisions and Recommendations;
|
| • |
Conflicts of Interest Review Documentation, including Conflicts of Interest Forms; and
|
| • |
Client Communications Regarding Proxy Matters.
|
|
1.
Company name:
|
|
|
|
2. Date of Meeting:
|
|
|
|
3.
Referral Item(s):
|
|
|
|
4. Description of AAI’s Business Relationship with Issuer of Proxy which may give rise to a conflict of interest:
|
||
| 5. Describe procedures used to address any conflict of interest: | ||
| a. |
Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be AAI’s proxy voting agent);
|
| b. |
Causing the proxies to be delegated to a qualified, independent third party, which may include AAI’s proxy voting agent.
|
| c. |
In unusual cases, with the Client’s consent and upon ample notice, forwarding the proxies to AAI’s clients so that they may vote the proxies directly.
|
| a. |
AAI’s Code of Ethics affirmatively requires that associates of AAI act in a manner whereby no actual or apparent conflict of interest may be seen as arising between the associate’s interests and those of AAI’s Clients.
|
| b. |
By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee (including the chairperson) and any AAI or ALPS associate advising or acting under the supervision or oversight of the Proxy Committee undertakes:
|
| • |
To disclose in writing to AAI’s Chief Compliance Officer any actual or apparent personal material conflicts of interest which he or she may have (e.g., by way of substantial ownership of securities, relationships with nominees for directorship, members of an issuer’s or dissident’s management or otherwise) in determining whether or how AAI will vote proxies. Additionally, each member must disclose any direct, indirect or perceived influence or attempt to influence such action which the member or associate views as being inconsistent with the purpose or provisions of this Policy or the Code of Ethics of AAI or ALPS. In the event any member of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committee’s determination of whether and/or how to vote in the matter; and
|
| • |
To refrain from taking into consideration, in the decision as to whether or how AAI will vote proxies the existence of any current or prospective material business relationship between AAI, ALPS or any of their affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand.
|
| c. |
In certain circumstances, AAI follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (“ISS”) or another independent third party. AAI has undertaken a review of ISS’ conflicts of interest procedures, and will continue to monitor them on an ongoing basis. In the event that AAI determines that it would be appropriate to use another third party, it will undertake a similar conflicts of interest assessment review.
|
|
|
|
|
Name:
|
|
|
Title:
|
|
| I. |
OVERVIEW
|
| II. |
POLICY
|
| 1. |
The portfolio managers make the determination that abstaining from voting on certain proxies are in line with Red Rocks’ goal to maximize shareholder value for its portfolio securities.
|
| 2. |
Proxies will usually not be voted in cases where RRC deems the costs to the Client and/or the administrative inconvenience of voting the security outweigh the benefit of doing so (e.g., international issuers which impose share blocking restrictions).
|
| i. |
reviewing votes on proposals where there has been a recommendation to the Proxy Committee not to vote according to the predetermined Voting Guidelines or on proposals which require special, individual consideration in accordance;
|
| ii. |
review periodically this Proxy Voting Policy and Procedure to ensure consistency with internal policies, client disclosures and regulatory requirements; and
|
| iii. |
development and modification of Voting Procedures, as it deems appropriate or necessary.
|
| 1. |
Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be RRC’s proxy voting agent);
|
| 2. |
Causing the proxies to be delegated to a qualified, independent third party, which may include RRC’s proxy voting agent.
|
| 3. |
In unusual cases, with the Client’s consent and upon ample notice, forwarding the proxies to RRC’s clients so that they may vote the proxies directly.
|
| 1. |
RRC’s Code of Ethics affirmatively requires that associates of RRC act in a manner whereby no actual or apparent conflict of interest may be seen as arising between the associate’s interests and those of RRC’s Clients.
|
| 2. |
By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee and any RRC associate advising or acting under the supervision or oversight of the Proxy Committee undertakes:
|
| i. |
To disclose in writing to RRC’s Chief Compliance Officer any actual or apparent personal material conflicts of interest which he or she may have (e.g., by way of substantial ownership of securities, relationships with nominees for directorship, members of an issuer’s or dissident’s management or otherwise) in determining whether or how RRC will vote proxies. Additionally, each member must disclose any direct, indirect or perceived influence or attempt to influence such action which the member or associate views as being inconsistent with the purpose or provisions of this Policy or the Code of Ethics of RRC. In the event any member of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committee’s determination of whether and/or how to vote in the matter; and
|
| ii. |
To refrain from taking into consideration, in the decision as to whether or how RRC will vote proxies the existence of any current or prospective material business relationship between RRC or any of their affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand.
|
| 3. |
In certain circumstances, RRC follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (“ISS”) or another independent third party. In the event that RRC determines that it would be appropriate to use another third party, it will undertake a similar conflicts of interest assessment review.
|
| 4. |
Any potential conflict of interest should be reported on the Conflicts of Interest Disclosure Form (Appendix B).
|
| 1. |
New Proposals
. For each new type of proposal that is expected to be proposed to shareholders of multiple companies, the Proxy Committee will develop a Voting Guideline which will be incorporated into this Policy.
|
| 2. |
Accounts Adhering to Taft Hartley Principles.
All proposals for these accounts will be voted according to the Taft Hartley Guidelines developed by ISS.
|
| 3. |
Accounts Adhering to Socially Responsible Principles.
All proposals for these accounts will be voted according to the Socially Responsible Guidelines developed by ISS or as specified by the client.
|
| 4. |
Proxies of International Issuers which Block Securities Sales between the Time a Shareholder submits a Proxy and the Vote
.
In general, RRC will refrain from voting such securities so that it may trade them during any such blocked period. However, in the exceptional circumstances that RRC determines that it would be appropriate to vote such proxies, all proposals for these securities will be voted only on the specific instruction of the Portfolio Managers and to the extent practicable in accordance with the Voting Guidelines set forth in this Policy.
|
| 5. |
Proxies of Investment Company Shares.
Except as provided in predetermined Voting Guidelines, as described above, proposals relating to compensation of any executive or director will be voted as recommended by ISS or as otherwise directed by the Portfolio Managers.
|
| 6. |
Executive/Director Compensation.
Except as provided in predetermined Voting Guidelines, as described above, proposals relating to compensation of any executive or director will be voted as recommended by ISS or as otherwise directed by the Portfolio Managers.
|
| 7. |
Preemptive Rights
. Proposals to create or eliminate shareholder preemptive rights. In evaluating these proposals the Portfolio Managers will consider the size of the company and the nature of its shareholder base.
|
| 1. |
RRC will use an independent, third-party vendor, to implement its proxy voting process as RRC’s proxy voting agent. This retention is subject to RRC continuously assessing the vendor’s independence from RRC and its affiliates, and the vendor’s ability to perform its responsibilities (and, especially, its responsibility to vote client proxies in accordance with RRC’s proxy voting guidelines) free of any actual, potential or apparent material conflicts of interests that may arise between the interests of the vendor, its affiliates, the vendor’s other clients and the owners, officers or employees of any such firm, on the one hand, and RRC’s clients, on the other hand. As means of performing this assessment, RRC will require various reports and notices from the vendor, as well as periodic audits of the vendor’s voting record and other due diligence.
|
| 2. |
The proxy vendor will provide proxy analysis and record keeping services in addition to voting proxies on behalf of RRC in accordance with this Policy.
|
| 3. |
On a weekly basis, RRC will send to the proxy vendor a holdings file detailing each equity holding held in all accounts over which RRC has voting authority.
|
| 4. |
RRC will receive proxy material information from the proxy vendor. This will include issues to be voted upon, together with a breakdown of holdings for RRC accounts.
|
| 5. |
Whenever a vote is solicited, the proxy vendor will execute the vote according to RRC’s Voting Guidelines which generally follow the ISS recommendations as set forth in Appendix A.
|
| i. |
If the proxy vendor is unsure how to vote a particular proxy, it will issue a request for voting instructions to RRC over a secure website. RRC personnel will check this website regularly.
|
| 6. |
Each time that proxy vendor sends RRC a request to vote, the request will be accompanied by the recommended vote determined in accordance with RRC’s Voting Guidelines. The proxy vendor will vote as indicated in the request unless the client has reserved discretion, the Portfolio Manager(s) determines that the best interest of clients requires another vote, or the proposal is a matter as to which the Proxy Committee affords special, individual consideration. In such situations, the proxy vendor will vote based on the direction of the client, the Portfolio Manager(s) or the Proxy Committee, as the case may be. The interests of RRC’s Taft Hartley or Socially Responsible clients may impact a proposal that normally should be voted in a certain way.
|
| 7. |
The proxy vendor will have procedures in place to ensure that a vote is cast on every security holding maintained by RRC on which a vote is solicited unless otherwise directed by the Proxy Committee. Upon request, RRC will send our clients a report from the proxy vendor detailing RRC’s voting for the previous period.
|
| • |
The name of the issuer of the security;
|
| • |
The exchange ticker symbol of the portfolio security (is symbol is available through reasonably practicable means);
|
| • |
The Council on Uniform Securities Identification Procedures number for the portfolio security (if number is available through reasonably practicable means);
|
| • |
The shareholder meeting date;
|
| • |
A brief identification of the matter voted on;
|
| • |
Whether the matter was proposed by the issuer or by a security holder;
|
| • |
Whether the company cast its vote on the matter;
|
| • |
How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding the election of directors); and
|
| • |
Whether the company cast its vote for or against management.
|
| • |
Proxy Committee Communications or Other Materials
|
| • |
Analysis and Supporting Materials of Investment Management Personnel Concerning Proxy Decisions and Recommendations
|
| • |
Conflicts of Interest Review Documentation, including Conflicts of Interest Forms
|
| • |
Client Communications Regarding Proxy Matters
|
|
1.
Company name:
|
|
|
|
2. Date of Meeting:
|
|
|
|
3.
Referral Item(s):
|
|
|
|
4. Description of RRC’s Business Relationship with Issuer of Proxy which may give rise to a conflict of interest:
|
||
| 5. Describe procedures used to address any conflict of interest: | ||
| a. |
Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be RRC’s proxy voting agent);
|
| b. |
Causing the proxies to be delegated to a qualified, independent third party, which may include RRC’s proxy voting agent.
|
| c. |
In unusual cases, with the Client’s consent and upon ample notice, forwarding the proxies to RRC’s clients so that they may vote the proxies directly.
|
| a. |
RRC’s Code of Ethics affirmatively requires that associates of RRC act in a manner whereby no actual or apparent conflict of interest may be seen as arising between the associate’s interests and those of RRC’s Clients.
|
| b. |
By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee and any RRC associate advising or acting under the supervision or oversight of the Proxy Committee undertakes:
|
| i. |
To disclose in writing to RRC’s Chief Compliance Officer any actual or apparent personal material conflicts of interest which he or she may have (e.g., by way of substantial ownership of securities, relationships with nominees for directorship, members of an issuer’s or dissident’s management or otherwise) in determining whether or how RRC will vote proxies. Additionally, each member must disclose any direct, indirect or perceived influence or attempt to influence such action which the member or associate views as being inconsistent with the purpose or provisions of this Policy or the Code of Ethics of RRC. In the event any member of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committee’s determination of whether and/or how to vote in the matter; and
|
| ii. |
To refrain from taking into consideration, in the decision as to whether or how RRC will vote proxies the existence of any current or prospective material business relationship between RRC or any of their affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand.
|
| c. |
In general circumstances, RRC follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (“ISS”) or another independent third party.
|
|
Signature
|
|
|
Printed Name
|
|
|
Date
|
| 1) |
Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.
|
| 2) |
Votes all proxies in the best interests of the client for whom it is voting, i.e., to maximize economic value.
|
| 3) |
Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.
|
| • |
Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., “For”, “Against”, “Abstain”) are reviewed by Investment Research and voted in accordance with the Guidelines.
|
| • |
Issues identified as “case-by-case” in the Guidelines are further reviewed by Investment Research. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.
|
| • |
Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.
|
|
Procedure Name:
|
Proxy Voting Procedures & Proxy Voting Guidelines
|
|
Related Policy:
|
Proxy Voting
|
|
Effective Date
|
June 15, 2004, revised December 12, 2008
|
|
Responsible Person:
|
Proxy Voting Administrator
|
|
Detailed Procedures:
|
1.0 Proxy Voting in General
Proxy votes for client accounts of Clough Capital will be handled by the Proxy Voting Administrator (typically an intern), who will gather all required proxy votes, vote them according to the attached guidelines (Appendix A), prepare the information required in order for ALPS to make the required filings for the mutual fund, and then store them in the Proxy Voting Files for the required period of time. For issues not addressed by the Proxy Voting Guidelines, or for those issues where a determination is made by one of the persons listed in section 4.0 that a vote according to the established Guidelines would not be in the economic interest of a client account, the Proxy Voting Administrator will refer the matter to the Compliance Committee for resolution.
2.0 Proxy Voting Administrator
The duties of the Administrator will include the following:
·
Gather proxies sent to Clough Capital for each of the securities held by a client account or fund
·
Log on to the Proxy Edge system (
www.proxyedge.com
) to vote the proxies
·
Log each proxy into tracking spreadsheet (Appendix B) with all required information listed in section 3.0
·
Compare the proxy proposals against the Proxy Voting Guidelines & vote all that can be voted based on guidelines
·
Submit proxies that are not addressed in the Guidelines to PM’s/Analysts for their opinion
·
Update tracking spreadsheet for votes cast
·
Store original proxy and how voted in the Proxy Voting Files
·
Summarize for the mutual fund at end of year (June 30
th
) and send to ALPS to complete the Form N-PX for filing with SEC by August 31
st
(this may also be done by the Compliance Associate)
3.0 Proxy Voting Record Required
The following information must be recorded and saved by the Administrator for each proxy vote of each security:
|
|
·
Name of the issuer of the portfolio security
·
Exchange ticker symbol of the portfolio security
|
|
Evidence of Supervision:
|
On a quarterly basis, the Compliance Officer will examine the proxy voting files and ensure that all proxies were voted in accordance with the Policy and documented accordingly, including any votes that presented a potential or actual conflict of interest. This information will be supplied to the Fund CCO as part of the Quarterly Compliance Certification.
|
|
Record Keeping:
|
Records will be maintained for 2 years on site and 3 years offsite, except for records for registered mutual funds, which will be maintained for 2 years on site and 4 years offsite.
|
|
Category of Issue
|
Issue
|
Clough Position
|
Rationale/Reasoning
|
|
Board of Directors
|
Election of Directors
|
Support Management Recommendations
|
Where no corporate governance issues are implicated
|
|
Changes in Board of Directors (removals of directors; filling of vacancies; fixing size of board)
|
Support Management Recommendations
|
Management in best position to know if best for company
|
|
|
Other Issues (e.g. Classified Board; Liability of Board; Qualification of Directors)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
|
Capital Structure
|
Increase in common stock
|
Support Management Recommendations
|
Management in best position to know if best for company
|
|
Reclassification of common stock
|
Support Management Recommendations
|
Management in best position to know if best for company
|
|
|
Other Issues (e.g. Additional Shares; Stock Splits; Repurchases, etc.)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
|
Corporate Governance
|
Addition or amendment of indemnification provisions in company’s charter or by-laws
|
Support Management Recommendations
|
Management in best position to know if best for company
|
|
Other issues (e.g. Confidential Voting; Cumulative Voting; Supermajority Requirements)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
Compensation
|
Compensation of Outside Directors
|
Support Management Recommendations
|
Management in best position to know if best for company
|
|
Other Issues (e.g. Executive/Director stock option plans; Employee Stock Option Plans; Option Expensing)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
|
Anti-Takeover Provisions
|
Shareholder rights plans (“Poison Pills”) (shareholder approval of or ratification of these types of plans)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
Other Issues (e.g. Reincorporation plans; Fair-Price Proposals, etc.)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
Category of Issue
|
Issue
|
Clough Position
|
Rationale/Reasoning
|
|
Mergers & Acquisitions
|
Special corporate transactions (takeovers; spin-offs; sales of assets; reorganizations; restructurings; recapitalizations)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
|
Social & Political Issues
|
Labor & human rights (global codes of conduct; workplace standards)
|
Generally Support Management Recommendations
|
Generally best not to impose these issues from the outside
|
|
Other Issues (e.g. Environmental issues; Diversity & Equality; Health & Safety; Government/Military)
|
Support Management Recommendation
|
Generally best not to impose these issues from the outside
|
|
|
Miscellaneous Items
|
Selection of Independent Auditors
|
Support Management recommendation
|
Management in best position to know if best for company
|
|
Other Issues (e.g. Limitation of non-audit services provided by independent auditors; Audit Firm Rotation; Bundled Proposals, etc.)
|
Generally Support Management Recommendations
|
So long as in best economic interests of clients
|
| • |
Personnel are under an obligation (i) to be aware of the potential for conflicts of interest on the part of CoreCommodity with respect to voting proxies on behalf of client accounts both as a result of a personal relationship and due to special circumstances that may arise during the conduct of our business, and (ii) to bring conflicts of interest of which they become aware to the attention of our Chief Compliance Officer.
|
| • |
CoreCommodity is deemed to have a material conflict of interest in voting proxies relating to issuers that are our clients of and that have historically accounted for or are projected to account for a material percentage of our annual revenues.
|
| • |
CoreCommodity shall not vote proxies relating to issuers on such list on behalf of accounts until it has been determined that the conflict of interest is not material or a method for resolving such conflict of interest has been agreed upon and implemented.
|
| • |
disclosing the conflict to clients and obtaining their consent before voting;
|
| • |
suggesting to clients that they engage another party to vote the proxy on their behalf; or
|
| • |
such other method as is deemed appropriate under the circumstances given the nature of the conflict.
|
| • |
a copy of these policies and procedures;
|
| • |
a copy of each proxy form (as voted);
|
| • |
a copy of each proxy solicitation (including proxy statements) and related materials with regard to each vote;
|
| • |
documentation relating to the identification and resolution of conflicts of interest;
|
| • |
any documents created by CoreCommodity that were material to a proxy voting decision or that memorialized the basis for that decision; and
|
| • |
a copy of each written client request for information on how CoreCommodity voted proxies on behalf of the client, and a copy of any written response by CoreCommodity to any (written or oral) client request for information on how CoreCommodity voted proxies on behalf of the requesting client.
|
| · |
Broadridge to monitor and keep track of all proxy votes; and,
|
| · |
Broadridge to vote pursuant to the guidelines suggested by Glass Lewis.
|
| · |
In certain limited circumstances, a proxy may be received from sources other than Broadridge. In such circumstances, RiverFront will forward the proxy to Broadridge.
|
| · |
Clients are informed that they should direct proxy voting information requests to RiverFront.
|
| · |
Any request, whether written (including email) or oral, received by any Employee of RiverFront, must be promptly forwarded to the CCO or her designee, for processing. All written requests must be retained in a permanent file.
|
| · |
In order to facilitate the management of the proxy voting recordkeeping process, and to facilitate the dissemination of such proxy voting records to clients, RiverFront may distribute to any client requesting proxy voting information the complete
proxy voting record for that client for the period requested.
|
| · |
RiverFront will furnish the information requested, free of charge, to the client within a reasonable time period (within 10 business days). RiverFront will maintain a copy of the written record provided in response to client’s written (including email) or oral request.
|
| · |
Clients are permitted to request the proxy voting record for the five-year period prior to
their request.
|
| a. |
Kotak will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable.
|
| b. |
Kotak will usually vote in favor of increases in capital which enhance a company’s long-term prospects. However, Kotak will vote against increases in capital which would allow the company to adopt “poison pill” takeover defense tactics, or where the increase in authorized capital would dilute shareholder value in the long term.
|
| c. |
Kotak will usually vote in favor of proposals which will enhance a company’s long-term prospects. The firm will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, or where there is a material reduction in shareholder value.
|
| d. |
For routine proxies (e.g., in respect of voting at the Annual General Meeting of shareholders), Kotak’s position would be to neither vote in favor or against. For Extraordinary General Meetings of Shareholders, however, where specific issues are put to a shareholder vote, these issues shall be analyzed by Kotak as to whether this is in the interests of the Fund. If in doubt, the Compliance Department will be consulted for their advice. A decision is then made based on their judgment.
|
| e. |
Kotak shall consider votes on director nominees on a case-by-case basis.
|
| f. |
Kotak shall consider proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account the extent of dilution and whether the transaction will result in a change in control
|
| ☐ |
any affiliate of Kotak. For purposes of these Proxy Voting Policies and Procedures, an affiliate means: (i) any person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with Kotak; (ii) any officer, director, principal, partner, employer, or direct or indirect beneficial owner of either 10% or greater equity or voting interest of Kotak; or (iii) any other person for which a person described in clause (ii) acts in any such capacity;
|
| ☐ |
any issuer of a security for which Kotak (or any affiliate of Kotak if Kotak is aware) acts as a sponsor, advisor, manager, custodian, distributor, underwriter, broker, or other similar capacity; or
|
| ☐ |
any person with whom Kotak (or any affiliate of Kotak if Kotak is aware) has an existing, material contract or business relationship that was not entered into in the ordinary course of Kotak’s (or its affiliate’s) business.
|
| ☐ |
A record of the vote cast, if any (unless this record is retained by a third party for the benefit of Kotak
and
the third party is able to promptly provide Kotak with a copy of the voting record upon its request);
|
| ☐ |
A record recording the basis for the vote cast or if no vote is cast, a record of the analysis and determination that the cost of voting the proxy exceeds the benefit to the said fund of voting the proxy.
|
| ☐ |
A copy of any document created by Kotak or its employees that was material in making the decision on how to vote the subject proxy; and
|
| ☐ |
A copy of any Conflict Notice and/or conflict consent.
|
| ☐ |
A copy of the proxy statement received, unless retained by a third party for the benefit of Kotak
or
the proxy statement is available from the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system; and
|
| ☐ |
A copy of any request or any other written communication (including emails or other electronic communications) to or from the said fund regarding the subject proxy vote cast by, or the vote recommendation of, Kotak.
|
|
5
|
If yes, is the vote being cast in deviation from the Proxy Voting Procedures and Guidelines of KMUK?
|
|
|
6
|
What is the rationale for deviating from the Proxy Voting Procedures and Guidelines of KMUK?
|
|
|
7
|
If the answer to question 4 is No then how do you plan to vote in the matter?
|
|
|
8
|
What is the rationale for your above decision?
|
|
|
9
|
Any other comments
|
|
|
Signature of Fund Manager:
Name of Fund Manager:
|
Signature of Approving Authority:
Name of Approving Authority:
|
|
|
Page
|
||
|
I.
|
OBJECTIVE
|
2
|
|
II.
|
ACCOUNTS FOR WHICH METIS HAS PROXY VOTING RESPONSIBILITY
|
2
|
|
III.
|
ADHERENCE TO CLIENT PROXY VOTING POLICIES
|
3
|
|
IV.
|
ARRANGEMENTS WITH PROXY SERVICE PROVIDERS
|
3
|
|
V.
|
CONFLICTS
|
4
|
|
VI.
|
SPECIAL ISSUES WITH VOTING FOREIGN PROXIES
|
5
|
|
VII.
|
REPORTS
|
5
|
|
VIII.
|
OPERATIONAL PROCEDURES
|
6
|
|
A.
|
Role of the Brandes Reorganization Department
|
6
|
|
B.
|
Disclosures of Proxy Voting Intentions
|
6
|
|
C.
|
Engagement Policy and Practices
|
7
|
|
IX.
|
SECURITIES SUBJECT TO LENDING ARRANGEMENTS
|
7
|
|
X.
|
RECORDKEEPING
|
8
|
|
XI.
|
PROXY VOTING REVIEW COMMITTEE
|
8
|
|
XII.
|
PROXY VOTING GUIDELINES
|
9
|
|
A.
|
The Board of Directors
|
9
|
|
B.
|
Auditors
|
12
|
|
C.
|
Proxy Contests, Tender Offer Defenses, and Miscellaneous Governance Provisions
|
13
|
|
D.
|
Capital Structure
|
16
|
|
E.
|
Executive and Director Compensation
|
18
|
|
F.
|
Mergers and Corporate Restructurings
|
20
|
|
G.
|
Reincorporation
|
21
|
|
H.
|
Money Market Funds
|
21
|
|
I.
|
Social, Political and Environmental Issues
|
22
|
| • |
Adopt and implement written policies and procedures reasonably designed to ensure that we vote client securities in the best interest of clients;
|
| • |
Disclose to clients how they may obtain information from us about how we voted proxies for their securities; and
|
| • |
Describe our proxy voting policies and procedures to clients and furnish them a copy of our policies and procedures on request.
|
|
I.
|
OBJECTIVE
|
|
II.
|
ACCOUNTS FOR WHICH METIS HAS PROXY VOTING RESPONSIBILITY
|
| • |
Be in writing;
|
| • |
State that Metis is “precluded” from voting proxies because proxy voting responsibility is reserved to an identified named fiduciary; and
|
| • |
Be consistent with the plan’s documents (which should provide for procedures for allocating fiduciary responsibilities among named fiduciaries).
|
|
III.
|
ADHERENCE TO CLIENT PROXY VOTING POLICIES
|
|
IV.
|
ARRANGEMENTS WITH PROXY SERVICE PROVIDERS
|
| • |
Glass, Lewis & Co., LLC is a leading research and professional services firm that assists institutions globally that have investment, financial or reputational exposure to public companies. It provides research and recommendations for Brandes for voting on proxy proposals.
|
| • |
Institutional Shareholder Services Inc. (“ISS”) is a proxy research, advisory, voting and vote-reporting service that specializes in global proxy voting. ISS’ primary function with respect to Brandes is to appraise it of shareholder meeting dates of all securities holdings, translate proxy materials received from companies, provide associated research and provide considerations and recommendations for voting on particular proxy proposals.
|
| • |
Broadridge Financial Solutions’ Proxy Edge service is an electronic proxy voting and vote-tracking service. Broadridge’s primary function with respect to Brandes is to apprise it of the shareholder meeting dates of securities holdings, forward copies of proxy materials, and vote proxies in accordance with our instructions.
|
|
V.
|
CONFLICTS
|
|
VI.
|
SPECIAL ISSUES WITH VOTING FOREIGN PROXIES
|
| • |
Often it is difficult to ascertain the date of a shareholder meeting because certain countries do not require companies to publish announcements in any official stock exchange publication.
|
| • |
Time frames between shareholder notifications, distribution of proxy materials, book- closure and the actual meeting date may be too short to allow timely action.
|
| • |
Language barriers will generally mean that an English translation of proxy information must be obtained or commissioned before the relevant shareholder meeting.
|
| • |
Metis will not vote shares of securities in jurisdictions that require the beneficial holders be registered in the company’s share registry.
|
| • |
Metis will not vote shares of securities in in which additional voting fees are incurred, for countries in which custodians do not offer a “proxy voting service”.
|
|
VII.
|
REPORTS
|
| VIII. |
OPERATIONAL PROCEDURES
|
| A. |
Role of the Brandes Reorganization Department
|
| B. |
Disclosures of Proxy Voting Intentions
|
| C. |
Engagement Policy and Practices
|
| • |
Withholding or voting against director(s);
|
| • |
Engaging in collective action with other investors when appropriate;
|
| • |
Supporting an election contest or change of control transaction.
|
|
IX.
|
SECURITIES SUBJECT TO LENDING ARRANGEMENTS
|
|
X.
|
RECORDKEEPING
|
| • |
Copies of all policies and procedures relating to proxy voting;
|
| • |
Proxy related documents received regarding client securities;
|
| • |
Records of each vote cast on behalf of a client;
|
| • |
Copies of any document created by Metis that was material to making a decision how to vote proxies on behalf of the client or that memorializes the basis for that decision;
|
|
XI.
|
PROXY VOTING REVIEW COMMITTEE
|
| • |
No less frequently than annually, Metis shall, with the cooperation of Brandes, review and discuss the operation of Metis’ proxy voting procedures. The Compliance Officer or his/her designee;
|
| • |
A representative of the Brandes Reorg Department;
|
| • |
Member of Metis Investments Group
|
| • |
Operational aspects of the policies and procedures (e.g., is information getting to the necessary people in a timely fashion or have any votes been missed);
|
| • |
Maintenance of all required records;
|
| • |
Performance of service providers;
|
| • |
Conflict of interest issues;
|
| • |
Any instances where Metis or Brandes has failed to comply with Metis’ policies;
|
| • |
Any suggested revisions to the policies and procedures.
|
|
XII.
|
PROXY VOTING GUIDELINES
|
| A. |
The Board of Directors
|
| 1. |
Voting on Director Nominees in Uncontested Elections
|
| • |
Long-term corporate performance record relative to industry peers;
|
| • |
Composition of board and key board committees;
|
| • |
Preference for a board to be represented by at least a majority of independent directors;
|
| • |
Preference that Audit, Compensation and Nominating Committees be 100%
|
| • |
independent;
|
| • |
Nominee’s attendance at meetings (past two years);
|
| • |
Nominee’s investment in the company;
|
| • |
Whether a retired CEO sits on the board;
|
| • |
Whether the chairman is also serving as CEO;
|
| • |
Disclosure of Director Names;
|
| • |
Director tenure;
|
| • |
Board responsiveness; and
|
| • |
Material failures in governance and risk oversight;
|
| • |
Corporate governance provisions and takeover activity;
|
| • |
Board decisions regarding director and executive compensation;
|
| • |
Interlocking directorships;
|
| • |
Directors’ other board positions held in publicly listed companies. As a general rule we prefer that:
|
| ○ |
Non-Executive Directors (NED) should hold no more than a total of 5 board appointments. We prefer that a Director who serves as an Executive Officer of any public company should hold no more than two other public company board seats;
|
| ○ |
Chairmen should not hold other executive positions or more than one other chairmanship position. They may, however, hold up to three other non-executive directorships;
|
| ○ |
NEDs who do not hold executive or chairmanship positions should not hold more than four other non-executive directorships.
|
| 2. |
Voting on Director Nominees in Contested Elections
|
| • |
Long-term financial performance of the target company relative to its industry;
|
| • |
Management’s track record;
|
| • |
Background to the proxy contest;
|
| • |
Qualifications of director nominees (both slates);
|
| • |
Strategic plan of dissident nominated directors and quality of critique against management;
|
| • |
Likelihood that the proposed goals and objectives can be achieved (both slates);
|
| • |
Ownership Structure;
|
| • |
Director tenure;
|
| • |
Board Responsiveness;
|
| • |
Current composition of the board;
|
| • |
Material failures in governance and risk oversight.
|
| 3. |
Voting on Director Nominees by Bundled Slate
|
| 4. |
Separating Chairman/CEO
|
| 5. |
Majority of Independent Directors
|
| 6. |
Stock Ownership Requirements
|
| 7. |
Term of Office
|
| 8. |
Director and Officer Indemnification and Liability Protection
|
| 9. |
Majority-Supported Shareholder Proposals – Board Responsiveness
|
| • |
Our “withhold” policy applies to incumbent board members and excludes new nominees to the board (i.e., those being nominated for the first time).
|
| • |
A board ignoring two different majority-supported proposals in the previous year will
|
| • |
face a “withhold” recommendation.
|
| • |
If after two or more years of majority votes the proposal is not resubmitted, our decision to continue withholding votes in subsequent years will be case-by-case, based on whether or not shareholders are still engaging the company on the issue in some manner, such as a “vote no” campaign.
|
| 10. |
Majority Vote Standard
|
| B. |
Auditors
|
| • |
The auditor has a significant professional or personal relationship with the issuer that compromises the firm’s independence;
|
| • |
There is reason to believe the auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position; or
|
| • |
There have been recent material restatements of annual financial statements under the same auditor;
|
| • |
The auditors receive a significant amount of compensation for non-auditing activities or consulting activities, i.e. greater than 50%.
|
| C. |
Proxy Contests, Tender Offer Defenses, and Miscellaneous Governance Provisions
|
| 1. |
Board Structure: Staggered or Classified vs. Annual Elections
|
| 2. |
Shareholder Ability to Remove Directors
|
| 3. |
Cumulative Voting
|
| 4. |
Shareholder Ability to Call Special Meetings
|
| • |
Shareholder’s current right to call special meetings;
|
| • |
Minimum threshold to call special meeting (5% preferred);
|
| • |
Presence of prohibitive language (hurdles);
|
| • |
Current voting / Capital structure;
|
| • |
Management’s response to previous shareholder proposals;
|
| • |
Market capitalization;
|
| • |
Percentage ownership of shareholder sponsoring the proposal;
|
| • |
Presence of anti-takeover protections.
|
| 5. |
Shareholder Ability to Act by Written Consent
|
| 6. |
Poison Pills
|
| 7. |
Greenmail
|
| 8. |
Unequal Voting Rights
|
| 9. |
Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws or to Approve Mergers
|
| • |
Current ownership/voting structure;
|
| • |
Quorum requirements;
|
| • |
Current Supermajority vote requirements.
|
| 10. |
Confidential Voting
|
| 11. |
Equal Access
|
| 12. |
Bundled Proposals
|
| 13. |
Notification of Shareholder Meetings and other Regulatory Changes
|
| 14. |
Proxy Access
|
| • |
The ownership thresholds proposed in the resolution (i.e., percentage and duration);
|
| • |
The maximum proportion of directors that shareholders may nominate each year; and
|
| • |
The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations.
|
| 15. |
Miscellaneous Governance Provisions
|
| 16. |
Other Business
|
| D. |
Capital Structure
|
| 1. |
Common Stock Authorization
|
| • |
Past performance
|
| ○ |
Current governance structure;
|
| ○ |
Previous use of authorized shares over last three years;
|
| ○ |
1-3 year total shareholder return.
|
| • |
Current request rationale
|
| ○ |
Specific reason(s) for the issuance disclosed in proxy statement;
|
| ○ |
Dilution risks to shareholders when not approving the request;
|
| ○ |
Existence of a class of stock with superior voting rights.
|
| 2. |
Stock Distributions: Splits and Dividends
|
| 3. |
Blank Check Preferred Authorization
|
| 4. |
Shareholder Proposals Regarding Blank Check Preferred Stock
|
| 5. |
Adjust Par Value of Common Stock
|
| 6. |
Debt Restructurings
|
| • |
Dilution -- How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?
|
| • |
Change in Control -- Will the transaction result in a change in control of the company?
|
| • |
Bankruptcy -- Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring?
|
| 7. |
Share Repurchase Programs
|
| E. |
Executive and Director Compensation
|
| • |
The process used by a company to establish compensation plans. Is it fundamentally sound (i.e., is the process logical; are outside experts employed) and replete with independence?
|
| • |
The structure of the overall compensation program. Does the total potential compensation (cash and non-cash elements) appear reasonable and fair for this company and industry?
|
| • |
The link between compensation and the creation of long-term shareholder value. Does the plan:
|
| ○ |
Incentivize long-term thinking and stewardship of the company instead of focusing on achieving short-term metrics?
|
| ○ |
Provide for adequate compensation to attract and retain competent managerial talent suitable to the challenges and opportunities faced by the individual company?
|
| ○ |
Directly tie incentive compensation to performance with above-average rewards only being earned if shareholders are being rewarded with above-average corporate performance?
|
| ○ |
Include downside potential as well as upside rewards without the possibility for a material “second chance” (i.e. repricing of options)?
|
| ○ |
Measure performance on clearly objective criteria that are consistent with increases in shareholder value (i.e., ROIC, EVA, TSR, etc.)?
|
| ○ |
Require significant ongoing share ownership by the executive or director?
|
| 1. |
Advisory Vote on Executive Compensation (Management “Say on Pay”)
|
| 2. |
Frequency of Advisory Vote on Executive Compensation (Management “Say on Pay”)
|
| • |
If the proposal received a plurality or majority;
|
| • |
The company’s ownership structure;
|
| • |
The previous year’s support level of the MSOP proposal;
|
| • |
The company’s rationale for selecting a frequency different than shareholders supported.
|
| 3. |
Advisory vote on Golden Parachute Arrangements
|
| 4. |
Discounted Options and Restricted Stock
|
| 5. |
Option Repricing
|
| • |
Reduction in exercise price of outstanding options;
|
| • |
Cancellation and regrant of options at lower exercise prices. This will include 6&1 (six-month and one-day) cancellations/regrants and bullet options (a type of 6&1 with accelerated vesting);
|
| • |
Substitution of restricted stock for underwater options;
|
| • |
Buyback of underwater options and issuance of new awards.
|
| 6. |
Performance-Based Stock Options
|
| • |
Whether the proposal mandates that all awards be performance-based;
|
| • |
Whether the proposal extends beyond executive awards to those of lower ranking employees;
|
| • |
Whether the company’s stock-based compensation plans meet certain shareholder value transfer criteria and do not violate our repricing guidelines.
|
| 7. |
Plan Amendments
|
| F. |
Mergers and Corporate Restructurings
|
| 1. |
Mergers and Acquisitions
|
| • |
Anticipated financial and operating benefits;
|
| • |
Offer price (cost vs. premium);
|
| • |
Prospects of the combined companies;
|
| • |
How the deal was negotiated; and
|
| • |
Changes in corporate governance and their impact on shareholder rights.
|
| 2. |
Corporate Restructuring
|
| 3. |
Spin-offs
|
| 4. |
Asset Sales and Liquidations
|
| 5. |
Appraisal Rights
|
| G. |
Reincorporation
|
| H. |
Money Market Funds
|
| I. |
Social, Political and Environmental Issues
|
|
Item 28.
|
Exhibits
|
| (1) |
Trust Instrument of Registrant.(1)
|
| (2) |
Revised Trust Instrument of Registrant.(1)
|
| (3) |
Amendment to Trust Instrument of Registrant dated August 7, 2009.(8)
|
| (1) |
By-Laws of Registrant.(1)
|
| (2) |
Revised By-Laws of Registrant.(1)
|
| (3) |
Amendment to By-Laws of Registrant dated April 25, 2008.(5)
|
| (c) |
Provisions of instruments defining rights of security holders are contained in Articles 2 and 7 of the Declaration of Trust (incorporated herein by reference to Exhibit (a)(1) of this filing).
|
| (1) |
Investment Advisory and Management Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund.(28)
|
| (2) |
Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(28)
|
| (3) |
Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Wellington Management Company, LLP with respect to the ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(28)
|
| (4) |
Supplement dated July 15, 2014 to Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Wellington Management Company, LLP with respect to the ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Value Intersection Fund).(43)
|
| (5) |
Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the Clough China Fund.(28)
|
| (6) |
Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Clough Capital Partners, LP with respect to the Clough China Fund.(28)
|
| (7) |
Investment Advisory Agreement dated December 30, 2009 between Registrant and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (8) |
Amendment dated January 1, 2013 to Investment Advisory Agreement dated December 30, 2009 between Registrant and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners Fund and Vulcan Value Partners Small Cap Fund.(37)
|
| (9) |
Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the CoreCommodity Management CompleteCommodities
SM
Strategy Fund (f/k/a Jefferies Asset Management Commodity Strategy Allocation Fund).(28)
|
| (10) |
Investment Sub-Advisory Agreement dated January 15, 2014 among Registrant, ALPS Advisors, Inc. and CoreCommodity Management, LLC with respect to the CoreCommodity Management CompleteCommodities
SM
Strategy Fund (f/k/a Jefferies Asset Management Commodity Strategy Allocation Fund).(51)
|
| (11) |
Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund) and RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund).(28)
|
| (12) |
Amendment dated August 31, 2012 to Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund) , RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund).(28)
|
| (13) |
Amendment dated __________ to Investment Advisory Agreement dated November 2, 2011 between Registrant and ALPS Advisors, Inc. with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund) (to be filed by subsequent amendment).
|
| (14) |
Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund).(28)
|
| (15) |
Amendment dated August 31, 2012 to Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and RiverFront Investment Group, LLC with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund). (28)
|
| (16) |
Amendment dated _____________ to Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and RiverFront Investment Group, LLC with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund) (to be filed by subsequent amendment).
|
| (17) |
Investment Advisory Agreement dated November 1, 2011 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Kotak India Growth Fund.(28)
|
| (18) |
Investment Sub-Advisory Agreement dated November 1, 2011 among Registrant, ALPS Advisors, Inc. and Kotak Mahindra (UK) Limited with respect to the ALPS/Kotak India Growth Fund.(28)
|
| (19) |
Investment Advisory Agreement dated August 2, 2011 between Registrant and Aspen Partners Ltd. with respect to the Aspen Managed Futures Strategy Fund.(28)
|
| (20) |
Investment Advisory Agreement dated July 13, 2011 between Registrant and Disciplined Growth Investors, Inc. with respect to the Disciplined Growth Investors Fund.(28)
|
| (21) |
Investment Advisory Agreement dated September 13, 2011 between Registrant and Grandeur Peak Global Advisors, LLC with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
|
| (22) |
Investment Advisory Agreement dated December 29, 2011 between Registrant and Highland Associates, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(28)
|
| (23) |
Investment Advisory Agreement dated January 30, 2012 between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund.(26)
|
| (24) |
Investment Advisory Agreement dated March 16, 2012 between Registrant and Emerald Mutual Fund Advisers Trust with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
|
| (25) |
Investment Advisory Agreement dated November 29, 2012 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
|
| (26) |
Amendment dated December 5, 2012 to Investment Advisory Agreement dated December 29, 2011 between Registrant and Highland Associates, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(34)
|
| (27) |
Sub-Advisory Agreement dated April 1, 2013 by and between Registrant, Highland Associates, Inc. and Boston Partners Global Investors, Inc. (f/k/a Robeco Investment Management, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(37)
|
| (28) |
Sub-Advisory Agreement dated August 31, 2016 by and between Registrant, Highland Associates, Inc. and Incline Global Management, LLC with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund). (53)
|
| (29) |
Amendment dated May 1, 2013 to the Investment Advisory Agreement dated September 13, 2011 between Registrant and Grandeur Peak Global Advisors, LLC with respect to the Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(35)
|
| (30) |
Amendment dated July 31, 2014 to Investment Advisory Agreement dated March 16, 2012 between Registrant and Emerald Mutual Fund Advisers Trust with respect to the Emerald Insights Fund. (41)
|
| (31) |
Amendment dated June 10, 2014 to Investment Advisory Agreement between the Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund. (41)
|
| (32) |
Amendment dated June 9, 2015 to Investment Advisory Agreement dated March 16, 2012 between Registrant and Emerald Mutual Fund Advisers Trust with respect to the Emerald Small Cap Value Fund.(47)
|
| (33) |
Amendment dated June 29, 2015 to Investment Advisory Agreement dated September 13, 2011 between Registrant and Grandeur Peak Global Advisors, LLC with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (34) |
Investment Advisory Agreement dated July 10, 2015 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund).(46)
|
| (35) |
Investment Sub-Advisory Agreement dated July 10, 2015 among Registrant, ALPS Advisors, Inc. and Metis Global Partners, LLC with respect to the ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund).(46)
|
| (36) |
Investment Sub-Advisory Agreement dated July 31, 2015 among Registrant, ALPS Advisors, Inc. and Red Rocks Capital LLC with respect to the ALPS/Red Rocks Listed Private Equity Fund.(48)
|
| (37) |
Amendment dated April 15, 2016 to Investment Advisory Agreement dated January 30, 2012 between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Value Fund.(51)
|
| (38) |
Amendment dated August 31, 2016 to Investment Advisory Agreement dated January 30, 2012 between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund and the Seafarer Overseas Value Fund.(53)
|
| (39) |
Investment Advisory Agreement dated August 31, 2016 between Redmont Resolute (a Cayman Islands exempted company) and Highlands Associates, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(53)
|
| (40) |
Amendment dated December 16, 2016 to the Investment Advisory Agreement dated August 2, 2011 between Registrant and Aspen Partners Ltd. with respect to the
Aspen Portfolio Strategy Fund and the Aspen Portfolio Strategy Fund. (55)
|
| (41) |
Investment Advisory Agreement dated December 16, 2016 between Aspen Portfolio Strategy Fund, Ltd. (a Cayman Islands exempted company) and Aspen Partners Ltd. with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (42) |
Investment Advisory Agreement dated March 23, 2017 between the Registrant and Rondure Global Advisors, LLC with respect to the Rondure New World Fund and Rondure Overseas Fund. (57).
|
| (43) |
Investment Sub-Advisory Agreement dated January 25, 2017 among the Registrant, Highland Associates, Inc. and Chatham Asset Management, LLC with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund). (58)
|
| (44) |
Novation Agreement dated April 1, 2017 among the Registrant, ALPS Advisors, Inc., Kotak Mahindra (UK) Limited and Kotak Mahindra Asset Management (Singapore) Pte. Ltd. with respect to the ALPS/Kotak India Growth Fund. (58)
|
| (45) |
Interim Investment Advisory Agreement dated __________ between Registrant and Disciplined Growth Investors, Inc. with respect to The Disciplined Growth Investors Fund (to be filed by subsequent amendment).
|
| (1) |
Distribution Agreement dated April 30, 2013 between Registrant and ALPS Portfolio Solutions Distributor, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Disciplined Value Fund), Clough China Fund, ALPS|CoreCommodity Management CompleteCommodities
SM
Strategy Fund (f/k/a Jefferies Asset Management Commodity Strategy Fund), RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth Fund and ALPS/Alerian MLP Infrastructure Index Fund.(36)
|
| (2) |
Amendment dated July 10, 2015 to Distribution Agreement dated April 30, 2013 between Registrant and ALPS Portfolio Solutions Distributor, Inc. with respect to the ALPS/Metis Global Micro Cap Fund (46).
|
| (3) |
Form of Selling Agreement between ALPS Portfolio Solutions Distributor, Inc. and Broker/Dealer.(36)
|
| (4) |
Form of Shareholder Servicing Agreement between ALPS Portfolio Solutions Distributor, Inc. and servicing firm.(36)
|
| (5) |
Form of Fund-SERV Agreement between ALPS Portfolio Solutions Distributor, Inc. and servicing firm.(36)
|
| (6) |
Form of Trust Networking Agreement between ALPS Portfolio Solutions Distributor, Inc. and servicing firm.(36)
|
| (7) |
Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(28)
|
| (8) |
Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
|
| (9) |
Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Disciplined Growth Investors Fund.(28)
|
| (10) |
Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(28)
|
| (11) |
Distribution Agreement dated December 29, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(28)
|
| (12) |
Distribution Agreement dated January 30, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Seafarer Overseas Growth and Income Fund.(26)
|
| (13) |
Distribution Agreement dated March 16, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
|
| (14) |
Amendment dated May 1, 2013 to Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(35)
|
| (15) |
Amendment dated July 31, 2014 to Distribution Agreement dated March 16, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Emerald Insights Fund.(41)
|
| (16) |
Amendment dated June 9, 2015 to Distribution Agreement dated March 16, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Emerald Small Cap Value Fund.(47)
|
| (17) |
Amendment dated June 29, 2015 to Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors, Inc. with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (18) |
Amendment dated April 15, 2016 to Distribution Agreement dated January 30, 2012 between Registrant and ALPS Distributors, Inc. with respect to the Seafarer Overseas Value Fund.(51)
|
| (19) |
Amendment dated December 16, 2016 to Distribution Agreement dated November 1, 2011 between Registrant and ALPS Distributors with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (20) |
Distribution Agreement dated March 23, 2017 between Registrant and Rondure Global Advisors LLC with respect to the Rondure New World Fund and Rondure Overseas Fund. (57)
|
| (21) |
Amendment dated January 29, 2016 to the Distribution Agreement dated December 29, 2011 between the Registrant and ALPS Distributors, Inc. with respect to the
Highland Resolute Fund (f/k/a Redmont Resolute Fund)
. (58).
|
| (22) |
Form of Selling Agreement between ALPS Distributors, Inc. and Broker/Dealer.(10)
|
| (23) |
Form of Shareholder Servicing Agreement between ALPS Distributors, Inc. and servicing firm.(10)
|
| (24) |
Form of Fund-SERV Agreement between ALPS Distributors, Inc. and servicing firm.(10)
|
| (25) |
Form of Trust Networking Agreement between ALPS Distributors, Inc. and servicing firm.(10)
|
| (f) |
None.
|
| (1) |
Custody Agreement dated November 13, 2007 between Registrant and The Bank of New York with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(5)
|
| (2) |
Foreign Custody Manager Agreement dated November 13, 2007 between Registrant and The Bank of New York with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(5)
|
| (3) |
Amendment No. 2 dated December 30, 2009 to Custody Agreement between Registrant and The Bank of New York Mellon with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (4) |
Amendment No. 2 dated December 30, 2009 to Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (5) |
Amendment dated February 14, 2011 to Custody Agreement dated November 13, 2007 between Registrant and The Bank of New York Mellon with respect to the ALPS/Kotak India Growth Fund.(21)
|
| (6) |
Amendment dated February 14, 2011 to Foreign Custody Manager Agreement dated November 13, 2007 between Registrant and The Bank of New York Mellon with respect to the ALPS/Kotak India Growth Fund.(21)
|
| (7) |
Global Custody Agreement dated December 26, 2012 between Registrant and MUFG Union Bank N.A. (f/k/a Union Bank N.A.) with respect to the ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Disciplined Value Fund), Aspen Managed Futures Strategy Fund, The Disciplined Growth Investors Fund, Redmont Resolute Fund I, Redmont Resolute Fund II, Seafarer Overseas Growth and Income Fund, Emerald Banking and Finance Fund, Emerald Growth Fund, Pathway Advisors Aggressive Growth Fund, Pathway Advisors Aggressive Growth and Income Fund, Pathway Advisors Conservative Fund, Grandeur Peak Global Opportunities Fund and Grandeur Peak International Opportunities Fund.(48)
|
| (8) |
Master Custodian Agreement dated June 1, 2013 between Registrant and State Street Bank and Trust Company with respect to certain series of the Trust.(39)
|
| (9) |
Amendment dated December 9, 2013 to the Master Custodian Agreement dated June 1, 2013 relating to the ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Disciplined Value Fund, Clough China Fund, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund (f/k/a Jefferies Asset Management Commodity Strategy Fund), RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund) and ALPS/Alerian MLP Infrastructure Index Fund. (58)
|
| (10) |
Amendment dated July 31, 2014 to Master Custodian Custody Agreement dated December 26, 2012 between Registrant and MUFG Union Bank N.A. (f/k/a Union Bank N.A.) with respect to the Emerald Insights Fund.(41)
|
| (11) |
Amendment dated December 14, 2016 to Custodian Agreement dated December 26, 2012 between Registrant and MUFG Union Bank N.A. (f/k/a Union Bank N.A.) with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (12) |
Custodian Agreement dated December 16, 2013 between Registrant and Brown Brothers Harriman & Co., with respect to the Grandeur Peak Global Opportunities Fund, Grandeur Peak International Opportunities Fund, Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(45)
|
| (13) |
Amendment dated June 29, 2015 to Global Custody Agreement dated December 26, 2012 between Registrant and MUFG Union Bank N.A. (f/k/a Union Bank N.A.) with respect to the Emerald Small Cap Value Fund.(47)
|
| (14) |
Amendment dated June 4, 2015 to Custodian Agreement dated December 16, 2013 between Registrant and Brown Brothers Harriman & Co., with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(48)
|
| (15) |
Amendment dated July 9, 2015 to Master Custodian Agreement dated June 1, 2013 between Registrant and State Street Bank and Trust Company with respect to the ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund). (46)
|
| (16) |
Amendment dated April 15, 2016to Custodian Agreement dated December 16, 2013 between Registrant and Brown Brothers Harriman & Co. with respect to the Seafarer Overseas Value Fund. (51)
|
| (17) |
Amendment dated May 18, 2016 to Custodian Agreement dated December 16, 2013, between Registrant and Brown Brothers Harriman & Co., with respect to the Seafarer Overseas Growth and Income Fund.(53)
|
| (18) |
Amendment dated March 14, 2017 to Custodian Agreement dated December 16, 2013 between Registrant and Brown Brothers Harriman & Co., with respect to the Rondure New World Fund and Rondure Overseas Fund. (18)
|
| (1) |
Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(4)
|
| (2) |
Amendment No. 2 dated August 31, 2009 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/WMC Research Value Fund (f/k/a Activa Value Fund).(16)
|
| (3) |
Amendment No. 4 dated January 15, 2010 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the Clough China Fund.(16)
|
| (4) |
Amendment No. 5 dated March 9, 2010 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity (f/k/a Listed Private Equity Fund), ALPS/WMC Research Value (f/k/a Activa Value Fund) and ALPS/GNI Long-Short Funds.(14)
|
| (5) |
Transfer Agency and Service Agreement dated December 30, 2009 between Registrant and ALPS Fund Services, Inc. with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (6) |
Transfer Agency and Interactive Client Service Agreement dated December 30, 2009 between Registrant and ALPS Fund Services, Inc. with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (7) |
Transfer Agency and Service Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
|
| (8) |
Transfer Agency and Service Agreement dated July 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Disciplined Growth Investors Fund.(19)
|
| (9) |
Transfer Agency and Service Agreement September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
|
| (10) |
Amendment dated June 15, 2010 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS|CoreCommodity Management CompleteCommodities
SM
Strategy Fund (f/k/a Jefferies Asset Management Commodity Strategy Allocation Fund).(18)
|
| (11) |
Amendment dated August 2, 2010 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund) and RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund).(18)
|
| (12) |
Amendment dated September 27, 2010 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund).(18)
|
| (13) |
Amendment dated January 20, 2011 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Kotak India Growth Fund.(17)
|
| (14) |
Amendment dated August 31, 2012 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund).(28)
|
| (15) |
Amendment dated November 29, 2012 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
|
| (16) |
Amendment dated July 10, 2015 to Transfer Agency and Service Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/ Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund).(46)
|
| (17) |
Transfer Agency and Service Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(28)
|
| (18) |
Transfer Agency and Service Agreement dated January 30, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Growth and Income Fund.(26)
|
| (19) |
Transfer Agency and Service Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and Emerald Growth Fund.(23)
|
| (20) |
Amendment dated July 31, 2014 to Transfer Agency and Service Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Insights Fund.(41)
|
| (21) |
Amendment dated May 1, 2013 to Transfer Agency and Services Agreement dated September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(35)
|
| (22) |
Amendment dated June 9, 2015 to Transfer Agency and Service Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Small Cap Value Fund.(51)
|
| (23) |
Amendment dated June 29, 2015 to Transfer Agency and Services Agreement dated September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (24) |
Amendment dated August 2, 2105 to the Transfer Agency and Services Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the
Aspen Managed Futures Strategy Fund. (58)
|
| (25) |
Amendment dated April 15, 2016 to Transfer Agency and Services Agreement dated January 30, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Value Fund.(51)
|
| (26) |
Amendment dated December 16, 2016 to Transfer Agency and Services Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (27) |
Transfer Agency and Services Agreement dated March 23, 2017 between Registrant and ALPS Fund Services, Inc. with respect to the Rondure New World Fund and Rondure Overseas Fund. (57)
|
| (28) |
Amendment dated January 29, 2016 to the Transfer Agency and Services Agreement dated December 29, 2011 between the Registrant and ALPS Fund Services, Inc. with respect to the
Highland Resolute Fund (f/k/a Redmont Resolute Fund)
. (58)
|
| (29) |
Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund (f/k/a Listed Private Equity Fund).(4)
|
| (30) |
Amendment dated August 31, 2009 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/WMC Research Value Fund (f/k/a Activa Value Fund).(16)
|
| (31) |
Amendment dated January 15, 2010 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the Clough China Fund.(16)
|
| (32) |
Amendment dated March 9, 2010 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity (f/k/a Listed Private Equity Fund), ALPS/WMC Research Value (f/k/a Activa Value Fund) and ALPS/GNI Long-Short Funds.(16)
|
| (33) |
Amendment dated June 15, 2010 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS|CoreCommodity Management CompleteCommoditiesSM Strategy Fund (f/k/a Jefferies Asset Management Commodity Strategy Allocation Fund).(18)
|
| (34) |
Amendment dated August 2, 2010 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund and RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund).(18)
|
| (35) |
Amendment dated September 27, 2010 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund).(18)
|
| (36) |
Amendment dated January 20, 2011 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Kotak India Growth Fund.(17)
|
| (37) |
Amendment dated August 31, 2012 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund).(28)
|
| (38) |
Amendment dated November 29, 2012 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(31)
|
| (39) |
Amendment dated July 10, 2015 to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund).(46)
|
| (40) |
Amendment dated ____________ to Fund Accounting and Administration Agreement dated October 1, 2007 between Registrant and ALPS Fund Services, Inc. with respect to the RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund) (to be filed by subsequent amendment).
|
| (41) |
Amendment dated May 1, 2013 to Administration, Bookkeeping and Pricing Services Agreement dated September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(35)
|
| (42) |
Administration, Bookkeeping and Pricing Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
|
| (43) |
Administration, Bookkeeping and Pricing Agreement dated July 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Disciplined Growth Investors Fund.(28)
|
| (44) |
Administration, Bookkeeping and Pricing Agreement dated September 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(22)
|
| (45) |
Administration, Bookkeeping and Pricing Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(28)
|
| (46) |
Amendment dated March 31, 2013 to Administration, Bookkeeping and Pricing Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(34)
|
| (47) |
Administration, Bookkeeping and Pricing Agreement dated January 30, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Growth and Income Fund.(26)
|
| (48) |
Administration, Bookkeeping and Pricing Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
|
| (49) |
Amendment dated July 31, 2014 to Fund Accounting and Administration Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Insights Fund.(41)
|
| (50) |
Amendment dated June 9, 2015 to Fund Accounting and Administration Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Small Cap Value Fund.(44)
|
| (51) |
Amendment dated June 29, 2015 to Administration, Bookkeeping and Pricing Agreement dated September 11, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (52) |
Amendment dated August 2, 2015 to Administration, Bookkeeping and Pricing Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund. (58)
|
| (53) |
Amendment dated April 15, 2016 to Administration, Bookkeeping and Pricing Agreement dated January 30, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Value Fund.(51)
|
| (54) |
Amendment dated December 16, 2016 to Administration, Bookkeeping and Pricing Agreement dated August 2, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (55) |
Amendment dated January 29, 2016 to the Administration, Bookkeeping and Pricing Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund). (58)
|
| (56) |
Fund Accounting and Administration Agreement dated March 23, 2017 between Registrant and ALPS Fund Services, Inc. with respect to the Rondure New World Fund and Rondure Overseas Fund. (57)
|
| (57) |
PFO Services Agreement dated December 30, 2009 among Registrant, ALPS Fund Services, Inc. and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (58) |
Chief Compliance Officer Services Agreement dated December 30, 2009 among Registrant, ALPS Fund Services, Inc. and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(16)
|
| (59) |
Amended and restated PFO Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
|
| (60) |
Amended and Restated Chief Compliance Officer Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Aspen Managed Futures Strategy Fund.(28)
|
| (61) |
PFO Services Agreement dated July 13, 2011 among Registrant, ALPS Fund Services, Inc. and Disciplined Growth Investors, Inc. with respect to the Disciplined Investors Growth Fund.(28)
|
| (62) |
Chief Compliance Officer Services Agreement dated July 13, 2011 among Registrant, ALPS Fund Services, Inc. and Disciplined Growth Investors, Inc. with respect to the Disciplined Investors Growth Fund.(28)
|
| (63) |
Amended and Restated PFO Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(28)
|
| (64) |
Amended and Restated Chief Compliance Officer Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Opportunities and Grandeur Peak International Opportunities Funds.(28)
|
| (65) |
PFO Services Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(28)
|
| (66) |
Amendment dated January 29, 2016 to the PFO Services Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(51)
|
| (67) |
Chief Compliance Officer Services Agreement dated December 29, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(28)
|
| (68) |
Amendment dated March 31, 2013 to Chief Compliance Officer Services Agreement dated December 29, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(34)
|
| (69) |
Amendment dated January 29, 2016 to Chief Compliance Officer Services Agreement dated December 29, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(51)
|
| (70) |
PFO Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
|
| (71) |
Chief Compliance Officer Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Banking and Finance Fund and the Emerald Growth Fund.(28)
|
| (72) |
Amendment dated July 31, 2014 to PFO Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Insights Fund.(41)
|
| (73) |
Amendment dated July 31, 2014 to Chief Compliance Officer Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Insights Fund.(41)
|
| (74) |
Amendment dated June 9, 2015 to PFO Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Small Cap Value Fund.(47)
|
| (75) |
Amendment dated June 9, 2015 to Chief Compliance Officer Services Agreement dated March 16, 2012 between Registrant and ALPS Fund Services, Inc. with respect to the Emerald Small Cap Value Fund.(47)
|
| (76) |
Amendment dated May 1, 2013 to Amended and Restated Chief Compliance Officer Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(35)
|
| (77) |
Amendment dated May 1, 2013 to PFO Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Reach Fund and Grandeur Peak Emerging Markets Opportunities Fund.(35)
|
| (78) |
Amendment dated June 29, 2015 to Amended and Restated Chief Compliance Officer Services Agreement dated September 11, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (79) |
Amendment dated June 29, 2015 to PFO Services Agreement dated September 11, 2013 between Registrant and ALPS Fund Services, Inc. with respect to the Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (80) |
Amended and Restated PFO Services Agreement effective January 1, 2016 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund. (58)
|
| (81) |
Amended and Restated Chief Compliance Officer Services Agreement dated April 15, 2016 between Registrant and ALPS Fund Services, Inc. with respect to the Seafarer Growth and Income Fund and the Seafarer Overseas Value Fund.(51)
|
| (82) |
Amendment dated December 16, 2016 to Amended and Restated PFO Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc. with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (83) |
Amendment dated
December 16, 2016
to Amended and Restated Chief Compliance Officer Services Agreement dated December 13, 2011 between Registrant and ALPS Fund Services, Inc.
with respect to the
Aspen Portfolio Strategy Fund.(55)
|
| (84) |
Principal Financial Officer Agreement dated March 23, 2017 between Registrant and ALPS Fund Services, Inc. with respect to the Rondure New World Fund and Rondure Overseas Fund. (57)
|
| (85) |
Chief Compliance Officer Agreement dated March 23, 2017 between Registrant and ALPS Fund Services, Inc. with respect to the Rondure New World Fund and Rondure Overseas Fund. (57)
|
| (86) |
Fee Waiver Letter Agreement dated December 13, 2016 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/WMC Research Value Fund.(56)
|
| (87) |
Fee Waiver Letter Agreement dated December 13, 2016 between Registrant and ALPS Advisors, Inc. with respect to the Clough China Fund.(56)
|
| (88) |
Fee Waiver Letter Agreement dated December 13, 2016 among Registrant, ALPS Advisors, Inc. and Red Rocks Capital LLC with respect to the ALPS/Red Rocks Listed Private Equity Fund.(56)
|
| (89) |
Fee Waiver Letter Agreement dated June 7, 2017 between Registrant and Vulcan Value Partners, LLC with respect to the Vulcan Value Partners and the Vulcan Value Partners Small Cap Funds.(60)
|
| (90) |
Fee Waiver Letter Agreement dated December 13, 2016 among Registrant, ALPS Advisors, Inc. and CoreCommodity Management, LLC with respect to the ALPS|CoreCommodity Management CompleteCommodities Strategy Fund.(56)
|
| (91) |
Fee Waiver Letter Agreement dated April 1, 2017 among Registrant, ALPS Advisors, Inc. and Kotak Asset Management Mahindra (Singapore) Pte. Ltd. with respect to the ALPS/Kotak India Growth Fund. (58)
|
| (92) |
Fee Waiver Letter Agreement dated June 7, 2017 between Registrant and Aspen Partners Ltd. with respect to the Aspen Managed Futures Strategy Fund and Aspen Portfolio Strategy Fund.(60)
|
| (93) |
Fee Waiver Letter Agreement dated December 13, 2016 between Registrant and ALPS Advisors, Inc. with respect to the ALPS/Alerian MLP Infrastructure Index Fund.(56)
|
| (94) |
Transfer Agency Annual Account Fee Waiver Letter Agreement dated August 31, 2017 between Registrant and ALPS Fund Services, Inc. with respect to the ALPS/Red Rocks Listed Private Equity Fund.(60)
|
| (95) |
Fee Waiver Letter Agreement dated June 7, 2017 between Registrant and Grandeur Peak Global Advisors, LLC with respect to the Grandeur Peak Global Opportunities Fund, Grandeur Peak International Opportunities Fund, Grandeur Peak Emerging Opportunities Fund, Grandeur Peak Global Reach Fund, Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Global Micro Cap Fund.(60)
|
| (96) |
Fee Waiver Letter Agreement dated June 7, 2017 between Registrant and Highland Associates, Inc. with respect to the Highland Resolute Fund (f/k/a Redmont Resolute Fund).(60)
|
| (97) |
Fee Waiver Letter Agreement dated June 7, 2017 between Registrant and Seafarer Capital Partners, LLC with respect to the Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund.(60)
|
| (98) |
Fee Waiver Letter Agreement dated June 7, 2017 between Registrant and Emerald Mutual Fund Advisers Trust with respect to the Emerald Growth Fund, Emerald Banking and Finance Fund, Emerald Insights Fund and Emerald Small Cap Value Fund.(60)
|
| (99) |
Fee Waiver Letter Agreement dated December 13, 2016 among Registrant, ALPS Advisors, Inc. and Metis Global Partners, LLC with respect to the ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund).(56)
|
| (100) |
Fee Waiver Letter Agreement dated March 23, 2017 between Registrant and Rondure Global Advisors LLC with respect to the Rondure New World Fund and Rondure Overseas Fund.(57)
|
| (1) |
Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Research Value Fund, Clough China Fund, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth Fund, ALPS/Alerian MLP Infrastructure Index Fund, and ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund) (to be filed by subsequent amendment).
|
| (2) |
Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to the Vulcan Value Partners Fund, Vulcan Value Partners Small Cap Fund, Aspen Managed Futures Strategy Fund, Aspen Portfolio Strategy Fund, The Disciplined Growth Investors Fund, Grandeur Peak Global Opportunities Fund, Grandeur Peak International Opportunities Fund, Grandeur Peak Global Reach Fund, Grandeur Peak Emerging Markets Opportunities Fund, Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund, Highland Resolute Fund (f/k/a Redmont Resolute Fund ), Seafarer Overseas Growth and Income Fund, Seafarer Overseas Value Fund, Emerald Banking and Finance Fund, Emerald Growth Fund, Emerald Insights Fund, Emerald Small Cap Value Fund, Rondure Overseas Fund and Rondure New World Fund.(60)
|
| (1) |
Consent of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm, with respect to the ALPS/Red Rocks Listed Private Equity, ALPS/WMC Research Value, Clough China, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth, ALPS/Alerian MLP Infrastructure Index, and ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Funds)(to be filed by subsequent amendment).
|
| (2) |
Consent of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm, with respect to Vulcan Value Partners Fund, Vulcan Value Partners Small Cap Fund, Aspen Managed Futures Strategy Fund, Aspen Portfolio Strategy Fund, The Disciplined Growth Investors, Grandeur Peak Global Opportunities, Grandeur Peak International Opportunities, Grandeur Peak Global Reach Fund, Grandeur Peak Emerging Markets Opportunities Fund, Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund, Redmont Resolute Fund (n/k/a Highland Resolute Fund), Seafarer Overseas Growth and Income, Seafarer Overseas Value Fund, Emerald Banking and Finance, Emerald Growth Fund, Emerald Insights Fund and Emerald Small Cap Value Fund.(60)
|
| (3) |
Tax Opinion of Davis Graham & Stubbs LLP, counsel to Registrant, with respect to Highland Resolute Fund (f/k/a Redmont Resolute Fund).(53)
|
| (k) |
None.
|
| (l) |
Form of Share Purchase Agreement with respect to the Registrant.(14)
|
| (1) |
Amended Distribution and Services Plan – ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Disciplined Value Fund), Clough China Fund, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth, ALPS/Alerian MLP Infrastructure Fund, and ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund), Investor Class(f/k/a Class A).(46)
|
| (2) |
Amended Distribution and Services Plan – ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Research Value Fund, Clough China Fund, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth, ALPS/Alerian MLP Infrastructure Fund, and ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund), Class C.(51)
|
| (3) |
Distribution and Services Plan – ALPS/Red Rocks Listed Private Equity Fund, Class R.(36)
|
| (4) |
Distribution and Services Plan – RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), Investor Class II (f/k/a Investor Class).(36)
|
| (5) |
Amended and Restated Shareholder Services Plan – ALPS/Red Rocks Listed Private Equity Fund, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, ALPS/Kotak India Growth, ALPS/Alerian MLP Infrastructure Fund, and ALPS/Metis Global Micro Cap Value Fund (f/k/a ALPS/Metis Global Micro Cap Fund), Investor Class (f/k/a Class A).(51)
|
| (6) |
Amended Shareholder Services Plan – ALPS/Red Rocks Listed Private Equity Fund, ALPS/WMC Research Value Fund (f/k/a ALPS/WMC Disciplined Value Fund), Clough China Fund, ALPS|CoreCommodity Management CompleteCommodities Strategy Fund, RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth, ALPS/Alerian MLP Infrastructure Fund and Class C.(46)
|
| (7) |
Amended Distribution and Services Plan – Aspen Managed Futures Strategy Fund and Aspen
Portfolio
Strategy Fund, Class A.(55)
|
| (8) |
Amended Shareholder Services Plan – Aspen Managed Futures Strategy Fund and
Aspen Portfolio Strategy Fund
, Class A.(55)
|
| (9) |
Amended Distribution and Services Plan – Grandeur Peak Global Opportunities Fund, Grandeur Peak International Opportunities Fund, Grandeur Peak Global Reach Fund, Grandeur Peak Emerging Markets Opportunities Fund, Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund, Investor Class.(45)
|
| (10) |
Amended and Restated Shareholder Services Plan – Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund, Investor Class.(51)
|
| (11) |
Amended and Restated Shareholder Services Plan – Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund, Institutional Class.(51)
|
| (12) |
Distribution and Services Plan – Emerald Banking and Finance Fund, Class A.(23)
|
| (13) |
Distribution and Services Plan – Emerald Banking and Finance Fund, Class C.(23)
|
| (14) |
Distribution and Services Plan – Emerald Banking and Finance Fund, Investor Class.(23)
|
| (15) |
Distribution and Services Plan – Emerald Growth Fund, Class A.(23)
|
| (16) |
Distribution and Services Plan – Emerald Growth Fund, Class C.(23)
|
| (17) |
Distribution and Services Plan – Emerald Growth Fund, Investor Class.(23)
|
| (18) |
Distribution and Services Plan – Emerald Insights Fund, Class A.(41)
|
| (19) |
Distribution and Services Plan – Emerald Insights Fund, Class C. (41)
|
| (20) |
Distribution and Services Plan – Emerald Insights Fund, Investor Class.(41)
|
| (21) |
Distribution and Services Plan – Emerald Small Cap Value Fund, Class A.(47)
|
| (22) |
Distribution and Services Plan – Emerald Small Cap Value Fund, Class C.(47)
|
| (23) |
Distribution and Services Plan – Emerald Small Cap Value Fund, Investor Class.(47)
|
| (24) |
Shareholder Services Plan – Emerald Banking and Finance Fund, Class C.(23)
|
| (25) |
Amended and Restated Shareholder Services Plan – Emerald Growth Fund, Emerald Banking and Finance Fund and Emerald Insights Fund, Institutional Class.(51)
|
| (26) |
Amended and Restated Shareholder Services Plan – Emerald Growth Fund, Emerald Banking and Finance Fund and Emerald Insights Fund, Investor Class.(51)
|
| (27) |
Shareholder Services Plan – Emerald Growth Fund, Class C.(23)
|
| (28) |
Shareholder Services Plan – Emerald Insights Fund, Class C.(41)
|
| (29) |
Shareholder Services Plan – Emerald Small Cap Value Fund, Class C.(47)
|
| (30) |
Distribution and Services Plan – ALPS/Metis Global Micro Cap Fund, Class C.(51)
|
| (31) |
Distribution and Services Plan – Rondure New World Fund and Rondure Overseas Fund, Investor Class. (57)
|
| (32) |
Shareholder Services Plan – Highland Resolute Fund, Class I (filed herewith).
|
| (1) |
Amended Rule 18f-3 Plan – ALPS/Red Rocks Listed Private Equity, ALPS/WMC Research Value (f/k/a ALPS/WMC Disciplined Value Fund), Clough China, ALPS|CoreCommodity Management CompleteCommodities Strategy, RiverFront Dynamic Allocation 100/0 Target (f/k/a RiverFront Global Growth Fund), RiverFront Dynamic Allocation 80/20 Target (f/k/a RiverFront Global Allocation Fund), RiverFront Dynamic Allocation 70/30 Target (f/k/a RiverFront Dynamic Equity Income Fund), RiverFront Dynamic Allocation 50/50 Target (f/k/a RiverFront Moderate Growth & Income Fund) and RiverFront Dynamic Allocation 30/70 Target (f/k/a RiverFront Conservative Income Builder Fund), ALPS/Kotak India Growth, ALPS/Alerian MLP Infrastructure and ALPS/Metis Global Micro Cap Value (f/k/a ALPS/Metis Global Micro Cap Fund) Funds.(51)
|
| (2) |
Amended Rule 18f-3 Plan – Aspen Managed Futures Strategy Fund and
Aspen Portfolio Strategy Fund.(55)
|
| (3) |
Amended Rule 18f-3 Plan - Grandeur Peak Global Opportunities Fund, Grandeur Peak International Opportunities Fund, Grandeur Peak Global Reach Fund, Grandeur Peak Emerging Markets Opportunities Fund, Grandeur Peak Global Stalwarts Fund, Grandeur Peak International Stalwarts Fund and Grandeur Peak Micro Cap Fund.(45)
|
| (4) |
Amended Rule 18f-3 Plan – Seafarer Overseas Growth and Income Fund and Seafarer Overseas Value Fund.(51)
|
| (5) |
Amended Rule 18f-3 Plan – Emerald Banking and Finance Fund, Emerald Growth Fund and Emerald Insights Fund. (41)
|
| (6) |
Amended Rule 18f-3 Plan – Emerald Banking and Finance Fund, Emerald Growth Fund, Emerald Insights Fund and Emerald Small Cap Value Fund.(47)
|
| (7) |
Rule 18f-3 Plan – Rondure New World Fund and Rondure Overseas Fund. (57)
|
| (o) |
Reserved.
|
| (1) |
Code of Ethics for Registrant, revised as of March 13, 2006.(2)
|
| (2) |
Code of Ethics for ALPS Holdings, Inc. (includes ALPS Advisors, Inc. and ALPS Distributors, Inc., each a subsidiary of ALPS Holdings, Inc.) revised as of July 1, 2017.(59)
|
| (3) |
Code of Ethics for Red Rocks Capital LLC as of December 31, 2008, as amended.(6)
|
| (4) |
Code of Ethics for Wellington Management Company, LLP as of July 1, 2016.(56)
|
| (5) |
Code of Ethics for Clough Capital Partners LP as of May 2, 2007.(7)
|
| (6) |
Code of Ethics for Vulcan Value Partners, LLC as of October 15, 2009.(11)
|
| (7) |
Code of Ethics for CoreCommodity Management, LLC (f/k/a Jefferies Asset Management, LLC).(12)
|
| (8) |
Code of Ethics for RiverFront Investment Group, LLC (filed herewith).
|
| (9) |
Code of Ethics for Aspen Partners Ltd.(20)
|
| (10) |
Code of Ethics for Disciplined Growth Investors, Inc.(19)
|
| (11) |
Code of Ethics for Grandeur Peak Global Advisors, LLC.(22)
|
| (12) |
Code of Ethics for Highland Associates, Inc.(25)
|
| (13) |
Code of Ethics for Seafarer Capital Partners, LLC (filed herewith).
|
| (14) |
Code of Ethics for Emerald Mutual Fund Advisers Trust.(23)
|
| (15) |
Code of Ethics for (Boston Partners Global Investors, Inc. (f/k/a/ Robeco Investment Management, Inc.)(37)
|
| (16) |
Code of Ethics for Metis Global Partners, LLC (46).
|
| (17) |
Code of Ethics for Incline Global Management, LLC.(55)
|
| (18) |
Code of Ethics for Rondure Global Advisors LLC. (57)
|
| (19) |
Code of Ethics for Chatham Asset Management, LLC. (58)
|
| (20) |
Code of Ethics for Kotak Mahindra Asset Management (Singapore) PTE LTD.(59)
|
| (1) |
Power of Attorney dated December 13, 2016.(55)
|
| (1) |
Incorporated by reference to the Post-Effective Amendment No. 7 to Registrant’s Registration Statement filed on August 28, 1997.
|
| (2) |
Incorporated by reference to the Post-Effective Amendment No. 30 to Registrant’s Registration Statement filed on August 28, 2006.
|
| (3) |
Incorporated by reference to the Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on September 5, 2007.
|
| (4) |
Incorporated by reference to the Post-Effective Amendment No. 33 to Registrant’s Registration Statement filed on November 20, 2007.
|
| (5) |
Incorporated by reference to the Post-Effective Amendment No. 34 to Registrant’s Registration Statement filed on May 6, 2008.
|
| (6) |
Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on June 12, 2009.
|
| (7) |
Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on August 20, 2009.
|
| (8) |
Incorporated by reference to the Post-Effective Amendment No. 40 to Registrant’s Registration Statement filed on August 28, 2009.
|
| (9) |
Incorporated by reference to the Post-Effective Amendment No. 41 to Registrant’s Registration Statement filed on September 29, 2009.
|
| (10) |
Incorporated by reference to the Post-Effective Amendment No. 43 to Registrant’s Registration Statement filed on October 13, 2009.
|
| (11) |
Incorporated by reference to the Post-Effective Amendment No. 46 to Registrant’s Registration Statement filed on December 29, 2009.
|
| (12) |
Incorporated by reference to the Post-Effective Amendment No. 52 to Registrant’s Registration Statement filed on June 15, 2010.
|
| (13) |
Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on June 25, 2010.
|
| (14) |
Incorporated by reference to the Post-Effective Amendment No. 57 to Registrant’s Registration Statement filed on June 30, 2010.
|
| (15) |
Incorporated by reference to the Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on July 30, 2010.
|
| (16) |
Incorporated by reference to the Post-Effective Amendment No. 62 to Registrant’s Registration Statement filed on August 30, 2010.
|
| (17) |
Incorporated by reference to the Post-Effective Amendment No. 66 to Registrant’s Registration Statement filed on January 28, 2011.
|
|
(18)
|
Incorporated by reference to the Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on April 29, 2011.
|
|
(19)
|
Incorporated by reference to the Post-Effective Amendment No. 75 to Registrant’s Registration Statement filed on July 13, 2011.
|
|
(20)
|
Incorporated by reference to the Post-Effective Amendment No. 77 to Registrant’s Registration Statement filed on August 1, 2011.
|
|
(21)
|
Incorporated by reference to the Post-Effective Amendment No. 80 to Registrant’s Registration Statement filed on August 29, 2011.
|
| (22) |
Incorporated by reference to the Post-Effective Amendment No. 82 to Registrant’s Registration Statement filed on September 22, 2011.
|
| (23) |
Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on December 23, 2011.
|
| (25) |
Incorporated by reference to the Post-Effective Amendment No. 88 to Registrant’s Registration Statement filed on December 29, 2011.
|
| (26) |
Incorporated by reference to the Post-Effective Amendment No. 90 to Registrant’s Registration Statement filed on January 30, 2012.
|
| (27) |
Incorporated by reference to the Post-Effective Amendment No. 97 to Registrant’s Registration Statement filed on July 24, 2012.
|
| (28) |
Incorporated by reference to the Post-Effective Amendment No. 99 to Registrant’s Registration Statement filed on August 28, 2012.
|
| (29) |
Incorporated by reference to the Post-Effective Amendment No. 102 to Registrant’s Registration Statement filed on October 5, 2012.
|
| (30) |
Incorporated by reference to the Form N-14 Registration Statement filed by the Registrant on November 19, 2012.
|
| (31) |
Incorporated by reference to the Post-Effective Amendment No. 104 to Registrant’s Registration Statement filed on November 29, 2012.
|
| (32) |
Incorporated by reference to the Pre-Effective Amendment No. 1 to Registrant’s Form N-14 Registration Statement filed by the Registrant on December 19, 2012.
|
| (33) |
Incorporated by reference to the Post-Effective Amendment No. 107 to Registrant’s Registration Statement filed on December 28, 2012.
|
| (34) |
Incorporated by reference to the Post-Effective Amendment No. 111 to Registrant’s Registration Statement filed on March 29, 2013.
|
|
(35)
|
Incorporated by reference to the Post-Effective Amendment No. 113 to Registrant’s Registration Statement filed on May 1, 2013.
|
| (36) |
Incorporated by reference to the Post-Effective Amendment No. 114 to Registrant’s Registration Statement filed on May 15, 2013.
|
| (37) |
Incorporated by reference to the Post-Effective Amendment No. 118 to Registrant’s Registration Statement filed on August 28, 2013.
|
| (38) |
Incorporated by reference to the Post-Effective Amendment No. 125 to Registrant’s Registration Statement filed on November 27, 2013.
|
| (39) |
Incorporated by reference to the Post-Effective Amendment No. 127 to Registrant’s Registration Statement filed on December 19, 2013.
|
| (40) |
Incorporated by reference to the Post-Effective Amendment No. 131 to Registrant’s Registration Statement filed on June 30, 2014.
|
| (41) |
Incorporated by reference to the Post-Effective Amendment No. 134 to Registrant’s Registration Statement filed on July 30, 2014.
|
| (42) |
Incorporated by reference to the Post-Effective Amendment No. 136 to Registrant’s Registration Statement filed on August 28, 2014.
|
| (43) |
Incorporated by reference to the Post-Effective Amendment No. 139 to Registrant’s Registration Statement filed on February 27, 2015.
|
| (44) |
Incorporated by reference to the Post-Effective Amendment No. 146 to Registrant’s Registration Statement filed on June 9, 2015.
|
| (45) |
Incorporated by reference to the Post-Effective Amendment No. 148 to Registrant’s Registration Statement filed on June 29, 2015.
|
| (46) |
Incorporated by reference to the Post-Effective Amendment No. 150 to Registrant’s Registration Statement filed on July 10, 2015.
|
| (47) |
Incorporated by reference to the Post-Effective Amendment No. 155 to Registrant’s Registration Statement filed on August 28, 2015.
|
| (48) |
Incorporated by reference to the Post-Effective Amendment No. 162 to Registrant’s Registration Statement filed on December 29, 2015.
|
| (49) |
Incorporated by reference to the Post-Effective Amendment No. 165 to Registrant’s Registration Statement filed on January 28, 2016.
|
| (50) |
Incorporated by reference to the Post-Effective Amendment No. 168 to Registrant’s Registration Statement filed on February 26, 2016.
|
| (51) |
Incorporated by reference to the Post-Effective Amendment No. 174 to Registrant’s Registration Statement filed on April 15, 2016.
|
|
(52)
|
Incorporated by reference to the Post-Effective Amendment No. 176 to Registrant’s Registration Statement filed on June 29, 2016.
|
|
(53)
|
Incorporated by reference to the Post-Effective Amendment No. 177 to Registrant’s Registration Statement filed on August 29, 2016.
|
|
(54)
|
Incorporated by reference to the Post-Effective Amendment No. 179 to Registrant’s Registration Statement filed on September 19, 2016.
|
|
(55)
|
Incorporated by reference to the Post-Effective Amendment No. 182 to Registrant’s Registration Statement filed on December 27, 2016.
|
|
(56)
|
Incorporated by reference to the Post-Effective Amendment No. 186 to Registrant’s Registration Statement filed on February 28, 2017.
|
| (57) |
Incorporated by reference to the Post-Effective Amendment No. 191 to Registrant’s Registration Statement filed on March 23, 2017.
|
| (58) |
Incorporated by reference to the Post-Effective Amendment No. 194 to the Registrant’s Registration Statement filed on May 10, 2017.
|
| (59) |
Incorporated by reference to the Post-Effective Amendment No. 196 to the Registrant’s Registration Statement filed on July 21, 2017.
|
| (60) |
Incorporated by reference to the Post-Effective Amendment No. 197 to the Registrant’s Registration Statement filed on August 28, 2017.
|
| Item 29. |
Persons Controlled by or Under Common Control with the Registrant
.
|
|
Item 30.
|
Indemnification
.
|
| Item 31. |
Business and Other Connections of Investment Advisers and SubAdvisers
.
|
|
Name*
|
Position with ALPS Advisors, Inc.
|
Other Business Connections
|
Type of Business
|
|
Edmund J. Burke
|
President, Director
|
See Trustee and Officer Table in SAI
|
Fund Servicing
|
|
Jeremy O. May
|
Executive Vice President, Director
|
President and Director, ALPS Fund Services, Inc. and ALPS Distributors, Inc., Executive Vice President and Director, ALPS Holdings, Inc., and Director, ALPS Portfolio Solutions Distributor, Inc.
|
Fund Servicing
|
|
Troy A. Duran
|
Senior Vice President, Chief Financial Officer
|
Senior Vice President, Chief Financial Officer of ALPS Portfolio Solutions Distributors, Inc., ALPS Distributors, Inc. and ALPS Fund Services, Inc., and Senior Vice President, Director of Corporate Development of ALPS Holdings, Inc.
|
Fund Servicing
|
|
Erin D. Nelson
|
Senior Vice President, Chief Compliance Officer
|
Chief Compliance Officer, Red Rocks Capital LLC.
|
Fund Servicing
|
|
Mark T. Haley
|
Vice President
|
Not Applicable
|
Not Applicable
|
|
Wyck Brown
|
Senior Vice President
|
Not Applicable
|
Not Applicable
|
|
Dennis P. Emanuel
|
Director of ETF and Closed-End Fund Strategy
|
Not Applicable
|
Not Applicable
|
|
Ryan Mischker
|
Vice President, Portfolio Management and Research
|
Not Applicable
|
Not Applicable
|
|
Andy Hicks
|
Vice President, Index Management
|
Not Applicable
|
Not Applicable
|
|
Hilary Quinn
|
Vice President
|
Vice President, ALPS Distributors, Inc., ALPS Portfolio Solutions Distributor, Inc. and ALPS Fund Services, Inc.
|
Fund Servicing
|
|
Jennifer Craig
|
Assistant Vice President
|
See Trustee and Officer Table in SAI
|
Fund Servicing
|
|
*
|
Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
|
|
**
|
The principal business address for Messrs. Young, Givens, Fleming and Dixon is 333 W. 11
th
Street, 5
th
Floor, Kansas City, Missouri 64105.
|
|
Name
*
|
Position with Red Rocks Capital LLC
|
Other Business Connections
|
Type of Business
|
|
Edmund J. Burke
|
Manager
|
See Trustee and Officer Table in SAI
|
Not Applicable
|
|
Gregg Wm. Givens
|
Vice President, Treasurer and Assistant Secretary
|
Vice President, Treasurer and Assistant Secretary, ALPS Advisors, Inc., ALPS Holdings, Inc., ALPS Distributors, Inc., ALPS Portfolio Solutions Distributor, Inc., ALPS Fund Services, Inc.
|
Not Applicable
|
|
Jeremy Held
|
Senior Vice President
|
Senior Vice President, Director of Research, ALPS Advisors, Inc.
|
Not Applicable
|
|
Randall D. Young
|
Secretary
|
Secretary, ALPS Advisors, Inc., ALPS Distributors, Inc., ALPS Fund Services, Inc., ALPS Holdings, Inc., and ALPS Portfolio Solutions Distributor, Inc.
|
Not Applicable
|
|
Douglas W. Fleming
|
Assistant Treasurer
|
Assistant Treasurer, ALPS Advisors, Inc., ALPS Holdings, Inc., ALPS Distributors, Inc., ALPS Portfolio Solutions Distributor, Inc., ALPS Fund Services, Inc.
|
Not Applicable
|
|
Erin Nelson
|
Chief Compliance Officer
|
Senior Vice President, Chief Compliance Officer, ALPS Advisors, Inc.
|
Not Applicable
|
|
Troy Duran
|
Chief Financial Officer
|
Sr. Vice Pres., Chief Financial Officer, ALPS Advisors, Inc., ALPS Holdings, Inc., ALPS Distributors, Inc., ALPS Portfolio Solutions Distributor, Inc. and ALPS Fund Services, Inc.
|
Not Applicable
|
|
Glenn Dreiling
|
Vice President, Operations
|
None
|
Not Applicable
|
|
Richard Baker**
|
Vice President, Marketing & Business Development
|
None
|
Not Applicable
|
|
Kirk McCowan**
|
Vice President, Portfolio Manager
|
None
|
Not Applicable
|
|
Andrew Drummond**
|
Vice President, Portfolio Manager
|
None
|
Not Applicable
|
|
*
|
The principal business address for each of the Red Rocks Capital LLC representatives is: 1290 Broadway, Suite 1100, Denver, Colorado 80203.
|
|
**
|
The principal business address for Messrs. Goldman and Sunderhuse is: 25188 Genesee Trail Road, Suite 250, Golden, Colorado 80401.
|
|
Name*
|
Position with Clough
Capital Partners LP |
Other Business Connections
|
Type of Business
|
|
Charles I. Clough, Jr.
|
Partner, Chief Executive Officer, Portfolio Manager
|
Not Applicable
|
Not Applicable
|
|
Daniel J. Gillis
|
Chief Compliance Officer
|
Not Applicable
|
Not Applicable
|
|
Austin C. McClintock
|
Chief Operating Officer/Chief Financial Officer
|
Not Applicable
|
Not Applicable
|
|
*
|
The
principal business address for each of the Clough Capital Partners LP representatives is: One Post Office Square, 40
th
Floor, Boston, Massachusetts 02109.
|
|
Name*
|
Position with Vulcan Value Partners
|
Other Business Connections
|
Type of Business
|
|
C.T. Fitzpatrick
|
Chief Executive Officer, Chief Investment Officer
|
Current - Chairman of the Board, Green Co. (Montgomery, Alabama)
|
Real Estate
|
|
Bruce Donnellan
|
Principal
|
Former - Acquisition Manager, Southern Power Company (Birmingham, Alabama)
|
Public Utility
|
|
Adam McClain
|
Principal /
President
|
Former - First Vice President, Private Wealth Management Group, Sun Trust Bank (Memphis, Tennessee)
|
Financial Services
|
|
Hampton McFadden
|
Principal
|
Director of Republic Capital Access
(Washington D.C.)
Former - Director of Republic Capital Access (Washington D.C.), Co-Founder, CEO, and General Counsel of Republic Capital Access (Washington D.C.)
|
Financial Services
|
|
Richard Davis
|
Principal/Chief Operating Officer/
Chief Financial Officer
|
Harbert Management Corporation (Birmingham, AL)
|
Financial Services
|
|
*
|
The
principal business address for each of the Vulcan Value Partners, LLC representatives is: 2801 Highway 280 South, Suite 300, Birmingham, AL 35223.
|
|
Name*
|
Position with CoreCommodity Management, LLC
|
Other Business Connections
|
Type of Business
|
|
Adam C. De Chiara
|
Co-President
|
None
|
N/A
|
|
Bradford L. Klein
|
Co-President
|
None
|
N/A
|
|
Andrew R. Kaplan
|
Executive Vice President, General Counsel and Secretary
|
None
|
N/A
|
|
Todd A. Streichler
|
Director of Finance
|
None
|
N/A
|
|
Michael S. Kaplan
|
Director of Operations
|
None
|
N/A
|
|
Michael S. Sheehy
|
Senior Vice President and Chief Compliance Officer
|
None
|
N/A
|
|
*
|
The principal business address for each of the CoreCommodity Management, LLC representatives is: 680 Washington Boulevard, 11
th
Floor, Stamford, Connecticut 06901.
|
|
Name*
|
Position with RiverFront Investment Group, LLC
|
Other Business Connections
|
Type of Business
|
|
Paul Michael Jones, CFA
|
Chairman & Chief Investment Officer
|
Chairman of Finance Committee for Maggie Walker Governor’s School
|
Non-profit foundation
|
|
Rod Smyth
|
Chief Investment Strategist
|
Virginia Retirement System (VRS) – Chairman, Investment Advisory Committee
|
Financial Services
|
|
Doug Sandler, CFA
|
Chief U.S. Equity Officer
|
None
|
N/A
|
|
Peter J. Quinn, Jr.
|
President & Chief Operating Officer
|
ResQd LLC/Advisor-LLC Member
|
LLC
|
|
Karrie Southall, CIPM
|
Chief Compliance Officer and Director of Operations & Trading
|
None
|
NA
|
|
Timothy Anderson, CFA
|
Chief Fixed Income Officer
|
None
|
N/A
|
|
Samuel Turner, CMT
|
Director of US Equity
|
None
|
N/A
|
|
Paul Louie
|
Director of US Equity
|
None
|
N/A
|
|
Adam Grossman, CFA
|
Chief Global Equity Officer
|
None
|
NA
|
|
William Ryder, CFA, CMT
|
Director of Risk Management
|
None
|
N/A
|
|
Chris Konstantinos, CFA
|
Director of International Portfolio Management
|
None
|
N/A
|
|
Kevin Nicholson
|
Chief Risk Officer
|
None
|
NA
|
|
Deva Meenakshisundaram, FRM
|
Chief of Quantitative Analytics
|
None
|
NA
|
|
Rebecca Felton
|
Director of Portfolio Risk Management
|
None
|
N/A
|
|
Rob Glownia
|
Fixed Income Analyst
|
None
|
N/A
|
|
*
|
The principal business address for each of the RiverFront representatives is: 1214 East Cary Street, Richmond, VA 23219.
|
|
Name*
|
Position with Kotak-Mahindra
|
Other Business Connections
|
Type of Business
|
|
Nitin Jain
|
Director & CEO, Kotak Mahindra Asset Management (Singapore) Pte Ltd.
|
Not Applicable
|
Not Applicable
|
|
*
|
The principal business address for Kotak Mahindra Asset Management (Singapore) Pte Ltd. is: 16 Raffles Quay, #35-02 Hong Leong Building, Singapore 048581.
|
|
Name*
|
Position with Aspen Partners, Ltd.
|
Other Business Connections
|
Type of Business
|
|
Bryan R. Fisher
|
Managing Partner
|
None
|
N/A
|
|
William Ware Bush
|
Partner
|
None
|
N/A
|
|
Nathan Dutzmann
|
Partner & Senior Financial Engineer
|
||
|
Davis Vick
|
Chief Compliance Officer
|
None
|
N/A
|
|
Deborah Terry
|
Chief Financial Officer
|
None
|
N/A
|
|
*
|
The principal business address for each of the Aspen Partners Ltd. representatives is: 9 East Franklin Street, Richmond, VA 23219.
|
|
Name*
|
Position with
Disciplined Investors, Inc. |
Other Business Connections
|
Type of Business
|
|
Fred Martin
|
Director and President
|
Compass Investors LP – Special Limited Partner
Navigator Investors, LP – Managing General Partner
|
Financial Services
Financial Services
|
|
Rob Nicoski
|
Portfolio Manager
|
None
|
N/A
|
|
Scott Link
|
Portfolio Manager
|
None
|
N/A
|
|
*
|
The principal business address for each of Disciplined Growth Investors, Inc. representatives is: Fifth Street Towers, Suite 2550, 150 South Fifth Street, Minneapolis, MN 55402.
|
|
Name*
|
Position with Grandeur Peak Global Advisors, LLC
|
Other Business Connections
|
Type of Business
|
|
Robert Thatcher Gardiner
|
Chairman, Director
|
Manager
Gardiner Investments, LLC
4247 Camille St.
Salt Lake City, UT 84124
Director (“Board of Managers”)
Gardiner Properties, LLC
1075 East 2100 South Salt Lake City, Utah 84106
Director
Animal Reference Pathology
525 E 4500 S #200
Salt Lake City, UT 84107
|
Investment holding company
Real estate development company
Veterinary lab testing
|
|
Blake Harold Walker
|
Chief Executive Officer, Director
|
Chairman, Director
Rondure Global Advisors, LLC
136 S Main St, Suite 720
Salt Lake City, UT 84101
|
Registered Investment Adviser
|
|
Eric W. Huefner
|
President, Chief Operating Officer, Chief Compliance Officer, Director
|
Chief Compliance Officer, Director
Rondure Global Advisors, LLC
136 S Main St, Suite 720
Salt Lake City, UT 84101
|
Registered Investment Adviser
|
|
*
|
The principal business address for each of Grandeur Peak Global Advisors, LLC representatives is: 136 S. Main Street, Suite 720, Salt Lake City, Utah 84101.
|
|
Name*
|
Position with Highland Associates, Inc.
|
Other Business Connections
|
Type of Business
|
|
William A. Terry
|
Founder and Partner
|
Protective Life Corporation
(Birmingham, AL)
Highland Information Services, Inc. (Birmingham, AL)
|
Insurance
Investments
|
|
Charles D. Perry, Jr.
|
Founder and Partner
|
Highland Strategies, LLC (Birmingham, AL)
Highland Information Services, Inc. (Birmingham, AL)
|
Investments
Investments
|
|
Jack W. Echols, III
|
President & Chief Executive Officer
|
N/A
|
N/A
|
|
Susan L. Padgett
|
Shareholder
|
N/A
|
N/A
|
|
R. Scott Graham
|
Chief Investment Officer, Managing Director and Shareholder
|
N/A
|
N/A
|
|
Michael T. Lytle
|
Managing Director and Shareholder
|
N/A
|
N/A
|
|
Paige B. Daniel
|
Managing Director and Shareholder
|
N/A
|
N/A
|
|
Hunter W. Craig
|
Director of Manager Research and Shareholder
|
N/A
|
N/A
|
|
J. Michael Thomas
|
Director and Shareholder
|
N/A
|
N/A
|
|
Scott W. Sealock
|
Vice President and Shareholder
|
N/A
|
N/A
|
|
*
|
The principal business address for each of the Highland Associates, Inc. representatives is: 2545 Highland Ave. South, Suite 200 Birmingham, AL 35205-2478.
|
|
Name*
|
Position with Seafarer Capital Partners, LLC
|
Other Business Connections
|
Type of Business
|
|
Andrew Foster
|
Chief Executive Officer,
Chief Investment Officer, Portfolio Manager
|
N/A
|
N/A
|
|
Michelle Foster
|
President
|
N/A
|
N/A
|
|
David Lenik
|
Compliance Officer
|
N/A
|
N/A
|
|
Paul Espinosa
|
Portfolio Manager
|
N/A
|
N/A
|
|
*
|
The principal business address for each of the Seafarer Capital Partners, LLC representatives is 1100 Larkspur Landing Circle, Suite 375, Larkspur, CA 94939.
|
|
Name*
|
Position with Emerald Mutual Funds
Advisers Trust
|
Other Business Connections
|
Type of Business
|
|
Kenneth Mertz
|
President, Chief Investment Officer and Portfolio Manager
|
President, Portfolio Manager
(since 1/1/92)
Emerald Advisers, Inc.
3175 Oregon Pike
Leola, PA 17540
|
Investment adviser
|
|
Daniel Moyer
|
Executive Vice President
|
Executive Vice President, Managing Director
(since 10/1/1992) and
Assistant Secretary
Emerald Advisers, Inc.
3175 Oregon Pike
Leola, PA 17540
Managing Director
(since 8/7/2009),
Secretary and Treasurer
Emerald Separate Account Management, LLC
3175 Oregon Pike
Leola, PA 17540
Executive Vice President, Secretary and Treasurer
Emerald Asset Management, Inc.
3175 Oregon Pike
Leola, PA 17540
Executive Vice President
Emerald Direct Lending Advisers, LLC
3175 Oregon Pike
Leola, PA 17540
|
Investment adviser
Investment adviser
Holding company
Investment adviser
|
|
James Meehan
|
Chief Compliance Officer
|
Chief Compliance Officer
(since 5/1/2009)
Emerald Advisers, Inc.
3175 Oregon Pike
Leola, PA 17540
Chief Compliance Officer
(since 8/7/2009)
Emerald Separate Account Management, LLC
3175 Oregon Pike
Leola, PA 17540
Chief Compliance Officer
(since 9/30/2015)
EmStone Advisers, LLC
3175 Oregon Pike
Leola, PA 17540
|
Investment adviser
Investment adviser
Investment adviser
|
| Name * |
Position with Emerald Mutual Funds
Advisers Trust
|
Other Business Connections | Type of Business |
|
Richard A. Giesen, Jr.
|
Portfolio Manager, Emerald Small Cap Value Fund
|
Managing Director
Value Equity Strategy
Emerald Advisers, Inc.
3175 Oregon Pike
Leola, PA 17540
|
Investment adviser
|
|
Ori Elan
|
Portfolio Manager, Emerald Small Cap Value Fund
|
Portfolio Manager
Emerald Advisers, Inc.
3175 Oregon Pike
Leola, PA 17540
|
Investment adviser
|
|
*
|
The principal business address for each of the Emerald Mutual Funds Advisers Trust representatives is 3175 Oregon Pike, Leola, PA 17540.
|
|
Name*
|
Position with Boston Partners Global Investors, Inc.
|
Other Business Connections
|
Type of Business
|
|
Mark E. Donovan
|
Co-Chief Executive Officer
|
Robeco Institutional Asset Management US Inc.
|
Investment Advisory
|
|
Joseph F. Feeny, Jr.
|
Co-Chief Executive Officer and Chief Executive Officer
|
(1) Robeco US Holding, Inc.
(2) Robeco Trust Company
|
(1) Holding company
(2) Non-depository trust company
|
|
William George Butterly, III
|
Senior Managing Director, Chief Operating Officer, General Counsel, Chief Compliance Officer & Secretary
|
(1) Robeco Institutional Asset Management US Inc.
(2) Robeco Securities, L.L.C.
(3) Robeco Trust Company
(4) RobecoSAM USA, Inc.
(5) Robeco Boston Partners (UK) Limited
|
(1) Investment Advisory
(2) Broker-Dealer
(3) Non-depositary Trust Company
(4) Investment Advisory
(5) Private Limited Company (UK)
|
|
Matthew J. Davis
|
Senior Managing Director, Treasurer & Chief Financial Officer
|
(1) Robeco Institutional Asset Management US Inc.
(2) Robeco Securities, L.L.C.
(3) Robeco Trust Company
(4) Robeco Boston Partners (UK) Limited
|
(1) Investment Advisory
(2) Broker-Dealer
(3) Non-depositary Trust Company
(5) Private Limited Company (UK)
|
|
Masaki Kowano
|
Director
|
ORIX Company of Japan
|
Financial Services
|
|
*
|
The principal business address for each of the executive officers is One Beacon Street, 30th Floor, Boston, MA 02108.
|
|
Name*
|
Position with Metis Global Partners, LLC
|
Other Business Connections
|
Type of Business
|
|
Machel L. Allen
|
Managing Member, President, Chief Investment Officer
|
N/A
|
N/A
|
|
Irina Gorokhov
|
Member, Research Analyst
|
N/A
|
N/A
|
|
*
|
The principal business address for each of the principal executive officers is 11988 El Camino Real, San Diego, California 92130.
|
|
Name*
|
Position with Metis Global Partners, LLC
|
Other Business Connections
|
Type of Business
|
|
Jeff Lignelli
|
Founder, CEO and Portfolio Manager
|
N/A
|
N/A
|
|
*
|
The principal business address for each of the principal executive officers is 40 West 57
th
Street, Suite 1430, New York, New York 10019.
|
|
*
|
The principal business address for each of the Rondure Global Advisors, LLC representatives is:136 S. Main Street, Suite 720, Salt Lake City, Utah 84101.
|
|
Name*
|
Position with Chatham Asset Management, LLC
|
Other Business Connections
|
Type of Business
|
|
Anthony Melchiorre
|
Founder, Partner, Chief Investment Officer and Portfolio Manager
|
N/A
|
N/A
|
|
Kevin O’Malley
|
Partner and Portfolio Manager
|
N/A
|
N/A
|
|
Evan Ratner
|
Partner, Portfolio Manager and Director of Research
|
N/A
|
N/A
|
|
Barry Schwartz
|
Partner and Senior Analyst
|
N/A
|
N/A
|
|
Feisai Alibhai
|
Partner and Senior Analyst
|
N/A
|
N/A
|
|
Jim Ruggerio
|
Partner and Chief Financial Officer/Chief Compliance Officer
|
N/A
|
N/A
|
|
*
|
The principal business address for each of the principal executive officers is 26 Main Street, Suite 204, Chatham, New Jersey 07928.
|
|
1.
|
While the partners are not involved in any other business, profession, vocation or employment of a substantial nature, we note that several of the partners do have outside business interests that are passive in nature.
|
|
2.
|
Several of the partners sit on the board of local charities (e.g. local religious, local hospital, for example.)
|
|
3.
|
All outside activities must be pre-cleared by the Chief Compliance Officer (CCO) at Chatham.
|
|
4.
|
Neither the passive business interests nor the board seats alters in any way the ability of the partners to focus on the management of the fund. All partners devote the overwhelming amount of their time, attention and commitment to the business of Chatham Asset Management.
|
|
Item 32.
|
Principal Underwriters.
|
|
Name*
|
Position with Underwriter
|
Positions with Fund
|
|
Edmund J. Burke
|
Director
|
See Trustee and Officer Table in SAI
|
|
Jeremy O. May
|
President, Director
|
None
|
|
Bradley J. Swenson
|
Senior Vice President
|
None
|
|
Robert J. Szydlowski
|
Senior Vice President, Chief Technology Officer
|
None
|
|
Gregg Wm. Givens**
|
Vice President, Treasurer and Assistant Secretary
|
None
|
|
Troy A. Duran
|
Senior Vice President, Chief Financial Officer
|
None
|
|
Eric Parsons
|
Vice President, Controller and Assistant Treasurer
|
None
|
|
Randall D. Young**
|
Secretary
|
None
|
|
Douglas W. Fleming**
|
Assistant Treasurer
|
None
|
|
Steven Price
|
Vice President, Chief Compliance Officer
|
None
|
|
Daniel Dolan
|
Senior Vice President
|
None
|
|
Kevin J. Ireland
|
Senior Vice President
|
None
|
|
Mark R. Kiniry
|
Senior Vice President
|
None
|
|
Liza Orr
|
Vice President, Senior Counsel
|
None
|
|
Jed Stahl
|
Vice President, Senior Counsel
|
None
|
|
Josh Eihausen
|
Vice President, Associate Senior Counsel
|
None
|
|
Terence Digan
|
Vice President
|
None
|
|
James Stegall
|
Vice President
|
None
|
|
Gary Ross
|
Senior Vice President
|
None
|
|
Tison Cory
|
Vice President
|
None
|
|
Hilary Quinn
|
Vice President
|
None
|
|
Jennifer Craig
|
Assistant Vice President
|
None
|
|
*
|
Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
|
|
**
|
The principal business address for Messrs. Givens, Young and Fleming is 333 W. 11
th
Street, 5
th
Floor, Kansas City, Missouri 64105.
|
|
Name*
|
Position with Underwriter
|
Positions with Fund
|
|
Edmund J. Burke
|
Director
|
See Trustee and Officer Table in SAI
|
|
Jeremy O. May
|
President, Director
|
None
|
|
Bradley J. Swenson
|
Senior Vice President, Chief Operating Officer
|
None
|
|
Robert J. Szydlowski
|
Senior Vice President, Chief Technology Officer
|
None
|
|
Steven Price
|
Vice President, Chief Compliance Officer
|
None
|
|
Eric T. Parsons
|
Vice President, Controller and Assistant Treasurer
|
None
|
|
Randall D. Young**
|
Secretary
|
None
|
|
Gregg Wm. Givens**
|
Vice President, Treasurer and Assistant Secretary
|
None
|
|
Douglas W. Fleming**
|
Assistant Treasurer
|
None
|
|
Liza Orr
|
Vice President, Senior Counsel
|
None
|
|
Jed Stahl
|
Vice President, Senior Counsel
|
None
|
|
Josh Eihausen
|
Vice President, Associate Senior Counsel
|
None
|
|
Troy A. Duran
|
Senior Vice President, Chief Financial Officer
|
None
|
|
James Stegall
|
Vice President, Institutional Sales Manager
|
None
|
|
Gary Ross
|
Senior Vice President
|
None
|
|
Kevin Ireland
|
Senior Vice President
|
None
|
|
Mark Kiniry
|
Senior Vice President
|
None
|
|
Stephen J. Kyllo
|
Vice President, Deputy Chief Compliance Officer
|
None
|
|
Tison Cory
|
Vice President, Intermediary Operations
|
None
|
|
Hilary Quinn
|
Vice President
|
None
|
|
Jennifer Craig
|
Assistant Vice President
|
See Trustee and Officer Table in SAI
|
|
*
|
Except as otherwise noted, the principal business address for each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
|
|
**
|
The principal business address for Messrs. Young, Givens and Fleming is 333 W. 11
th
Street, 5
th
Floor, Kansas City, Missouri 64105.
|
| (c) |
Not applicable.
|
| Item 33. |
Location of Accounts and Records
.
|
| Item 34. |
Management Services
.
|
| Item 35. |
Undertakings
.
|
|
FINANCIAL INVESTORS TRUST
(Registrant)
|
|||
|
By
:
|
/
s/ Edmund J. Burke
|
||
|
Edmund J. Burke
|
|||
|
President
|
|||
|
Signature
|
Title
|
Date
|
||
|
/s/ Edmund J. Burke
|
President and Trustee
|
December 29, 2017
|
||
|
Edmund J. Burke
|
||||
|
/s/ Jeremy W. Deems
|
Trustee
|
December 29, 2017
|
||
|
Jeremy W. Deems*
|
||||
|
/s/ Mary K. Anstine
|
Chairman and Trustee
|
December 29, 2017
|
||
|
Mary K. Anstine*
|
||||
|
/s/ Jerry G. Rutledge
|
Trustee
|
December 29, 2017
|
||
|
Jerry G. Rutledge*
|
||||
|
/s/ Michael “Ross” Shell
|
Trustee
|
December 29, 2017
|
||
|
Michael “Ross” Shell*
|
||||
|
/s/ Kimberly R. Storms
|
Treasurer
|
December 29, 2017
|
||
|
Kimberly R. Storms
|
|
*
|
Signature affixed by Karen Gilomen pursuant to a power of attorney dated December 13, 2016 filed on December 27, 2016.
|
|
(m)(32)
|
Shareholder Services Plan – Highland Resolute Fund, Class I
|
|
(p)(8)
|
Code of Ethics for RiverFront Investment Group, LLC
|
|
(p)(14)
|
Code of Ethics for Seafarer Capital Partners, LLC
|
|
By:
|
/s/ Edmund J. Burke
|
|
|
Name:
|
Edmund J. Burke
|
|
|
Title:
|
President
|
|
| I. |
General
|
| · |
Place client interests ahead of RiverFront’s
– As a fiduciary, RiverFront will serve in its clients’ best interests. In other words, Employees may not benefit at the expense of clients.
|
| · |
Engage in personal investing that is in full compliance with RiverFront’s Code of Ethics
– Employees must review and abide by RiverFront’s Personal Securities Transaction and Insider Trading Policies.
|
| · |
Ensure employees do not take advantage of their positions
– Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with RiverFront, or on behalf of a client, unless in compliance with the Gift Policy below.
|
| · |
Maintain full compliance with the Federal Securities Laws
1
– Employees must abide by the standards set forth in Rule 204A-1 under the Advisers Act.
|
| II. |
Guiding Principles & Standards of Conduct
|
| · |
Place the integrity of the investment profession, the interests of clients, and the interests of RiverFront above one’s own personal interests;
|
| · |
Adhere to the fundamental standard that no one should take inappropriate advantage of their
position; |
| · |
Avoid any actual or potential material conflict of interest without first consulting with the Chief Compliance Officer and/or the Conflicts Committee;
|
| · |
Conduct all personal securities transactions in a manner consistent with this policy;
|
| · |
Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;
|
| · |
Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on themselves, the firm, and the profession;
|
|
1
|
The term
“Federal securities laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of
the Treasury.
|
| · |
Promote the integrity of, and uphold the rules governing, capital markets;
|
| · |
Maintain and improve professional competence and strive to maintain and improve the competence of other investment professionals; and
|
| · |
Comply with applicable provisions of the Federal Securities Laws.
|
|
RiverFront has zero tolerance for retaliatory actions and therefore may subject offenders to more severe action than set forth in this Code of Ethics. In order to minimize the potential for such behavior, all reports of Code of Ethics violations will be treated as being made on an anonymous basis.
|
| III. |
Reporting Securities Law Violations (Whistle Blower Policies and Procedures)
|
| · |
Any information submitted must be in writing and be derived from an associate’s independent knowledge or independent analysis, not already known to the SEC and not part of any public record to be considered original information.
|
| · |
There can be no outstanding subpoena, inquiry, or demand for the information.
|
| · |
Certain persons are generally excluded from the Whistleblower award program. These include:
|
| o |
An employee whose principal duties involve compliance or internal audit responsibilities, or who was employed by or otherwise associated with a firm retained to perform compliance or internal audit functions for an entity;
|
| o |
Employed by or otherwise associated with a firm retained to conduct an inquiry or investigation into possible violations of law; or
|
| o |
An employee of, or other person associated with, a public accounting firm, if he or she obtained the information through the performance of an engagement required of an independent public accountant under the federal securities laws, and that information related to a violation by the engagement client or the client’s directors, officers or other
employees. |
| · |
The SEC will consider a number of factors when determining the amount of any award. Among these is the culpability of an associate or that associate’s involvement in any situation. While culpability may not eliminate an award, it could be a factor that reduces the amount of the award. Thus, there is no amnesty provided to individuals who submit information to the SEC.
|
| · |
Information obtained through an entity’s legal, compliance, audit, or similar functions or processes for identifying, reporting, and addressing potential non-compliance with law is not considered original information and is not eligible for a whistleblower award.
|
|
IV.
|
Personal Securities Transaction Policy
|
| · |
Direct obligations of the Government of the United States;
|
| · |
Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
|
| · |
Shares issued by money market funds;
|
| · |
Shares issued by open-end funds other than Reportable Funds
2
; and
|
| · |
Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
|
| · |
Securities held in a person’s own name;
|
| · |
Securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements;
|
| · |
Securities held by a bank or broker as a nominee or custodian on a person’s behalf or pledged as collateral for a loan; and
|
| · |
Securities owned by a corporation that is directly or indirectly controlled by, or under common control with, such person.
|
|
2
|
A “Reportable Fund” means (a) any mutual fund for which RiverFront serves as the investment adviser; or (b) any mutual fund whose investment adviser or principal underwriter controls RiverFront, is controlled by RiverFront, or is under common control with RiverFront.
|
|
3
|
The term “initial public offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. The term “limited offering” is defined as an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505, or 506 of Regulation D.
|
| 1. |
Initial Holdings and Account Reporting
|
| (a) |
the title and type of Security;
|
| (b) |
as applicable, depending on the type of Security, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Security;
|
| (c) |
the name of any broker, dealer or bank with which the Employee maintains an account in which any Security is held for the Employee’s direct or indirect benefit; and
|
| (d) |
the date of the statement.
|
| 2. |
Quarterly Transaction Reporting
|
| · |
The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security;
|
| · |
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
|
| · |
The price of the reportable security at which the transaction was effected;
|
| · |
The name of the broker, dealer or bank through which the transaction was effected; and,
|
| · |
The date of the statement or other submission of the transactions(s).
|
| · |
Transactions effected for or securities held in, any account over which the Employee has no direct or indirect influence or control; or
|
| · |
Transactions effected pursuant to an automatic investment plan.
|
| 3. |
Annual Holdings and Account Reporting
|
| · |
The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the Employee has any direct or indirect beneficial ownership;
|
| · |
The name of any broker, dealer or bank with which the Employee maintains an account in which any securities were held for their direct or indirect benefit; and
|
| · |
The date the Employee submits the report.
|
| · |
Frequent and/or short-term trades;
|
| · |
Trading opposite of client trades; and
|
| · |
Front-running client accounts, which is a practice generally understood to be Employees personally trading ahead of clients.
|
| V. |
Insider Trading Policy
|
| · |
Trading by an insider while in possession of Material Non-Public Information; or
|
| · |
Trading by a non-insider while in possession of Material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or
|
| · |
Communicating Material Non-Public Information to others in breach of a fiduciary duty.
|
| · |
Dividend or earnings announcements
|
| · |
Write-downs or write-offs of assets
|
| · |
Additions to reserves for bad debts or contingent liabilities
|
| · |
Expansion or curtailment of company or major division operations
|
| · |
Merger, joint venture announcements
|
| · |
New product/service announcements
|
| · |
Discovery of research developments
|
| · |
Criminal, civil and government investigations and indictments
|
| · |
Pending labor disputes
|
| · |
Debt service or liquidity problems
|
| · |
Bankruptcy or insolvency problems
|
| · |
Tender offers, stock repurchase plans, etc.
|
| · |
Information concerning upcoming research analyst recommendations (upgrades/downgrades) prior to dissemination
|
| · |
Recapitalization
|
| · |
Trading by an insider while in possession of Material Non-Public Information;
|
| · |
Trading by a non-insider while in possession of Material Non-Public Information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or,
|
| · |
Communicating Material Non-Public Information to others in breach of a fiduciary duty.
|
| · |
Shall not trade the securities of any company in which they are deemed insiders who may possess Material Non-Public Information about the company.
|
| · |
Shall not engage in securities transactions of any company, except in accordance with RiverFront’s Personal Security Transaction Policy and the Federal securities laws.
|
| · |
Shall not discuss any potentially Material Non-Public Information with colleagues, except as specifically required by their position.
|
| · |
Shall immediately report the potential receipt of Material Non-Public Information to the CCO.
|
| · |
Shall not proceed with any research, trading, etc. until the CCO informs the Employee of the appropriate course of action.
|
| VI. |
Outside Business Activities
|
| VII. |
Diversion of Firm Business or Investment Opportunity
|
| VIII. |
Gifts and Entertainment
|
| · |
that reasonably could be expected to compromise their own or another’s independence and objectivity; or
|
| · |
that competes with, or might reasonably be expected to create a conflict of interest with, their employer’s interest unless they obtain written consent from all parties involved.
|
| · |
Gifts must be reasonable in terms of frequency and value. It may be reasonable to give or receive gifts at a more frequent basis under certain limited circumstances (
i.e
., holiday season).
|
| · |
Employees should not accept gifts, favors, or other things of value which could influence their decision-making or make the Employee feel beholden to any Outside Entity.
|
| · |
Employees should not offer gifts, favors, or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making an Outside Entity feel beholden to RiverFront.
|
| · |
Gifts should not be sent to an Employee’s home. If they are, the Employee must request that the gift giver discontinue this practice in the future.
|
| · |
Employees may RECEIVE gifts from an Outside Entity so long as their aggregate annual value does not exceed the equivalent of $100 (either one single gift, or in aggregate from the same person/entity on an annual basis). Employees may GIVE gifts to an Outside Entity so long as the aggregate annual value does not exceed the equivalent of $100 (either one single gift, or in aggregate from the same person/entity on an annual basis).
|
| · |
To determine an item’s value, use the higher of cost, face, or market value (
i.e.,
what it would cost to purchase on the open market).
|
| · |
If a department (as opposed to an individual) receives a gift that is valued in excess of the $100 limit, it can be shared among Employees, provided no single Employee’s pro rata share of the gift exceeds the $100 limit.
|
| · |
Under no circumstances should cash gifts be given to or accepted from an Outside Entity. Gift cards for products or services may be given or received if the amount is $35 or less. Visa or other cards that are not intended for a specific retailer are considered cash and are not allowed to be given or received as gifts.
|
| · |
Any gift that is prohibited should be refused; however, if it is not possible in the interest of business, the gift should be donated to a charitable organization after consultation with your immediate supervisor and the CCO. Alternatively, with the approval of the CCO, the gift can be awarded to the winner of a random drawing of an identified group of employees of an appropriate size.
|
| · |
This policy applies to gifts given to or received by family and friends on behalf of Employees, vendors or clients.
|
| · |
This policy also applies with respect to personal gifts, such as wedding or baby gifts, if paid for by RiverFront. Personal gifts given during the holiday season or for other life events are excluded as personal in nature if the following criteria is met: (1) there is a pre-existing family or personal relationship; (2) the gift was paid for by the Employee; AND, (3) the gift is not related to the business of the recipient.
|
| · |
Gifts of nominal value that either have the RiverFront logo or the giving firm’s logo are excluded from this policy. Nonetheless, as noted previously in this Code, the giving or receipt of gifts of nominal value should not be so frequent as to raise any question of impropriety.
|
| · |
Entertainment must be reasonable in terms of frequency and value.
|
| · |
Employees should not accept entertainment of value which could influence their decision-making or make the Employee feel beholden to an Outside Entity.
|
| · |
Employees should not offer entertainment that could be viewed as overly generous or aimed at influencing decision-making or making an Outside Entity feel beholden to RiverFront.
|
| · |
Entertainment involving personnel associated with Outside Entities may only be used to foster and promote business relationships with Outside Entities.
|
| · |
Employees may attend business meals, business-related conferences, sporting events and other entertainment events at the expense of the giver, so long as the expense is reasonable and both the Employee and the giver are present. If the value of business entertainment received or given exceeds $250 per person in value, Employees must obtain prior written approval from the CCO or her designee. Prior to receiving entertainment from any brokerage firms with which RiverFront places step-out trades or mutual fund trades (meals excluded), Employees must obtain pre-approval from the CCO or her designee, regardless of value.
|
| · |
Conferences, educational seminars, and other public appearances where another party is paying for any costs related to RiverFront’s attendance, including co-sponsorships are required to be reported to Compliance via the Gifts and Entertainment Log.
|
| · |
Formal meals received by Employees are subject to the reporting requirements. These meals are required to be reported to Compliance.
Tip:
While the cost of a meal may seem insignificant, the frequency of a third party providing a meal to Employees may raise questions about whether or not a conflict of interest exists.
|
| · |
This policy applies to entertainment given to or received by family and friends on behalf of Employees, vendors or clients.
|
| · |
If RiverFront is paying for or sponsoring an event or activity, a RiverFront employee must be present.
|
| IX. |
Political Contributions
|
| · |
Political Contributions
– An Investment Adviser (“IA”) that makes a political contribution to an elected official in (or candidate for) a position to influence the selection of the adviser is barred for two years from providing advisory services for compensation, either directly or indirectly. Executives and employees of the adviser are permitted to make contributions of up to $350 per candidate per election if the contributor is entitled to vote for the candidate, and up to $150 per candidate per election if the contributor is not entitled to vote for the candidate.
|
| · |
Solicitation of Contributions
– The IA and its employees are prohibited from asking another person or political action committee to make contributions to the official or candidate (as described above), or making a payment to a political party of the state or locality where the advisor seeks to provide advisory services to the government.
|
| · |
Third Party Solicitors
– The IA and its employees and executives may not pay a third party to solicit a government client on behalf of the IA unless the third party is an SEC-registered investment adviser or broker-dealer subject to similar pay-to-play restrictions.
|
| · |
Indirect Contributions and Solicitations
– IAs and their employee and executives are prohibited from attempting to circumvent the above rules by directing other parties (lawyers, spouses, acquaintances, etc.) to do anything that would violate the above if it had been done directly.
|
| · |
RiverFront is prohibited from making political contributions of any kind.
|
| · |
RiverFront will not indirectly cause any third party to engage in any action in which it cannot engage directly.
|
| · |
If any RiverFront donations and solicitations, or substantive suspicions of RiverFront donations and solicitations are discovered to have occurred since June 30, 2008, they must be immediately reported to the CCO.
|
| · |
RiverFront employees, officers, and executives (“Employees”) need to take special care in their political contributions. Employees may contribute according to the following guidelines:
|
| o |
Up to $350 per candidate per election cycle to incumbents or candidates for whom they are eligible to vote, without prior approval.
|
| o |
Up to $150 per candidate per election cycle to other incumbents or candidates, without prior approval.
|
| o |
Any other donation must have prior written approval from the CCO or her designee.
|
| · |
Employees will not solicit contributions from any person, political action committee (PAC), or other entity that the Employee may not give to directly on behalf of him/herself.
|
| · |
Employees will not indirectly cause any third party to engage in any action in which they may not engage directly, including members of their household and adult children.
|
| · |
All Employee contributions and/or solicitations must be reported in writing to the CCO immediately, even within the limitations of this policy.
|
| · |
Once a year, each employee will be required to attest that they have reported all political contributions to the CCO and that these contributions were in compliance with RiverFront’s policies and procedures. Political contributions and the annual attestation will be requested, approved and documented through the PTA platform.
|
| · |
Maintain a current log of all political contributions and solicitations made by RiverFront employees, or firm contributions and solicitations discovered in violation of firm policy;
|
| · |
Maintain a log of requests cited above, with the CCO’s findings;
|
| · |
Take appropriate remedial or disciplinary action to any Employee who violates any provision of this pay-to-play policy, up to and including termination.
Note: Failure to obtain pre-approval for a political contribution above the
de minimis
amounts (as described above) is a violation of this Code of Ethics and subject to the sanctions described above.
|
| · |
Maintain a log of any RiverFront or Employee violations of the Political Contributions policy and the remedial or disciplinary action that resulted; and
|
| · |
Coordinate the annual attestation and related employee, Executive, and Director reporting required under this policy.
|
|
X.
|
Miscellaneous Provisions
|
| · |
Initial Holdings Attestation
|
| · |
Initial Brokerage Accounts Attestation
|
| · |
Initial RiverFront Employee Certification
|
| · |
Initial Employee Conflicts Attestation
|
| · |
Initial Social Media Attestation
|
| · |
Initial Mobile Device Disclosure
|
| · |
Annual Holdings Attestation
|
| · |
Annual Brokerage Accounts Attestation
|
| · |
Annual RiverFront Employee Certification
|
| · |
Annual Social Media Attestation
|
| · |
Annual Mobile Device Disclosure
|
| · |
Semi-Annual Conflicts Attestation
|
| · |
Quarterly Employee Certification
|
|
XII.
|
Sanctions
|
| XIII. |
Disclosure
|
| IXX. |
Recordkeeping
|
| · |
A copy of this Code of Ethics and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;
|
| · |
A record of any material violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;
|
| · |
A record of all written acknowledgements (annual certifications) as required by the Manual for each person who is currently, or with the past five years was, an Employee of RiverFront shall be preserved by the Company in an easily accessible place;
|
| · |
A copy of each report made pursuant to this Code of Ethics by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;
|
| · |
A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code of Ethics, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place; and
|
| · |
The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any Private Offering or IPO by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.
|
| XX. |
Responsibility
|
|
1
|
Supervised Persons is defined in Section 1: Overview of the Compliance Program, and includes the firm’s employees, officers, directors, service members and managing members. For the purposes of this Code of Ethics, all Supervised Persons of Seafarer are considered Access Persons as defined by Rule 17j-1 of the 1940 Act and Rule 204A-1 of the Advisers Act.
|
| · |
Employing any device, scheme, or artifice to defraud a client or prospective client;
|
| · |
Engaging in any transaction, practice, or course of business which defrauds or deceives a client or prospective client;
|
| · |
Making any untrue statement of a material fact to a client or prospective client or omitting to state a material fact necessary to make the statement made in light of the circumstances under which they are made not misleading; and
|
| · |
Engaging in fraudulent, deceptive or manipulative practices.
|
|
1
|
For the purposes of this Code of Ethics, all Supervised Persons of Seafarer are considered Access Persons as defined by Rule 17j-1 of the 1940 Act.
|
| 1. |
Definitions of Terms used for Personal Securities Reporting and Transactions
|
| · |
Various debt obligations issued by the U.S. government;
|
| · |
Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
|
| · |
Shares issued by money market funds; and
|
| · |
Shares issued by open-end mutual funds that fall outside of the "Affiliated Funds" described in section c) above.
|
| 2. |
Personal Securities Reporting Obligations
|
| i) |
Initial and Annual Holding Reports on Current Securities Holdings
|
| ii) |
Quarterly Transaction Reports
|
|
1
|
Autom
atic
Investment Plan
means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
|
|
2.
|
Code of Ethics, Insider Trading, and Personal Securities Transactions
|
| iii) |
Exceptions to Reporting Obligations
|
| 3. |
Personal Securities Transactions Prohibitions and Pre-Clearance
|
| i) |
It is the Firm’s policy that Covered Persons are prohibited from purchasing or selling any
Investment Mandate Securities
in their Covered Accounts during their employment at Seafarer. If a Covered Person unintentionally acquires shares of an Investment Mandate Security due to inheritance or via other means, such Covered Person will declare the security to the Compliance Department at their first opportunity to do so. Seafarer’s Chief Compliance Officer may permit a Supervised Person to continue holding such Investment Mandate Securities. The Chief Compliance Officer will supervise that Covered Person’s ongoing holdings in and/or disposition of the security in order to monitor and guard against potential conflicts of interest. No Covered Person may dispose of an Investment Mandate Security without first submitting to the Chief Compliance Officer a request in writing and receiving his or her written approval (as described in section 3(ii) below). Dividend reinvestment, rights offerings or other similar corporate actions on a Covered Person’s existing positions in Investment Mandate Securities are permissible and need not be approved in advance.
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| ii) |
Seafarer’s Chief Compliance Officer may grant an exception to the selling prohibition described in Section 3(i) above when the limitations would impose a personal financial hardship on the employee. This exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Chief Compliance Officer, the Seafarer President and Chief Investment Officer. An employee seeking relief must establish a bona fide financial hardship, such as substantial and unforeseen medical expenses or the acquisition of a primary residence.
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| iii) |
With respect to the exception described in Section 3(ii), a Covered Person may not sell an Investment Mandate Security in their Covered Account within 7 calendar days either before or after a purchase or sale of the same security by a Fund for which the investment person has investment authority. For example, if a Fund trades a security on day 0, day 8 is the first day the Covered Person may sell the security for his or her own Covered Account. A Covered Person’s personal trade, however, shall have no effect on the Fund’s ability to trade.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| · |
Subscriptions and redemptions for Affiliated Funds that are part of an automatic investment plan are exempt from the authorization process;
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Subscriptions to Affiliated Funds on the first day of its public launch are also exempt from the authorization process.
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| vi) |
Pre-approval Required for IPOs and Limited Offerings
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| vii) |
Exceptions to Personal Trading Prohibitions and Pre-Clearance Requirements
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| · |
The
Non-Investment Mandate Security
must have a market capitalization in excess of $1 billion dollars; and
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| · |
The
Non-Investment Mandate Security
must have over the prior 20 business days exhibited daily trading volumes in excess of $1 million dollars.
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| viii) |
Frequent Trading
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| · |
Versions of the Firm’s Code of Ethics that went into effect;
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Ongoing list of Supervised Persons;
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Supervised Persons’ Acknowledgement Forms memorializing receipt of the Compliance Manual which includes this Code of Ethics;
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Initial and Annual Holdings Reports as discussed above;
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Quarterly Transaction Reports (or substitute broker trade confirmations or account statements) as discussed above;
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Record of any decision, and the reasons supporting the decision, approving the acquisition of IPOs and Limited Offerings by Supervised Persons; and
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Records of Code of Ethics violations and any resulting remedial action.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| 1. |
Privacy. All Supervised Person communications on social networking sites are subject to the Firm’s privacy policy. Supervised Persons should never discuss a current or former client or such client’s non-public, personal information on a social networking site.
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| 2. |
Compliance with Investment Advisers Act of 1940 (the “Act”). As a federally registered investment adviser, the Firm is required to comply with the Act with respect to written communications and advertisements. To comply with the Act, it is the Firm’s policy that:
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| a. |
Supervised Persons may not use social networking media to communicate with clients (i) any recommendation made or proposed to be made and any advice given or proposed to be given, (ii) any receipt, disbursement or delivery of funds or securities, or (iii) the placing or execution of any order to purchase or sell any security.
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| b. |
Supervised Persons should not use social networking media to communicate or post any recommendation or advice with respect to individual stocks, sectors, investment styles, asset allocation, financial planning, or the market in general.
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| c. |
Supervised Persons may not send any written communication through a social networking site, or post any notice or other announcement that offers (i) any analysis, report, or publication concerning securities or which is to be used in determining when to buy or sell a security or which security to buy or sell; (ii) any graph, chart, formula or other device to be used in determining when to buy or sell a security or which security to buy or sell; or (iii) any other investment or financial planning advice.
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| 3. |
Copyrighted Materials – Supervised Persons should not use works subject to copyrights without the permission of the owner of such work. When publishing any online material through social media that includes another’s direct or paraphrased quotes, thoughts, ideas, photos, or videos, Supervised Persons should identify any copyrighted or borrowed material using citations and links to the original material where applicable. For LinkedIn, this includes adding any “Skills, “Endorsements” or “Recommendations” provided by others to the Supervised Person’s profile.
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| 4. |
Firm Intellectual Property - Trademarks, service marks, logos, and other intellectual property of the Firm may not be used without prior written permission of the Firm.
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| 5. |
Defamation – Supervised Persons should not publish disparaging comments about others, including but not limited to clients, the Firm, its Supervised Persons, or any competitor of the Firm.
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| 1. |
Professionalism. When you identify yourself as a Supervised Person of the Firm, we expect that you will represent the Firm in a professional manner. Information presented should be accurate and truthful. Information that could be offensive to clients should be avoided. Pause, think, and carefully review your draft before you post or communicate. Submit only respectful communications - in other words, no spam and no remarks that are off-topic or offensive. When disagreeing with others' opinions, keep your communications appropriate and polite. Know that all communications, regardless of media are format, are subject to this Code of Ethics.
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| 2. |
Confidentiality and Proprietary Information. Supervised Persons should never discuss Firm proprietary or confidential information on social networking sites, which may not be secure.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| 3. |
Recommendations of the Advisory Services of the Firm or the Supervised Person. Supervised Persons’ social networking sites may not include recommendations, endorsements, or statements of a customer’s experience regarding the advisory services provided by the Firm or the Supervised Person. For LinkedIn, this includes displaying “Skills, “Endorsements” or “Recommendations” provided by others to the Supervised Person’s profile.
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| 4. |
Recommendations of Others. Supervised Persons who are identified as being associated with the Firm may not make recommendations or referrals of other products, services, or professionals, except as approved in advance by the Chief Compliance Officer.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| · |
Client, prospective client, or employee of a client or prospective client;
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Securities firm or other financial institution or any employee thereof (including investment managers and broker-dealers);
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News or financial information media; or
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Service providers, vendors or other individuals with a relationship with the Firm.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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Does, or seeks to do, business with the Firm or any of its affiliates; or
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Gives the gift because of the Supervised Person’s position with the Firm.
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Date of the gift;
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Recipient’s name;
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Name of person and / or entity that provided the gift;
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Estimated value (or exact amount) of the gift;
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Description of the gift;
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Method of disposition of the gift; and
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For gifts of food valued greater than the limits set forth above, information will include the names of Supervised Persons sharing the gift, and also the approximate dollar value of the gift.
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Business must be discussed at such meals and/or events;
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If the Firm is providing the meal or entertainment, it may pay only for the business-related attendees and their spouses or partners (not friends or children, etc.);
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Such meals and/or entertainment must not be extravagant (i.e., the cost of the meal or event must be reasonable). For sake of clarity, golf events and regular season amateur or professional sporting events, other than those for which tickets are exceptionally expensive (such as professional playoff and championship series, bowl games, “the final four” and the like), will not normally be considered extravagant;
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| · |
Such meals or entertainment must be occasional in nature (no set number, but common sense dictates no more than quarterly, preferably less than that if not absolutely necessary);
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Public disclosure of such meals and/or entertainment would not embarrass the Firm;
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Such meals and/or events do not take place at a venue that would reflect poorly on the Firm (e.g., events involving adult entertainment or large stakes gambling); and
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| · |
If the Firm is providing meals or entertainment as part of an investment education or other event it is hosting, neither the Firm nor its Supervised Persons may pay for or reimburse any hosted attendee for their hotel, transportation, parking, or other travel expenses. Similarly, neither the Firm nor its Supervised Persons may accept payment of or reimbursement for lodging or travel expenses associated with educational events they attend that are hosted by third-parties.
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| · |
Federal governmental agency (such as the SEC or the various banking regulators);
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| · |
State or local governmental agency that has regulatory jurisdiction over our business;
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Foreign governmental agency; or
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Self-regulatory organization within or outside the United States (e.g., FINRA or the Financial Services Authority).
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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| · |
trading while in possession of material, nonpublic information;
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communication (i.e., “tipping”) such information to others;
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recommending the purchase or sale of securities based on such information; or
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providing substantial assistance to someone who is engaged in any of the above activities.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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#5 - Non-public information that may constitute an acceptable basis for trading
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Portfolio managers, expert network consultants and others are permitted to develop market information and insights by gathering pieces of information from different public and private sources, provided such information is not material non-public information or other information obtained in breach of an obligation not to communicate the information. These pieces of information, when put together form an assortment of information from which a material conclusion of fact can be drawn. This is known as the “mosaic theory” of trading.
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Appears in the press or in a widely disseminated source or publication (e.g., Dow Jones tape, Reuters, The Wall Street Journal, The New York Times);
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Is included in publicly available regulatory filings (e.g., when the information is available through the public data base of a federal regulatory agency, such as the SEC);
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Is disclosed in a stockholder report or a press release from the issuer;
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Is announced in a public forum such as a stockholder meeting;
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Is provided by the issuer freely to anyone making an inquiry; and
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Is being disseminated to traders generally by brokers or institutional analysts, unless there is a reasonable basis to believe that such information is confidential and came from a corporate insider.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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civil injunctions;
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multiple damages;
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paying back profits;
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jail sentences;
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fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
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fines for an employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
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Is the information material? Is this information that an investor would be likely to consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?
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Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Wall Street Journal or other publications of general circulation?
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Do not purchase or sell the security on behalf of yourself or others, including any Affiliated Fund.
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Do not communicate the information inside or outside Seafarer, other than to the Chief Compliance Officer or the Firm’s external counsel.
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| · |
Immediately report the information to the Chief Compliance Officer, who will consult with Seafarer’s counsel. Thereafter, the Chief Compliance Officer will instruct the Supervised Person to continue to refrain from such trading and communication, or the Supervised Person will be allowed to trade and communicate the information.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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SUPERVISED PERSON NAME:
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ACCOUNT TITLE & NUMBER*:
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TYPE OF COVERED SECURITY:
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[ ]
INVESTMENT MANDATE SECURITY
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[ ]
NON-INVESTMENT MANDATE SECURITY
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[ ]
AFFILIATED FUND
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SECURITY NAME & TICKER:
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NUMBER OF SHARES / AMOUNT:
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PROPOSED TRADE DATE**:
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[ ]
SAME DAY
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[ ]
NEXT DAY
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TRANSACTION:
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[ ]
BUY
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[ ]
SELL
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[ ]
OTHER
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*
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Use last four digits of account number
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**
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All transactions must be submitted for approval prior to 1 PM PST. Transactions may be effected for the same business day upon approval (on a best-efforts basis) prior to 1 PM PST, except that trades for Affiliated (
i.e.
, Seafarer) Funds are not eligible for same business day approval. Trades for Covered Securities must be executed within 2 business days of approval; otherwise a new authorization form must be submitted. Accordingly, the Firm recommends submitting this form only after you have made a final determination that you would like to buy or sell a security.
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| · |
The security above has ___ / has not ___ been traded by the Firm within the last 5 trading sessions;
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The Firm does ___ / does not ___ expect to trade the security above during the next 5 trading sessions;
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There are ___ / are not ___ any open orders in this security for Affiliated Fund or client accounts.
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By:
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Date:
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Title:
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***
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Note: The Chief Compliance Officer’s trades will be approved by the Firm’s CIO or his/her designee.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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Signed:
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Date Submitted:
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1
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Covered Securities
, as described in the Code of Ethics, generally include stocks, bonds, ETFs, closed-end funds, listed or over-the-counter derivative securities or financial instruments (other than ADRs) or Affiliated Funds (
i.e.
, funds managed by Seafarer).
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2
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Covered Accounts
are accounts held with a broker, dealer, bank or other financial institution, in which Covered Securities may be held and in which a Supervised Person or their Household Member has direct or indirect beneficial interest and/or trading discretion or control.
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3
|
I
(a) do not reside with a Related Adult (
i.e.
, a Household Member claimed as a dependent by me for tax purposes regardless of residence) for more than 60 days a year; (b) do not have access to any Covered Accounts or financial accounts (banking, brokerage, bill payment) over which the Related Adult maintains discretion; (c) have not and will not share with a Related Adult financial information acquired during the course of my employment at Seafarer. I will notify the CCO immediately of any change to these considerations.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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Received by CCO:
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Date Received:
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Ticker Symbol
(or CUSIP)
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Issuer and Title of
Covered Security
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Shares / Par
Amount
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Total Dollar Amount
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Name of Covered Account
and Account Number
(last four digits)
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Signed:
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Date Submitted:
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Received by CCO:
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Date Received:
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1
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Covered Securities,
as described in the Code of Ethics, generally include stocks, bonds, ETFs, closed-end funds, listed or over-the-counter derivative securities or financial instruments (other than ADRs) or Affiliated Funds (
i.e.
, funds managed by Seafarer).
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2
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Covered Accounts
are accounts held with a broker, dealer, bank or other financial institution, in which Covered Securities may be held and in which a Supervised Person or their Household Member has direct or indirect beneficial interest and/or trading discretion or control.
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3
|
I
(a) do not reside with a Related Adult (
i.e.
, a Household Member claimed as a dependent by me for tax purposes regardless of residence) for more than 60 days a year; (b) do not have access to any Covered Accounts or financial accounts (banking, brokerage, bill payment) over which the Related Adult maintains discretion; (c) will not share with a Related Adult financial information acquired during the course of my employment at Seafarer. I will notify the CCO immediately of any change to these considerations.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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Ticker Symbol
(or CUSIP)
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Issuer and Title of
Covered Security
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Shares / Par Amount
(as of calendar year-end)
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Total Dollar Amount
(as of calendar year-end)
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Name of Covered Account
and Account Number (last four digits)
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Signed:
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Date Submitted:
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Received by CCO:
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Date Received:
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1
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Covered Securities
, as described in the Code of Ethics, generally include stocks, bonds, ETFs, closed-end funds, listed or over-the-counter derivative securities or financial instruments (other than ADRs) or Affiliated Funds (
i.e.
, funds managed by Seafarer.
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2
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Covered Accounts
are accounts held with a broker, dealer, bank or other financial institution, in which Covered Securities may be held and in which a Supervised Person or their Household Member has direct or indirect beneficial interest and/or trading discretion or control.
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3
|
I
(a) do not reside with a Related Adult (
i.e.
, a Household Member claimed as a dependent by me for tax purposes regardless of residence) for more than 60 days a year; (b) do not have access to any Covered Accounts or financial accounts (banking, brokerage, bill payment) over which the Related Adult maintains discretion; (c) have not and will not share with a Related Adult financial information acquired during the course of my employment at Seafarer. I will notify the CCO immediately of any change to these considerations.
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2.
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Code of Ethics, Insider Trading, and Personal Securities Transactions
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