The debentures are not secured by any of our assets, and therefore will be effectively subordinated to all of our secured debt. In addition, future debt that we incur, including accounts payable and other liabilities incurred in obtaining goods and services, may be secured by our assets. If we become insolvent or are liquidated, or if payment of any of our secured debt is accelerated, the holders of that secured debt will be entitled to exercise the remedies available to secured lenders under applicable law, including the ability to foreclose on and sell the assets securing such debt to satisfy such debt. In any such case, our remaining assets may be insufficient to repay the debentures. Our Chemical Business' sales and profits are heavily affected by the costs and availability of its primary raw materials. Anhydrous ammonia and natural gas, which are purchased from unrelated third parties, represent the primary raw material feedstocks in the production of most of the products of the Chemical Business. The primary material utilized in anhydrous ammonia production is natural gas, and fluctuations in the price of natural gas can have a significant effect on the cost of anhydrous ammonia.

Notes maturing beyond three years will most likely receive a long-term debt rating. C - Bonds which are rated C are the lowest rated class of bonds and issue so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. A - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations.

A corporation that is a party to an agreement restricting the transfer of the shares or other securities of the corporation may make the agreement part of the corporation's certificate of formation without restating the provisions of the agreement in the certificate of formation by amending the certificate of formation. If the agreement alters any provision of the certificate of formation, the certificate of amendment shall identify the altered provision by reference or description. If the agreement is an addition to the certificate of formation, the certificate of amendment must state that fact.

Preferred Stock Rules And Rights

Preferred stock is regarded as debt in so far as its claims on income and assets precede those of the equity stocks and the maximum amount of the claim is usually limited. However, unlike debt, default to pay dividend on the part of the company does not involve it in bankruptcy. Provision is sometimes made in articles of incorporation that in the event of non-declaration of dividends in any one year the same will not lapse and will be carried forward from year to year till fully paid. As long as they are unpaid, they constitute a claim on future earnings, which will be met first before paying a dividend to equity stockholders.

If market quotations are not readily available, securities will be valued at their fair market value as determined using the “fair value” procedures approved by the BoaRd. If market quotations are not readily available, securities will be valued at their fair market value as determined in good faith by the Adviser in accordance with procedures approved by the Board, and evaluated by the Board quarterly as to the reliability of the fair value method used. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security. The fair value prices can differ from market prices when they become available or when a price becomes available.

Understanding Preference Shares

The Adviser employs a “reactive” approach as distinct from a “predictive” approach. The Adviser does not expect to average more than two Sell signals alternated with two Buy signals per year. Thus, the Adviser expects that the Fund’s portfolio turnover rate will average approximately 200% per year.

• This information for the Fund has been derived from the financial statements audited by BBD, LLP, whose report, along with the Fund’s financial statements, are included in the Fund’s September 30, 2021 annual report, which is available upon request.
• The Government of India in its attempt to widen and diversify the industrial securities market of the country announced guidelines in August 1985 for issue of cumulative convertible preference shares .
• A corporation must approve the sale of all or substantially all of its assets by complying with this section.
• There are a variety of factors that a corporation must consider in determining whether to raise capital through bonds or through stock issuance.
• For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Adviser or sub-Adviser may need to price the security using the Fund’s fair value pricing guidelines.

Capacity to pay interest and repay principal is very strong and in the majority of instances they differ from AAA issues only in small degree. In case of suspension of the right of redemption, payment of a redemption request will be made based on the NAV next determined after the termination of the suspension. For the administrative services rendered to the Funds by UFS, the Funds pay UFS the greater of an annual minimum fee or an asset-based fee, which scales downward based upon net assets. For the fiscal year ended September 30, 2021, the Sierra Tactical All Asset Fund’s portfolio turnover rate was 159%. For the fiscal year ended September 30, 2020, the Sierra Tactical All Asset Fund’s portfolio turnover rate was 310%.

What Are The Differences Between Preference Shares And Bonds?

However, DTC is under no obligation to perform or continue to perform these procedures, and may discontinue these procedures at any time. We deposited the global debenture or debentures with DTC and registered the global debentures in the name of Cede & Co. as DTC's nominee. Except as set forth below, a global debenture may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

• The attendance of a director at a board meeting constitutes a waiver of notice of the meeting, unless the director attends the meeting for the express purpose of objecting to the transaction of business at the meeting because the meeting has not been lawfully called or convened.
• The board of directors may not determine the consideration for shares under this subsection.
• Further, our bylaws provide for certain procedures to be followed in order to obtain a consent of our shareholders in lieu of a meeting, the business that may be conducted at a meeting of our shareholders and who may be eligible for election as a director.
• Securities traded or dealt in on one or more securities exchanges for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on such exchange.
• Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

In addition, each share of a Fund is entitled to participate equally with other shares in dividends and distributions declared by the Funds and on liquidation to its proportionate share of the assets remaining after satisfaction of outstanding liabilities. Shares of each Fund are fully paid, non-assessable and fully transferable when issued and have no pre-emptive, conversion or exchange rights. Fractional shares have proportionately the same rights, including voting rights, as are provided for a full share. In addition, the distributor or other entities may utilize fees paid pursuant to when preferred stock carries a redemption privilege the shareholders may the Plan to compensate dealers or other entities for their opportunity costs in advancing such amounts, which compensation would be in the form of a carrying charge on any un-reimbursed expenses. Under normal market conditions, the Fund’s target exposure over a three-year period to equity securities, of any market capitalization, through the Underlying Funds will average between 30%-50% of the Fund’s assets. The Fund does not have a target allocation for non-equity securities exposure and may invest in underlying fixed income funds without constraint as to maturity or credit quality.

The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "project" and similar expressions, as they relate to us, our management, and our industry are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Certain risks, uncertainties and assumptions about us that may cause actual results to differ from the results in these forward-looking statements are described in "Risk Factors" and "Special Note Regarding Forward-Looking Statements" contained in our Annual Report on Form 10-K for the year ended December 31, 2005, and our Form 10-Q for quarter ended March 31, 2006. The debentures are a new issue of securities, and there is no existing market for the debentures. Although the debentures are eligible for trading in The PORTAL MarketSM, we do not intend to apply for listing of the debentures on any securities exchange or for quotation of the debentures on any automated dealer quotation system. A market may not develop for the debentures, and if a market does develop, it may not be sufficiently liquid for your purposes.

Rights

Such qualification does not involve supervision of management or investment practices or policies by any government agency or bureau. By so qualifying, the Funds should not be subject to federal income or excise tax on its net investment income or net capital gain, which are distributed to shareholders in accordance with the applicable timing requirements. Net investment income and net capital gain of the Funds will be computed in accordance with Section 852 of the Code. The Trust, with respect to the Sierra Tactical Risk Spectrum 50 Fund has adopted the Trust’s Master Distribution and Shareholder Servicing Plan pursuant to Rule 12b-1 under the 1940 Act for the Fund’s Class A, Class C, and Investor Shares (the "Plan") to pay fees to the Distributor for providing distribution and/or shareholder services to the Fund. Under the Plan, Class A, Class C, and Investor Shares of the Fund may pay distribution and/or shareholder service fees at an annual rate of 0.25%, 1.00%, and 0.40% respectively, however limited by the Board to 0.25% of the Sierra Tactical Risk Spectrum 50 Fund average daily net assets. The Plan authorize payments to the Distributor as compensation for providing account maintenance services to Fund shareholders, including arranging for certain securities dealers or brokers, administrators and others (“Recipients”) to provide these services and paying compensation for these services. Each Fund may invest its assets in "closed-end" investment companies (or “closed-end funds”), subject to the investment restrictions set forth above.

Under each Plan, Class A, Class C and Investor shares of the Fund may pay distribution and/or shareholder service fees at an annual rate of 0.25%, 1.00% and 0.40% of each of their average net assets, respectively, and the Sierra Tactical Bond Fund’s average daily net assets attributable to Instl Class does not pay such a fee. Equity securities in which an Underlying Fund invests include common stocks, preferred stocks and securities convertible into common stocks, such as convertible bonds, warrants, rights and options. The value of equity securities varies in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and general market and economic conditions. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be significant. The fixed-charge ratio is used to assess the risk that the dividend will no longer be viable; the higher the ratio, the better the company’s financial condition and the lower the risk. The interest-coverage ratio is useful in evaluating the ability of the company to generate sufficient profits over and above its interest requirements.

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of a Fund. A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledged the existence of control.

Exercising Voting Rights

However, with the passing of the Dodd–Frank Wall Street Reform and Consumer Protection Act in 2010, the route of raising Tier 1 capital by bank holding companies through trust preferred securities will be phased out. Whatever trust preferred securities that exist shall have to be gradually terminated completely by 2015. Preferred stock is similar to long-term debt, in https://simple-accounting.org/ that its dividend is generally constant, and preferred stockholders are paid after debt holders but before common shareholders if the firm is liquidated. Because preferred stock is riskier than debt but less risky than common stock in bankruptcy, the cost to the company to issue preferred stock should be less than the cost of equity but greater than the cost of debt.

Except as provided by Section 21.457, the shareholders of the corporation shall approve the plan of conversion as provided by this subchapter. The board of directors may remove a member of a committee appointed by the board if the board determines the removal is in the best interests of the corporation.

If there are insufficient divisible profits in any year to meet the dividends for the preference shareholders, the dividend payments are reduced or, in extreme cases, passed. In the case of cumulative preference shares, all arrears of dividend are carried forward until they are paid off .

Qualified Dividends

This item represents the balance sheet amount of outstanding convertible debt and the carrying value of convertible preferred stock that is reported as being convertible into common stock. Preferred stock, also called preferred shares, preference shares, or preferreds, is a special type of equity security that has chracteristics of both an equity and a debt instrument.

In that case, the stockholder losses his right to a dividend and he cannot claim the unpaid dividend in subsequent years either. Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary.