UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULES OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22878

American Independence Funds Trust II
(Exact name of registrant as specified in charter)

230 Park Avenue, Suite 534, New York, NY 10169
(Address of principal executive offices)            (Zip code)

Eric M. Rubin, President, 230 Park Avenue, Suite 534, New York, NY 10169
(Name and address of agent for service)

with a copy to:
Jon S. Rand, Esq.
Dechert LLC
1095 Avenue of the Americas
New York, NY  10036-6797

Registrant's telephone number, including area code:   (646) 747-3477        

Date of fiscal year end:       10/31              

Date of reporting period:    01/31/14        

Form N-Q is to be used by registered management investment companies, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5).  The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policy making roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
 
 
 

 
 
Item 1. Schedules of Investments
 
The Schedules of Investments as of January 31, 2014 are filed herewith.
 
American Independence Funds
Schedule of Portfolio Investments
MAR Tactical Moderate Growth Fund
January 31, 2014 (Unaudited)
 
Security Description
 
Shares
   
Value ($)
 
Exchange Traded Products — 93.2%
International Equity Exchange Traded Products— 10.7%
           
iShares Barclays MBS ETF
    79       8,416  
                 
U.S. Equity Exchange Traded Products— 4.6%
               
iShares MSCI Mexico Capped ETF
    57       3,585  
                 
U.S. Fixed Income Exchange Traded Products— 77.9%
               
iShares Core S&P Small-Cap ETF
    141       14,818  
SPDR S&P 500 ETF Trust
    21       3,742  
SPDR S&P MidCap 400 ETF Trust
    180       42,980  
              61,540  
 
Total Exchange Traded Products (Cost $74,093)
    73,541  
 
Short-Term Investment — 2.2%
Money Market Fund — 2.2%
 
Federated Government Obligations Fund, Institutional Shares, 0.01% (a)
    1,763       1,763  
 
Total Short-Term Investments (Cost $1,763)
    1,763  
 
Total Investments (Cost $75,856(b)) — 95.4%
  $ 75,304  
Other assets in excess of liabilities — 4.6%
    3,664  
 
NET ASSETS — 100.0%
  $ 78,968  
 
(a)
Represents the 7 day yield at 1/31/14.
 
(b)
See Notes to Schedules of Portfolio Investments for tax unrealized appreciation (depreciation) of securities.
 
Summary of Abbreviations
ETF — Exchange-Traded Fund

Other Information:
   
The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Schedules of Portfolio Investments.
 
   

Valuation Inputs at Reporting Date:
 
Investment at Value
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Exchange Traded Products
  $ 73,541     $ -     $ -     $ 73,541  
Short-Term Investments
    1,763       -       -       1,763  
Total Investments
  $ 75,304     $     $ -     $ 75,304  

See Notes to Schedules of Portfolio Investments
 
 
 

 
 
American Independence Funds
Schedule of Portfolio Investments
MAR Tactical Growth Fund
January 31, 2014 (Unaudited)
 
Security Description
 
Shares
   
Value ($)
 
Exchange Traded Products — 96.5%
International Equity Exchange Traded Products— 14.7%
           
iShares MSCI Germany ETF
    3,558       106,135  
iShares MSCI Mexico Capped ETF
    1,717       107,982  
iShares MSCI United Kingdom ETF
    5,410       107,713  
              321,830  
 
U.S. Equity Exchange Traded Products— 81.8%
               
iShares Core S&P Small-Cap ETF
    4,310       452,938  
SPDR S&P 500 ETF Trust
    604       107,620  
SPDR S&P MidCap 400 ETF Trust
    5,137       1,226,613  
              1,787,171  
 
Total Exchange Traded Products (Cost $2,117,570)
    2,109,001  
 
Short-Term Investment — 0.1%
Money Market Fund — 0.1%
 
Federated Government Obligations Fund, Institutional Shares, 0.01% (a)
    1,848       1,848  
 
Total Short-Term Investments (Cost $1,848)
    1,848  
 
Total Investments (Cost $2,119,418(b)) — 96.6%
  $ 2,110,849  
Other assets in excess of liabilities — 3.4%
    73,835  
 
NET ASSETS — 100.0%
  $ 2,184,684  
 
(a)
Represents the 7 day yield at 1/31/14.
 
(b)
See Notes to Schedules of Portfolio Investments for tax unrealized appreciation (depreciation) of securities.
 
Summary of Abbreviations
ETF — Exchange-Traded Fund

Other Information:
 
The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Schedules of Portfolio Investments.

Valuation Inputs at Reporting Date:
 
Investment at Value
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Exchange Traded Products
  $ 2,109,001     $ -     $ -     $ 2,109,001  
Short-Term Investments
    1,848       -       -       1,848  
Total Investments
  $ 2,110,849     $     $ -     $ 2,110,849  

See Notes to Schedules of Portfolio Investments
 
 
 

 
 
American Independence Funds
Schedule of Portfolio Investments
Laffer Dividend Growth Fund
January 31, 2014 (Unaudited)
 
Security Description
 
Shares
   
Value ($)
 
Common Stocks — 81.3%
Consumer Discretionary — 6.5%
 
Mattel, Inc.
    302       11,428  
Tupperware Brands Corp.
    151       11,832  
      23,260  
 
Consumer Staples — 12.9%
 
Coca-Cola Co. (The)
    314       11,875  
General Mills, Inc.
    238       11,429  
Philip Morris International, Inc.
    143       11,174  
Pinnacle Foods, Inc.
    432       11,664  
      46,142  
 
Energy — 16.2%
 
Access Midstream Partners LP
    208       11,659  
Genesis Energy LP
    211       11,611  
ONEOK, Inc.
    176       12,054  
Royal Dutch Shell, Class B PLC - ADR (a)
    161       11,726  
Williams Cos., Inc. (The)
    268       10,851  
      57,901  
 
Financials — 19.2%
 
American Realty Capital Properties, Inc. REIT
    820       11,349  
BlackRock, Inc.
    39       11,718  
Hercules Technology Growth Capital, Inc. (b)
    747       11,848  
NorthStar Realty Finance Corp. REIT
    800       11,672  
Omega Healthcare Investors, Inc. REIT
    367       11,722  
W.P. Carey, Inc. REIT
    177       10,457  
      68,766  
 
Health Care — 3.3%
 
Johnson & Johnson
    132       11,678  
 
Industrials — 3.3%
 
General Electric Co.
    477       11,987  
 
Information Technology — 7.0%
 
Apple, Inc.
    25       12,515  
Microsoft Corp.
    331       12,528  
      25,043  
 
Materials — 3.2%
 
LyondellBasell Industries NV, Class A (a)
    147       11,578  
 
Telecommunication Services — 6.5%
 
BCE, Inc. (a)
    278       11,667  
Vodafone Group PLC - ADR (a)
    316       11,711  
      23,378  
 
Utilities — 3.2%
 
NextEra Energy, Inc.
    127       11,675  
 
Total Common Stocks (Cost $297,502)
    291,408  
 
Short-Term Investment — 8.4%
Money Market Fund — 8.4%
 
Federated Government Obligations Fund, Institutional Shares, 0.01% (c)
    29,957       29,957  
 
Total Short-Term Investments (Cost $29,957)
    29,957  
 
See Notes to Schedules of Portfolio Investments
 
 
 

 
 
American Independence Funds
Schedule of Portfolio Investments
Laffer Dividend Growth Fund
January 31, 2014 (Unaudited)
 
Total Investments (Cost $327,459(d)) — 89.7%
  $ 321,365  
Other assets in excess of liabilities — 10.3%
    36,967  
 
NET ASSETS — 100.0%
  $ 358,332  
 
(a)
Foreign security incorporated outside the United States.
 
(b)
Business Development Company – A closed-end investment company regulated under the Investment Company Act of 1940, as amended.
 
(c)
Represents the 7 day yield at 1/31/14.
 
(d)
See Notes to Schedules of Portfolio Investments for tax unrealized appreciation (depreciation) of securities.
 
Summary of Abbreviations
ADR — American Depositary Receipt
LP — Limited Partnership
REIT — Real Estate Investment Trust
 
Other Information:
 
The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Schedules of Portfolio Investments.
 
Valuation Inputs at Reporting Date:
 
Investment at Value
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stock
  $ 291,408     $ -     $ -     $ 291,408  
Short-Term Investments
    29,957       -       -       29,957  
Total Investments
  $ 321,365     $     $ -     $ 321,365  
 
See Notes to Schedules of Portfolio Investments
 
 
 

 
 
American Independence Funds Trust II
Notes to Schedules of Portfolio of Investments
January 31, 2014 (Unaudited)

1. Organization:

American Independence Funds Trust II (the “Trust”) is a Delaware business statutory trust that was organized on June 28, 2013, as an open-end, management investment company. The Trust currently consists of five series, or mutual funds, the American Independence MAR Tactical Conservative Fund, American Independence MAR Tactical Moderate Growth Fund, American Independence MAR Tactical Growth Fund, American Independence MAR Tactical Aggressive Growth Fund and American Independence Laffer Dividend Growth Fund.

The Trust is currently offering three of the five series, MAR Tactical Moderate Growth Fund, MAR Tactical Growth Fund and Laffer Dividend Growth Fund, each with its own investment objectives and strategies. This report contains the schedules of portfolio investments of each of the three active series (individually, a "Fund"; collectively, the "Funds").

2. Significant Accounting Policies:

The following is a summary of significant accounting policies followed by the Trust in the preparation of its schedules of portfolio investments. The policies are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of schedules of portfolio investments requires management to make estimates and assumptions that affect the amounts reported for the date of the schedules of portfolio investments. Actual results could differ from those estimates.
 
Investment Valuation

Portfolio securities listed or traded on domestic securities exchanges or the Nasdaq are valued at the market value as of the close of regular trading on the New York Stock Exchange (“NYSE”), usually 4:00 p.m. Eastern Time (“Valuation Time”). If there have been no sales for that day on any exchange or system for a security, the security is valued at the mean between the closing bid and asked quotes on the exchange or system where the security is principally traded or at the Nasdaq official closing price, if applicable. Debt securities held by a Fund generally are valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Funds’ pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Short-term debt investments having maturities of 60 days or less are valued at amortized cost, which approximates fair value. Investments in investment companies are valued at their net asset values as reported by such companies. The differences between cost and fair values of such investments are reflected as unrealized appreciation or depreciation.

Most securities listed on a foreign exchange are valued either at the last sale price at the close of the exchange on which the security is principally traded or at fair value (see description below). Foreign securities, currencies, and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the exchange rate of said currencies against the U.S. Dollar, as of Valuation Time, as provided by an independent pricing service approved by the Board of Trustees.

Securities for which prices from the Funds’ pricing services are not readily available are valued at fair value by American Independence Financial Services, LLC (“American Independence” or the “Adviser”) or the sub-adviser in accordance with guidelines approved by the Trust’s Board of Trustees. For securities traded principally on foreign exchanges, the Funds may use fair value pricing if an event occurs after the close of trading of the principal foreign exchange on which a security is traded, but before calculation of a Fund’s NAV, which a Fund believes affects the value of the security since its last market quotation. Such events may involve situations relating to a single issuer (such as news related to the issuer announced after the close of the principal foreign exchange), or situations relating to sectors of the market or the markets in general (such as significant fluctuations in the U.S. or foreign markets or significant changes in exchange rates, natural disasters, armed conflicts, or governmental actions). In determining whether a significant event has occurred with respect to securities traded principally in foreign markets, the Funds may engage a third party fair value service provider to systematically recommend the adjustment of closing market prices of non-U.S. securities based upon changes in a designated U.S. securities market index occurring from the time of the close of the relevant foreign market and the close of the NYSE.
 
 
 

 
 
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements.
 
 
Level 1 – quoted prices in active markets for identical securities

 
Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
 
 
 
Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The aggregate value by input level, as of January 31, 2014, for each Fund’s investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining value, is included in each Fund’s schedule of portfolio investments, which also includes a breakdown of the Fund’s investments by geographic or industry concentration.

With respect to the Funds, there were no transfers into and out of any level during the current quarter presented. It is the Funds’ policy to recognize transfers into and out of all levels at the end of the reporting period.

The valuation of a Level 3 security will be dealt with on a case by case basis and will depend upon the circumstances surrounding that security. In determining a fair value, the Funds’ valuation committee will assess a value that they might reasonably expect to receive for a security upon its current sale. Methods for valuing securities may include, but are not limited to, multiple earnings; discount from market of a similar freely traded security; yield to maturity; prior market values of the security; and ratings. To determine the appropriate valuation method, the following general factors are considered: the fundamental analytical data relating to the investment; the nature and duration of restrictions on disposition of the securities; the evaluation of the forces which influence the market in which the securities are purchased and sold; and any other relevant factors.
 
Investments in Derivatives

The Funds may make investments in derivative instruments, including, but not limited to, options, futures, swaps and other derivatives relating to foreign currency transactions. A derivative is an instrument whose value is derived from underlying assets, indices, reference rates or a combination of these factors. Derivative instruments may be privately negotiated contracts (often referred to as over the counter (“OTC”) derivatives) or they may be listed and traded on an exchange. Derivative contracts may involve future commitments to purchase or sell financial instruments or commodities at specified terms on a specified date, or to exchange interest payment streams or currencies based on a notional or contractual amount.

Derivative instruments may involve a high degree of financial risk. The use of derivatives also involves the risk of loss if the investment adviser is incorrect in its expectation of the timing or level of fluctuations in securities prices, interest rates or currency prices. Investments in derivative instruments also include the risk of default by the counterparty, the risk that the investment may not be liquid and the risk that a small movement in the price of the underlying security or benchmark may result in a disproportionately large movement, unfavorable or favorable, in the price of the derivative instrument.

Investments in Master Limited Partnerships (“MLPs”) .

The Laffer Dividend Growth Fund will be subject to deferred tax risk by investing in MLPs . Cash distributions from an MLP to the Fund that exceed the Fund’s allocable share of such MLP’s net taxable income are considered a tax-deferred return of capital that will reduce the Fund’s adjusted tax basis in the equity securities of the MLP. These reductions in the Fund’s adjusted tax basis in the MLP equity securities will increase the amount of gain (or decrease the amount of loss) recognized by the Fund on a subsequent sale of the securities. The Fund will accrue deferred income taxes for any future tax liability associated with (i) that portion of MLP distributions considered to be a tax-deferred return of capital and for any net operating gains as well as (ii) capital appreciation of its investments. The Fund’s accrued deferred tax liability will be reflected each day in the Fund’s net asset value (“NAV”). Increases in deferred tax liability will decrease NAV. Conversely, decreases in deferred tax liability will increase NAV. The Fund generally computes deferred income taxes based on the federal tax rate applicable to corporations, currently 35% and an assumed rate attributable to state taxes. A change in the federal tax rate applicable to corporations and, consequently, any change in the deferred tax liability of the Fund, may have a significant impact on the NAV of the Fund. The Fund’s current and deferred tax liability, if any, will depend upon the Fund’s net investment income gains and losses and realized and unrealized gains and losses on investments and therefore may vary greatly from year to year depending on the nature of the Fund’s investments, the performance of these investments and general market conditions.
 
 
 

 
 
The Fund will rely to some extent on information provided by the MLPs, which may not be timely, to estimate deferred tax liability for purposes of financial statement reporting and determining NAV. From time to time, the Adviser may modify the estimates or an assumption regarding the Fund’s deferred tax liability as new information becomes available. The Fund’s estimates regarding its deferred tax liability are made in good faith; however, the daily estimate of the Fund’s deferred tax liability used to calculate the Fund’s NAV could vary dramatically from the Fund’s actual tax liability. Actual income taxed, if any, will be incurred over many years depending on if, and when, investment gains and losses are realized, the then current basis of the Fund’s assets and other factors. Upon the sale of an MLP security, the Fund may be liable for previously deferred taxes. As a result, the determination of the Fund’s actual tax liability may have a material impact on the Fund’s NAV.

Investment Transactions

During the period, security transactions are accounted for no later than one business day following the trade date. For financial reporting purposes, however, security transactions are accounted for on trade date on the last business day of the reporting period.

3. Federal Income Tax Information:

At January 31, 2014, the cost, gross unrealized appreciation and gross unrealized depreciation on securities, for federal income tax purposes, were as follows:

Fund
 
Tax Cost
   
Gross Unrealized Appreciation
   
Gross Unrealized Depreciation
   
Net Unrealized Appreciation (Depreciation) on Investments
 
MAR Tactical Moderate Growth Fund
  $ 75,860     $ 93     $ (649 )   $ (556 )
MAR Tactical Growth Fund
    2,119,422       21       (8,594 )     (8,573 )
Laffer Dividend Growth Fund
    327,459       5,601       (11,695 )     (6,094 )
 
The difference between cost amounts for financial reporting and Federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

4. Subsequent Events:

Subsequent events occurring after the date of this report have been evaluated for potential impact to this report through the date the Schedules of Portfolio Investments and Notes to Schedules of Portfolio Investments were issued. There were no subsequent events to report that would have a material impact on the Funds’ Schedules of Portfolio Investments and Notes to Schedule of Portfolio Investments.
 
 
 

 

Item 2. Controls and Procedures.

(a)           The Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) were effective as of a date within 90 days prior to the filing date of this report (the “Evaluation Date”), based on their evaluation of the effectiveness of the Registrant’s disclosure controls and procedures as of the Evaluation Date.

(b)           There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3. Exhibits.

(a)           Certification of principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as Exhibit 99CERT.
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) American Independence Funds Trust II

By (Signature and Title)

/s/ Eric M. Rubin  
Eric M. Rubin
 
President
 

Date: March 28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)
 
/s/ Eric M. Rubin  
Eric M. Rubin
 
President
 

Date: March 28, 2014

By (Signature and Title)

/s/ Susan L. Silva  
Susan L. Silva
 
Treasurer
 

Date: March 28, 2014

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