UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22027
FundVantage Trust
(Exact name of registrant as specified in charter)
301 Bellevue Parkway
Wilmington, DE 19809
(Address of principal executive offices) (Zip code)
Joel L. Weiss
JW Fund Management LLC
100 Springdale Rd., Suite A3-416
Cherry Hill, NJ 08003
(Name and address of agent for service)
Registrant’s telephone number, including area code: 856-528-3500
Date of fiscal year end: April 30
Date of reporting period: October 31, 2016
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR 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 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. Reports to Stockholders.
The Report to Shareholders is attached herewith.
BRADESCO LATIN AMERICAN EQUITY FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||
Six Months† | 1 Year | Since Inception | |||||||||||||
Institutional Class | 14.40 | % | 28.16 | % | -5.79 | %* | |||||||||
MSCI EM (Emerging Markets) Latin America Net Total Return Index | 15.11 | % | 33.28 | % | -10.83 | %** | |||||||||
Retail Class | 14.33 | % | 27.94 | % | -10.26 | %* | |||||||||
MSCI EM (Emerging Markets) Latin America Net Total Return Index | 15.11 | % | 33.28 | % | -18.39 | %** |
† | Not Annualized. |
* | Institutional Class shares and Retail Class shares of the Bradesco Latin American Equity Fund (the “Fund”) commenced operations on December 20, 2013 and June 9, 2014, respectively. |
** | Benchmark performance is from each class shares respective commencement date and is not the commencement date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.
The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2016, is 2.99% and 1.76%, 3.24% and 2.01%, respectively, of the Fund’s average daily net assets for Institutional Class and Retail Class shares, respectively, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses”, excluding taxes, any class specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agency fees) “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.75% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/ or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation.
The Fund intends to evaluate performance as compared to that of the MSCI EM (Emerging Markets) Latin America Net Total Return Index (net of foreign withholding taxes) (the “Index”). The Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of emerging markets in Latin America. The MSCI EM (Emerging Markets) Latin America Net Total Return Index consists of the following 5 emerging market country indexes: Brazil, Chile, Colombia, Mexico, and Peru. An index is unmanaged and it is not possible to invest in an index.
1
BRADESCO LATIN AMERICAN EQUITY FUND
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
The Fund is non-diversified which means it may be invested in a limited number of issuers geographically particularly Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund may invest in derivatives (futures, options, and swaps), depositary receipts and small to mid-capitalization companies all of which may cause greater volatility and less liquidity. Funds that invest in derivatives are subject to the risks of the underlying securities which may be more sensitive to changes in market conditions and may amplify risks. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns.
Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.
2
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||
Six Months† | 1 Year | Since Inception | |||||||||||||
Institutional Class | 6.69 | % | 10.43 | % | 2.03 | %* | |||||||||
CS (Credit Suisse) Latin America Corporate Index 0-6Y A/B Buckets | 6.44 | % | 11.13 | % | 11.54 | %** | |||||||||
Retail Class | 6.41 | % | 10.11 | % | -0.30 | %* | |||||||||
CS Latin America Corporate Index 0-6Y A/B Buckets | 6.44 | %* | 11.13 | % | 5.34 | %** |
† | Not Annualized. |
* | Institutional Class shares and Retail Class shares of the Bradesco Latin American Hard Currency Bond Fund (the “Fund”) commenced operations on December 20, 2013 and June 9, 2014, respectively. |
** | Benchmark performance is from each class shares respective commencement date not the commencement date of the benchmark itself. |
The performance data includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 640-5705.
The Fund’s total gross and net operating expense ratio, as stated in the current prospectus dated September 1, 2016, is 2.42% and 1.51%, 2.67% and 1.76%, respectively, of the Fund’s average daily net assets for Institutional Class and Retail Class shares, respectively, which may differ from the actual expenses incurred by the Fund for the period covered by this report. A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. The redemption fee is not reflected in the returns shown above. BRAM US LLC (“BRAM US” or the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses”, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.50% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of the FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/ or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.
The Fund intends to evaluate performance as compared to that of the CS (Credit Suisse) Latin America Corporate Index 0-6Y A/B Buckets (the “Index”). The Index is a subset index of the Credit Suisse-Latin America Corporate Index (“LACI”). It contains bonds with less than 6 years to maturity and rated “B-” or higher [composite of Moody’s,
3
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
S&P, and Fitch ratings as determined by Credit Suisse’s methodology]. LACI is a diversified basket of liquid, tradable Latin American corporate bond issues that are denominated in US dollars. This index provides a region-specific benchmark that represents characteristics, pricing, and total return performance of different asset classes within the Latin American corporate bond universe. The index is divided into three different categories, including supranational, quasi-sovereign, and corporate bonds and can be broken down by country of issuance. An index is unmanaged and it is not possible to invest in an index.
The Fund is non-diversified which means it may be invested in a limited number of issuers particularly in Latin America and more susceptible to any economic, political and regulatory events. The Fund invests primarily in markets of emerging countries which are riskier and may be considered speculative as well as derivatives which may amplify volatility. In addition, many emerging securities markets have far lower trading volumes, currency devaluation risk and less liquidity than developed markets. The Fund invests in below investment grade bonds (known as “junk bonds”) and may be less liquid and subject to greater volatility. The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, prepayment, sovereign debt, call and interest rate risk. As interest rates rise the value of bond prices will decline.
Foreign securities are subject to political, social, or economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets.
4
BRADESCO FUNDS
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Bradesco Funds (each a “Fund” and together, the “Funds”), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested from May 1, 2016, through October 31, 2016 and held for the entire period.
Actual Expenses
The first line for each Fund in the accompanying tables provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each Fund in the accompanying tables provide information about hypothetical account values and hypothetical expenses based on such Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund(s) and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
5
BRADESCO FUNDS
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Bradesco Latin American Equity Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period* | |||||||||||||
Institutional Class | |||||||||||||||
Actual | $1,000.00 | $1,144.00 | $ 9.46 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,016.38 | 8.89 | ||||||||||||
Retail Class | |||||||||||||||
Actual | $1,000.00 | $1,143.30 | $10.80 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,015.12 | 10.16 | ||||||||||||
Bradesco Latin American Hard Currency Bond Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period** | |||||||||||||
Institutional Class | |||||||||||||||
Actual | $1,000.00 | $1,066.90 | $7.81 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,017.64 | 7.63 | ||||||||||||
Retail Class | |||||||||||||||
Actual | $1,000.00 | $1,064.10 | $9.10 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,016.39 | 8.89 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.75% and 2.00% for the Institutional Class and the Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 14.40% and 14.33% for the Institutional Class and the Retail Class shares, respectively. |
** | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.50% and 1.75% for the Institutional Class and the Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 6.69% and 6.41% for the Institutional Class and the Retail Class shares, respectively. |
6
BRADESCO LATIN AMERICAN EQUITY FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||||
COMMON STOCK: | ||||||||||
Banks | 19.5 | % | $ | 3,031,250 | ||||||
Oil & Gas | 12.0 | 1,864,422 | ||||||||
Building Materials | 7.9 | 1,228,387 | ||||||||
Beverages | 5.9 | 925,601 | ||||||||
Commercial Services. | 5.3 | 821,021 | ||||||||
Retail | 5.3 | 819,153 | ||||||||
Electric | 4.5 | 692,109 | ||||||||
REITS | 4.4 | 679,238 | ||||||||
Telecommunications | 3.8 | 599,894 | ||||||||
Diversified Financial Services | 3.2 | 503,269 | ||||||||
Insurance | 2.8 | 434,085 | ||||||||
Food | 2.6 | 405,202 | ||||||||
Iron/Steel | 2.6 | 397,992 | ||||||||
Auto Parts & Equipment. | 2.2 | 343,978 | ||||||||
Software | 1.5 | 234,151 | ||||||||
Pharmaceuticals | 1.4 | 211,026 | ||||||||
Airlines | 1.0 | 162,071 | ||||||||
Media | 0.9 | 147,180 | ||||||||
Aerospace/Defense | 0.4 | 69,518 | ||||||||
Preferred Stocks | 9.8 | 1,525,890 | ||||||||
Registered Investment Company | 5.0 | 779,816 | ||||||||
Liabilities in Excess of Other Assets | (2.0 | ) | (309,663 | ) | ||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 15,565,590 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
7
BRADESCO LATIN AMERICAN EQUITY FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — 87.2% |
| |||||||
Brazil — 52.9% | ||||||||
AMBEV SA, SP ADR | 58,200 | $ | 343,380 | |||||
B2W Cia Digital* | 55,000 | 268,625 | ||||||
Banco do Brasil SA | 43,200 | 397,083 | ||||||
BB Seguridade Participacoes SA | 43,300 | 434,085 | ||||||
BM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros | 63,500 | 373,003 | ||||||
BRF SA | 6,900 | 115,432 | ||||||
BRF SA, ADR | 9,100 | 152,152 | ||||||
CCR SA | 49,400 | 268,976 | ||||||
Cosan SA Industria e Comercio | 13,700 | 183,310 | ||||||
CPFL Energia SA | — | 4 | ||||||
EcoRodovias Infraestrutura e Logistica SA* | 131,734 | 389,177 | ||||||
Embraer SA, ADR | 3,250 | 69,518 | ||||||
Energisa SA | 43,100 | 302,456 | ||||||
Hypermarcas SA | 25,200 | 211,026 | ||||||
Itau Unibanco Holding SA, ADR | 124,190 | 1,481,587 | ||||||
Linx SA | 39,462 | 234,151 | ||||||
Lojas Renner SA | 45,500 | 384,726 | ||||||
Multiplan Empreendimentos Imobiliarios SA | 7,500 | 150,869 | ||||||
Petroleo Brasileiro SA, SP ADR* | 112,100 | 1,308,207 | ||||||
Qualicorp SA | 25,200 | 162,868 | ||||||
Telefonica Brasil SA | 19,547 | 230,130 | ||||||
Ultrapar Participacoes SA | 16,400 | 372,905 | ||||||
Vale SA, SP ADR | 61,800 | 397,992 |
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Brazil — (Continued) | ||||||||
Valid Solucoes e Servicos de Seguranca em Meios de Pagamento e Identificacao SA | — | $ | 1 | |||||
|
| |||||||
8,231,663 | ||||||||
|
| |||||||
Chile — 5.9% | ||||||||
Colbun SA | 1,166,000 | 254,024 | ||||||
Itau CorpBanca | 15,800,000 | 143,628 | ||||||
Latam Airlines Group SA, ADR* | 16,900 | 162,071 | ||||||
Parque Arauco SA | 143,439 | 355,711 | ||||||
|
| |||||||
915,434 | ||||||||
|
| |||||||
Colombia — 0.8% | ||||||||
Grupo De Inversiones Suramericana SA | 10,100 | 130,265 | ||||||
|
| |||||||
Mexico — 25.3% | ||||||||
Alsea SAB de CV | 38,200 | 142,525 | ||||||
America Movil SAB de CV, SP ADR, Class L | 7,697 | 101,139 | ||||||
Arca Continental SAB de CV | 44,200 | 274,680 | ||||||
Banregio Grupo Financiero SAB de CV | 23,800 | 156,001 | ||||||
Cemex SAB de CV, SP ADR* | 37,590 | 326,281 | ||||||
Coca-Cola Femsa SAB de CV, SP ADR | 4,100 | 307,541 | ||||||
Concentradora Fibra Danhos SA de CV, REIT | 125,450 | 229,648 | ||||||
Gruma SAB de CV, Class B | 9,900 | 137,618 | ||||||
Grupo Aeroportuario del Centro Norte SAB de CV, ADR | 2,800 | 130,760 |
The accompanying notes are an integral part of the financial statements.
8
BRADESCO LATIN AMERICAN EQUITY FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Mexico — (Continued) | ||||||||
Grupo Aeroportuario Del Sureste SAB de CV, Class B | 24,400 | $ | 388,443 | |||||
Grupo Financiero Banorte SAB de CV, Class O | 84,100 | 496,119 | ||||||
Grupo Televisa SA, SP ADR | 6,000 | 147,180 | ||||||
Infraestructura Energetica Nova SAB de CV | 30,700 | 135,625 | ||||||
PLA Administradora Industrial S de RL de CV REIT | 56,600 | 93,879 | ||||||
Promotora Y Operadora de Infraestructura SAB de CV | 20,800 | 232,034 | ||||||
Rassini SAB de CV | 74,100 | 343,978 | ||||||
Wal-Mart de Mexico SAB de CV | 138,000 | 291,902 | ||||||
|
| |||||||
3,935,353 | ||||||||
|
| |||||||
Peru — 2.3% | ||||||||
Credicorp Ltd. | 2,400 | 356,832 | ||||||
|
| |||||||
TOTAL COMMON STOCKS (Cost $12,809,367) |
| 13,569,547 | ||||||
|
| |||||||
PREFERRED STOCKS — 9.8% |
| |||||||
Brazil — 9.8% | ||||||||
Cia de Transmissao de Energia Eletrica Paulista | 7,295 | 158,287 | ||||||
Cia Energetica de Minas Gerais | 31,000 | 94,690 | ||||||
Cia Energetica de Sao Paulo, Class B | 35,600 | 164,505 |
Number of Shares | Value | |||||||
PREFERRED STOCKS — (Continued) |
| |||||||
Brazil — (Continued) | �� | |||||||
Gerdau SA | 51,100 | $ | 176,737 | |||||
Itausa - Investimentos Itau SA | 315,700 | 931,671 | ||||||
|
| |||||||
1,525,890 | ||||||||
|
| |||||||
TOTAL PREFERRED STOCKS (Cost $1,305,684) |
| 1,525,890 | ||||||
|
| |||||||
REGISTERED INVESTMENT COMPANY — 5.0% |
| |||||||
Dreyfus Government Cash Management Fund, Institutional Shares, 0.28%(a) | 779,816 | 779,816 | ||||||
|
| |||||||
TOTAL REGISTERED INVESTMENT |
| 779,816 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 102.0% |
| 15,875,253 | ||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (2.0)% | (309,663 | ) | ||||||
|
| |||||||
NET ASSETS -100.0% | $ | 15,565,590 | ||||||
|
|
* | Non-income producing. |
(a) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
ADR | American Depository Receipt | |
REIT | Real Estate Investment Trust | |
SP ADR | Sponsored American Depository Receipt |
The accompanying notes are an integral part of the financial statements.
9
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by security type of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||||
SECURITY TYPE: | ||||||||||
Corporate Bonds and Notes | 91.7 | % | $ | 14,302,502 | ||||||
Government Bonds | 6.1 | 955,800 | ||||||||
Registered Investment Company | 7.2 | 1,129,229 | ||||||||
Liabilities in Excess of Other Assets | (5.0 | ) | (786,456 | ) | ||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 15,601,075 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
10
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — 91.7% |
| |||||||
Austria — 0.1% |
| |||||||
OAS Investments GmbH | $ | 200,000 | $ | 7,250 | ||||
|
| |||||||
Brazil — 32.0% | ||||||||
Banco Daycoval SA | 200,000 | 204,000 | ||||||
Banco do Brasil SA | 700,000 | 694,540 | ||||||
Banco Santander Brasil SA | 200,000 | 201,231 | ||||||
BM&FBovespa SA | 1,500,000 | 1,567,500 | ||||||
Centrais Eletricas Brasileiras SA | 500,000 | 499,375 | ||||||
Cia Brasileira de Aluminio | 200,000 | 189,940 | ||||||
Embraer SA | 500,000 | 522,495 | ||||||
Itau Unibanco Holding SA | 200,000 | 207,500 | ||||||
Itau Unibanco Holding SA | 300,000 | 307,050 | ||||||
Itau Unibanco Holding SA | 200,000 | 203,040 | ||||||
Votorantim Cimentos SA | 400,000 | 389,000 | ||||||
|
| |||||||
4,985,671 | ||||||||
|
| |||||||
Canada — 1.9% | ||||||||
St Marys Cement, Inc. | 300,000 | 302,895 | ||||||
|
|
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Cayman Islands — 22.5% |
| |||||||
BR Malls International Finance Ltd. | $ | 400,000 | $ | 396,000 | ||||
Braskem Finance Ltd. | 250,000 | 275,000 | ||||||
Braskem Finance Ltd. | 200,000 | 207,440 | ||||||
Cosan Overseas Ltd. | 600,000 | 597,750 | ||||||
Fibria Overseas Finance Ltd. | 400,000 | 409,500 | ||||||
Marfrig Overseas Ltd. | 200,000 | 207,040 | ||||||
Suzano Trading Ltd. | 200,000 | 206,500 | ||||||
Vale Overseas Ltd. | 500,000 | 501,250 | ||||||
Vale Overseas Ltd. | 200,000 | 214,500 | ||||||
Vale Overseas Ltd. | 500,000 | 494,100 | ||||||
|
| |||||||
3,509,080 | ||||||||
|
| |||||||
Chile — 1.3% | ||||||||
Itau CorpBanca | 200,000 | 208,323 | ||||||
|
| |||||||
Colombia — 2.8% | ||||||||
Bancolombia SA | 400,000 | 440,600 | ||||||
|
| |||||||
Luxembourg — 7.5% | ||||||||
Cosan Luxembourg SA | 400,000 | 415,000 | ||||||
Klabin Finance SA | 360,000 | 354,600 |
The accompanying notes are an integral part of the financial statements.
11
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Luxembourg — (Continued) | ||||||||
Ultrapar International SA | $ | 400,000 | $ | 405,960 | ||||
|
| |||||||
1,175,560 | ||||||||
|
| |||||||
Mexico — 8.4% | ||||||||
Alfa SAB de CV | 500,000 | 543,750 | ||||||
America Movil SAB de CV | 300,000 | 328,528 | ||||||
Grupo Bimbo SAB de CV | 400,000 | 433,437 | ||||||
|
| |||||||
1,305,715 | ||||||||
|
| |||||||
Netherlands — 11.9% | ||||||||
CIMPOR Financial Operations BV | 200,000 | 172,758 | ||||||
Petrobras Global Finance BV | 500,000 | 553,150 | ||||||
Petrobras Global Finance BV 8.75%, 05/23/2026 | 1,000,000 | 1,126,500 | ||||||
|
| |||||||
1,852,408 | ||||||||
|
| |||||||
Virgin Islands — 3.3% | ||||||||
Gerdau Trade, Inc. | 500,000 | 515,000 | ||||||
|
| |||||||
TOTAL CORPORATE | 14,302,502 | |||||||
|
| |||||||
GOVERNMENT BONDS — 6.1% |
| |||||||
Brazilian Government International Bond | 300,000 | 324,300 |
Par Value | Value | |||||||
GOVERNMENT BONDS — (Continued) |
| |||||||
Brazilian Government International Bond | $ | 300,000 | $ | 342,000 | ||||
Brazilian Government International Bond | 300,000 | 289,500 | ||||||
|
| |||||||
TOTAL GOVERNMENT |
| 955,800 | ||||||
|
| |||||||
Number of Shares | ||||||||
REGISTERED INVESTMENT COMPANY — 7.2% |
| |||||||
Dreyfus Government Cash Management Fund, Institutional Shares, 0.28%(d) | 1,129,229 | 1,129,229 | ||||||
|
| |||||||
TOTAL REGISTERED INVESTMENT COMPANY |
| 1,129,229 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 105.0% |
| 16,387,531 | ||||||
LIABILITIES IN EXCESS OF |
| (786,456 | ) | |||||
|
| |||||||
NET ASSETS - 100.0% |
| $ | 15,601,075 | |||||
|
|
(a) | Investment with a total aggregate value of $7,250 or 0.05% of net assets was in default as of October 31, 2016. |
(b) | This security is callable. |
(c) | Security is perpetual. Date shown is next call date. |
(d) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
The accompanying notes are an integral part of the financial statements.
12
BRADESCO FUNDS
Statements of Assets and Liabilities
October 31, 2016
(Unaudited)
Bradesco Latin American Equity Fund | Bradesco Latin American Hard Currency Bond Fund | |||||||||
Assets | ||||||||||
Investments, at value (Cost $14,894,867 and $16,303,466, respectively) | $ | 15,875,253 | $ | 16,387,531 | ||||||
Foreign Currency (Cost $2 and $0, respectively) | 2 | — | ||||||||
Deposit with Broker | — | 32,601 | ||||||||
Receivable for investments sold | 1,139,678 | — | ||||||||
Receivable for capital shares sold | 5,065 | — | ||||||||
Dividends and interest receivable | 11,018 | 255,585 | ||||||||
Receivable from Investment Adviser | 903 | 3,322 | ||||||||
Prepaid expenses and other assets | 36,106 | 36,478 | ||||||||
|
|
|
| |||||||
Total assets | 17,068,025 | 16,715,517 | ||||||||
|
|
|
| |||||||
Liabilities | ||||||||||
Payable for investments purchased | 1,435,967 | 1,048,196 | ||||||||
Payable for audit fees | 24,569 | 26,476 | ||||||||
Payable for administration and accounting fees | 20,896 | 22,288 | ||||||||
Payable for transfer agent fees | 6,777 | 9,045 | ||||||||
Payable for printing fees | 6,511 | 4,252 | ||||||||
Payable for custodian fees | 2,452 | 1,062 | ||||||||
Payable for legal fees | 1,713 | 675 | ||||||||
Accrued expenses | 3,550 | 2,448 | ||||||||
|
|
|
| |||||||
Total liabilities | 1,502,435 | 1,114,442 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 15,565,590 | $ | 15,601,075 | ||||||
|
|
|
| |||||||
Net Assets Consisted of: | ||||||||||
Capital stock, $0.01 par value | $ | 18,488 | $ | 16,139 | ||||||
Paid-in capital | 18,151,743 | 16,317,157 | ||||||||
Accumulated net investment income | 7,062 | 19,150 | ||||||||
Accumulated net realized loss from investments, foreign currency transactions, futures contracts and translation of assets and liabilities denominated in foreign currency | (3,592,226 | ) | (835,436 | ) | ||||||
Net unrealized appreciation on investments and foreign currency translations | 980,523 | 84,065 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 15,565,590 | $ | 15,601,075 | ||||||
|
|
|
| |||||||
Institutional Class: | ||||||||||
Net asset value, offering and redemption price per share ($15,419,305 / 1,831,345) and ($15,503,895 / 1,603,855 shares) | $ | 8.42 | $ | 9.67 | ||||||
|
|
|
| |||||||
Retail Class: | ||||||||||
Net asset value, offering and redemption price per share ($146,285 / 17,466) and ($97,180 / 10,028 shares) | $ | 8.38 | $ | 9.69 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
13
BRADESCO FUNDS
Statements of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Bradesco | ||||||||||
Bradesco Latin | Latin American | |||||||||
American Equity | Hard Currency Bond | |||||||||
Fund | Fund | |||||||||
Investment Income | ||||||||||
Dividends | $ | 152,805 | $ | — | ||||||
Less: foreign taxes withheld | (12,550 | ) | — | |||||||
Interest | 566 | 376,466 | ||||||||
|
|
|
| |||||||
Total investment income | 140,821 | 376,466 | ||||||||
|
|
|
| |||||||
Expenses | ||||||||||
Advisory fees (Note 2) | 69,612 | 57,587 | ||||||||
Administration and accounting fees | 35,699 | 35,494 | ||||||||
Registration and filing fees | 13,928 | 14,201 | ||||||||
Custodian fees (Note 2) | 11,124 | 8,127 | ||||||||
Legal fees | 10,740 | 13,025 | ||||||||
Transfer agent fees (Note 2) | 9,690 | 12,456 | ||||||||
Audit fees | 8,848 | 8,976 | ||||||||
Trustees’ and officers’ fees (Note 2) | 8,594 | 11,008 | ||||||||
Printing and shareholder reporting fees | 3,843 | 7,264 | ||||||||
Distribution fees (Retail Class) (Note 2) | 128 | 120 | ||||||||
Other expenses. | 9,762 | 10,340 | ||||||||
|
|
|
| |||||||
Total expenses | 181,968 | 178,598 | ||||||||
|
|
|
| |||||||
Less: waivers and reimbursements (Note 2) | (60,019 | ) | (63,273 | ) | ||||||
|
|
|
| |||||||
Net expenses after waivers and reimbursements | 121,949 | 115,325 | ||||||||
|
|
|
| |||||||
Net investment income | 18,872 | 261,141 | ||||||||
|
|
|
| |||||||
Net realized and unrealized gain/(loss) from investments | ||||||||||
Net realized gain from investments* | 598,368 | 118,809 | ||||||||
Net realized gain from written options** | — | 16,313 | ||||||||
Net realized loss from foreign currency transactions | (27,943 | ) | — | |||||||
Net realized gain from futures contracts** | — | 28,227 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | 1,362,880 | 543,150 | ||||||||
Net change in unrealized appreciation/(depreciation) on foreign currency translations | (189 | ) | — | |||||||
|
|
|
| |||||||
Net realized and unrealized gain on investments | 1,933,116 | 706,499 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | $ | 1,951,988 | $ | 967,640 | ||||||
|
|
|
|
* | Includes realized loss on purchased options of $(53,141) for the Bradesco Latin American Hard Currency Bond Fund. Primary risk exposure is equity contracts. |
** | Primary risk exposure is interest rate contracts. |
The accompanying notes are an integral part of the financial statements.
14
BRADESCO LATIN AMERICAN EQUITY FUND
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||
Increase/(Decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 18,872 | $ | 136,551 | ||||||
Net realized gain/(loss) from investments and foreign currency transactions | 570,425 | (2,459,753 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations | 1,362,691 | 154,864 | ||||||||
|
|
|
| |||||||
Net increase/(decrease) in net assets resulting from operations | 1,951,988 | (2,168,338 | ) | |||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 35,282 | 27,302 | ||||||||
|
|
|
| |||||||
Total increase/(decrease) in net assets | 1,987,270 | (2,141,036 | ) | |||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 13,578,320 | 15,719,356 | ||||||||
|
|
|
| |||||||
End of period | $ | 15,565,590 | $ | 13,578,320 | ||||||
|
|
|
| |||||||
Accumulated net investment gain/(loss), end of period | $ | 7,062 | $ | (11,810 | ) | |||||
|
|
|
|
The accompanying notes are an integral part of the financial statements
15
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||
Increase/(Decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 261,141 | $ | 478,991 | ||||||
Net realized gain/loss from investments, foreign currency transactions and futures contracts | 163,349 | (874,581 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations | 543,150 | (322,417 | ) | |||||||
|
|
|
| |||||||
Net increase/decrease in net assets resulting from operations | 967,640 | (718,007 | ) | |||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Institutional Class | (259,141 | ) | (473,674 | ) | ||||||
Retail Class | (1,486 | ) | (2,776 | ) | ||||||
|
|
|
| |||||||
Total from net investment income | (260,627 | ) | (476,450 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (260,627 | ) | (476,450 | ) | ||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 222,439 | 406,479 | ||||||||
|
|
|
| |||||||
Total increase/(decrease) in net assets | 929,452 | (787,978 | ) | |||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 14,671,623 | 15,459,601 | ||||||||
|
|
|
| |||||||
End of period | $ | 15,601,075 | $ | 14,671,623 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 19,150 | $ | 18,636 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
16
BRADESCO LATIN AMERICAN EQUITY FUND
Financial Highlights
Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for each of the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | ||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Year Ended April 30, 2015 | For the Period December 20, 2013* to April 30, 2014 | |||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 7.36 | $ | 8.54 | $ | 10.24 | $ | 10.00 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net investment income(1) | 0.01 | 0.07 | 0.06 | 0.06 | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 1.05 | (1.25 | ) | (1.75 | )(2) | 0.18 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net increase/(decrease) in net assets resulting from operations | 1.06 | (1.18 | ) | (1.69 | ) | 0.24 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||
Net investment income | — | — | (0.01 | ) | — | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 8.42 | $ | 7.36 | $ | 8.54 | $ | 10.24 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total investment return(3) | 14.40 | % | (13.82 | )% | (16.51 | )%(2) | 2.40 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 15,419 | $ | 13,481 | $ | 15,637 | $ | 1,024 | ||||||||||||
Ratio of expenses to average net assets | 1.75 | %(4) | 1.75 | % | 1.75 | % | 1.75 | %(4) | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 2.61 | %(4) | 2.98 | % | 3.27 | % | 23.40 | %(4) | ||||||||||||
Ratio of net investment income to average net assets | 0.27 | %(4) | 1.08 | % | 0.60 | % | 1.70 | %(4) | ||||||||||||
Portfolio turnover rate | 50.95 | %(6) | 76.71 | % | 120.72 | % | 15.55 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | During the period, the Adviser reimbursed the Fund for a loss on an investment not meeting the Fund’s investment guidelines. Had this reimbursement not occurred, the Net realized and unrealized gain/(loss) on investments and the Total investment return would have been $(1.83) and (17.29)%, respectively. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
17
BRADESCO LATIN AMERICAN EQUITY FUND
Financial Highlights
Contained below is per share operating performance data for Retail Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total return in the table represents the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Retail Class | |||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Period June 9, 2014* to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 7.33 | $ | 8.53 | $ | 10.86 | |||||||||
|
|
|
|
|
| ||||||||||
Net investment income(1) | — | (2) | 0.06 | 0.02 | |||||||||||
Net realized and unrealized gain/(loss) on investments | 1.05 | (1.26 | ) | (2.35 | )(3) | ||||||||||
|
|
|
|
|
| ||||||||||
Net increase/(decrease) in net assets resulting from operations | 1.05 | (1.20 | ) | (2.33 | ) | ||||||||||
|
|
|
|
|
| ||||||||||
Net asset value, end of period | $ | 8.38 | $ | 7.33 | $ | 8.53 | |||||||||
|
|
|
|
|
| ||||||||||
Total investment return(4) | 14.33 | % | (14.07 | )% | (21.46 | )%(3) | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 146 | $ | 97 | $ | 83 | |||||||||
Ratio of expenses to average net assets | 2.00 | %(5) | 2.00 | % | 2.00 | %(5) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(6) | 2.86 | %(5) | 3.21 | % | 4.58 | %(5) | |||||||||
Ratio of net investment income to average net assets | 0.02 | %(5) | 0.83 | % | 0.25 | %(5) | |||||||||
Portfolio turnover rate | 50.95 | %(7) | 76.71 | % | 120.72 | %(8) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | During the period, the Adviser reimbursed the Fund for a loss on an investment not meeting the Fund’s investment guidelines. Had this reimbursement not occurred, the Net realized and unrealized gain/(loss) on investments and the Total investment return would have been $(2.49) and (22.65)%, respectively. |
(4) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(5) | Annualized. |
(6) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(7) | Not annualized. |
(8) | Reflects portfolio turnover for the Fund for the year ended April 30, 2015. |
The accompanying notes are an integral part of the financial statements.
18
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Financial Highlights
Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for each of the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | ||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Year Ended April 30, 2015 | For the Period December 20 2013* to April 30, 2014 | |||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 9.22 | $ | 10.01 | $ | 10.34 | $ | 10.00 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net investment income(1) | 0.16 | 0.31 | 0.25 | 0.13 | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.45 | (0.79 | ) | (0.24 | ) | 0.28 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.61 | (0.48 | ) | 0.01 | 0.41 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||
Net investment income | (0.16 | ) | (0.31 | ) | (0.27 | ) | (0.07 | ) | ||||||||||||
Net realized gains | — | — | (0.07 | ) | — | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total dividends and distributions to shareholders | (0.16 | ) | (0.31 | ) | (0.34 | ) | (0.07 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 9.67 | $ | 9.22 | $ | 10.01 | $ | 10.34 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total investment return(2) | 6.69 | % | (4.72 | )% | 0.07 | % | 4.10 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 15,504 | $ | 14,580 | $ | 15,362 | $ | 4,704 | ||||||||||||
Ratio of expenses to average net assets | 1.50 | %(3) | 1.50 | % | 1.50 | % | 1.50 | %(3) | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 2.32 | %(3) | 2.41 | % | 2.81 | % | 7.61 | %(3) | ||||||||||||
Ratio of net investment income to average net assets | 3.40 | %(3) | 3.35 | % | 2.48 | % | 3.59 | %(3) | ||||||||||||
Portfolio turnover rate | 34.20 | %(5) | 50.22 | % | 109.19 | % | 6.52 | %(5) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
19
BRADESCO LATIN AMERICAN HARD CURRENCY BOND FUND
Financial Highlights
Contained below is per share operating performance data for Retail Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total return in the table represents the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Retail Class | |||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Period June 9, 2014* to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 9.25 | $ | 10.03 | $ | 10.53 | |||||||||
|
|
|
|
|
| ||||||||||
Net investment income(1) | 0.15 | 0.28 | 0.20 | ||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.44 | (0.78 | ) | (0.41 | ) | ||||||||||
|
|
|
|
|
| ||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.59 | (0.50 | ) | (0.21 | ) | ||||||||||
|
|
|
|
|
| ||||||||||
Dividends and distributions to shareholders from: | |||||||||||||||
Net investment income | (0.15 | ) | (0.28 | ) | (0.22 | ) | |||||||||
Net realized gains | — | — | (0.07 | ) | |||||||||||
|
|
|
|
|
| ||||||||||
Total dividends and distributions to shareholders | (0.15 | ) | (0.28 | ) | (0.29 | ) | |||||||||
|
|
|
|
|
| ||||||||||
Net asset value, end of period | $ | 9.69 | $ | 9.25 | $ | 10.03 | |||||||||
|
|
|
|
|
| ||||||||||
Total investment return(2) | 6.41 | % | (4.83 | )% | (1.97 | )% | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 97 | $ | 92 | $ | 97 | |||||||||
Ratio of expenses to average net assets | 1.75 | %(3) | 1.75 | % | 1.75 | %(3) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 2.57 | %(3) | 2.66 | % | 3.11 | %(3) | |||||||||
Ratio of net investment income to average net assets | 3.15 | %(3) | 3.10 | % | 2.27 | %(3) | |||||||||
Portfolio turnover rate | 34.20 | %(5) | 50.22 | % | 109.19 | %(5) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(3) | Annualized. |
(4) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
20
BRADESCO FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund (each a “Fund” and together the “Funds”) are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds commenced operations on December 20, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class A, Class C, Institutional Class and Retail Class shares. As of October 31, 2016, Class A and Class C shares had not been issued for the Funds.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the FundVantage Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Futures contracts are generally valued using the settlement price determined by the relevant exchange. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in any mutual fund are
21
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedure adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuations techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• Level 3 — | significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments). |
The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out are recognized at the value at the end of the period.
Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.
22
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The following is a summary of the inputs used, as of October 31, 2016, in valuing each Fund’s investments carried at fair value:
Bradesco Latin American Equity Fund | ||||||||||||||||
Total Value at 10/31/16 | Level 1 Quoted Price | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Common Stocks | $ | 13,569,547 | $ | 13,569,547 | $ | — | $ | — | ||||||||
Preferred Stocks | 1,525,890 | 1,525,890 | — | — | ||||||||||||
Registered Investment Company | 779,816 | 779,816 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | $ | 15,875,253 | $ | 15,875,253 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
| |||||||||
Bradesco Latin American Hard Currency Bond Fund | ||||||||||||||||
Total Value at 10/31/16 | Level 1 Quoted Price | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Corporate Bonds and Notes | $ | 14,302,502 | $ | — | $ | 14,302,502 | $ | — | ||||||||
Government Bonds | 955,800 | — | 955,800 | — | ||||||||||||
Registered Investment Company | 1,129,229 | 1,129,229 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | $ | 16,387,531 | $ | 1,129,229 | $ | 15,258,302 | $ | — | ||||||||
|
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|
|
|
|
|
|
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values each Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
23
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when such Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no significant transfers among Levels 1, 2 and 3 for the Funds.
Forward Foreign Currency Contracts — A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. The fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract.
Futures Contracts — The Funds may use futures contracts for hedging or speculative purposes consistent with its investment objective. Upon entering into a futures contract, the Funds must deposit initial margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. Pursuant to the futures contract, the Funds agree to receive from, or pay to the broker, an amount of cash equal to the daily fluctuation in value of the contract. Such a receipt of payment is known as “variation margin” and is recorded by the Funds as an unrealized gain or loss. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Funds’ basis in the contract. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with changes in the value of the underlying securities. Use of long futures contracts subjects the Funds to risk of loss in excess of the amount shown on the Statements of Assets and Liabilities, up to the notional value of the futures contract. Use of short futures contracts subjects the Funds to unlimited risk of loss.
24
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For the six months ended October 31, 2016, the Bradesco Latin American Hard Currency Bond Fund’s quarterly average volume of derivatives was as follows:
Purchased Options (Cost) |
$4,682 |
As of October 31, 2016, the Fund had no open future contracts.
Purchased Options — The Funds are subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Funds purchase option contracts. This transaction is used to hedge against the values of equities. The risk associated with purchasing an option is that the Funds pays a premium whether or not the option is exercised. Additionally, the Funds bear the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.
Options Written — The Funds are subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge the values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Funds also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Funds also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid. As of October 31, 2016, the Funds had no written options.
25
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The Bradesco Latin American Hard Currency Bond Fund had transactions in options written during the six month period October 31, 2016 as follows:
Number of Contracts | Premium | |||||||||
Outstanding, April 30, 2016 | — | $ | — | |||||||
Options Written | 133 | 49,813 | ||||||||
Options Closed | (133 | ) | (49,813 | ) | ||||||
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|
| |||||||
Outstanding, October 31, 2016 | — | $ | — | |||||||
|
|
|
|
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Funds’ investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
Each Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in a Fund’s Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in a Fund’s Statement of Operations.
26
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid at least annually to shareholders of the Bradesco Latin American Equity Fund and dividends from net investment income, if any, are declared and paid quarterly to shareholders of the Bradesco Latin American Hard Currency Bond Fund. Distributions from net realized capital gains, if any, will be declared and paid at least annually to shareholders and recorded on ex-date for both Funds. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against each Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect each Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of each Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of each Fund’s holdings in foreign securities.
Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.
27
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Emerging Markets Risk — The Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund invests in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.
Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
2. Transactions with Related Parties and Other Service Providers
BRAM US LLC (“BRAM US” or the “Adviser”) serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Bradesco Latin American Equity Fund’s average daily net assets, and 0.75% of the Bradesco Latin American Hard Currency Bond Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent necessary to ensure that the “Total Annual Fund Operating Expenses”, excluding taxes, any class specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.75% and 1.50% (on an annual basis) of the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund’s average daily net assets (the “Expense Limitations”), respectively. The Expense Limitations will remain in place with
28
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
respect to each Fund until August 31, 2017, unless the Board of Trustees of the Trust approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for each Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur with respect to a Fund unless such Fund’s expenses are below the Expense Limitation amount.
For the six months ended October 31, 2016, investment advisory fees accrued and waived were $69,612 and $60,019 and $57,587 and $57,587 for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund, respectively. Additionally, the Adviser reimbursed expenses and other fees of $5,686 for the Bradesco Latin American Hard Currency Bond Fund
As of October 31, 2016, the amounts of potential recoupment by the Adviser were as follows:
Expiration | |||||||||||||||||||||||||
04/30/2017 | 04/30/2018 | 04/30/2019 | 04/30/2020 | Total | |||||||||||||||||||||
|
| ||||||||||||||||||||||||
Bradesco Latin American Equity Fund | $ | 53,081 | $ | 161,787 | $ | 155,890 | $ | 60,019 | $ | 430,777 | |||||||||||||||
Bradesco Latin American Hard Currency Bond Fund | 56,142 | 158,963 | 130,601 | 63,273 | 408,979 |
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annualized percentage rate of each Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.
29
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Retail Class shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Retail Class shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Retail Class shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $3,961 and $4,641 for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund, respectively. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Funds or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:
Purchases | Sales | |||||||||
Bradesco Latin American Equity Fund | $ | 6,994,408 | $ | 6,839,163 | ||||||
Bradesco Latin American Hard Currency Bond Fund | 5,875,339 | 4,833,829 |
30
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
Bradesco Latin American Equity Fund | ||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||
Institutional Class | ||||||||||||||||||||
Sales | — | $ | — | — | $ | — | ||||||||||||||
Reinvestments | — | — | — | — | ||||||||||||||||
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Net Increase | — | $ | — | — | $ | — | ||||||||||||||
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Retail Class | ||||||||||||||||||||
Sales | 4,612 | $ | 38,106 | 3,513 | $ | 27,302 | ||||||||||||||
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Redemptions | (360 | ) | (2,824 | ) | — | — | ||||||||||||||
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Net Increase | 4,252 | $ | 35,282 | 3,513 | $ | 27,302 | ||||||||||||||
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Total Net Increase | 4,252 | $ | 35,282 | 3,513 | $ | 27,302 | ||||||||||||||
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Bradesco Latin American Hard Currency Bond Fund | ||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||
Institutional Class | ||||||||||||||||||||
Sales | — | $ | — | 800,010 | $ | 7,208,092 | ||||||||||||||
Reinvestments | 23,319 | 221,403 | 45,121 | 404,420 | ||||||||||||||||
Redemptions | — | — | (800,010 | ) | (7,208,092 | ) | ||||||||||||||
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Net Increase. | 23,319 | $ | 221,403 | 45,121 | $ | 404,420 | ||||||||||||||
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31
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Bradesco Latin American Hard Currency Bond Fund | ||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||
Retail Class | ||||||||||||||||||||
Sales | 11 | $ | 100 | 13 | $ | 115 | ||||||||||||||
Reinvestments | 109 | 1,041 | 216 | 1,944 | ||||||||||||||||
Redemptions | (11 | ) | (105 | ) | — | — | ||||||||||||||
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Net Increase. | 109 | $ | 1,036 | 229 | $ | 2,059 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total Net Increase | 23,428 | $ | 222,439 | 45,350 | $ | 406,479 | ||||||||||||||
|
|
|
|
|
|
|
|
There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 30 days or less. The redemption fee is retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in-capital. For the six months ended October 31, 2016, there were no redemption fees charged.
5. Federal Tax Information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, there were no distributions for the Bradesco Latin American Equity Fund, and the tax character of distributions paid by the Bradesco Latin American Hard Currency Bond Fund was $476,450 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
32
BRADESCO FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss Carryforward | Undistributed Ordinary Income | Undistributed Long-Term Gain | Unrealized Depreciation | Qualified Late-Year Losses | |||||||||||||||||||||
Bradesco Latin American Equity Fund | $ | (2,730,536 | ) | $ | — | $ | — | $ | (763,162 | ) | $ | (1,062,931 | ) | ||||||||||||
Bradesco Latin American Hard Currency Bond Fund | (397,523 | ) | 44,925 | — | (534,316 | ) | (552,320 | ) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Foreign currency and short-term capital gains are reported as ordinary income for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:
Federal Tax Cost* | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation | |||||||||||||||||
Bradesco Latin American Equity Fund | $ | 14,894,867 | $ | 1,538,377 | $ | (557,991 | ) | $ | 980,386 | |||||||||||
Bradesco Latin American Hard Currency Bond Fund | 16,303,466 | 376,517 | (292,452 | ) | 84,065 |
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the fiscal year ended April 30, 2016, the Funds deferred to May 1, 2016 the following losses:
Late-Year Ordinary Losses Deferral | Short-Term Capital Loss Deferral | Long-Term Capital Loss Deferral | |||||||||||||
Bradesco Latin American Equity Fund | $— | $794,027 | $268,904 | ||||||||||||
Bradesco Latin American Hard Currency Bond Fund | — | 478,782 | 73,538 |
33
BRADESCO FUNDS
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Bradesco Latin American Equity Fund had capital loss carryforwards of $2,730,536, of which $1,886,572 are short-term losses and $843,964 are long-term losses. As of April 30, 2016, the Bradesco Latin American Hard Currency Bond Fund had capital loss carryforwards of $397,523, of which $328,897 are short-term losses and $68,626 are long-term losses.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
34
BRADESCO FUNDS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 670-5705 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on June 20-21 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between BRAM US LLC (“BRAM” or the “Advisor”) and the Trust (the “BRAM Agreement”) on behalf of Bradesco Latin American Equity Fund and Bradesco Latin American Hard Currency Bond Fund (the “Bradesco Funds”). At the Meeting, the Board considered the continuation of the Agreement with respect to the Bradesco Funds for an additional one year period.
In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Bradesco Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Bradesco Funds, (iv) investment performance, (v) the capitalization and financial condition of BRAM, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Bradesco Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on BRAM’s ability to service the Bradesco Funds, (x) compliance with the Funds’ investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at
35
BRADESCO FUNDS
Other Information
(Unaudited)
the Board meetings throughout the year covering matters such as the relative performance of the Bradesco Funds; compliance with the investment objectives, policies, strategies and limitations for the Bradesco Funds; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from BRAM attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.
Performance. The Trustees considered the investment performance for the Bradesco Funds and BRAM. The Trustees reviewed the historical performance charts for the Bradesco Latin American Fund as compared to the MSCI Latam Net Return Index and a Luxembourg Fund, managed by BRAM Brazil with comparable performance to the Bradesco Latin American Fund, for the one year and since inception periods ended April 30, 2016 and as compared to a Lipper universe comprised of institutional Latin American and Emerging Markets Funds with $250 million or less in assets (“Lipper Universe”) for the year-to-date, one year, two year and since inception periods ended March 31, 2016.
The Trustees also reviewed the investment performance of the Bradesco Latin American Bond Fund as compared to the CS (Credit Suisse) Latam Corporate 0-6Y A/B Index and a Luxembourg Fund managed by BRAM Brazil with comparable performance to the Bradesco Latin American Bond Fund for the one year and since inception periods ended April 30, 2016 and as compared to the Lipper Emerging Market Hard Currency Debt Index for the year-to-date, one year, two year and since inception periods ended March 31, 2016.
The Trustees noted that the Bradesco Latin American Fund had underperformed the MSCI Latam Net Return Index and the comparable Luxembourg Fund for the one year and since inception periods as of April 30, 2016. The Trustees concluded that, although the Bradesco Latin American Fund had underperformed the MSCI Latam Net Return Index and the comparable Luxembourg Fund, the performance of the Bradesco Latin American Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
The Trustees noted that the Bradesco Latin American Bond Fund underperformed the CS (Credit Suisse) Latam Corporate 0-6Y A/B Index and the comparable Luxembourg Fund for the one year and since inception periods as of April 30, 2016. It was further noted that the Bradesco Latin American Bond Fund had outperformed the Lipper Emerging Market Hard Currency Debt Index for the year-to-date period and underperformed for the one year, two year and since inception periods as of March 31, 2016. The Trustees concluded that, although the Bradesco Latin American Bond Fund had underperformed the CS (Credit Suisse) Latam Corporate 0-6Y A/B Index, the comparable Luxembourg Fund and the Lipper Emerging Market Hard Currency Debt Index during certain periods, the performance of the Bradesco Latin American Bond Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
36
BRADESCO FUNDS
Other Information
(Unaudited)
Fees. The Trustees noted that the representatives of BRAM had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the Funds and any other ancillary benefit resulting from BRAM’s relationship with the Bradesco Funds. The Trustees also reviewed information regarding the fees BRAM charges to other clients and evaluated explanations provided by BRAM as to differences in fees charged to the Bradesco Funds and other similarly managed accounts. The Trustees reviewed fees charged by other advisers that manage comparable mutual funds with similar strategies. The Trustees concluded that the advisory fees and services provided by BRAM are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Bradesco Funds as measured by the information provided by BRAM.
The Board considered, among other data, the specific factors and related conclusions set forth below with respect to each Bradesco Fund:
Bradesco Latin American Equity Fund. With respect to advisory fees and expenses, the Bradesco Latin American Fund’s Institutional Class shares and Retail Class shares were higher than the net total expense ratio and gross advisory fee of the median of funds with a similar share class in the Lipper Universe. The Bradesco Latin American Fund’s Institutional Class shares and Retail Class shares had a lower net advisory fee than the median net advisory fee of the median of funds with a similar share class in the Lipper Universe. It was noted that the expense universe has been filtered to only include funds with $250 million or less in assets. The Trustees also discussed the limitations of the comparative expense information of the Bradesco Latin American Fund, given the potential varying nature, extent and quality of the services provided by the advisors of other portfolios included in comparative the Lipper Fund category. Based upon their review, the Trustees concluded that the Fund’s advisory fee was reasonable in light of the high quality of services received by the Fund from BRAM.
Bradesco Latin American Hard Currency Bond Fund. With respect to advisory fees and expenses, the net total expense ratio and gross advisory fee for the Fund’s Institutional Class shares and Retail Class shares were higher than the net total expense ratio and gross advisory fee of the median of funds with a similar share class in the Lipper Emerging Markets Hard Currency Debt Fund category. Bradesco Latin American Bond Fund’s Institutional Class shares and Retail Class shares had a lower net advisory fee than the median net advisory fee of the median of funds with a similar share class in the Lipper Emerging Markets Hard Currency Debt Fund category. The Trustees also discussed the limitations of the comparative expense information of the Bradesco Latin American Bond Fund, given the potential varying nature, extent and quality of the services provided by the advisors of other portfolios included in the Lipper Emerging Markets Hard Currency Debt Fund category. Based upon their review, the Trustees concluded that the Fund’s performance was satisfactory and that the advisory fee was reasonable in light of the high quality of services received by the Fund from BRAM.
37
BRADESCO FUNDS
Other Information
(Unaudited) (Concluded)
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of BRAM, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by BRAM, the Board took into account its familiarity with BRAM’s management through Board meetings, discussions and reports during the preceding year. The Board also took into account BRAM’s compliance policies and procedures and reports regarding BRAM’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Bradesco Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Bradesco Funds by BRAM and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the BRAM Agreement, that the quality of the services appeared to be consistent with industry norms and that the Bradesco Funds are likely to benefit from the continued receipt of those services. They also concluded that BRAM has sufficient personnel, with the appropriate education and experience, to serve the Bradesco Funds effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees considered the costs of the services provided by BRAM, the compensation and benefits received by BRAM in providing services to the Bradesco Funds, as well as Bradesco’s profitability. The Trustees were provided with BRAM’s most recent unaudited balance sheet and income statement as of April 2016. The Trustees noted that BRAM’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that BRAM’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Bradesco Funds specifically. The Trustees concluded that BRAM’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Bradesco Funds.
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Bradesco Funds grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Bradesco Funds for the benefit of fund shareholders but that the advisory fee did not currently include breakpoint reductions as asset levels increase.
At the Meeting, the Trustees unanimously approved the continuation of the BRAM Agreement for an additional one year period. In approving the continuation of the BRAM Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by BRAM. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the BRAM Agreement would be in the best interests of the Bradesco Funds and their shareholders.
38
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Investment Adviser
BRAM US LLC
Park Avenue, 32nd Floor
New York, New York, 10022
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
BRA-1016
BRADESCO LATIN
AMERICAN
EQUITY FUND
BRADESCO LATIN
AMERICAN HARD
CURRENCY
BOND FUND
of
FundVantage Trust
Institutional Class
Retail Class
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Bradesco Latin American Equity Fund and the Bradesco Latin American Hard Currency Bond Fund.
DUPONT CAPITAL EMERGING MARKETS FUND
Semi-Annual Investment Adviser’s Report
October 31, 2016
(Unaudited)
Dear Fund Shareholder,
The DuPont Capital Emerging Markets Fund returned +10.41% for the six-month period ending October 31, 2016, representing an excess return 1.0% relative to the 9.41% for the index (net of fees).
Emerging Markets equities continued to rally from the year-to-date lows and growth scare precipitated by Chinese economic and currency gyrations early in 2016. Stabilizing capital flows, coupled with more transparent policy protocols, provided reassurance that an imminent crisis had been averted. Furthermore, a 50% recovery in the crude oil price from sub-$30 per barrel and attenuating supply-demand imbalances for other industrial commodities boosted sentiment. Cyclical sectors and companies with relatively attractive valuations, benefited most from the increasing investor appetite for risk, but all economic sectors posted positive USD returns. The market’s uptrend was not seriously hampered by events across the political landscape – the most newsworthy being the impeachment and removal of Brazil’s President Rousseff and the attempted coup that occurred in Turkey. Nigeria’s currency devaluation was a less of a surprise, given the state of the country’s public finances, while the death of Thailand’s much-revered monarch did not trigger any local upheavals. Regional elections in South Africa saw opposition parties make headway into traditional ANC government heartlands.
At the sector level, the fund’s outperformance was derived from a combination of favorable sector allocations and strong stock-specific contributions within cyclical categories. The fund’s exposure to strategically-advantaged Asian semiconductor and electronic component suppliers contributed positively, as did focused selectivity on Brazilian vehicle sub-suppliers within Industrials and low-cost cement producers within Materials. From an aggregate positioning perspective, the fund’s pro-cyclical tilt– and corresponding under-allocations to richly-valued sectors such as Consumer Staples, Health Care and Utilities – was rewarded. Financials represented the one area of disappointing performance, as our Eastern European bank holdings struggled with low interest rates and compressed lending spreads.
Viewed geographically, relative performance was driven by a positive realization in Asia, although this was attributable to stock-specifics rather than net country weightings. The fund’s long-standing underweight in China was slightly detrimental in aggregate, but was more than offset by favorable contributions within our holdings. In Europe and Africa, the aforementioned weakness in European lenders were offset by healthy returns from media, banks and gaming companies in South Africa. Our underweight to high-beta and commodity-sensitive names in Brazil – often due to governance concerns – was a headwind in Latin America, but were compensated for by exposure to steel and cement names elsewhere in the region.
Investment Environment and Outlook
We believe the recent result of the U.S. presidential election reconfigures the risk environment and poses potential new conundrums for Emerging Markets economies. A material rise in U.S. bond yields –driven by expectations of fiscal stimulus – compounds market sentiment that was already beginning to
1
DUPONT CAPITAL EMERGING MARKETS FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
tentatively consider reflationary factors. The prospect of tangible interest rate hikes in the U.S., in tandem with uncertainty as to how anti-trade rhetoric may translate into policy, suggests that uncertainty and volatility levels could remain elevated. Many Emerging Market currencies, led by the Mexican peso, have fallen sharply as a result. Ultimately, we suspect that the most combative tariff and renegotiation plans will be diluted by the realpolitik that such measures would inevitably have repercussions for the U.S. itself. However, an anti-trade stance is a cause for concern, particularly at a time when global trade growth is already undershooting that of global GDP, and higher borrowing costs could also impact producer confidence.
We are cautiously optimistic that the China, while experiencing a further slowing of growth, will avoid an outright crisis or hard landing. The Chinese government has been able to make the necessary adjustments to stabilize growth and the currency. However, we believe that domestic debt levels continue to grow at an unsustainable pace, which may cause problems in the future. In our view Chinese economic growth and stability remains a key determinant of sentiment for many other export-oriented or commodity-sensitive emerging markets.
Overall, the fund’s tilt toward to cyclical sectors such as Consumer Discretionary, Energy, Industrials and Materials reflects our value-seeking principles. Valuations appear the most attractive in these categories both relative to defensive sectors and relative to history. Furthermore, economic growth is modest but sufficient to warrant company-level discernment on a valuation basis. From a risk perspective, the fund’s diversified positioning - avoiding concentrations in any particular country or industry – is maintained.
We appreciate your investment in the Fund and look forward to communicating with you in the future.
DuPont Capital Management Corporation
This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal year ended October 31, 2016 and reflects the views of the investment advisor at the time of this writing. These views may change and do not guarantee future performance of the Fund or the markets.
Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.
Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop
2
DUPONT CAPITAL EMERGING MARKETS FUND
Semi-Annual Investment Adviser’s Report (Concluded)
October 31, 2016
(Unaudited)
unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency valuations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets.
Foreign securities are subject to political, social, and economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets. The value of debt securities generally falls when interest rates rise.
3
DUPONT CAPITAL EMERGING MARKETS FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six Months† | 1 Year | 3 Year | 5 Year | Since Inception* | |||||||||||||||||||||
Class I Shares | 10.41 | % | 9.38 | % | -6.75 | % | -2.46 | % | -4.26 | % | |||||||||||||||
MSCI Emerging Markets Net Dividend Index | 9.41 | % | 9.27 | % | -2.05 | % | 0.55 | % | -1.22 | %** |
† | Not Annualized. |
* | The DuPont Capital Emerging Markets Fund (the “Fund”) commenced operations on December 6, 2010. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-0014.
As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” are 1.66% and 1.30%, respectively of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. DuPont Capital Management Corporation (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions do not exceed 1.27% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. Effective September 1, 2016, the Fund’s Expense Limitation (on an annual basis) was reduced from 1.60% of the Fund’s average daily net assets to its current rate of 1.27%. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.
A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of the MSCI Emerging Markets Net Dividend Index. The MSCI Emerging Markets Net Dividend Index is a float-adjusted market capitalization index consisting of 21 emerging economies. This index is net total return which reinvests dividends after the deduction of withholding taxes using (for international indices) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. MSCI Emerging Markets Net Dividend Index uses the maximum withholding tax rate applicable to institutional investors. The returns for this index do not include any transaction costs, management fees or other costs. It is impossible to invest directly in an index.
4
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Semi-Annual Investment Adviser’s Report
October 31, 2016
(Unaudited)
Dear Fund Shareholder,
The DuPont Capital Emerging Markets Debt Fund returned +6.59% net of fees, for the six-month period ending October 31, 2016. The JP Morgan Emerging Markets Bond Index Global Diversified rose +6.03% over the trailing six-months ending October 31, 2016, so the fund outperformed the benchmark by 56 basis points for the period.
Emerging Markets Debt (“EMD”) and most fixed income sectors performed well over the past six months despite choppy global economic growth, the surprising Brexit vote, uncertainty over the unusual U.S. presidential election and changing expectations over the timing of a Federal Reserve rate hike. Commodity prices mostly rose earlier in the six-month period and then stabilized, leading energy and other commodity-focused countries and sectors to gains.
Both U.S. dollar and local currency EMD posted strong returns over the six-month period, outpacing most fixed income asset classes excluding high yield. More stable commodity prices, moderate growth in many regions of the world and the search for yield led investors to move toward the EMD asset class. U.S. treasury prices did not change significantly over the period after a meaningful rally earlier in the year that led to a large decline in interest rates for all maturities. For the six-months, the yield of the ten-year treasury rose by just 1 basis point to 1.84% while the five year rose by 3 basis points to 1.31%. Investors continued to be attracted by both valuations and yields relative to other fixed income sectors.
Emerging Markets (“EM”) U.S. Dollar sovereigns outperformed local-currency EMD. Within U.S. Dollar sovereigns, non-investment grade countries greatly outperformed higher quality, investment grade sovereigns. Some of the best performing countries included Venezuela which returned +32%, Zambia, Ghana and Iraq. All but two countries had positive returns, and the countries with the worst returns were Mozambique, Turkey and the Philippines. In local currency bonds, Mexico and Turkey posted the worst returns while Brazil and South Africa had double-digit positive returns. Spreads tightened by 70 basis points during the last six months to 340 over Treasuries, while the yield of the index decreased by 71 basis points and closed at 5.24%. In the Fund, a large overweight to Venezuela, including holdings in both the sovereign bonds and Petroleos de Venezuela, was the major position that added significantly to relative returns. In addition, overweight’s and positioning in Ukraine, Brazil and Mongolia also benefitted relative returns. Our allocation to Mexico local currency bonds detracted from returns as did underweights to Costa Rica, Ecuador and El Salvador.
The primary overweight exposures in the Fund include Mexico, Brazil, Venezuela, Ukraine and Mongolia. In local currency bonds, the main positions are in Mexico and Brazil. The Fund has a yield advantage when compared to the benchmark, mostly due to the overweights to Venezuela, Ukraine and the local currency exposure to Mexico and Brazil.
5
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
Investment Environment and Outlook
EMD has performed extremely well in 2016. Both hard and local currency have had a huge run year-to-date with returns for each sector exceeding +13%. As a result, several countries have moved in our models, indicating they have less value than earlier in the year. Overall, our models show that EMD is close to fair value. We continue to have a positive long-term outlook because we feel that EMD fundamentals for several countries have improved this year, and we expect the asset class will continue to develop and mature over the next several years. In addition, yields in developed countries remain near historically low levels and we believe EMD could attract additional investor flows, particularly from cross-over accounts. However, the financial markets could experience a quick downturn if global economic growth shows signs of deceleration. In addition, the market is pricing in one Fed hike this year and with a very gradual pace in 2017. This could change if U.S. growth picks up in the 4th quarter or if inflation moves higher, leading to higher U.S. interest rates. We are optimistic overall, but remain cautious of local currency. As such, the portfolio only has about 6% to the sector. In hard currency, the risk-adjusted returns for Ukraine, Venezuela, Mexico and Argentina remain attractive.
We appreciate your investment in the Fund and look forward to communicating with you in the future.
DuPont Capital Management Corporation
This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal year ended October 31, 2016 and reflects the views of the investment advisor at the time of this writing. These views may change and do not guarantee future performance of the Fund or the markets.
Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.
Mutual fund investing involves risks, including possible loss of principal. The Fund invests primarily in markets of emerging countries which are riskier than more developed markets and may be considered speculative. Emerging markets are riskier than more developed markets because they tend to develop unevenly or may never fully develop. Emerging markets are more likely to experience hyperinflation and currency valuations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.
6
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Semi-Annual Investment Adviser’s Report (Concluded)
October 31, 2016
(Unaudited)
Foreign securities are subject to political, social, and economic risks including instability in the country of the issuer of a security, variation in international trade patterns, the possibility of the imposition of exchange controls, expropriation, confiscatory taxation, limits on movement to currency or other assets and nationalization of assets. The value of debt securities generally falls when interest rates rise. The Fund may invest without limit in below-investment grade debt securities commonly called “high yield” securities or “junk bonds.” Such securities may have greater default risk, less liquidity, and greater price volatility than investment-grade bonds.
7
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||||||||||
Six Months† | 1 Year | 3 Year | Since Inception* | |||||||||||||||||
Class I Shares | 6.59 | % | 13.73 | % | 8.08 | % | 8.61 | % | ||||||||||||
J.P. Morgan EMBI Global Diversified Index | 6.03 | % | 11.70 | % | 6.77 | % | 7.40 | %** |
† | Not Annualized. |
* | The DuPont Capital Emerging Markets Debt Fund (the “Fund”) commenced operations on September 27, 2013. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-0014.
As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” are 3.34% and 0.89%, respectively, of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. DuPont Capital Management Corporation (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions do not exceed 0.89% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.
A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of the J.P. Morgan Emerging Markets Bond Index Global Diversified Index (EMBI Global), currently covers 27 emerging market countries. Included in the EMBI Global are U.S.-dollar-denominated Brady bonds, Eurobonds, traded loans, and local market debt instruments issued by sovereign and quasi-sovereign entities. It is impossible to invest directly in an index.
8
DUPONT CAPITAL FUNDS
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line for each Fund in the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
9
DUPONT CAPITAL FUNDS
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
DuPont Capital Emerging Markets Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period* | |||||||||||||
Class I | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,104.10 | $ | 7.90 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,017.69 | 7.58 | ||||||||||||
DuPont Capital Emerging Markets Debt Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period** | |||||||||||||
Class I | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,065.90 | $ | 4.63 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.72 | 4.53 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.49% for Class I Shares of the DuPont Capital Emerging Markets Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The DuPont Capital Emerging Markets Fund’s ending account value on the first line in the table is based on the actual total return for the six-month period ended October 31, 2016 for the Fund of 10.41%. |
** | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 0.89% for Class I Shares of the DuPont Capital Emerging Markets Debt Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The DuPont Capital Emerging Markets Debt Fund’s ending account value on the first line in the table is based on the actual total return for the six-month period for the Fund of 6.59%. |
10
DUPONT CAPITAL EMERGING MARKETS FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by industry of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||||
INDUSTRY CATEGORIES: | ||||||||||
Commercial Banks | 22.4 | % | $ 10,430,373 | |||||||
Oil, Gas & Consumable Fuels | 8.9 | 4,158,147 | ||||||||
Technology Hardware, Storage & Peripherals | 7.9 | 3,669,460 | ||||||||
Wireless Telecommunication Services | 5.6 | 2,601,251 | ||||||||
Semiconductors & Semiconductor Equipment | 4.9 | 2,285,779 | ||||||||
Internet Software & Services | 4.7 | 2,178,563 | ||||||||
Media | 4.2 | 1,947,069 | ||||||||
Construction Materials | 3.1 | 1,426,698 | ||||||||
Metals & Mining | 2.8 | 1,290,074 | ||||||||
Machinery | 2.6 | 1,214,772 | ||||||||
Automobiles | 2.3 | 1,080,417 | ||||||||
Industrial Conglomerates | 1.8 | 858,215 | ||||||||
Auto Components | 1.8 | 839,311 | ||||||||
Real Estate Management & Development | 1.7 | 804,311 | ||||||||
Electronic, Equipment, Instruments & Components | 1.7 | 777,138 | ||||||||
Chemicals | 1.7 | 767,723 | ||||||||
Hotels, Restaurants & Leisure | 1.5 | 712,977 | ||||||||
IT Services | 1.5 | 686,988 | ||||||||
Food & Staples Retailing | 1.3 | 606,407 | ||||||||
Beverages | 1.2 | 566,316 | ||||||||
Insurance | 1.2 | 555,260 | ||||||||
Road & Rail | 1.1 | 516,423 | ||||||||
Diversified Telecommunication Services | 1.1 | 499,222 | ||||||||
Textiles, Apparel & Luxury Goods | 1.1 | 496,770 | ||||||||
Air Freight & Logistics | 1.0 | 469,473 | ||||||||
Airlines | 1.0 | 459,923 | ||||||||
Aerospace & Defense | 0.8 | 378,972 | ||||||||
Household Durables | 0.6 | 285,150 | ||||||||
Multiline Retail | 0.6 | 267,450 | ||||||||
Paper & Forest Products | 0.6 | 266,800 | ||||||||
Electric Equipment | 0.5 | 239,370 | ||||||||
Specialty Retail | 0.4 | 190,323 | ||||||||
Exchange Traded Funds | 2.6 | 1,206,493 | ||||||||
Other Assets in Excess of Liabilities | 3.8 | 1,774,206 | ||||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $46,507,824 | |||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
11
DUPONT CAPITAL EMERGING MARKETS FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — 90.0% |
| |||||||
Argentina — 1.6% | ||||||||
Banco Macro SA, ADR | 6,291 | $ | 479,563 | |||||
YPF SA, SP ADR | 14,110 | 250,594 | ||||||
|
| |||||||
730,157 | ||||||||
|
| |||||||
Brazil — 4.0% | ||||||||
AMBEV SA | 96,000 | 566,316 | ||||||
Embraer SA | 70,700 | 378,972 | ||||||
Even Construtora e Incorporadora SA | 205,000 | 285,150 | ||||||
Iochpe Maxion SA | 64,000 | 326,617 | ||||||
Multiplus SA | 22,000 | 299,399 | ||||||
|
| |||||||
1,856,454 | ||||||||
|
| |||||||
China — 19.8% | ||||||||
Air China Ltd., Class H | 700,000 | 459,923 | ||||||
China Construction Bank Corp., Class H | 1,830,000 | 1,336,352 | ||||||
China Mobile, Ltd. | 112,168 | 1,285,041 | ||||||
China Overseas Land & Investment, Ltd. | 262,000 | 804,311 | ||||||
CIMC Enric Holdings, Ltd. | 584,000 | 244,001 | ||||||
CNOOC, Ltd. | 581,000 | 731,057 | ||||||
Dongfeng Motor Group Co., Ltd., Class H | 524,000 | 546,154 | ||||||
Haitian International Holdings, Ltd. | 125,000 | 257,676 | ||||||
Industrial & Commercial Bank of China, Ltd., Class H | 714,000 | 428,571 | ||||||
NetEase, Inc., ADR | 3,950 | 1,015,110 | ||||||
Shenzhou International Group Holdings, Ltd. | 75,000 | 496,770 | ||||||
Sinotrans, Ltd., Class H | 997,000 | 469,473 | ||||||
Tencent Holdings Ltd. | 43,900 | 1,163,453 | ||||||
|
| |||||||
9,237,892 | ||||||||
|
|
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Czech Republic — 1.7% | ||||||||
Komercni Banka AS | 21,154 | $ | 774,028 | |||||
|
| |||||||
Greece — 0.4% | ||||||||
JUMBO SA | 13,388 | 190,323 | ||||||
|
| |||||||
Hungary — 1.2% | ||||||||
OTP Bank PLC | 20,337 | 569,927 | ||||||
|
| |||||||
India — 6.9% | ||||||||
Coal India, Ltd. | 106,227 | 518,144 | ||||||
HCL Technologies, Ltd. | 59,736 | 686,988 | ||||||
ICICI Bank, Ltd., SP ADR | 60,377 | 500,525 | ||||||
Oil India, Ltd. | 130,457 | 813,971 | ||||||
Reliance Industries Ltd., SP GDR(a) | 21,753 | 689,570 | ||||||
|
| |||||||
3,209,198 | ||||||||
|
| |||||||
Indonesia — 2.1% | ||||||||
Bank Mandiri Persero Tbk PT | 439,300 | 386,957 | ||||||
Bank Rakyat Indonesia Persero Tbk PT | 619,300 | 578,284 | ||||||
|
| |||||||
965,241 | ||||||||
|
| |||||||
Malaysia — 1.5% | ||||||||
Genting Bhd | 159,396 | 297,861 | ||||||
Malayan Banking Bhd | 207,730 | 391,119 | ||||||
|
| |||||||
688,980 | ||||||||
|
| |||||||
Mexico — 3.9% | ||||||||
Cemex SAB de CV, SP ADR* | 99,712 | 865,500 | ||||||
Grupo Financiero Inbursa SAB de CV | 255,000 | 415,534 | ||||||
Ternium SA, SP ADR | 23,497 | 561,813 | ||||||
|
| |||||||
1,842,847 | ||||||||
|
| |||||||
Pakistan — 1.2% | ||||||||
Lucky Cement Ltd., GDR | 21,896 | 561,198 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
12
DUPONT CAPITAL EMERGING MARKETS FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Poland — 1.6% | ||||||||
Bank Handlowy w Warszawie SA | 14,549 | $ | 288,153 | |||||
Bank Pekao SA | 14,573 | 449,783 | ||||||
|
| |||||||
737,936 | ||||||||
|
| |||||||
Russia — 3.5% | ||||||||
Globaltrans Investment PLC, SP GDR | 106,479 | 516,423 | ||||||
Magnit PJSC, SP GDR | 15,291 | 606,407 | ||||||
Novolipetsk Steel OJSC, GDR | 19,818 | 321,180 | ||||||
PhosAgro OAO, GDR | 14,038 | 174,071 | ||||||
|
| |||||||
1,618,081 | ||||||||
|
| |||||||
South Africa — 10.8% | ||||||||
Barclays Africa Group, Ltd. | 70,083 | 813,275 | ||||||
MTN Group, Ltd. | 58,115 | 501,959 | ||||||
Naspers, Ltd. | 9,838 | 1,647,671 | ||||||
Reunert, Ltd. | 78,541 | 359,394 | ||||||
Sasol, Ltd. | 28,290 | 781,228 | ||||||
Telkom SA SOC, Ltd. | 108,303 | 499,222 | ||||||
Tsogo Sun Holdings, Ltd. | 182,575 | 415,116 | ||||||
|
| |||||||
5,017,865 | ||||||||
|
| |||||||
South Korea — 14.1% | ||||||||
Hyundai Department Store Co., Ltd. | 2,607 | 267,450 | ||||||
Hyundai Mobis | 3,519 | 839,311 | ||||||
Hyundai Motor Co. | 4,376 | 534,263 | ||||||
LG Chem, Ltd. | 2,764 | 593,652 | ||||||
POSCO, SP ADR | 7,836 | 407,080 | ||||||
Samsung Electronics Co., Ltd. | 1,831 | 2,618,931 | ||||||
Samsung Life Insurance Co., Ltd. | 5,754 | 555,260 |
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
South Korea — (Continued) | ||||||||
Shinhan Financial Group Co., Ltd. | 19,730 | $ | 754,755 | |||||
|
| |||||||
6,570,702 | ||||||||
|
| |||||||
Taiwan — 10.6% | ||||||||
Asustek Computer, Inc. | 54,000 | 472,731 | ||||||
Chicony Electronics Co., Ltd. | 226,148 | 577,798 | ||||||
Chipbond Technology Corp. | 263,000 | 363,061 | ||||||
CTBC Financial Holding Co., Ltd. | 1,047,919 | 563,564 | ||||||
Hon Hai Precision Industry Co., Ltd. | 287,705 | 777,138 | ||||||
Novatek Microelectronics Corp. | 116,692 | 436,916 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR | 47,775 | 1,485,802 | ||||||
Teco Electric And Machinery Co., Ltd. | 270,000 | 239,370 | ||||||
|
| |||||||
4,916,380 | ||||||||
|
| |||||||
Thailand — 3.3% | ||||||||
Advanced Info Service PCL | 105,300 | 461,527 | ||||||
Bangkok Bank PCL NVDR | 62,300 | 283,867 | ||||||
Kasikornbank PCL NVDR | 85,370 | 419,048 | ||||||
PTT Exploration & Production PCL | 157,900 | 373,583 | ||||||
|
| |||||||
1,538,025 | ||||||||
|
| |||||||
Turkey — 1.8% | ||||||||
Enka Insaat Ve Sanayi AS | 326,598 | 498,821 |
The accompanying notes are an integral part of the financial statements.
13
DUPONT CAPITAL EMERGING MARKETS FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Turkey — (Continued) | ||||||||
Turkcell Iletisim Hizmetleri AS* | 109,389 | $ | 352,724 | |||||
|
| |||||||
851,545 | ||||||||
|
| |||||||
TOTAL COMMON STOCKS (Cost $39,526,240) |
| 41,876,779 | ||||||
|
| |||||||
PREFERRED STOCKS — 3.6% |
| |||||||
Brazil — 3.6% | ||||||||
Itau Unibanco Holding SA | 82,709 | 997,068 | ||||||
Marcopolo SA* | 372,700 | 386,478 | ||||||
Suzano Papel E Celulose Sa | 75,700 | 266,800 | ||||||
|
| |||||||
1,650,346 | ||||||||
|
| |||||||
TOTAL PREFERRED STOCKS (Cost $1,241,709) |
| 1,650,346 | ||||||
|
| |||||||
EXCHANGE TRADED FUNDS — 2.6% |
| |||||||
iShares MSCI Emerging Market Index Fund | 32,485 | 1,206,493 | ||||||
|
| |||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $1,070,058) |
| 1,206,493 | ||||||
|
|
Value | ||||||||
TOTAL INVESTMENTS - 96.2% | $ | 44,733,618 | ||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 3.8% | 1,774,206 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 46,507,824 | ||||||
|
|
* | Non-income producing. | |
(a) | Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security was purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016 this security amounted to $689,570 or 1.5% of net assets. This security has been determined by the Adviser to be a liquid security. |
ADR | American Depository Receipt | |
GDR | Global Depository Receipt | |
NVDR | Non-voting Depository Receipt | |
PCL | Public Company Limited | |
PLC | Public Limited Company | |
SP ADR | Sponsored American Depository Receipt | |
SP GDR | Sponsored Global Depository Receipt |
The accompanying notes are an integral part of the financial statements.
14
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by security type of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||||
SECURITY TYPE: | ||||||||||
Foreign Government Bonds and Notes | 62.1 | % | $ | 3,653,896 | ||||||
Corporate Bonds and Notes | 29.8 | 1,755,127 | ||||||||
Common Stocks | 0.0 | 2,512 | ||||||||
Other Assets in Excess of Liabilities | 8.1 | 475,885 | ||||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 5,887,420 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
15
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Par* Value | Value | |||||||
CORPORATE BONDS AND NOTES — 29.8% |
| |||||||
Austria — 0.0% | ||||||||
OGX Austria GmbH | $ | 200,000 | $ | 2 | ||||
|
| |||||||
Cayman Islands — 3.5% | ||||||||
Evergrande Real Estate Group Ltd. | 200,000 | 207,750 | ||||||
|
| |||||||
Israel — 4.0% | ||||||||
Israel Electric Corp., Ltd. | 200,000 | 236,000 | ||||||
|
| |||||||
Netherlands — 6.5% | ||||||||
Majapahit Holding BV | 150,000 | 193,875 | ||||||
Petrobras Global Finance BV | 100,000 | 90,625 | ||||||
Petrobras Global Finance BV | 100,000 | 89,500 | ||||||
Petrobras Global Finance BV | 10,000 | 8,500 | ||||||
|
| |||||||
382,500 | ||||||||
|
| |||||||
Russia — 6.0% | ||||||||
Gazprom OAO Via Gaz Capital SA | 150,000 | 192,562 |
Par* Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Russia — (Continued) | ||||||||
Russian Agricultural Bank OJSC Via RSHB Capital SA | $ | 150,000 | $ | 159,816 | ||||
|
| |||||||
352,378 | ||||||||
|
| |||||||
Turkey — 3.5% | ||||||||
Export Credit Bank of Turkey | 200,000 | 207,757 | ||||||
|
| |||||||
Venezuela — 6.3% | ||||||||
Petroleos de Venezuela SA | 300,000 | 111,441 | ||||||
Petroleos de Venezuela SA | 200,000 | 74,294 | ||||||
Petroleos de Venezuela SA | 350,000 | 128,030 | ||||||
Petroleos de Venezuela SA | 150,000 | 54,975 | ||||||
|
| |||||||
368,740 | ||||||||
|
| |||||||
TOTAL CORPORATE |
| 1,755,127 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
16
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par* Value | Value | |||||||||
FOREIGN GOVERNMENT BONDS & NOTES — 62.1% |
| |||||||||
Argentina — 3.5% | ||||||||||
Argentine Republic Government International Bond | $ | 190,000 | $ | 207,480 | ||||||
|
| |||||||||
Brazil — 5.5% | ||||||||||
Brazil Notas do Tesouro Nacional Serie F | BRL | 75,000 | 23,339 | |||||||
Brazil Notas do Tesouro | BRL | 1,000,000 | 300,746 | |||||||
|
| |||||||||
324,085 | ||||||||||
|
| |||||||||
Colombia — 4.0% | ||||||||||
Colombia Government | 150,000 | 232,500 | ||||||||
|
| |||||||||
Croatia — 3.8% | ||||||||||
Croatia Government International Bond | 200,000 | 225,700 | ||||||||
|
| |||||||||
Dominican Republic — 3.8% | ||||||||||
Dominican Republic International Bond | 200,000 | 222,000 | ||||||||
|
| |||||||||
Egypt — 1.5% | ||||||||||
Egypt Government International Bond | 100,000 | 90,900 | ||||||||
|
|
Par* Value | Value | |||||||||
FOREIGN GOVERNMENT BONDS & NOTES — (Continued) |
| |||||||||
Greece — 1.4% | ||||||||||
Hellenic Republic Government Bond | EUR | 100,000 | $ | 75,207 | ||||||
Hellenic Republic Government Bond | EUR | 10,000 | 6,426 | |||||||
|
| |||||||||
81,633 | ||||||||||
|
| |||||||||
Hungary — 1.3% | ||||||||||
Hungary Government International Bond | 50,000 | 76,200 | ||||||||
|
| |||||||||
Mexico — 9.9% | ||||||||||
Mexican Bonos | MXN | 1,200,000 | 78,956 | |||||||
Mexican Bonos | MXN | 2,000,000 | 143,540 | |||||||
Petroleos Mexicanos | 125,000 | 121,500 | ||||||||
Petroleos Mexicanos | 200,000 | 172,280 | ||||||||
Petroleos Mexicanos | 50,000 | 43,237 | ||||||||
Petroleos Mexicanos | 25,000 | 24,781 | ||||||||
|
| |||||||||
584,294 | ||||||||||
|
| |||||||||
Mongolia — 3.7% | ||||||||||
Mongolia Government International Bond | 200,000 | 216,006 | ||||||||
|
| |||||||||
Morocco — 3.6% | ||||||||||
Morocco Government International Bond | 200,000 | 212,920 | ||||||||
|
|
The accompanying notes are an integral part of the financial statements.
17
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par* Value | Value | |||||||
FOREIGN GOVERNMENT BONDS & NOTES — (Continued) |
| |||||||
Pakistan — 1.7% | ||||||||
Pakistan Government International Bond | $ | 100,000 | $ | 101,328 | ||||
|
| |||||||
Romania — 1.1% | ||||||||
Romanian Government International Bond | 50,000 | 64,920 | ||||||
|
| |||||||
Serbia — 0.3% | ||||||||
Republic of Serbia | 14,590 | 14,736 | ||||||
|
| |||||||
South Africa — 3.5% | ||||||||
Eskom Holdings SOC Ltd. | 200,000 | 206,374 | ||||||
|
| |||||||
Sri Lanka — 3.5% | ||||||||
Sri Lanka Government International Bond | 200,000 | 206,290 | ||||||
|
| |||||||
Ukraine — 9.5% | ||||||||
Privatbank CJSC Via UK SPV Credit Finance PLC | 80,000 | 67,304 | ||||||
Privatbank CJSC Via UK SPV Credit Finance PLC | 100,000 | 62,930 | ||||||
Ukraine Government International Bond | 50,000 | 15,804 | ||||||
Ukreximbank Via Biz Finance PLC | 250,000 | 240,625 |
Par* Value | Value | |||||||
FOREIGN GOVERNMENT BONDS & NOTES — (Continued) |
| |||||||
Ukraine — (Continued) | ||||||||
Ukreximbank Via Biz Finance PLC | $ | 210,000 | $ | 172,242 | ||||
|
| |||||||
558,905 | ||||||||
|
| |||||||
Venezuela — 0.5% | ||||||||
Venezuela Government International Bond | 50,000 | 27,625 | ||||||
|
| |||||||
TOTAL FOREIGN GOVERNMENT |
| 3,653,896 | ||||||
|
| |||||||
Number of Shares | ||||||||
COMMON STOCKS — 0.0% | ||||||||
Brazil — 0.0% | ||||||||
OGX Petroleo e Gas SA, SP ADR** | 3,188 | 2,512 | ||||||
|
| |||||||
TOTAL COMMON STOCKS | 2,512 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 91.9% | 5,411,535 | |||||||
OTHER ASSETS IN EXCESS OF | 475,885 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 5,887,420 | ||||||
|
|
* | Par amount denominated in USD unless otherwise noted. |
** | Non-income producing. |
(a) | Investments with a total aggregate value of $2 or 0.00% of net assets were in default as of October 31, 2016. |
(b) | Securities exempt from registration under Rule |
The accompanying notes are an integral part of the financial statements.
18
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016 these securities amounted to $2,045,221 or 35% of net assets. This security has been determined by the Adviser to be a liquid security. |
(c) | Multi-Step Coupon. Rate disclosed is as of October 31, 2016. |
(d) | Floating or variable rate security. Rate disclosed is as of October 31, 2016. |
Forward foreign currency contracts outstanding as of October 31, 2016 were as follows:
Currency Purchased | Currency Sold | Expiration | Counterparty | Unrealized | ||||||||||||||||
BRL | 1,000,000 | USD | 314,357 | 11/03/16 | BNYM | $ (1,367) | ||||||||||||||
USD | 299,670 | BRL | 1,000,000 | 11/03/16 | BRC | (13,319) | ||||||||||||||
USD | 154,871 | BRL | 500,000 | 01/19/17 | BRC | 2,028 | ||||||||||||||
USD | 70,984 | EUR | 62,709 | 12/12/16 | CAI | 2,016 | ||||||||||||||
Net unrealized depreciation on forward foreign currency contracts: | $(10,642) |
BNYM | Bank of New York Mellon | |
BRC | Barclays | |
BRL | Brazilian Real | |
CAI | Credit Agricole Securities Inc | |
EUR | Euro | |
MXN | Mexican Peso | |
SP ADR | Sponsored American Depository Receipt | |
USD | United States Dollar |
The accompanying notes are an integral part of the financial statements.
19
DUPONT CAPITAL FUNDS
Statements of Assets and Liabilities
October 31, 2016
(Unaudited)
DuPont Capital | DuPont Capital | |||||||||
Emerging Markets | Emerging Markets | |||||||||
Fund | Debt Fund | |||||||||
Assets | ||||||||||
Investments, at value (Cost $41,838,007 and $5,578,267, respectively) | $ | 44,733,618 | $ | 5,411,535 | ||||||
Cash | 1,707,288 | 304,990 | ||||||||
Foreign Currency (Cost $48,741 and $111,839, respectively) | 48,633 | 111,820 | ||||||||
Forward foreign currency contracts appreciation* | — | 4,044 | ||||||||
Dividends and interest receivable | 149,494 | 97,370 | ||||||||
Receivable from Investment Adviser | — | 11,956 | ||||||||
Prepaid expenses and other assets | 40,332 | 24,057 | ||||||||
|
|
|
| |||||||
Total assets | 46,679,365 | 5,965,772 | ||||||||
|
|
|
| |||||||
Liabilities | ||||||||||
Payable for investments purchased | — | 19,638 | ||||||||
Payable for administration and accounting fees | 40,251 | 18,105 | ||||||||
Payable for printing fees | 32,147 | 2,033 | ||||||||
Payable for custodian fees | 24,270 | 3,096 | ||||||||
Payable to Investment Adviser | 18,072 | — | ||||||||
Payable for audit fees | 18,042 | 14,282 | ||||||||
Payable for legal fees | 12,085 | 247 | ||||||||
Payable for transfer agent fees | 11,329 | 4,683 | ||||||||
Payable for foreign taxes | 7,457 | — | ||||||||
Forward foreign currency contracts depreciation* | — | 14,686 | ||||||||
Accrued expenses | 7,888 | 1,582 | ||||||||
|
|
|
| |||||||
Total liabilities | 171,541 | 78,352 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 46,507,824 | $ | 5,887,420 | ||||||
|
|
|
| |||||||
Net Assets Consisted of: | ||||||||||
Capital stock, $0.01 par value | $ | 63,498 | $ | 5,860 | ||||||
Paid-in capital | 134,191,546 | 5,882,920 | ||||||||
Accumulated net investment income | 454,952 | 229,910 | ||||||||
Accumulated net realized loss from investments and foreign currency transactions | (91,067,862 | ) | (53,050 | ) | ||||||
Net unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and translation of assets and liabilities denominated in foreign currency | 2,865,690 | (178,220 | ) | |||||||
|
|
|
| |||||||
Net Assets | $ | 46,507,824 | $ | 5,887,420 | ||||||
|
|
|
| |||||||
Class I: | ||||||||||
Net asset value, offering and redemption price per share ($46,507,824 / 6,349,739 shares) and ($5,887,420 / 586,006 shares), respectively | $7.32 | $10.05 |
* | Primary risk exposure is foreign currency contracts. |
The accompanying notes are an integral part of the financial statements.
20
DUPONT CAPITAL FUNDS
Statements of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
DuPont Capital | DuPont Capital | |||||||||
Emerging Markets | Emerging Markets | |||||||||
Fund | Debt Fund | |||||||||
Investment Income | ||||||||||
Dividends | $ | 886,517 | $ | — | ||||||
Interest | 59 | 232,191 | ||||||||
Less: foreign taxes withheld | (108,407 | ) | — | |||||||
|
|
|
| |||||||
Total investment income | 778,169 | 232,191 | ||||||||
|
|
|
| |||||||
Expenses | ||||||||||
Advisory fees (Note 2) | 232,538 | 17,925 | ||||||||
Administration and accounting fees | 50,750 | 33,391 | ||||||||
Printing and shareholder reporting fees | 50,724 | 827 | ||||||||
Custodian fees (Note 2) | 29,841 | 9,441 | ||||||||
Legal fees | 27,835 | 1,561 | ||||||||
Trustees’ and officers’ fees (Note 2) | 26,796 | 3,400 | ||||||||
Audit fees | 19,962 | 17,293 | ||||||||
Transfer agent fees (Note 2) | 12,856 | 13,309 | ||||||||
Registration and filing fees | 11,277 | 936 | ||||||||
Other expenses | 15,448 | 6,953 | ||||||||
|
|
|
| |||||||
Total expenses | 478,027 | 105,036 | ||||||||
|
|
|
| |||||||
Less: waivers and reimbursements (Note 2) | (149,123 | ) | (78,420 | ) | ||||||
|
|
|
| |||||||
Net expenses after waivers and reimbursements | 328,904 | 26,616 | ||||||||
|
|
|
| |||||||
Net investment income | 449,265 | 205,575 | ||||||||
|
|
|
| |||||||
Net realized and unrealized gain/(loss) from investments | ||||||||||
Net realized gain from investments | 191,752 | 64,316 | ||||||||
Net realized gain from foreign currency transactions | 1,552 | 16,172 | ||||||||
Net realized gain/(loss) from forward currency contracts* | — | (81,452 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments(a) | 3,681,171 | 140,153 | ||||||||
Net change in unrealized appreciation/(depreciation) on foreign currency translations | (26,954 | ) | (7,288 | ) | ||||||
Net change in unrealized appreciation/(depreciation) on forward foreign currency contracts* | — | 40,545 | ||||||||
|
|
|
| |||||||
Net realized and unrealized gain on investments | 3,847,521 | 172,446 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | $ | 4,296,786 | $ | 378,021 | ||||||
|
|
|
|
* | Primary risk exposure is foreign currency contracts. |
(a) | Change in net unrealized appreciation/(depreciation) on investments for DuPont Capital Emerging Markets Fund was net of an increase in deferred foreign capital gains tax of $6,583. |
The accompanying notes are an integral part of the financial statements.
21
DUPONT CAPITAL EMERGING MARKETS FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(Decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 449,265 | $ | 1,573,543 | ||||||
Net realized gain/(loss) from investments and foreign currency transactions | 193,304 | (14,615,271 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments and foreign currency translations | 3,654,217 | (14,191,128 | ) | |||||||
|
|
|
| |||||||
Net increase/(decrease) in net assets resulting from operations | 4,296,786 | (27,232,856 | ) | |||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class I | — | (417,312 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (417,312 | ) | |||||||
|
|
|
| |||||||
Decrease in Net Assets Derived from Capital Share Transactions (Note 4) | (11,925,903 | ) | (85,206,627 | ) | ||||||
|
|
|
| |||||||
Total decrease in net assets | (7,629,117 | ) | (112,856,795 | ) | ||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 54,136,941 | 166,993,736 | ||||||||
|
|
|
| |||||||
End of period | $ | 46,507,824 | $ | 54,136,941 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 454,952 | $ | 5,688 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
22
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 205,575 | $ | 509,563 | ||||||
Net realized gain/(loss) from investments, forward foreign currency contracts and foreign currency transactions | (964 | ) | 54,208 | |||||||
Net change in unrealized appreciation/(depreciation) on investments, forward foreign currency contracts and foreign currency translations | 173,410 | 25,904 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 378,021 | 589,675 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class I | (80,140 | ) | (640,975 | ) | ||||||
Net realized capital gains: | ||||||||||
Class I | — | (119,428 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (80,140 | ) | (760,403 | ) | ||||||
|
|
|
| |||||||
Decrease in Net Assets Derived from Capital Share Transactions (Note 4) | (220,688 | ) | (1,445,645 | ) | ||||||
|
|
|
| |||||||
Total increase/(decrease) in net assets | 77,193 | (1,616,373 | ) | |||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 5,810,227 | 7,426,600 | ||||||||
|
|
|
| |||||||
End of period | $ | 5,887,420 | $ | 5,810,227 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 229,910 | $ | 104,475 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
23
DUPONT CAPITAL EMERGING MARKETS FUND
Financial Highlights
Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I | ||||||||||||||||||||||||||||||
For the | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
Six Months | Year | Year | Year | Year | Year | |||||||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||||
October 31, 2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 6.64 | $ | 8.28 | $ | 8.79 | $ | 9.23 | $ | 9.26 | $ | 10.39 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net investment income | 0.07 | 0.13 | (1) | 0.17 | (1) | 0.11 | (1) | 0.11 | (1) | 0.12 | ||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.61 | (1.73 | ) | (0.53 | ) | (0.44 | ) | (0.05 | ) | (1.19 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.68 | (1.60 | ) | (0.36 | ) | (0.33 | ) | 0.06 | (1.07 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | (0.04 | ) | (0.15 | ) | (0.11 | ) | (0.09 | ) | (0.06 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net asset value, end of period | $ | 7.32 | $ | 6.64 | $ | 8.28 | $ | 8.79 | $ | 9.23 | $ | 9.26 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total investment return(2) | 10.41 | % | (19.23 | )% | (3.97 | )% | (3.61 | )% | 0.59 | % | (10.19 | )% | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 46,508 | $ | 54,137 | $ | 166,994 | $ | 492,607 | $ | 467,901 | $ | 270,324 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.49 | %(3) | 1.60 | % | 1.35 | % | 1.31 | % | 1.32 | % | 1.41 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 2.16 | %(3) | 1.63 | % | 1.35 | % | 1.31 | % | 1.32 | % | 1.41 | % | ||||||||||||||||||
Ratio of net investment income to average net assets | 2.03 | %(3) | 1.81 | % | 1.95 | % | 1.20 | % | 1.21 | % | 1.30 | % | ||||||||||||||||||
Portfolio turnover rate | 11.1 | %(5) | 53.3 | % | 86.4 | % | 69.9 | % | 118.5 | % | 148.6 | %(6) |
(1) | The selected per share data was calculated using the average shares outstanding method for the year. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
(6) | Portfolio turnover rate excludes securities received from processing two subscriptions-in-kind. |
The accompanying notes are an integral part of the financial statements.
24
DUPONT CAPITAL EMERGING MARKETS DEBT FUND
Financial Highlights
Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I | ||||||||||||||||||||
For the | For the | |||||||||||||||||||
Six Months Ended | For the | For the | Period Ended | |||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | September 27, 2013* | |||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | to April 30, 2014 | |||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 9.56 | $ | 9.77 | $ | 10.26 | $ | 10.00 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net investment income(1) | 0.34 | 0.74 | 0.67 | 0.40 | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.29 | 0.21 | (0.43 | ) | 0.26 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net increase in net assets resulting from operations | 0.63 | 0.95 | 0.24 | 0.66 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||
Net investment income | (0.14 | ) | (0.98 | ) | (0.44 | ) | (0.40 | ) | ||||||||||||
Net realized capital gains | — | (0.18 | ) | (0.29 | ) | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total dividends and distributions to shareholders | (0.14 | ) | (1.16 | ) | (0.73 | ) | (0.40 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 10.05 | $ | 9.56 | $ | 9.77 | $ | 10.26 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total investment return(2) | 6.59 | % | 10.82 | % | 2.41 | % | 6.72 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 5,887 | $ | 5,810 | $ | 7,427 | $ | 7,404 | ||||||||||||
Ratio of expenses to average net assets | 0.89 | %(3) | 0.89 | % | 0.89 | % | 0.89 | %(3) | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 3.51 | %(3) | 3.34 | % | 2.25 | % | 4.42 | %(3) | ||||||||||||
Ratio of net investment income to average net assets | 6.88 | %(3) | 7.93 | % | 6.70 | % | 6.83 | %(3) | ||||||||||||
Portfolio turnover rate | 6.4 | %(5) | 24.6 | % | 23.7 | % | 21.6 | %(5) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
25
DUPONT CAPITAL FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The DuPont Capital Emerging Markets Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The DuPont Capital Emerging Markets Debt Fund is a non-diversified, open-end management investment company registered under the 1940 Act (the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund are each a “Fund”, and together, the “Funds”). The DuPont Capital Emerging Markets Fund commenced operations on December 6, 2010 and the DuPont Capital Emerging Markets Debt Fund commenced operations on September 27, 2013. The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class I Shares.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees (“Board of Trustees”). Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service approved by the Board of Trustees. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amounts approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Due to continued volatility in the current market, valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Any assets held by the Funds that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Funds determine the daily NAV per share. Foreign securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Funds. Foreign securities are valued
26
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Forward exchange contracts are valued at the forward rate. Investments in any mutual fund are valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with the procedure adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to the Adviser the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuations techniques used to measure fair value of each Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and |
• Level 3 — | significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments). |
The fair value of each Fund’s bonds is generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out are recognized at the value at the end of the period.
Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.
27
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Securities listed on a non-U.S. exchange are generally fair valued daily by an independent fair value pricing service approved by the Board of Trustees and categorized as Level 2 investments within the hierarchy. The fair valuations for these securities may not be the same as quoted or published prices of the securities on their primary markets. Securities for which daily fair value prices from the independent fair value pricing service are not available are generally valued at the last quoted sale price at the close of an exchange on which the security is traded and categorized as Level 1 investments within the hierarchy. Values of 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.
The following is a summary of the inputs used, as of October 31, 2016, in valuing each Fund’s investments carried at fair value:
DuPont Capital Emerging Markets Fund | ||||||||||||||||
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Level 1 | Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Prices | Inputs | Inputs | |||||||||||||
Common Stocks | ||||||||||||||||
Argentina | $ | 730,157 | $ | 730,157 | $ | — | $ | — | ||||||||
Brazil | 1,856,454 | 1,856,454 | — | — | ||||||||||||
China | 9,237,892 | 1,015,110 | 8,222,782 | — | ||||||||||||
Czech Republic | 774,028 | — | 774,028 | — | ||||||||||||
Greece | 190,323 | 190,323 | — | — | ||||||||||||
Hungary | 569,927 | — | 569,927 | — | ||||||||||||
India | 3,209,198 | 1,190,095 | 2,019,103 | — | ||||||||||||
Indonesia | 965,241 | — | 965,241 | — | ||||||||||||
Malaysia | 688,980 | — | 688,980 | — | ||||||||||||
Mexico | 1,842,847 | 1,842,847 | — | — | ||||||||||||
Pakistan | 561,198 | — | 561,198 | — | ||||||||||||
Poland | 737,936 | — | 737,936 | — | ||||||||||||
Russia | 1,618,081 | 690,494 | 927,587 | — | ||||||||||||
South Africa | 5,017,865 | 359,394 | 4,658,471 | — | ||||||||||||
South Korea | 6,570,702 | 407,080 | 6,163,622 | — | ||||||||||||
Taiwan | 4,916,380 | 1,485,802 | 3,430,578 | — | ||||||||||||
Thailand | 1,538,025 | — | 1,538,025 | — | ||||||||||||
Turkey | 851,545 | — | 851,545 | — | ||||||||||||
Preferred Stocks | 1,650,346 | 1,650,346 | — | — | ||||||||||||
Exchange Traded Funds | 1,206,493 | 1,206,493 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments | $ | 44,733,618 | $ | 12,624,595 | $ | 32,109,023 | $ | — | ||||||||
|
|
|
|
|
|
|
|
28
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
DuPont Capital Emerging Markets Debt Fund | ||||||||||||||||
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Level 1 | Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
Assets | 10/31/16 | Price | Inputs | Inputs | ||||||||||||
Corporate Bonds and Notes | $ | 1,755,127 | $ | — | $ | 1,755,127 | $ | — | ||||||||
Foreign Government Bonds & Notes | 3,653,896 | — | 3,653,896 | — | ||||||||||||
Common Stocks | 2,512 | 2,512 | — | — | ||||||||||||
Derivatives: | ||||||||||||||||
Foreign Currency Contracts Forward Foreign Currency Contracts | 4,044 | — | 4,044 | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Assets | $ | 5,415,579 | $ | 2,512 | $ | 5,413,067 | $ | — | ||||||||
|
|
|
|
|
|
|
| |||||||||
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Level 1 | Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
Liabilities | 10/31/16 | Price | Inputs | Inputs | ||||||||||||
Derivatives: | ||||||||||||||||
Foreign Currency Contracts Forward Foreign Currency Contracts | $ | (14,686 | ) | $ | — | $ | (14,686 | ) | $ | — | ||||||
|
|
|
|
|
|
|
| |||||||||
Total Liabilities | $ | (14,686 | ) | $ | — | $ | (14,686 | ) | $ | — | ||||||
|
|
|
|
|
|
|
|
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market value, the fair value of each Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values each Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
29
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require each Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires each Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when each Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when each Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were transfers from Level 1 to Level 2 of $1,086,168 due to foreign fair value adjustments in the DuPont Capital Emerging Markets Fund. The DuPont Capital Emerging Markets Debt Fund had no transfers between Levels 1, 2 and 3.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
Each Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations.
30
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.
Dividends and Distributions to Shareholders — Dividends from net investment income, if any, are declared and paid at least annually to shareholders of the DuPont Capital Emerging Markets Fund and dividends from net investment income are declared daily and paid monthly to shareholders of the DuPont Capital Emerging Markets Debt Fund. Distributions from net realized capital gains, if any, will be declared and paid at least annually to shareholders and recorded on ex-date for both Funds. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, each Fund may enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against each Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Forward Foreign Currency Contracts — A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. The Fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract.
31
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For the six months ended October 31, 2016, the DuPont Capital Emerging Markets Debt Fund’s average monthly volume of forward foreign currency contracts was as follows:
Forward Foreign Currency Contracts - Payable (Value At Trade Date) | Forward Foreign Currency Contracts - Receivable (Value At Trade Date) | |||
$(111,330) | $111,330 |
Currency Risk — Each Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which each Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect each Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for each Fund is determined on the basis of U.S. dollars, each Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of each Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of each Fund’s holdings in foreign securities.
Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.
Emerging Markets Risk — The DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund invest in emerging market instruments which are subject to certain credit and market risks. The securities and currency markets of emerging market countries are generally smaller, less developed, less liquid and more volatile than the securities and currency markets of the United States and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be extremely limited. Political and economic structures in many of these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristics of more developed countries.
32
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
2. Transactions with Related Parties and Other Service Providers
DuPont Capital Management Corporation (“DuPont Capital” or the “Adviser”) serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 1.05% of the DuPont Capital Emerging Markets Fund’s average daily net assets; and 0.60% of the DuPont Capital Emerging Markets Debt Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of each Fund to the extent necessary to ensure that the Funds’ total operating expenses, excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions, do not exceed 1.27% and 0.89%, respectively, (on an annual basis) of the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund’s average daily net assets (the “Expense Limitation”), respectively. Effective September 1, 2016, the DuPont Capital Emerging Markets Fund’s Expense Limitation (on an annual basis) was reduced from 1.60% of the Fund’s average daily net assets to its current rate of 1.27%. The Expense Limitations will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for each Fund. The Adviser is permitted to seek reimbursement from the Funds, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless each Funds’ expenses are below the Expense Limitation amount.
For the six months ended October 31, 2016, the Adviser earned advisory fees of $232,538 and $17,925 for the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund, respectively. For the six months ended October 31, 2016, the Adviser waived fees and reimbursed expenses of $149,123 and $78,420 for the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund, respectively.
33
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
As of October 31, 2016, the amount of potential recoupment by the Adviser was as follows:
Expiration | Expiration | Expiration | Expiration | |||||||||||||
04/30/2017 | 04/30/2018 | 04/30/2019 | 04/30/2020 | |||||||||||||
DuPont Capital Emerging Markets Fund | $ | — | $ | — | $ | 30,175 | $ | 149,123 | ||||||||
DuPont Capital Emerging Markets Debt Fund | 123,234 | 101,163 | 157,238 | 78,420 |
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annualized percentage rate of each Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds pursuant to an underwriting agreement between the Trust and the Underwriter.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees of the Trust receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $9,586. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Funds or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
34
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Funds were as follows:
Purchases | Sales | |||||||
DuPont Capital Emerging Markets Fund | $ | 5,126,381 | $ | 4,701,407 | ||||
DuPont Capital Emerging Markets Debt Fund | 356,188 | 822,536 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
DuPont Capital Emerging Markets Fund | ||||||||||||||||
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class I | ||||||||||||||||
Sales | 113,304 | $ | 801,726 | 584,749 | $ | 3,962,487 | ||||||||||
Reinvestments | — | — | 64,398 | 403,779 | ||||||||||||
Redemptions | (1,913,762 | ) | (12,727,629 | ) | (12,662,309 | ) | (89,572,893 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease | (1,800,458 | ) | $ | (11,925,903 | ) | (12,013,162 | ) | $ | (85,206,627 | ) | ||||||
|
|
|
|
|
|
|
|
35
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
DuPont Capital Emerging Markets Debt Fund | ||||||||||||||||
For Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class I | ||||||||||||||||
Reinvestments | 8,270 | $ | 80,139 | 65,825 | $ | 600,524 | ||||||||||
Redemptions | (30,177 | ) | (300,827 | ) | (217,761 | ) | (2,046,169 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease | (21,907 | ) | $ | (220,688 | ) | (151,936 | ) | $ | (1,445,645 | ) | ||||||
|
|
|
|
|
|
|
|
5. Federal Tax Information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Each Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the DuPont Capital Emerging Markets Fund was $417,312 of ordinary income dividends and the DuPont Capital Emerging Markets Debt Fund were $743,335 and $17,068 of ordinary income dividends and long-term capital gains, respectively. For the year ended April 30, 2015, the tax character of distributions paid by the DuPont Capital Emerging Markets Fund and DuPont Capital Emerging Markets Debt Fund were $5,917,671 and $529,938 of ordinary income dividends, respectively. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
36
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Qualified | ||||||||||||||||
Capital Loss | Undistributed | Undistributed | Unrealized | Late-Year | ||||||||||||
Carryforward | Ordinary Income | Long-Term Gain | Depreciation | Losses | ||||||||||||
DuPont Capital Emerging Markets Fund | $ | (83,891,892 | ) | $ 7,469 | $— | $ | (3,697,909 | ) | $ | (4,461,672 | ) | |||||
DuPont Capital Emerging Markets Debt Fund | $ | — | $47,489 | $— | $ | (294,643 | ) | $ | (52,085 | ) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
At October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Funds were as follows:
Federal Tax | Unrealized | Unrealized | Net Unrealized | |||||||||||||
Cost* | Appreciation | Depreciation | Depreciation | |||||||||||||
DuPont Capital Emerging Markets Fund | $ | 41,838,007 | $ | 5,836,497 | $ | (2,940,886 | ) | $ | 2,895,611 | |||||||
DuPont Capital Emerging Markets Debt Fund | 5,578,267 | 376,906 | (543,638 | ) | (166,732 | ) |
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain net capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the DuPont Capital Emerging Markets Fund had $4,461,672 net capital loss deferrals (comprised of long-term loss deferrals of $3,287,153 and short-term loss deferrals of $1,174,519). The DuPont Capital Emerging Markets Debt Fund had $52,085 net capital loss deferrals (comprised of long-term loss deferrals of $138,092 and short-term gain deferrals of $86,007).
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the DuPont Capital Emerging Markets Fund had capital loss carryforwards of $83,891,892,
37
DUPONT CAPITAL FUNDS
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
of which $59,909,542 are long-term losses and $23,982,350 are short-term losses and have an unlimited period of capital loss carryforward. As of April 30, 2016, the DuPont Capital Emerging Markets Debt Fund had no capital loss carryforwards. On November 27, 2015, the DuPont Capital Emerging Markets Fund experienced a more than 50% change of ownership as defined by Internal Revenue Code Section 382(g) giving rise to an annual capital loss carryforward limitation on the use of pre-ownership change capital losses. At the time of the change the DuPont Capital Emerging Markets Fund had $ 83,500,000 of capital loss carryforwards impacted by the ownership change and the use of those losses against capital gains will be limited to $ 1,618,329 per tax year. The permitted annual capital loss, if not applied to capital gains in the tax year, will accumulate and be available in next year for use.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on each Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
38
DUPONT CAPITAL FUNDS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-0014 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on June 20-21, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between DuPont Capital Management Corporation (“DuPont Capital” or the “Advisor”) and the Trust (the “DuPont Agreement”) on behalf of DuPont Capital Emerging Markets Fund (the “EM Fund”) and DuPont Capital Emerging Markets Debt Fund (the “EM Debt Fund,” and together with the EM Fund, the “DuPont Funds”). At the Meeting, the Board considered the continuation of the Agreement with respect to the DuPont Funds for an additional one year period.
In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the DuPont Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the DuPont Funds, (iv) investment performance, (v) the capitalization and financial condition of the Advisor, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the DuPont Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on the Advisor’s ability to service the DuPont Funds, (x) compliance with the Funds’ investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other
39
DUPONT CAPITAL FUNDS
Other Information
(Unaudited)
regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the DuPont Funds; compliance with the investment objectives, policies, strategies and limitations for the DuPont Funds; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from the Advisor attended the Meeting in person. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.
Performance. The Trustees considered the investment performance for the DuPont EM Fund and DuPont. The Trustees reviewed the historical performance charts for the one year, three year, five year and since inception periods ended April 30, 2016 for (i) the DuPont EM Fund; (ii) the MSCI Emerging Markets Index; and (iii) a comparable separately managed account composite (gross of fees). Additionally, the Trustees reviewed the historical performance charts for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016 for the DuPont EM Fund and the Lipper Emerging Markets Fund Index, the DuPont EM Fund’s applicable Lipper peer index. The Trustees noted that the DuPont EM Fund underperformed each of the MSCI Emerging Markets Index (Net) and the comparable separately managed account composite for the one year, three year, five year and since inception periods ended April 30, 2016. Additionally, the Trustees noted that the DuPont EM Fund underperformed the Lipper Emerging Markets Fund Index for the one year, two year, three year, five year and since inception periods and outperformed for the year-to-date period ended March 31, 2016. The Trustees concluded that, although the DuPont EM Fund had underperformed the MSCI Emerging Markets Index, a comparable separately managed account composite (gross of fees) and the Lipper Emerging Markets Fund Index, the DuPont EM Fund’s applicable Lipper peer index during certain periods, the performance of the DuPont EM Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
The Trustees also considered the investment performance for the DuPont EM Debt Fund. The Trustees reviewed the historical performance charts for the one year and since inception periods ended April 30, 2016 for (i) the DuPont EM Debt Fund; (ii) the JPM EMBI Global Diversified Index; and (iii) a comparable separately managed account composite (gross of fees). Additionally, the Trustees reviewed the historical performance charts for the year-to-date, one year, two year and since inception periods ended March 31, 2016 for the DuPont EM Debt Fund and the Lipper Emerging Markets Hard Currency Debt Fund Index, the DuPont EM Debt Fund’s applicable Lipper index. The Trustees noted that the DuPont EM Debt Fund outperformed the JPM EMBI Global Diversified Index for the one year and since inception periods, outperformed the comparable separately managed account composite for the one year period and underperformed the comparable separately managed account composite for the since inception period, ended April 30, 2016. Additionally, the Trustees noted that the DuPont EM Debt Fund underperformed
40
DUPONT CAPITAL FUNDS
Other Information
(Unaudited)
the Lipper Emerging Markets Hard Currency Debt Fund Index for the year-to-date period and outperformed the Index for the one year, two year and since inception periods, all ended March 31, 2016. The Trustees concluded that the performance of the DuPont EM Debt Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
Fees. The Trustees noted that the representatives of DuPont had provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the DuPont Funds and any other ancillary benefit resulting from DuPont’s relationship with the Funds. The Trustees considered the fees that DuPont charges to its separately managed accounts, and evaluated the explanations provided by DuPont as to differences in fees charged to the DuPont Funds and separately managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the DuPont Funds versus other similarly managed funds.
The Board considered, among other data, the specific factors and related conclusions set forth below with respect to each DuPont Fund:
DuPont EM Fund. The Trustees noted that the DuPont EM Fund’s gross advisory fee was higher than but substantially in line with, and the Fund’s net total expense ratio was lower than but substantially in line with, the gross advisory fee and net total expense ratio of the Lipper Emerging Markets Fund category. The Trustees concluded that the advisory fees and services provided by DuPont are consistent with those of other advisers and sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the DuPont EM Fund based on the information provided at the Meeting.
DuPont EM Debt Fund. The Trustees noted that the DuPont EM Debt Fund’s gross advisory fee was higher and the Fund’s net total expense ratio was lower than the gross advisory fee and net total expense ratio of the Lipper Emerging Markets Hard Currency Debt Fund category. The Trustees concluded that the advisory fees and services provided by DuPont are consistent with those of other advisers and sub-advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the DuPont EM Debt Fund based on the information provided at the Meeting.
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of DuPont, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by DuPont, the Board took into account its familiarity with DuPont’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account DuPont’s compliance policies and procedures and reports regarding DuPont’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the DuPont Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to
41
DUPONT CAPITAL FUNDS
Other Information
(Unaudited) (Concluded)
the DuPont Funds by DuPont and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the DuPont Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the DuPont Funds are likely to benefit from the continued receipt of those services. They also concluded that DuPont has sufficient personnel, with the appropriate education and experience, to serve the DuPont Funds effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees considered the costs of the services provided by DuPont, the compensation and benefits received by DuPont in providing services to the DuPont Funds, as well as DuPont’s profitability. The Trustees were provided with the most recent Item 6 of Form 10-K of DuPont’s parent company for its most recent fiscal year ended December 31, 2015. The Trustees noted that DuPont’s level of profitability is an important factor to consider, and the Trustees should be satisfied that DuPont’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the DuPont Funds specifically. The Trustees concluded that DuPont’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the DuPont Funds.
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the DuPont Funds grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the DuPont Funds for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.
At the Meeting, the Trustees unanimously approved the DuPont Agreement for an additional one year period. In voting to approve the continuation of the DuPont Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by DuPont. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the DuPont Agreement would be in the best interests of the DuPont Funds and their shareholders.
42
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Investment Adviser
DuPont Capital Management Corporation
One Righter Parkway
Suite 3200
Wilmington, DE 19803
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
DUP-1015
DUPONT CAPITAL
EMERGING MARKETS
FUND
DUPONT CAPITAL
EMERGING MARKETS
DEBT FUND
of
FundVantage Trust
Class I
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the DuPont Capital Emerging Markets Fund and the DuPont Capital Emerging Markets Debt Fund.
EIC VALUE FUND
Semi-Annual Investment Adviser’s Report
October 31, 2016
(Unaudited)
Dear Fellow Shareholder,
Thank you for reviewing our semi-annual report. In it, we discuss our perspective on the market, the EIC Value Fund’s (the “Fund”) performance, and some of our recent purchase and sale activity in the Fund. More information on the Fund follows our comments.
Perspective on the Market
Several factors suggest the market has become less concerned about risk. From a valuation perspective, today’s market prices are high, even assuming long-term interest rates remain low and earnings growth accelerates.
Looking at fundamentals, corporations have achieved limited growth in the post-2008 environment, often via unsustainable methods that should not be capitalized. For example, firms have increased their profit margins by lowering investment spending, reduced taxes through the use of overseas tax shelters, refinanced debt at lower interest rates, and borrowed to make stock buy-backs and accretive acquisitions. Meanwhile, earnings quality continues to be poor. Investors are giving too much credence to non-GAAP financial measures, which companies often use to claim progress by treating some real costs as “one-time”.
We believe the market is capitalizing not only today’s accommodative financial environment but, also, a continuation of the benign environment into the foreseeable future. Moreover, in our view, businesses that are selling for reasonable valuations today typically have weak fundamentals and may prove to be value traps. Finally, those businesses that we feel are selling for a reasonable price and that we believe have decent fundamentals are inevitably in areas where we already have plenty of exposure. For instance, we could find another bank or health care company to invest in, but collectively the finance and health care sectors currently represent over 36% of the Fund. Increasing that concentration could add to risk. Diversification is an important component of our investment process. In contrast to some investment managers who place big bets on individual stocks or sectors, we operate under the belief that what we know about an investment is often less important than what we don’t know. That is, unpredictable macroeconomic, geopolitical, and/or company-specific events can dramatically alter an investment’s outcome. Accordingly, the Fund is relatively well diversified across a number of different sectors, industries, and stocks.
In this environment, we are finding it increasingly difficult to identify investments with desirable prospective returns. As a result, cash levels in the Fund now exceed 16%. Cash creates a drag on performance in rising markets. However, our objective is not to track volatile stock-market indices. Rather, in pursuit of the Fund’s objective of long-term capital appreciation, we seek to achieve strong returns over a full market cycle with lower-than market volatility.
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.
1
EIC VALUE FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
Fund Performance
For the six months ending October 31, 2016, the Fund’s Institutional Class shares rose 3.45% net of expenses. The Russell 3000® Value Index gained 4.59%, while the S&P 500® Index increased 4.06%.
Performance attribution for the six-month period follows. Fund results are compared to the Russell 3000® Value Index unless otherwise noted.
The Fund’s cash position continues to be high, 16.1% at the end of October, because we find very few compelling opportunities in today’s market. Given the market increase, cash has been the largest factor contributing to the Fund’s underperformance over the last six months.
We don’t target sector weightings, either in an absolute sense or relative to market indices; they are instead principally a residual of stock selection. Nevertheless, it is at times instructive to see how sector allocations affected performance.
Nine of the eleven sectors in the Russell 3000® Value Index posted positive returns for the six months. (There used to be ten sectors – real estate was part of finance but is now a distinct sector.) Information technology was the big winner, gaining 17.3%. Financials were next, increasing 6.3%, followed by consumer staples, up 5.9%. We were overweight all three sectors relative to the index.
The two sectors with negative returns over the six-month period were telecommunication services and consumer discretionary, which fell 2.8% and 0.5%, respectively. The energy sector was also weak, rising only 0.5%. Fortunately, we were underweight telecomm and energy, though we were overweight consumer discretionary. On balance, our sector allocations were a positive contributor to Fund performance.
Our security selection in the technology sector also helped. Our holdings gained a combined 24.8%, versus 17.3% for the index’s tech stocks. Qualcomm, up 38.5%, Taiwan Semiconductor, up 36.8%, and Microsoft, up 21.8% were the Fund’s standout performers. Other Fund holdings of note included eBay, up 16.7%, Honda, up 12.4%, and Charles Schwab, up 12.1%.
Our energy holdings – especially Diamond Offshore Drilling – were a significant contributor to the Fund’s performance shortfall over the six-month period. Diamond Offshore is a large contract driller and service provider to offshore oil exploration and production companies. The firm has a diversified fleet of rigs including shallow-water jack-ups, mid-water and deep-water semi-submersibles, and deep-water and ultra-deep-water drill ships. Diamond has done an admirable job of managing costs amid the decline in oil prices from their 2014 highs, and has even managed to deliver positive earnings surprises relative to Wall Street expectations. Nonetheless, the stock recently sold off on the news that one of its clients, Petrobras, the semi-public Brazilian oil company, had terminated its contract for one of Diamond’s semi-submersible drilling rigs. Despite the loss of an important contract, Diamond has maintained its strong financial position – it’s the best capitalized company in its industry, even before considering the financial strength of its majority shareholder, Loews Corporation – and has an ample order backlog. Accordingly, we continue to maintain a small position in the stock.
Our security selection in the finance sector also adversely affected Fund performance. More specifically, Franklin Resources declined 8.9%, and Wells Fargo dropped 6.5%.
2
EIC VALUE FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
Franklin faces near-term headwinds, namely subpar fund returns and investor outflows. Moreover, asset management firms typically aren’t able to quickly turn things around – performance needs to improve for a while before new inflows begin. Nonetheless, Franklin has a long history of organic growth, strong returns on equity, and shareholder-friendly management, albeit with the cyclicality that comes with the asset management business. And the stock trades at a very attractive valuation – it’s among the cheapest stocks in the Fund. While value stocks can often get cheaper, as Franklin has done since our purchase, we think the current price discounts the risks facing the company and offers us the possibility of a good prospective return. Thus, we continue to hold a small position in the Fund.
As widely reported in the news, Wells Fargo recently reached a settlement with the Consumer Financial Protection Bureau, the Office of the Comptroller of the Currency, and the City of Los Angeles over the opening of unauthorized customer accounts. Since disclosure of the settlement, Wells Fargo has been criticized by the Treasury Secretary and Congress, Federal prosecutors are reportedly in the early stages of an investigation into the firm’s sales practices, and CEO John Stumpf, a nearly 35-year veteran of the bank, was forced to retire.
The opening of unauthorized customer accounts is, of course, unacceptable behavior. While we are disappointed by management’s lapse in policy and oversight, we have not changed our outlook or valuation for the company based on information released to date. Overall, we continue to like the bank’s focus on plain-vanilla lending instead of complicated Wall Street products, and we believe the impact on Wells Fargo’s ability to grow its business will be manageable. Therefore, there’s no change to our investment thesis.
Portfolio Activity
Here’s a recap of our purchase and sale activity over the past six months, starting with purchases.
The June volatility resulting from Brexit was fleeting, lasting just a few days, and did not drive stock prices low enough on a broad basis to present many new opportunities. It did, however, allow us to increase our positions in GlaxoSmithKline, a London-based pharmaceutical company, and eBay, the San-Jose-based e-commerce company.
We also added to our position in Target Corporation on price weakness after its earnings release indicated a slowdown in sales and consumer spending and provided decreased guidance for 2016. Target is effectively managing margins, costs, and its balance sheet within a challenging retail environment. In a market with relatively few opportunities, we believe Target represents a quality company selling at an attractive value.
We made two new purchases during the six-month period.
In September, we purchased a 2% position in Verizon Communications, a stock we have owned in separately managed accounts in the past. Since we sold it from those accounts in January of 2011, Verizon has continued to transition away from its legacy wireline business toward wireless. Notably, the company purchased Vodafone’s minority interest in the wireless business in 2014 and has divested significant wireline business. The remaining wireline business has continued to shift toward FIOS fiber-to-premise, which is much more durable than old technology dial-tone business. Verizon generates substantial free cash, which validates its earnings power and amply covers its dividend. Margins are high and stable, and returns on capital are good, especially considering the capital-intensive nature of the business.
3
EIC VALUE FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
The wireless business continues to grow while maintaining premium pricing even in the face of recent fierce price competition from T-Mobile and Sprint. Overall, Verizon’s business is better than when we sold it and more attractively priced as well.
In October, we purchased a 1.5% position in PPG Industries, Inc., a large, global coatings business, manufacturing paints and coatings for a wide variety of applications, including automotive and commercial transport, aircraft, marine, rail, and architectural. Over the past year, PPG’s earnings growth has slowed due, in part, to headwinds from the strong dollar and a soft global economy. Its stock price declined with that slowdown, enabling us to initiate a position at what we believe is an attractive entry point.
PPG has transformed itself over the years from a diversified set of businesses including coatings, commodity chemicals, and glass to one focused primarily on coatings. Lower margin businesses such as chemicals and most of its glass businesses have been divested. Meanwhile, PPG has added scale and geographic reach to its higher-profit coatings business through selective bolt-on acquisitions. This transformation has improved the business’s growth profile, margins and returns on capital. In doing so, PPG has maintained a strong balance sheet, with reasonable leverage, and has positioned itself to grow and earn high returns on capital.
We’ll turn now to our sales activity.
We sold our position in Bed Bath & Beyond. The company reported disappointing results, but, unlike Target, its margins and balance sheet show long-term structural decline, exacerbated by aggressive stock buy-backs to boost earnings per share.
Shire PLC offered to acquire one of our holdings, Baxalta. Baxter International, which we also owned, offered a premium to exchange its shares for Baxalta shares, which Baxter retained from its earlier spin-off of Baxalta. We accepted the exchange and in the end, we held a small (less than 1%) position in Shire PLC and a 2% position in Baxter International. We subsequently sold our position in both stocks, based primarily on valuation, as well as concerns over the strength of Shire’s balance sheet. A great deal of back-office effort was required to implement these actions on behalf of Fund investors; we offer a special thanks to our trading and operations staff for successfully dealing with a very complex transaction.
Finally, we trimmed eBay, Mack-Cali Realty, and Taiwan Semiconductor, all of which have performed well this year, due to valuations and to keep position sizes in check. We also trimmed Franklin Resources over concerns about deteriorating fundamentals, though it does remain one of the Fund’s most inexpensive stocks.
We have said for some time that today’s investment environment is a difficult one to navigate. The impact of low interest rates and central-bank-infused liquidity has been quite broad, and there are few obvious areas in which to avoid the risk. Over a full-market cycle, we believe our most important contribution in protecting investor capital will be through paying reasonable prices for companies with sustainable earnings growth, while avoiding those with excessive balance-sheet risk.
This letter is intended to assist shareholders in understanding how the Fund performed during the six months ending October 31, 2016 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.
4
EIC VALUE FUND
Semi-Annual Investment Adviser’s Report (Concluded)
October 31, 2016
(Unaudited)
The above commentary is for informational purposes only and does not represent an offer, recommendation or solicitation to buy, hold or sell any security. The specific securities identified and described do not represent all of the securities purchased or sold and you should not assume that investments in the securities identified and discussed will be profitable.
Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risk.
5
EIC VALUE FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six | Since | ||||||||||||||||||||||||
Months† | 1 Year | 3 Years | 5 Years | Inception* | |||||||||||||||||||||
Class A (with sales charge) | -2.32 | % | -0.67 | % | 3.24 | % | 7.60 | % | 6.67 | % | |||||||||||||||
Class A (without sales charge) | 3.38 | % | 5.12 | % | 5.20 | % | 8.81 | % | 7.78 | % | |||||||||||||||
Russell 3000® Value Index | 4.59 | % | 6.55 | % | 7.33 | % | 13.17 | % | 10.22 | %** | |||||||||||||||
S&P 500® Index | 4.06 | % | 4.51 | % | 8.84 | % | 13.57 | % | 11.17 | %** | |||||||||||||||
Class C (with CDSC charge) | 1.95 | % | 3.35 | % | 4.42 | % | 8.00 | % | 7.48 | % | |||||||||||||||
Class C (without CDSC charge) | 2.95 | % | 4.35 | % | 4.42 | % | 8.00 | % | 7.48 | % | |||||||||||||||
Russell 3000® Value Index | 4.59 | % | 6.55 | % | 7.33 | % | 13.17 | % | 11.15 | %** | |||||||||||||||
S&P 500® Index | 4.06 | % | 4.51 | % | 8.84 | % | 13.57 | % | 11.86 | %** | |||||||||||||||
Institutional Class | 3.45 | % | 5.41 | % | 5.45 | % | 9.08 | % | 7.96 | % | |||||||||||||||
Russell 3000® Value Index | 4.59 | % | 6.55 | % | 7.33 | % | 13.17 | % | 9.80 | %** | |||||||||||||||
S&P 500® Index | 4.06 | % | 4.51 | % | 8.84 | % | 13.57 | % | 10.96 | %** |
† | Not Annualized. |
* | Class A, Class C and Institutional Class shares of the EIC Value Fund (the “Fund”) commenced operations on May 19, 2011, July 18, 2011 and May 1, 2011, respectively. |
** | Benchmark performance is from commencement date of the class only and is not the commencement date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (855) 430-6487.
The returns shown for Class A shares reflect a deduction for the maximum front-end sales charge of 5.50%. The returns shown for Class C shares reflect a maximum deferred sales charge of 1.00%. All of the Fund’s share classes apply a 2.00% fee to the value of shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above. The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2016, are 1.24% and 1.28% for Class A shares, 1.99% and 2.03% for Class C shares and 0.99% and 1.03% for Institutional Class shares, respectively, of the Class’ average daily net assets. The ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Equity Investment Corporation (the “Adviser”) has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees or shareholder service fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, exceed 1.00% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (“the Trust”) approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived
6
EIC VALUE FUND
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.
Mutual fund investing involves risk, including possible loss of principal. Value investing involves the risk that the Fund’s investing in companies believed to be undervalued will not appreciate as anticipated. The Fund may invest in the stocks of smaller- and medium-sized companies which may be more vulnerable to adverse business or economic events than larger, more established companies.
The Fund intends to evaluate performance as compared to that of the S&P 500® Index and the Russell 3000® Value Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 3000® Value Index is an unmanaged index that measures the performance of the 3,000 largest U.S. stocks, representing about 98% of the total capitalization of the entire U.S. stock market. It is impossible to invest directly in an index.
7
EIC VALUE FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of each accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, the second line of each accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
8
EIC VALUE FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
EIC Value Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period* | |||||||||||||
Class A | |||||||||||||||
Actual | $1,000.00 | $1,033.80 | $6.15 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,019.16 | 6.11 | ||||||||||||
Class C | |||||||||||||||
Actual | $1,000.00 | $1,029.50 | $9.98 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,015.38 | 9.91 | ||||||||||||
Institutional Class | |||||||||||||||
Actual | $1,000.00 | $1,034.50 | $4.87 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.42 | 4.84 |
* | Expenses are equal to the Fund’s annualized expense ratio for the six-month period ended October 31, 2016 of 1.20%, 1.95%, and 0.95% for Class A, Class C, and Institutional Class shares, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in each table are based on the actual six-month total returns for the Fund of 3.38%, 2.95%, and 3.45% for Class A, Class C, and Institutional Class shares, respectively. |
9
EIC VALUE FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net | ||||||||||
Assets | Value | |||||||||
COMMON STOCKS: | ||||||||||
Financial | 23.7 | % | $ | 69,723,692 | ||||||
Consumer, Non-cyclical | 20.0 | 59,086,109 | ||||||||
Consumer, Cyclical | 11.1 | 32,656,603 | ||||||||
Communications | 7.7 | 22,705,554 | ||||||||
Technology | 7.0 | 20,769,173 | ||||||||
Energy | 6.5 | 19,049,850 | ||||||||
Utilities | 4.0 | 11,882,083 | ||||||||
REITs-Diversified | 1.6 | 4,749,905 | ||||||||
Basic Materials | 1.5 | 4,423,675 | ||||||||
REITs-Office Property | 1.0 | 2,846,114 | ||||||||
Short-Term Investment | 14.3 | 42,225,661 | ||||||||
Other Assets in Excess of Liabilities | 1.6 | 4,738,365 | ||||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 294,856,784 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
10
EIC VALUE FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — 84.1% |
| |||||||
Basic Materials — 1.5% | ||||||||
PPG Industries, Inc. | 47,500 | $ | 4,423,675 | |||||
|
| |||||||
Communications — 7.7% | ||||||||
Cisco Systems, Inc. | 194,905 | 5,979,686 | ||||||
eBay, Inc.* | 393,575 | 11,220,823 | ||||||
Verizon Communications, Inc. | 114,450 | 5,505,045 | ||||||
|
| |||||||
22,705,554 | ||||||||
|
| |||||||
Consumer, Cyclical — 11.1% |
| |||||||
Honda Motor Co. Ltd., SP ADR | 286,900 | 8,558,227 | ||||||
Target Corp. | 159,625 | 10,971,026 | ||||||
Wal-mart Stores, Inc. | 187,480 | 13,127,350 | ||||||
|
| |||||||
32,656,603 | ||||||||
|
| |||||||
Consumer, Non-cyclical — 20.0% |
| |||||||
Baxter International, Inc. | — | 1 | ||||||
Express Scripts Holding Co.* | 120,000 | 8,088,000 | ||||||
GlaxoSmithKline PLC, SP ADR | 224,095 | 8,966,041 | ||||||
Johnson & Johnson | 69,135 | 8,018,969 | ||||||
Medtronic PLC | 105,625 | 8,663,362 | ||||||
Pepsico, Inc. | 107,125 | 11,483,800 | ||||||
Procter & Gamble Co. (The) | 95,370 | 8,278,116 | ||||||
Shire PLC, ADR | 1 | 121 | ||||||
Whole Foods Market, Inc. | 197,515 | 5,587,699 | ||||||
|
| |||||||
59,086,109 | ||||||||
|
| |||||||
Energy — 6.5% | ||||||||
Chevron Corp. | 58,480 | 6,125,780 | ||||||
Diamond Offshore Drilling, Inc. | 205,590 | 3,390,179 | ||||||
Exxon Mobil Corp. | 114,425 | 9,533,891 | ||||||
|
| |||||||
19,049,850 | ||||||||
|
|
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Financial — 23.7% | ||||||||
American Express Co. | 153,600 | $ | 10,202,112 | |||||
Charles Schwab Corp. (The) | 243,500 | 7,718,950 | ||||||
Franklin Resources, Inc. | 84,175 | 2,833,330 | ||||||
PNC Financial Services Group, Inc. (The) | 111,900 | 10,697,640 | ||||||
SunTrust Banks, Inc. | 151,980 | 6,874,055 | ||||||
Torchmark Corp. | 77,505 | 4,914,592 | ||||||
Travelers Cos, Inc. (The) | 75,610 | 8,179,490 | ||||||
US Bancorp | 211,050 | 9,446,598 | ||||||
Wells Fargo & Co. | 192,500 | 8,856,925 | ||||||
|
| |||||||
69,723,692 | ||||||||
|
| |||||||
REITs-Diversified — 1.6% | ||||||||
Annaly Capital Management, Inc. REIT | 458,485 | 4,749,905 | ||||||
|
| |||||||
REITs-Office Property — 1.0% |
| |||||||
Mack-Cali Realty Corp. REIT | 110,830 | 2,846,114 | ||||||
|
| |||||||
Technology — 7.0% | ||||||||
Microsoft Corp. | 133,230 | 7,983,142 | ||||||
QUALCOMM, Inc. | 95,000 | 6,528,400 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR | 201,210 | 6,257,631 | ||||||
|
| |||||||
20,769,173 | ||||||||
|
| |||||||
Utilities — 4.0% | ||||||||
Exelon Corp. | 348,755 | 11,882,083 | ||||||
|
| |||||||
TOTAL COMMON STOCKS |
| 247,892,758 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
11
EIC VALUE FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
SHORT-TERM INVESTMENT — 14.3% |
| |||||||
Money Market Fund — 14.3% |
| |||||||
Dreyfus Institutional Treasury Securities Advantage Fund, Premier Shares 0.01%(a) | 42,225,661 | $ | 42,225,661 | |||||
|
| |||||||
TOTAL SHORT-TERM INVESTMENT |
| 42,225,661 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 98.4% (Cost $250,720,484) |
| 290,118,419 | ||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 1.6% | 4,738,365 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 294,856,784 | ||||||
|
|
* | Non-income producing. |
(a) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
ADR | American Depository Receipt | |
PLC | Public Limited Company | |
REIT | Real Estate Investment Trust | |
SP ADR | Sponsored American Depository Receipt |
The accompanying notes are an integral part of the financial statements.
12
EIC VALUE FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $250,720,484) | $ | 290,118,419 | ||
Cash | 853,671 | |||
Receivable for investments sold | 5,378,391 | |||
Receivable for capital shares sold | 286,462 | |||
Dividends and interest receivable | 266,551 | |||
Prepaid expenses and other assets | 93,882 | |||
|
| |||
Total assets | 296,997,376 | |||
|
| |||
Liabilities | ||||
Payable for investments purchased | 852,665 | |||
Payable for capital shares redeemed | 897,934 | |||
Payable to Adviser | 189,184 | |||
Payable for administration and accounting fees | 57,668 | |||
Payable for distribution fees | 42,878 | |||
Payable for transfer agent fees | 34,329 | |||
Payable for legal fees | 11,065 | |||
Payable for shareholder servicing fees | 10,281 | |||
Payable for custodian fees | 8,440 | |||
Accrued expenses | 36,148 | |||
|
| |||
Total liabilities | 2,140,592 | |||
|
| |||
Net Assets | $ | 294,856,784 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 219,108 | ||
Paid-in capital | 250,480,312 | |||
Accumulated net investment income | 1,885,580 | |||
Accumulated net realized gain from investments | 2,873,849 | |||
Net unrealized appreciation on investments | 39,397,935 | |||
|
| |||
Net Assets | $ | 294,856,784 | ||
|
| |||
Class A: | ||||
Net asset value, redemption price per share | $13.46 | |||
Maximum offering price per share (100/94.5 of $13.46) | $14.24 | |||
Class C: | ||||
Net asset value, offering and redemption price per share | $13.25 | |||
Institutional Class: | ||||
Net asset value, offering and redemption price per share | $13.51 |
The accompanying notes are an integral part of the financial statements.
13
EIC VALUE FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 3,254,729 | ||
Less: foreign taxes withheld | (72,502 | ) | ||
Interest | 35,375 | |||
|
| |||
Total investment income | 3,217,602 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 1,155,777 | |||
Distribution fees (Class C) (Note 2) | 190,041 | |||
Administration and accounting fees (Note 2) | 90,087 | |||
Distribution fees (Class A) (Note 2) | 77,611 | |||
Transfer agent fees (Note 2) | 75,806 | |||
Shareholder servicing fees (Class C) (Note 2) | 63,347 | |||
Registration and filing fees | 35,043 | |||
Legal fees | 24,814 | |||
Printing and shareholder reporting fees | 17,242 | |||
Custodian fees (Note 2) | 16,545 | |||
Trustees’ and officers’ fees (Note 2) | 16,448 | |||
Audit fees | 13,992 | |||
Other expenses | 18,215 | |||
|
| |||
Total expenses | 1,794,968 | |||
|
| |||
Net investment income | 1,422,634 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized gain from investments | 3,360,400 | |||
Net change in unrealized appreciation/(depreciation) on investments | 5,811,160 | |||
|
| |||
Net realized and unrealized gain on investments | 9,171,560 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 10,594,194 | ||
|
|
The accompanying notes are an integral part of the financial statements.
14
EIC VALUE FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(Decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 1,422,634 | $ | 2,706,079 | ||||||
Net realized gain/(loss) from investments | 3,360,400 | (486,551 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments | 5,811,160 | (13,745,752 | ) | |||||||
|
|
|
| |||||||
Net increase/(decrease) in net assets resulting from operations | 10,594,194 | (11,526,224 | ) | |||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class A | — | (732,542 | ) | |||||||
Class C | — | (147,071 | ) | |||||||
Institutional Class | — | (2,258,668 | ) | |||||||
|
|
|
| |||||||
Total net investment income | — | (3,138,281 | ) | |||||||
|
|
|
| |||||||
Net realized capital gains: | ||||||||||
Class A | — | (1,409,072 | ) | |||||||
Class C | — | (1,111,461 | ) | |||||||
Institutional Class | — | (3,416,089 | ) | |||||||
|
|
|
| |||||||
Total net realized capital gains | — | (5,936,622 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (9,074,903 | ) | |||||||
|
|
|
| |||||||
Decrease in Net Assets Derived from Capital Share Transactions (Note 4) | (29,549,930 | ) | (3,478,118 | ) | ||||||
|
|
|
| |||||||
Total decrease in net assets | (18,955,736 | ) | (24,079,245 | ) | ||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 313,812,520 | 337,891,765 | ||||||||
|
|
|
| |||||||
End of period | $ | 294,856,784 | $ | 313,812,520 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 1,885,580 | $ | 462,946 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
15
EIC VALUE FUND
Financial Highlights
Contained below is per share operating performance data for Class A shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A | ||||||||||||||||||||||||||||||
For the | For the | |||||||||||||||||||||||||||||
Six Months | For the | For the | For the | For the | Period | |||||||||||||||||||||||||
Ended | Year | Year | Year | Year | May 19, | |||||||||||||||||||||||||
October 31, | Ended | Ended | Ended | Ended | 2011* to | |||||||||||||||||||||||||
2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 13.02 | $ | 13.91 | $ | 13.37 | $ | 11.91 | $ | 10.65 | $ | 10.00 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net investment income(1) | 0.06 | 0.11 | 0.12 | 0.12 | 0.12 | 0.08 | ||||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.38 | (0.60 | ) | 0.98 | 1.70 | 1.22 | 0.61 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.44 | (0.49 | ) | 1.10 | 1.82 | 1.34 | 0.69 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | (0.14 | ) | (0.10 | ) | (0.11 | ) | (0.08 | ) | (0.04 | ) | |||||||||||||||||||
Net realized capital gains | — | (0.26 | ) | (0.46 | ) | (0.25 | ) | — | (2) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.40 | ) | (0.56 | ) | (0.36 | ) | (0.08 | ) | (0.04 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Redemption fees | — | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net asset value, end of period | $ | 13.46 | $ | 13.02 | $ | 13.91 | $ | 13.37 | $ | 11.91 | $ | 10.65 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total investment return(3) | 3.38 | % | (3.44 | )% | 8.22 | % | 15.46 | % | 12.73 | % | 6.97 | % | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 56,566 | $ | 65,882 | $ | 85,653 | $ | 130,805 | $ | 83,932 | $ | 33,969 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.20 | %(4) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | %(4) | ||||||||||||||||||
Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5) | 1.20 | %(4) | 1.21 | % | 1.18 | % | 1.24 | % | 1.35 | % | 2.07 | %(4) | ||||||||||||||||||
Ratio of net investment income to average net assets | 0.89 | %(4) | 0.85 | % | 0.90 | % | 0.95 | % | 1.12 | % | 0.81 | %(4) | ||||||||||||||||||
Portfolio turnover rate | 7.12 | %(6) | 34.03 | % | 26.89 | % | 19.08 | % | 12.06 | % | 12.68 | %(7) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.50%. If reflected, the return would be lower. |
(4) | Annualized. |
(5) | During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
(7) | Reflects portfolio turnover of the Fund for the year ended April 30, 2012. |
The accompanying notes are an integral part of the financial statements.
16
EIC VALUE FUND
Financial Highlights
Contained below is per share operating performance data for Class C shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class C | ||||||||||||||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Year Ended April 30, 2015 | For the Year Ended April 30, 2014 | For the Year Ended April 30, 2013 | For the Period July 18, 2011* to April 30, 2012 | |||||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 12.87 | $ | 13.75 | $ | 13.24 | $ | 11.84 | $ | 10.61 | $ | 9.88 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Net investment income/(loss)(1) | 0.01 | 0.01 | 0.02 | 0.03 | 0.04 | (0.01 | ) | |||||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.37 | (0.60 | ) | 0.97 | 1.67 | 1.22 | 0.77 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.38 | (0.59 | ) | 0.99 | 1.70 | 1.26 | 0.76 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||||
Net investment income | — | (0.03 | ) | (0.02 | ) | (0.05 | ) | (0.03 | ) | (0.03 | ) | |||||||||||||||||||||
Net realized capital gains | — | (0.26 | ) | (0.46 | ) | (0.25 | ) | — | (2) | — | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.29 | ) | (0.48 | ) | (0.30 | ) | (0.03 | ) | (0.03 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Redemption fees | — | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Net asset value, end of period | $ | 13.25 | $ | 12.87 | $ | 13.75 | $ | 13.24 | $ | 11.84 | $ | 10.61 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Total investment return(3) | 2.95 | % | (4.17 | )% | 7.49 | % | 14.52 | % | 11.93 | % | 7.75 | % | ||||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 47,501 | $ | 51,146 | $ | 62,378 | $ | 48,016 | $ | 31,129 | $ | 13,756 | ||||||||||||||||||||
Ratio of expenses to average net assets | 1.95 | %(4) | 2.00 | % | 2.00 | % | 2.00 | % | 2.00 | % | 2.00 | %(4) | ||||||||||||||||||||
Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5) | 1.95 | %(4) | 1.96 | % | 1.93 | % | 1.99 | % | 2.10 | % | 2.69 | %(4) | ||||||||||||||||||||
Ratio of net investment income/(loss) to average net assets | 0.14 | %(4) | 0.10 | % | 0.15 | % | 0.21 | % | 0.38 | % | (0.01 | )%(4) | ||||||||||||||||||||
Portfolio turnover rate | 7.12 | %(6) | 34.03 | % | 26.89 | % | 19.08 | % | 12.06 | % | 12.68 | %(7) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total return does not reflect any applicable sales charge. |
(4) | Annualized. |
(5) | During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
(7) | Reflects portfolio turnover of the Fund for the year ended April 30, 2012. |
The accompanying notes are an integral part of the financial statements.
17
EIC VALUE FUND
Financial Highlights
Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | ||||||||||||||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Year Ended April 30, 2015 | For the Year Ended April 30, 2014 | For the Year Ended April 30, 2013 | For the Year Ended April 30, 2012 | |||||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||||
Net asset value, beginning of year | $ | 13.06 | $ | 13.95 | $ | 13.41 | $ | 11.94 | $ | 10.67 | $ | 10.00 | ||||||||||||||||||||
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Net investment income(1) | 0.08 | 0.14 | 0.16 | 0.15 | 0.15 | 0.11 | ||||||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.37 | (0.60 | ) | 0.98 | 1.70 | 1.22 | 0.61 | |||||||||||||||||||||||||
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Net increase/(decrease) in net assets resulting from operations | 0.45 | (0.46 | ) | 1.14 | 1.85 | 1.37 | 0.72 | |||||||||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||||
Net investment income | — | (0.17 | ) | (0.14 | ) | (0.13 | ) | (0.10 | ) | (0.05 | ) | |||||||||||||||||||||
Net realized capital gains | — | (0.26 | ) | (0.46 | ) | (0.25 | ) | — | (2) | — | ||||||||||||||||||||||
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Total dividends and distributions to shareholders | — | (0.43 | ) | (0.60 | ) | (0.38 | ) | (0.10 | ) | (0.05 | ) | |||||||||||||||||||||
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Redemption fees | — | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | |||||||||||||||||||||
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Net asset value, end of year | $ | 13.51 | $ | 13.06 | $ | 13.95 | $ | 13.41 | $ | 11.94 | $ | 10.67 | ||||||||||||||||||||
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Total investment return(3) | 3.45 | % | (3.15 | )% | 8.54 | % | 15.68 | % | 12.99 | % | 7.24 | % | ||||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||||
Net assets, end of year (in thousands) | $ | 190,789 | $ | 196,785 | $ | 189,860 | $ | 75,860 | $ | 53,367 | $ | 18,754 | ||||||||||||||||||||
Ratio of expenses to average net assets | 0.95 | %(4) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||||||||||
Ratio of expenses to average net assets without waivers, expense reimbursements and recoupments, if any(5) | 0.95 | %(4) | 0.96 | % | 0.93 | % | 0.99 | % | 1.10 | % | 2.40 | % | ||||||||||||||||||||
Ratio of net investment income to average net assets | 1.14 | %(4) | 1.10 | % | 1.14 | % | 1.21 | % | 1.37 | % | 1.13 | % | ||||||||||||||||||||
Portfolio turnover rate | 7.12 | %(6) | 34.03 | % | 26.89 | % | 19.08 | % | 12.06 | % | 12.68 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the year. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived, reimbursed and/or recouped. If such fee waivers, reimbursements and/or recoupments had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
18
EIC VALUE FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The EIC Value Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced operations on May 1, 2011. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C, Institutional Class and Retail Class shares. Class A shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the redemption of Class A shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A shares made within eighteen months of purchase where $1 million or more of Class A shares were purchased without an initial sales charge and (ii) the Fund’s principal underwriter, Foreside Funds Distributors LLC (the “Underwriter”), paid a commission to the selling broker-dealer for such sale. A CDSC of up to 1.00% is assessed on redemptions of Class C Shares made within eighteen months after a purchase. As of October 31, 2016, the Retail Class Shares have not been issued.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are valued at amortized cost, provided such amount approximates market value. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
19
EIC VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• 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 following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Total Value at 10/31/16 | Level 1 Quoted Prices | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Common Stocks* | $ | 247,892,758 | $ | 247,892,758 | $ | — | $ | — | ||||||||
Short-Term Investment | 42,225,661 | 42,225,661 | — | — | ||||||||||||
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Total Investments | $ | 290,118,419 | $ | 290,118,419 | $ | — | $ | — | ||||||||
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* | Please refer to Portfolio of Investments for further details on portfolio holdings. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.
20
EIC VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the period ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
21
EIC VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
Equity Investment Corporation (“EIC” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive or otherwise reduce its annual compensation received from the Fund to the extent necessary to ensure that the Fund’s “Total Annual Fund Operating Expenses,” excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees or shareholder service fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions, do not exceed 1.00% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, there is no amount of advisory fees available to be recouped.
For the period ended October 31, 2016, the Adviser earned advisory fees of $1,155,777.
22
EIC VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee) on an annualized basis of the average daily net assets of the Fund’s Class A and Class C shares, respectively.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $15,866. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the period ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 18,361,005 | $ | 44,453,876 |
23
EIC VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A | ||||||||||||||||
Sales | 176,197 | $ | 2,354,965 | 857,572 | $ | 11,438,619 | ||||||||||
Reinvestments | — | — | 147,895 | 1,860,520 | ||||||||||||
Redemption Fees* | — | — | — | 1,173 | ||||||||||||
Redemptions | (1,031,576 | ) | (13,858,867 | ) | (2,103,805 | ) | (27,595,274 | ) | ||||||||
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Net decrease | (855,379 | ) | $ | (11,503,902 | ) | (1,098,338 | ) | $ | (14,294,962 | ) | ||||||
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Class C | ||||||||||||||||
Sales | 137,323 | $ | 1,796,532 | 323,756 | $ | 4,227,322 | ||||||||||
Reinvestments | — | — | 93,907 | 1,171,014 | ||||||||||||
Redemption Fees* | — | — | — | 916 | ||||||||||||
Redemptions | (525,886 | ) | (6,954,493 | ) | (981,575 | ) | (12,691,541 | ) | ||||||||
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Net decrease | (388,563 | ) | $ | (5,157,961 | ) | (563,912 | ) | $ | (7,292,289 | ) | ||||||
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Institutional Class | ||||||||||||||||
Sales | 2,454,822 | $ | 32,677,397 | 6,677,541 | $ | 86,642,713 | ||||||||||
Reinvestments | — | — | 424,318 | 5,346,409 | ||||||||||||
Redemption Fees* | — | — | — | 3,156 | ||||||||||||
Redemptions | (3,402,786 | ) | (45,565,464 | ) | (5,639,081 | ) | (73,883,145 | ) | ||||||||
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Net increase/(decrease) | (947,964 | ) | $ | (12,888,067 | ) | 1,462,778 | $ | 18,109,133 | ||||||||
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Total net decrease | (2,191,906 | ) | $ | (29,549,930 | ) | (199,472 | ) | $ | (3,478,118 | ) | ||||||
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* | There is a 2.00% redemption fee that may be charged on shares redeemed which have been held for 30 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital. |
24
EIC VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $3,138,300 of ordinary income dividends and $5,936,603 of long-term capital gains dividends. Distributions from net investment income and short term gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss Carryforward | Undistributed Ordinary Income | Undistributed Long-Term Gain | Unrealized Appreciation | Qualified Late-Year Losses | ||||
$(215,534) | $462,946 | $— | $33,586,775 | $(271,017) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 250,720,484 | ||||
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Gross unrealized appreciation | $ | 43,520,440 | ||||
Gross unrealized depreciation | (4,122,505 | ) | ||||
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Net unrealized appreciation | $ | 39,397,935 | ||||
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* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund had short-term capital loss carryforwards of $215,534. All losses will be carried forward indefinitely and will retain their character as short-term capital losses.
25
EIC VALUE FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
26
EIC VALUE FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (855) 430-6487 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on September 28-29, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved (1) an interim advisory agreement (the “Interim Agreement”) and (2) a new advisory agreement (the “New Agreement”), between Equity Investment Corporation (“EIC” or the “Advisor”) and the Trust (together the “Agreements”) on behalf of EIC Value Fund (the “Fund”).
The Board considered the Agreements in connection with a transaction resulting in a change of control and restructuring of EIC’s advisory business into a new corporate entity with the same name (the “Transaction”). This Transaction constituted a change in control (the “Change of Control”) of the Advisor, under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Transaction resulted in the assignment and automatic termination of the investment advisory agreement between the Trust, with respect to the Fund, dated April 21, 2011 (“Prior Agreement”).
In determining whether to approve the Agreements, the Trustees considered information that EIC provided regarding (i) the services performed for the Fund, (ii) the size and qualifications of EIC’s portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Fund, (iv) investment performance, (v) the capitalization and financial condition of EIC, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Fund and other clients,
27
EIC VALUE FUND
Other Information
(Unaudited) (Continued)
(viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on EIC’s ability to service the Fund, (x) compliance with the Fund’s investment objective, policies and practices (including codes of ethics and proxy voting policies), federal securities laws and other regulatory requirements, and (xi) the Transaction and the impact of the resulting Change of Control on the services provided by EIC. The Trustees noted the reports provided at Board meetings throughout the year covering matters such as the relative performance of the Fund; compliance with the investment objective, policies, strategies and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board.
Representatives from EIC joined the meeting and discussed the Transaction and the Change of Control, including the background of and reasons for the Change of Control, EIC’s history, performance, investment strategy, and compliance program in connection with the proposed New Agreement. In connection with the Trustees’ review of the Agreements, the representatives from EIC emphasized that: (i) it expected that there will be no adverse changes as a result of the Change of Control in the nature, quality, or extent of services currently provided to the Fund and its shareholders, including investment management, distribution, or other shareholder services; (ii) no material adverse effects on EIC’s financial condition; (iii) no material changes in personnel or operations are contemplated; and (iv) EIC has no present intention to alter the expense limitations and reimbursements currently in effect for the Fund.
In addition to the information provided by EIC as described above, the Trustees also considered all other factors they believed to be relevant to evaluating the Agreements, including the specific matters discussed below. In their deliberations, the Trustees did not identify any particular information that was controlling, and different Trustees may have attributed different weights to the various factors. However, the Trustees determined that the overall arrangements between the Fund and EIC, as provided in the Agreements, including the proposed advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the Trustees considered relevant. In making their decision relating to the approval of the Agreements, the Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the Trustees and the conclusions reached in approving the Agreements.
Nature, Extent, and Quality of Services. The Trustees considered the services historically provided by EIC to the Fund and its shareholders. In reviewing the nature, extent, and quality of services, the Board considered that the Agreements will be substantially similar to the Prior Agreement, and they therefore considered the many reports furnished to them during the year at regular Board meetings covering matters such as the relative performance of the Fund; compliance with the investment objectives, policies, strategies, and limitations for the Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to fair value pricing procedures as established by the Board. The Trustees considered EIC’s personnel and the depth of EIC’s personnel who possess the experience to provide investment management services to the Fund. Based on the information provided by EIC, including that no material
28
EIC VALUE FUND
Other Information
(Unaudited) (Continued)
changes are expected as a result of the Change of Control in EIC’s personnel or operations, the Trustees concluded that (i) the nature, extent and quality of the services provided by EIC are appropriate and consistent with the terms of the Agreements, (ii) that the quality of those services has been consistent with industry norms, (iii) the Fund is likely to benefit from the continued provision of those services, (iv) EIC has sufficient personnel, with the appropriate education and experience, to serve the Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel, and (v) the satisfactory nature, extent, and quality of services currently provided to the Fund and its shareholders is likely to continue under the Agreements.
Investment Performance. The Board considered the overall investment performance of EIC and the Fund. Although the Trustees gave appropriate consideration to performance reports and discussions with portfolio managers at Board meetings throughout the year, the Trustees gave particular weight to their review of investment performance presented in connection with the approval of the Agreements at the September 28-29, 2016 in-person meeting and the annual approval of the continuation of EIC’s investment advisory agreement at the December 2-3, 2015 in-person meeting. The Trustees considered the investment performance for the Fund and EIC. The Trustees reviewed the historical performance charts for each of the Fund’s share classes, as compared to the Russell 3000 Value Index, and the Lipper Large-Cap Value Fund category, the Fund’s applicable Lipper peer group, for the calendar year-to-date, one-year, two-year, three-year, five year and since inception periods ended June 30, 2016. The Fund’s Class A shares, Class C shares and Institutional Class shares, which had differing inception dates, outperformed the median of the Lipper Large-Cap Value Fund category for the calendar year-to-date and one-year periods ended June 30, 2016, and the Institutional Class shares also outperformed for the two year period ended June 30 2016. The Class A shares, Class C shares and Institutional Class shares underperformed the median of the Lipper Large-Cap Value Fund category for the other periods presented. The Fund’s Class A shares, Class C shares and Institutional Class shares underperformed the Russell 3000 Value Index for all periods ended June 30, 2016, with the exception of the one year returns for Class A and Institutional Class shares.
The Trustees also received performance information for the Fund’s Institutional Class shares as compared to the Fund’s comparable separately managed account composite (gross of fees), the portion of another mutual fund portfolio that is sub-advised by EIC in a similar manner (the “EIC Sub-Advised Portfolio”), and the Russell 3000 Value Index, for the one-year, three-year, five year and since inception periods ended July 31, 2016, as applicable. The Fund’s Institutional Class shares underperformed the Russell 3000 Value Index for the one-year, three-year, five year and since inception periods ended July 31, 2016. The Fund’s Institutional Class shares outperformed EIC’s separately managed account composite (gross of fees) for the one-year period ended July 31, 2016, and underperformed for the three-year, five year and since inception periods. With respect to the EIC Sub-Advised Portfolio, which does not have performance longer than one year, the Fund’s Institutional Class shares underperformed the gross returns of the EIC Sub-Advised Portfolio for the one-year period ended July 31, 2016. The Trustees also considered EIC’s commentary regarding the performance data and the various factors contributing to the Fund’s
29
EIC VALUE FUND
Other Information
(Unaudited) (Continued)
shorter- and longer-term performance, as applicable. The Trustees took note of the various periods where the Fund underperformed its Lipper peer group and Russell 3000 Value Index. The Trustees noted that while absolute performance was positive for various periods ended June 30, 2016 and July 31, 2016, the Fund’s relative performance lagged the Russell 3000 Value Index and the median of its Lipper peer group for certain measurement periods. The Trustees considered explanations provided by EIC regarding the various factors contributing to the relative underperformance of the Fund, including, among other things, differences in the Fund’s investment strategies and portfolio construction in comparison to the peer funds included in its Lipper peer groups. The Board discussed with EIC the reasons behind such results for the Fund. The Trustees considered other factors that supported the continuation of the Advisory Agreement, including the following: (i) that EIC’s investment decisions, such as security selection and sector allocation, contributing to such underperformance were consistent with the Fund’s investment objective and policies; and (ii) that shorter-term or longer-term performance, as applicable, was competitive when compared to the performance of relevant peer groups or benchmarks. Taking note of EIC’s discussion of (i) the various factors contributing to the Fund’s performance and (ii) its continuing commitment to the Fund’s current investment strategy, the Trustees concluded that the performance of the Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the September 28-29, 2016 in-person meeting.
The Board also concluded that neither the Change of Control nor the Agreements would likely have an adverse effect on the investment performance of the Fund because (i) EIC does not currently expect the Change of Control to cause any material change to the Fund’s portfolio management team that is jointly and primarily responsible for investment performance (recognizing the fact that, as of September 30, 2016, Mr. Barksdale would no longer serve as a member of such portfolio management team), which the Board found to be satisfactory, and (ii) as discussed in more detail below, the Fund’s expenses are not expected to increase as a result of the Change of Control. EIC reported at the meeting that it is expected that Mr. Barksdale will continue to serve as Chairman of EIC through September 30, 2019 and will be available as a resource to the Fund’s portfolio managers.
Comparative Expenses. EIC had provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Fund and any other ancillary benefit resulting from EIC’s relationship with the Fund. The Trustees considered the fees that EIC charges to each comparable account and/or investment company advised by EIC, and evaluated the explanations provided by EIC as to differences in fees charged to the Fund and such accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus other similarly managed funds. The Trustees noted that the gross advisory fee and net total expense ratio of the Fund’s Institutional Class, Class A and Class C shares were all higher than the median of the gross advisory fees and net total expense ratios of funds with similar share classes in the Lipper Large-Cap Value Equity category with $500 million or less in assets. The Trustees concluded that the advisory fee and services provided by EIC are sufficiently consistent with those of other advisers which manage mutual funds with investment
30
EIC VALUE FUND
Other Information
(Unaudited) (Continued)
objectives, strategies and policies similar to those of the Fund based on the information provided at the in-person meeting. The Trustees considered whether the Change of Control would impact the services currently being provided to the Fund. Based on the information provided at the in-person meeting, the Trustees concluded that there would not be any material impact on the expenses of the Fund and services provided to the Fund as a result of the Change of Control.
Management Profitability. The Trustees considered the costs of the services provided by EIC, the compensation and benefits received by EIC in providing services to the Fund, as well as EIC’s profitability. The Trustees were provided with EIC’s most recent available financial information for EIC. The Trustees noted that EIC’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that EIC’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Fund specifically. The Trustees concluded that EIC’s contractual advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also concluded that the overall expense ratio of the Fund was reasonable, taking into account the size of the Fund, the quality of services provided by EIC, the investment performance of the Fund and the expense limitations agreed to by EIC.
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Trustees considered and determined that economies of scale for the benefit of Fund shareholders should be achieved as assets of the Fund increase as a result of “breakpoint” reductions in the advisory fee rate at specific asset levels which are reflected in the fee schedule of the New Agreement. In addition, the Trustees also considered the Adviser’s efforts to grow the Fund’s assets as economies of scale may be achieved due to the ability of the Fund to spread its fixed costs across a larger asset base.
Conclusion. After consideration of all the factors, taking into consideration the information presented at the in-person meetings and deliberating in executive session, the entire Board, including the Independent Trustees, unanimously approved the Agreements. The Board concluded that the advisory fee rate under the Agreements is reasonable in relation to the services provided and that execution of such agreement is in the best interests of the shareholders of the Fund. The Trustees also concluded that the advisory fees and total expense ratios are at acceptable levels in light of the quality of services provided to the Fund and in comparison to those of the Fund’s respective peer groups; that the advisory fee schedule would not be increased for the Fund and economies of scale may be achieved at higher asset levels for the Fund for the benefit of fund shareholders; that the total expense ratio had not changed materially; and that EIC had represented that the overall expenses for the Fund are not expected to be adversely affected by the Change of Control. The Trustees also noted that EIC had no present intention to alter any expense limitation or reimbursement currently in effect for the Fund. On that basis, the Trustees concluded that the total expense ratio and proposed advisory fee for the Fund is acceptable. In arriving
31
EIC VALUE FUND
Other Information
(Unaudited) (Concluded)
at their decision, the Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances.
32
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Investment Adviser
Equity Investment Corporation
3007 Piedmont Road, NE
Suite 200
Atlanta, GA 30305
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103-7096
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
EIC-1016
of
FundVantage Trust
Class A
Class C
Institutional Class
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the EIC Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the EIC Value Fund.
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | Since Inception* | |||||||||||||||||||||
Class I | 2.76 | % | 4.51 | % | 2.76 | % | 3.96 | % | 3.34 | % | |||||||||||||||
Barclays Intermediate Government/Credit Bond Index | 1.06 | % | 3.20 | % | 2.44 | % | 2.30 | % | 2.75 | %** | |||||||||||||||
Barclays U.S. Aggregate Bond Index | 1.51 | % | 4.37 | % | 3.48 | % | 2.90 | % | 3.45 | %** |
† | Not Annualized. |
* | The Estabrook Investment Grade Fixed Income Fund (the “Fund”) commenced operations on July 23, 2010. |
** | Benchmark performance is from the inception date of the Fund only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-7443. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
The Fund’s total annual Fund gross and net operating expense ratios are 1.41% and 0.70%, respectively, for Class I shares of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2016, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Estabrook Capital Management LLC (the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12-b1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions, do not exceed 0.70% (on an annual basis) of the average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves an earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.
A 1% redemption fee applies to shares redeemed within 90 days of purchase. This redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of the Barclays Intermediate Government/Credit Bond Index (“Barclays Int. Gov./Cr. Index”). The Fund uses the Barclays U.S. Aggregate Bond Index (“Barclays U.S. Aggregate Bond Index”) as a secondary index. The Barclays Int. Gov./Cr. Index is an unmanaged market index that tracks performance of intermediate term U.S. government and corporate bonds. The Barclays U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S traded investment grade bonds. Barclays
1
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
U.S. Aggregate Bond Index covers the USD-denominated, investment-grade (rated Baa3 or above by Moody’s), fixed-rate, and taxable areas of the bond market. This is the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with maturities of 1 year or more. It is impossible to invest directly in an index.
The Fund is subject to the same risks as the underlying bonds in the portfolio such as credit, call and interest rate risk. As interest rates rise the value of bond prices will decline. The Fund may invest in high yield debt (also known as junk bonds) which may cause greater volatility and less liquidity. You may lose money by investing in the Fund.
2
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
3
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Estabrook Investment Grade Fixed Income Fund – Class I | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period* | |||||||||||||
Actual | $ | 1,000.00 | $ | 1,027.60 | $ | 3.58 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,021.68 | 3.57 |
* | Expenses are equal to the Fund’s annualized expense ratio for the six-month period ended October 31, 2016 of 0.70%, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184) then divided by 365 days to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total return for the Fund of 2.76%. |
4
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by security type of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||
Corporate Bonds and Notes | 77.1 | % | $ | 26,910,037 | ||||
U.S. Treasury Obligations | 15.4 | 5,361,618 | ||||||
Other Assets in Excess of Liabilities |
| 7.5
|
|
| 2,622,636
|
| ||
|
|
|
| |||||
NET ASSETS | 100.0 | % | $ | 34,894,291 | ||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
5
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — 77.1% |
| |||||||
Applications Software — 3.5% |
| |||||||
Microsoft Corp. | $ | 500,000 | $ | 496,904 | ||||
Microsoft Corp. | 750,000 | 735,592 | ||||||
|
| |||||||
1,232,496 | ||||||||
|
| |||||||
Auto-Cars/Light Trucks — 8.7% |
| |||||||
Ford Motor Credit Co., LLC | 500,000 | 499,905 | ||||||
Ford Motor Credit Co., LLC | 500,000 | 514,125 | ||||||
Ford Motor Credit Co., LLC | 500,000 | 500,035 | ||||||
General Motors Financial | 500,000 | 499,471 | ||||||
General Motors Financial | 500,000 | 504,764 | ||||||
General Motors Financial | 500,000 | 506,540 | ||||||
|
| |||||||
3,024,840 | ||||||||
|
| |||||||
Beverages-Non-alcoholic — 1.4% |
| |||||||
Coca-Cola Co. (The) | 500,000 | 502,270 | ||||||
|
| |||||||
Commercial Banks Non-US — 0.7% |
| |||||||
Santander UK PLC | 250,000 | 255,276 | ||||||
|
|
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Commercial Banks-Eastern US — 1.2% |
| |||||||
CIT Group, Inc. | $ | 400,000 | $ | 426,040 | ||||
|
| |||||||
Computers — 7.5% |
| |||||||
Apple, Inc. | 500,000 | 494,620 | ||||||
Apple, Inc. | 1,000,000 | 980,010 | ||||||
Diamond 1 Finance Corp. / | 500,000 | 545,028 | ||||||
Diamond 1 Finance Corp. / | 500,000 | 605,846 | ||||||
|
| |||||||
2,625,504 | ||||||||
|
| |||||||
Diversified Banking Institutions — 19.6% |
| |||||||
Bank of America Corp. | 250,000 | 275,286 | ||||||
Barclays PLC | 500,000 | 503,440 | ||||||
Citigroup, Inc. | 1,500,000 | 1,538,438 |
The accompanying notes are an integral part of the financial statements.
6
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Diversified Banking Institutions — (Continued) |
| |||||||
Goldman Sachs Group, Inc. | $ | 1,000,000 | $ | 1,001,850 | ||||
Goldman Sachs Group, Inc. | 500,000 | 502,500 | ||||||
JPMorgan Chase & Co. | 500,000 | 498,032 | ||||||
JPMorgan Chase & Co. | 500,000 | 509,418 | ||||||
Morgan Stanley | 1,000,000 | 998,800 | ||||||
Morgan Stanley | 500,000 | 511,875 | ||||||
UBS AG | 500,000 | 507,460 | ||||||
|
| |||||||
6,847,099 | ||||||||
|
|
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Diversified Financial Services — 1.5% |
| |||||||
General Electric Capital | $ | 500,000 | $ | 507,294 | ||||
|
| |||||||
Electric-Integrated — 1.5% | ||||||||
Exelon Corp. | 500,000 | 516,294 | ||||||
|
| |||||||
Electronic Components-Semiconductor — 1.5% |
| |||||||
Intel Corp. | 250,000 | 257,584 | ||||||
Texas Instruments, Inc. | 250,000 | 249,309 | ||||||
|
| |||||||
506,893 | ||||||||
|
| |||||||
Enterprise Software/Services — 1.5% |
| |||||||
Oracle Corp. | 500,000 | 504,130 | ||||||
|
| |||||||
Finance-Auto Loans — 6.5% |
| |||||||
Ally Financial, Inc. | 750,000 | 750,000 | ||||||
Ally Financial, Inc. | 500,000 | 500,625 | ||||||
Ally Financial, Inc. | 500,000 | 505,000 | ||||||
Ally Financial, Inc. | 500,000 | 511,250 | ||||||
|
| |||||||
2,266,875 | ||||||||
|
|
The accompanying notes are an integral part of the financial statements.
7
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Finance-Consumer Loans — 1.4% |
| |||||||
Synchrony Financial | $ | 500,000 | $ | 492,552 | ||||
|
| |||||||
Food-Retail — 1.4% |
| |||||||
Kroger Co. (The) Callable | 500,000 | 485,001 | ||||||
|
| |||||||
Hotels&Motels — 0.7% |
| |||||||
Wyndham Worldwide Corp. | 250,000 | 251,084 | ||||||
|
| |||||||
Life/Health Insurance — 2.1% |
| |||||||
Lincoln National Corp. | 600,000 | 487,890 | ||||||
Prudential Financial, Inc. | 250,000 | 249,544 | ||||||
|
| |||||||
737,434 | ||||||||
|
| |||||||
Multi-line Insurance — 2.3% |
| |||||||
Genworth Holdings, Inc. | 475,000 | 226,812 | ||||||
Metlife, Inc. | 250,000 | 254,688 |
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Multi-line Insurance — (Continued) |
| |||||||
Metlife, Inc. | $ | 200,000 | $ | 327,000 | ||||
|
| |||||||
808,500 | ||||||||
|
| |||||||
Multimedia — 1.3% |
| |||||||
Walt Disney Co. (The) | 500,000 | 467,847 | ||||||
|
| |||||||
Oil Comp-Integrated — 0.8% |
| |||||||
Exxon Mobil Corp. | 250,000 | 258,505 | ||||||
|
| |||||||
Pipelines — 2.1% |
| |||||||
Enterprise Products | 235,000 | 248,101 | ||||||
Phillips 66 Partners LP | 500,000 | 498,161 | ||||||
|
| |||||||
746,262 | ||||||||
|
| |||||||
Reinsurance — 1.2% |
| |||||||
Berkshire Hathaway, Inc. | 400,000 | 401,823 | ||||||
|
| |||||||
REITS-Shopping Centers — 1.3% |
| |||||||
DDR Corp. | 200,000 | 204,882 |
The accompanying notes are an integral part of the financial statements.
8
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
REITS-Shopping Centers — (Continued) |
| |||||||
Kimco Realty | $ | 250,000 | $ | 258,885 | ||||
|
| |||||||
463,767 | ||||||||
|
| |||||||
REITS-Warehouse/Industry — 1.5% |
| |||||||
Prologis LP | 500,000 | 525,436 | ||||||
|
| |||||||
Retail-Discount — 0.7% |
| |||||||
Wal-Mart Stores, Inc. | 250,000 | 250,204 | ||||||
|
| |||||||
Super-Regional Banks-US — 2.9% |
| |||||||
Wells Fargo & Co. | 500,000 | 505,584 | ||||||
Wells Fargo & Co. | 500,000 | 498,700 | ||||||
|
| |||||||
1,004,284 | ||||||||
|
| |||||||
Telephone-Integrated — 2.3% |
| |||||||
AT&T, Inc. | 500,000 | 540,596 | ||||||
AT&T, Inc. | 250,000 | 261,731 | ||||||
|
| |||||||
802,327 | ||||||||
|
| |||||||
TOTAL CORPORATE BONDS AND |
| 26,910,037 | ||||||
|
|
Par Value | Value | |||||||
U.S. TREASURY OBLIGATIONS — 15.4% |
| |||||||
Sovereign — 15.4% |
| |||||||
1.000%, 05/31/2018 | 1,400,000 | $ | 1,403,882 | |||||
1.500%, 08/15/2026 | 750,000 | 727,617 | ||||||
1.625%, 02/15/2026 | 2,000,000 | 1,966,876 | ||||||
2.000%, 07/31/2022 | 750,000 | 771,358 | ||||||
2.125%, 06/30/2022 | 475,000 | 491,885 | ||||||
|
| |||||||
5,361,618 | ||||||||
|
| |||||||
TOTAL U.S. TREASURY |
| 5,361,618 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 92.5% |
| 32,271,655 | ||||||
OTHER ASSETS IN EXCESS |
| 2,622,636 | ||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 34,894,291 | ||||||
|
|
(a) | Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016, these securities amounted to $1,150,874 or 3.3% of net assets. These securities have been determined by the Adviser to be liquid securities. |
(b) | Security is a perpetual bond and has no definite maturity date. |
(c) | Fix-to Float Security. Rate shown is as of October 31, 2016. |
(d) | Variable or Floating Rate Security. Rate shown is as of October 31, 2016. |
REIT Real Estate Investment Trust
PLC Public Limited Company
The accompanying notes are an integral part of the financial statements.
9
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Please note that securities are classified according to the Bloomberg Sub-Industry Categories. The Fund’s investment adviser has selected this classification system because they believe that it best reflects the industry and risks associated with each position.
The accompanying notes are an integral part of the financial statements.
10
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $32,178,427) | $ | 32,271,655 | ||
Cash | 1,899,123 | |||
Receivable for investments sold | 500,000 | |||
Dividends and interest receivable | 261,193 | |||
Receivable from Investment Adviser | 4,762 | |||
Prepaid expenses and other assets | 34,310 | |||
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| |||
Total assets | 34,971,043 | |||
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Liabilities | ||||
Payable for administration and accounting fees | 17,853 | |||
Payable for capital shares redeemed | 14,163 | |||
Payable for audit fees | 12,322 | |||
Payable for transfer agent fees | 10,988 | |||
Payable for printing fees | 8,937 | |||
Payable for legal fees | 6,316 | |||
Payable for custodian fees | 2,214 | |||
Accrued expenses | 3,959 | |||
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Total liabilities | 76,752 | |||
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Net Assets | $ | 34,894,291 | ||
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Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 33,927 | ||
Paid-in capital | 34,475,934 | |||
Accumulated net investment loss | (8,409 | ) | ||
Accumulated net realized gain from investments | 299,611 | |||
Net unrealized appreciation on investments | 93,228 | |||
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Net Assets | $ | 34,894,291 | ||
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Class I: | ||||
Shares outstanding | 3,392,665 | |||
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| |||
Net asset value, offering and redemption price per share ($34,894,291 / 3,392,665 shares) | $ | 10.29 | ||
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The accompanying notes are an integral part of the financial statements.
11
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Interest | 504,705 | |||
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| |||
Total investment income | 504,705 | |||
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| |||
Expenses | ||||
Advisory fees (Note 2) | 111,163 | |||
Administration and accounting fees (Note 2) | 34,199 | |||
Transfer agent fees (Note 2) | 21,908 | |||
Legal fees | 17,122 | |||
Audit fees | 14,049 | |||
Trustees’ and officers’ fees (Note 2) | 12,348 | |||
Printing and shareholder reporting fees | 10,296 | |||
Registration and filing fees | 7,438 | |||
Custodian fees (Note 2) | 6,563 | |||
Other expenses | 12,371 | |||
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Total expenses before waivers and reimbursements | 247,457 | |||
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Less: waivers and reimbursements (Note 2) | (127,691 | ) | ||
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Net expenses after waivers and reimbursements | 119,766 | |||
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Net investment income | 384,939 | |||
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Net realized and unrealized gain/(loss) from investments: | ||||
Net realized gain from investments | 216,612 | |||
Net change in unrealized appreciation/(depreciation) on investments | 306,533 | |||
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Net realized and unrealized gain on investments | 523,145 | |||
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Net increase in net assets resulting from operations | $ | 908,084 | ||
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The accompanying notes are an integral part of the financial statements.
12
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||
Increase/(Decrease) in Net Assets From Operations: | ||||||||||
Net investment income | $ | 384,939 | $ | 780,258 | ||||||
Net realized gain from investments | 216,612 | 153,798 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | 306,533 | (512,074 | ) | |||||||
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| |||||||
Net increase in net assets resulting from operations | 908,084 | 421,982 | ||||||||
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Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class I | (391,224 | ) | (774,451 | ) | ||||||
Net realized capital gains: | ||||||||||
Class I | — | (103,595 | ) | |||||||
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| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (391,224 | ) | (878,046 | ) | ||||||
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| |||||||
Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4) | 1,153,322 | (65,978 | ) | |||||||
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| |||||||
Total increase/(decrease) in net assets | 1,670,182 | (522,042 | ) | |||||||
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Net assets | ||||||||||
Beginning of period | 33,224,109 | 33,746,151 | ||||||||
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End of period | $ | 34,894,291 | $ | 33,224,109 | ||||||
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Accumulated net investment loss, end of period | $ | (8,409 | ) | $ | (2,124 | ) | ||||
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The accompanying notes are an integral part of the financial statements.
13
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Financial Highlights
Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I | ||||||||||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Year Ended April 30, 2015 | For the Year Ended April 30, 2014 | For the Year Ended April 30, 2013 | For the Year Ended April 30, 2012 | |||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.13 | $ | 10.26 | $ | 10.37 | $ | 10.66 | $ | 10.09 | $ | 10.06 | ||||||||||||
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Net investment income(1) | 0.12 | 0.24 | 0.24 | 0.26 | 0.32 | 0.32 | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.16 | (0.10 | ) | (0.05 | ) | (0.23 | ) | 0.57 | 0.03 | |||||||||||||||
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Net increase in net assets resulting from operations | 0.28 | 0.14 | 0.19 | 0.03 | 0.89 | 0.35 | ||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||
Net investment income | (0.12 | ) | (0.24 | ) | (0.24 | ) | (0.26 | ) | (0.32 | ) | (0.32 | ) | ||||||||||||
Net realized capital gains | — | (0.03 | ) | (0.06 | ) | (0.06 | ) | — | — | |||||||||||||||
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Total dividends and distributions to shareholders | (0.12 | ) | (0.27 | ) | (0.30 | ) | (0.32 | ) | (0.32 | ) | (0.32 | ) | ||||||||||||
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Net asset value, end of period | $ | 10.29 | $ | 10.13 | $ | 10.26 | $ | 10.37 | $ | 10.66 | $ | 10.09 | ||||||||||||
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Total investment return(2) | 2.76 | % | 1.39 | % | 1.85 | % | 0.38 | % | 8.99 | % | 3.52 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 34,894 | $ | 33,224 | $ | 33,746 | $ | 33,995 | $ | 31,737 | $ | 17,464 | ||||||||||||
Ratio of expenses to average net assets | 0.70 | %(3) | 0.70 | % | 0.70 | % | 0.70 | % | 0.70 | % | 0.70 | % | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 1.45 | %(3) | 1.41 | % | 1.34 | % | 1.41 | % | 1.69 | % | 2.49 | % | ||||||||||||
Ratio of net investment income to average net assets | 2.25 | %(3) | 2.36 | % | 2.28 | % | 2.50 | % | 3.07 | % | 3.18 | % | ||||||||||||
Portfolio turnover rate | 52.08 | %(5) | 112.74 | % | 89.75 | % | 132.74 | % | 94.83 | % | 50.01 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the year. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
14
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
Estabrook Investment Grade Fixed Income Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on July 23, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C, Class I and Class R Shares. As of October 31, 2016, Class A, Class C and Class R Shares had not been issued.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m., Eastern time) on each day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such security in the over-the-counter market. Fixed income and preferred securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Due to continued volatility in the current market, valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses).
15
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• Level 3 — | significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The fair value of the Fund’s bonds is generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Total Value at 10/31/16 | Level 1 Quoted Price | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Corporate Bonds and Notes | $ | 26,910,037 | $ | — | $ | 26,910,037 | $ | — | ||||||||
U.S. Treasury Obligations | 5,361,618 | — | 5,361,618 | — | ||||||||||||
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| |||||||||
Total Investments | $ | 32,271,655 | $ | — | $ | 32,271,655 | $ | — | ||||||||
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At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
16
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes.Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to such fund.
17
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
Estabrook Capital Management LLC (“Estabrook” or the “Adviser”) serves as the investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.65% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items, and brokerage commissions, do not exceed 0.70% (on an annual basis) of the average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of the Trust approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. At October 31, 2016,
18
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
the amount of potential recovery by the Adviser was as follows:
Expiration | ||||||
April 30, 2017 | April 30, 2018 | April 30, 2019 | April 30, 2020 | |||
$223,993 | $217,797 | $234,709 | $127,691 |
For the six months ended October 31, 2016, the Adviser earned advisory fees of $111,163 and waived and reimbursed fees of $127,691.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.
Trustees and Officers
The Trust is governed by its board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $5,091. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
19
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 16,009,827 | $ | 15,285,240 | ||||
U.S. Government Securities | 731,719 | 2,395,566 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class I | ||||||||||||||||
Sales | 108,283 | $ | 1,117,483 | 10,520 | $ | 106,679 | ||||||||||
Reinvestments | 38,095 | 391,206 | 86,730 | 873,763 | ||||||||||||
Redemptions | (34,699 | ) | (355,367 | ) | (104,216 | ) | (1,046,420 | ) | ||||||||
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| |||||||||
Net increase. | 111,679 | $ | 1,153,322 | (6,966 | ) | $ | (65,978 | ) | ||||||||
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* | There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 90 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in-capital. |
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
20
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $777,570 of ordinary income dividends and $103,595 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains were treated as ordinary income for federal income tax purposes.
As of April 30, 2016, components of distributable earnings on a tax basis were as follows:
Capital Loss Carryforward | Undistributed Ordinary Income | Undistributed Long-Term Gain | Unrealized Depreciation | Other Temporary Differences | ||||||||||||||||
$ — | $2,883 | $82,999 | $(221,431) | $3,119 |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 32,178,427 | ||||
|
| |||||
Gross unrealized appreciation | $ | 505,428 | ||||
Gross unrealized depreciation | (412,200 | ) | ||||
|
| |||||
Net unrealized depreciation | $ | 93,228 | ||||
|
|
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016 the Fund had no capital loss deferrals.
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016 the Fund did not have any capital loss carryforwards.
21
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
6. Debt Investment Risk
Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
7. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
22
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-7443 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Investment Advisory Agreement
At a meeting held on June 20, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the proposed continuation of the investment advisory agreement between Estabrook Capital Management, LLC (“Estabrook” or the “Advisor”) and the Trust (the “Agreement”) on behalf of the Estabrook Investment Grade Fixed Income Fund (the “Estabrook Fund”). At the Meeting, the Board considered the continuation of the Estabrook Agreement with respect to the Estabrook Fund for an additional one year period.
In determining whether to approve the Estabrook Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Estabrook Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Estabrook Fund, (iv) investment performance, (v) the capitalization and financial condition of Estabrook, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Estabrook Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Estabrook’s ability to service the Estabrook Fund, (x) compliance with the Estabrook Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as
23
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Other Information (Continued)
(Unaudited)
provided at the Board meetings throughout the year covering matters such as the relative performance of the Estabrook Fund; compliance with the investment objectives, policies, strategies and limitations for the Estabrook Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from Estabrook attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Estabrook Agreement and answered questions from the Board.
Performance. The Trustees considered the investment performance for the Estabrook Fund and Estabrook. The Trustees reviewed the historical performance charts for the Estabrook Fund, the Barclays Intermediate U.S. Government/Credit Treasury Index and the Lipper Core Bond Fund Index, respectively, for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees noted that the Estabrook Fund underperformed the Barclays Intermediate U.S. Government/Credit Treasury Index and the Lipper Core Bond Fund Index for the year-to-date, one year, two year and three year periods ended March 31, 2016. It was further noted that the Estabrook Fund had outperformed the Barclays Intermediate U.S. Government/Credit Treasury Index for the five year and since inception periods as of March 31, 2016 and underperformed the Lipper Core Bond Fund Index for the five year and since inception periods ended March 31, 2016. The Trustees concluded that, although the Estabrook Fund had underperformed the Barclays Intermediate U.S. Government/Credit Treasury Index and the Lipper Core Bond Fund Index during certain time periods, the performance of the Estabrook Fixed Income Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
Fees. The Trustees also noted that Estabrook had provided information regarding their advisory fees and an analysis of these fees in relation to the delivery of services to the Estabrook Fund and any other ancillary benefit resulting from Estabrook’s relationship with the Estabrook Fund. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Estabrook Fund versus other similarly managed funds with $250 million or less in assets. The Trustees noted that the Estabrook Fund’s net expense ratio and gross advisory fee were higher than the median of the net expense ratio and gross advisory fee of the universe of funds in the Lipper Core Bond Fund Index. They further noted that the Estabrook Fund’s net advisory fee was lower than the median of the net advisory fee of the universe of funds in the Lipper Core Bond Fund Index. The Trustees concluded that the advisory fee and services provided by Estabrook are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Estabrook Fund based on the information provided at the Meeting.
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of Estabrook, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by Estabrook, the Board took into account its familiarity with Estabrook’s
24
ESTABROOK INVESTMENT GRADE FIXED INCOME FUND
Other Information (Concluded)
(Unaudited)
senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Estabrook’s compliance policies and procedures and reports on Estabrook’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Estabrook Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Estabrook Fund by Estabrook and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Estabrook Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Estabrook Fund is likely to benefit from the continued receipt of those services. They also concluded that Estabrook has sufficient personnel, with the appropriate education and experience, to serve Fund effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees reviewed materials regarding the costs of the services provided by Estabrook, the compensation and benefits received by Estabrook in providing services to the Estabrook Fund, as well as Estabrook’s profitability. The Trustees were provided with Estabrook’s balance sheet and income statement as of December 31, 2015. It was noted that Estabrook’s level of profitability is an important factor to consider, and the Trustees should be satisfied that Estabrook’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Estabrook Fund specifically. The Trustees noted that Estabrook was currently waiving the entire advisory fee from the Estabrook Fund and was also contractually obligated to reimburse expenses. The Trustees noted that the fees charged by Estabrook were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also concluded that the overall expense ratios of the Estabrook Funds were reasonable, taking into account projected growth and size of the Estabrook Fund and the quality of services provided by Estabrook.
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Estabrook Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Estabrook Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.
At the Meeting, the Trustees unanimously approved the continuation of the Estabrook Agreement for an additional one year period. In approving the continuation of the Estabrook Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Estabrook. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Estabrook Agreement would be in the best interests of the Estabrook Fund and its shareholders.
25
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[THIS PAGE INTENTIONALLY LEFT BLANK.]
Investment Adviser
Estabrook Capital Management LLC
900 Third Avenue, 10th Floor
New York, NY 10022
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
EST-1016
ESTABROOK INVESTMENT GRADE FIXED INCOME
FUND
of
FundVantage Trust
Class I
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Estabrook Investment Grade Fixed Income Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Estabrook Investment Grade Fixed Income Fund.
INSIGHT INVESTMENT GRADE BOND FUND
of
FundVantage Trust
Institutional Class
SEMI-ANNUAL REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Insight Investment Grade Bond Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Insight Investment Grade Bond Fund.
INSIGHT INVESTMENT GRADE BOND FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six Months† | 1 Year | 3 Year | 5 Year | Since Inception* | |||||||||||||||||||||
Institutional Class | 2.89 | % | 5.69 | % | 4.29 | % | 4.28 | % | 4.21 | % | |||||||||||||||
Barclays U.S. Aggregate Bond Index | 1.51 | % | 4.37 | % | 3.48 | % | 2.90 | % | 3.53 | %** |
† | Not Annualized. |
* | The Insight Investment Grade Bond Fund (the “Fund”) commenced operations on December 2, 2010. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 678-6242.
As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” for Institutional Class shares of the Fund is 1.29% of the Fund’s average daily net assets, These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Cutwater Investor Services Corp. (d/b/a Insight Investment and referred to herein as the “Adviser”) has voluntarily agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.85% (on an annual basis) of the Fund’s average daily net assets (the “Voluntary Waiver”). This is not reflected in the table above. Such Voluntary Waiver will continue until the Adviser notifies the Fund of a change in the amount of its Voluntary Waiver or its discontinuation. This Voluntary Waiver may be discontinued at any time at the discretion of the Adviser. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.
A 1.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of the Barclays U.S. Aggregate Bond Index. The Barclays U.S. Aggregate Bond Index is an unmanaged index which represents the U.S. investment grade bond market. References to an index over a specific period are provided for your information only and should not be considered indicative of an investment in the Insight Investment Grade Bond Fund. Note that an index is unmanaged and the information contained herein does not reflect any investment management fees or transaction costs. It is impossible to invest directly in an index.
All mutual fund investing involves risk, including possible loss of principal. The Fund is subject to the risks of the fixed-income securities in its portfolio such as credit, prepayment and interest rate risk. As interest rates rise, the value of bond prices will decline and an investor may lose money.
2
INSIGHT INVESTMENT GRADE BOND FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Insight Investment Grade Bond Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period* | |||||||||||||
Institutional Class | |||||||||||||||
Actual | $1,000.00 | $1,028.90 | $4.35 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.92 | 4.33 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 0.85% for the Institutional Class of the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total returns for the Fund of 2.89%. |
3
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by security type of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||||
|
| |||||||||
Corporate Bonds and Notes | 50.2 | % | $ | 20,420,008 | ||||||
Registered Investment Company | 15.0 | 6,091,812 | ||||||||
U.S. Treasury Obligations | 13.3 | 5,397,037 | ||||||||
Asset Backed Securities | 12.6 | 5,137,036 | ||||||||
Residential Mortgage-Backed Securities | 11.9 | 4,820,818 | ||||||||
Commercial Mortgage-Backed Securities | 6.0 | 2,449,328 | ||||||||
Preferred Stock | 1.4 | 554,288 | ||||||||
Municipal Bonds | 1.0 | 418,273 | ||||||||
Liabilities in Excess of Other Assets | (11.4 | ) | (4,622,572 | ) | ||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 40,666,028 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Moody’s/ | ||||||||||||
Standard & | Principal | |||||||||||
Poor’s | Amount | |||||||||||
Rating(a) | (000’s) | Value | ||||||||||
CORPORATE BONDS AND NOTES — 50.2% | ||||||||||||
Agriculture — 0.5% | ||||||||||||
Reynolds American, Inc., Co. Gty., 4.45%, 06/12/25 (b) | Baa3/BBB | $ | 180 | $ | 197,585 | |||||||
|
| |||||||||||
Airlines — 1.7% | ||||||||||||
American Airlines 2013-2 Class B Pass Through Trust, 5.60%, 01/15/22 (c) | NR/BBB- | 335 | 350,650 | |||||||||
British Airways 2013-1 Class B Pass Through Trust, 5.625%, 12/20/21 144A(c) | A3/BBB | 158 | 165,579 | |||||||||
United Airlines 2016-1 Class AA Pass Through Trust, 3.10%, 01/07/30 | Aa3/NR | 172 | 176,390 | |||||||||
|
| |||||||||||
692,619 | ||||||||||||
|
| |||||||||||
Beverages — 1.1% | ||||||||||||
Anheuser-Busch InBev Finance, Inc., Co. Gty., 3.70%, 02/01/24 | A3/A- | 145 | 155,237 | |||||||||
Anheuser-Busch InBev Finance, Inc., Co. Gty., 4.70%, 02/01/36 (b) | A3/A- | 115 | 127,482 | |||||||||
Anheuser-Busch InBev Finance, Inc., Co. Gty., 4.90%, 02/01/46 (b) | A3/A- | 138 | 157,808 | |||||||||
|
| |||||||||||
440,527 | ||||||||||||
|
| |||||||||||
Chemicals — 1.0% | ||||||||||||
Axalta Coating Systems, LLC, Co. Gty., 4.875%, 08/15/24 144A(b) | B1/B+ | 215 | 218,225 | |||||||||
Solvay Finance America, LLC, Co. Gty., 3.40%, 12/03/20 144A(b) | Baa2/BBB- | 200 | 208,193 | |||||||||
|
| |||||||||||
426,418 | ||||||||||||
|
| |||||||||||
Commercial Services — 0.4% | ||||||||||||
President and Fellows of Harvard College, Unsec. Notes, 3.15%, 07/15/46 (b) | Aaa/AAA | 156 | 152,134 | |||||||||
|
| |||||||||||
Diversified Financial Services — 17.3% | ||||||||||||
Bank of America Corp., Sr. Unsec. Notes, 5.75%, 12/01/17 | Baa1/BBB+ | 210 | 219,416 | |||||||||
Bank of America Corp., Sr. Unsec. Notes, 5.875%, 01/05/21 | Baa1/BBB+ | 320 | 363,760 | |||||||||
Bank of America Corp., Sub. Notes, 4.45%, 03/03/26 | Baa3/BBB | 118 | 125,961 | |||||||||
Bear Stearns Cos., LLC (The), Sr. Unsec. Notes, 6.40%, 10/02/17 | A3/A- | 267 | 279,071 | |||||||||
Citigroup, Inc., Sr. Unsec. Notes, 2.255%, 09/01/23 (b)(d) | Baa1/BBB+ | 425 | 426,509 | |||||||||
Citigroup, Inc., Sub. Notes, 4.60%, 03/09/26 | Baa3/BBB | 365 | 389,525 | |||||||||
Citigroup, Inc., Sub. Notes, 5.30%, 05/06/44 | Baa3/BBB | 225 | 248,172 | |||||||||
GE Capital International Funding Co., Co. Gty., 2.342%, 11/15/20 | A1/AA- | 215 | 219,290 | |||||||||
General Electric Capital Corp., Sub. Notes, 5.30%, 02/11/21 | A2/A+ | 75 | 85,186 | |||||||||
General Electric Co., Jr. Sub. Notes, 5.00%, 01/21/21 (b)(d)(e) | A3/A | 437 | 462,958 | |||||||||
Goldman Sachs Group, Inc. (The), Sr. Unsec. Notes, 2.375%, 01/22/18 | A3/BBB+ | 91 | 91,839 | |||||||||
Goldman Sachs Group, Inc. (The), Sr. Unsec. Notes, 2.64%, 10/28/27 (b)(d) | A3/BBB+ | 250 | 250,462 | |||||||||
HSBC Capital Funding LP/Jersey Channel Islands, Ltd., Co. Gty., 10.176%, 12/29/49 144A(b)(d)(e) | Baa1/BBB- | 325 | 490,750 | |||||||||
ING Bank NV, Sub. Notes, 4.125%, 11/21/23 (b)(d) | Baa2/BBB+ | 350 | 357,438 | |||||||||
Intesa Sanpaolo SpA., Co. Gty, 3.875%, 01/15/19 | Baa1/BBB- | 200 | 205,770 | |||||||||
Intesa Sanpaolo SpA., Sub. Notes, 5.71%, 01/15/26 144A. | Ba1/BB | 225 | 214,267 | |||||||||
JPMorgan Chase & Co., Jr. Sub. Notes, 7.90%, 12/29/49 (b)(d)(e) | Baa3/BBB- | 387 | 398,900 | |||||||||
JPMorgan Chase & Co., Sr. Unsec. Notes, 2.70%, 05/18/23 (b) | A3/A- | 260 | 260,775 | |||||||||
Liberty Property LP, Sr. Unsec. Notes, REIT, 3.25%, 10/01/26 (b) | Baa1/BBB | 310 | 307,797 | |||||||||
Morgan Stanley, Sr. Unsec. Notes, 5.50%, 07/24/20. | A3/BBB+ | 425 | 473,205 | |||||||||
Morgan Stanley, Sr. Unsec. Notes, 4.30%, 01/27/45. | A3/BBB+ | 40 | 41,888 | |||||||||
Nasdaq Inc., Sr. Unsec. Notes, 3.85%, 06/30/26 (b) | Baa3/BBB | 238 | 245,327 | |||||||||
Santander UK Group Holdings PLC, Sr. Unsec. Notes, 2.875%, 10/16/20 | Baa1/BBB | 130 | 130,529 |
The accompanying notes are an integral part of the financial statements.
5
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Moody’s/ | ||||||||||||
Standard & | Principal | |||||||||||
Poor’s | Amount | |||||||||||
Rating(a) | (000’s) | Value | ||||||||||
CORPORATE BONDS AND NOTES — (Continued) | ||||||||||||
Diversified Financial Services — (Continued) | ||||||||||||
Synchrony Financial, Sr. Unsec. Notes, 2.60%, 01/15/19 (b) | NR/BBB- | $ | 164 | $ | 165,956 | |||||||
Toronto-Dominion Bank (The), Sr. Unsec. Notes, 2.125%, 04/07/21 | Aa1/AA- | 400 | 402,795 | |||||||||
Toronto-Dominion Bank (The), Sub. Notes, 3.625%, 09/15/31 (b)(d) | A2/A- | 124 | 123,864 | |||||||||
Trinity Acquisition PLC, Co. Gty., 4.40%, 03/15/26 (b) | Baa3/BBB | 43 | 44,869 | |||||||||
|
| |||||||||||
7,026,279 | ||||||||||||
|
| |||||||||||
Energy — 2.3% | ||||||||||||
BG Energy Capital PLC, Co. Gty., 6.50%, 11/30/72 (b)(d) | WR/BBB+ | 300 | 312,190 | |||||||||
CITGO Petroleum Corp., Sr. Sec. Notes, 6.25%, 08/15/22 144A(b) | B3/B+ | 189 | 193,252 | |||||||||
Consumers Energy Co., 3.25%, 08/15/46 (b) | A1/A | 111 | 106,024 | |||||||||
Diamondback Energy, Inc., Co. Gty., 4.75%, 11/01/24 144A(b) | B2/BB- | 31 | 31,000 | |||||||||
Sunoco LP/Sunoco Finance Corp., Co. Gty., 6.25%, 04/15/21 (b) | Ba3/BB- | 154 | 157,850 | |||||||||
Williams Partners LP, Sr. Unsec. Notes, 4.30%, 03/04/24 (b) | Baa3/BBB- | 80 | 82,139 | |||||||||
Williams Partners LP, Sr. Unsec. Notes, 4.00%, 09/15/25 (b) | Baa3/BBB- | 35 | 35,047 | |||||||||
|
| |||||||||||
917,502 | ||||||||||||
|
| |||||||||||
Food — 1.7% | ||||||||||||
JBS USA LLC/JBS USA Finance, Inc., Sr. Unsec. Notes, 5.75%, 06/15/25 144A(b) | Ba2/BB+ | 105 | 102,900 | |||||||||
Kraft Heinz Foods Co., Co. Gty., 5.20%, 07/15/45 (b) | Baa3/BBB- | 45 | 50,451 | |||||||||
McDonald’s Corp., Sr. Unsec. Notes, 3.70%, 01/30/26 (b) | Baa1/BBB+ | 26 | 27,517 | |||||||||
Mondelez International Holdings Netherlands BV, Co. Gty., 2.00%, 10/28/21 144A(b) | A3/BBB | 346 | 342,568 | |||||||||
Sysco Corp., Co. Gty., 2.60%, 10/01/20 (b) | A3/BBB+ | 175 | 179,198 | |||||||||
|
| |||||||||||
702,634 | ||||||||||||
|
| |||||||||||
Healthcare — 0.8% | ||||||||||||
Actavis Funding SCS, Co. Gty., 4.75%, 03/15/45 (b) | Baa3/BBB | 30 | 31,468 | |||||||||
MEDNAX, Inc., Co. Gty., 5.25%, 12/01/23 144A(b) | Ba2/BBB- | 42 | 43,890 | |||||||||
Medtronic, Inc., Co. Gty., 4.625%, 03/15/45 | A3/A | 140 | 158,391 | |||||||||
Teva Pharmaceutical Finance Netherlands III BV, Co. Gty, 3.15%, 10/01/26 | Baa2/BBB | 68 | 66,133 | |||||||||
Teva Pharmaceutical Finance Netherlands III BV, Co. Gty, 4.10%, 10/01/46 | Baa2/BBB | 33 | 30,634 | |||||||||
|
| |||||||||||
330,516 | ||||||||||||
|
| |||||||||||
Household & Personal Products — 0.6% | ||||||||||||
Newell Brands, Inc., Sr. Unsec. Notes, 4.20%, 04/01/26 (b) | Baa3/BBB- | 107 | 115,615 | |||||||||
Newell Brands, Inc., Sr. Unsec. Notes, 5.50%, 04/01/46 (b) | Baa3/BBB- | 113 | 133,149 | |||||||||
|
| |||||||||||
248,764 | ||||||||||||
|
| |||||||||||
Industrial — 3.7% | ||||||||||||
Case New Holland Industrial, Inc., Co. Gty., 7.875%, 12/01/17 | Ba1/BB+ | 78 | 82,582 | |||||||||
CNH Industrial Capital, LLC, Co. Gty., 3.875%, 07/16/18 | Ba1/BB | 90 | 90,788 | |||||||||
ERAC USA Finance LLC, Co. Gty., 4.50%, 02/15/45 144A(b) | Baa1/BBB+ | 215 | 220,190 | |||||||||
ERAC USA Finance, LLC, Co. Gty., 3.80%, 11/01/25 144A(b) | Baa1/BBB+ | 200 | 212,004 | |||||||||
Heathrow Funding Ltd., Sr. Sec. Notes, 4.875%, 07/15/23 144A | NR/A- | 100 | 107,625 | |||||||||
Norfolk Southern Corp., Sr. Unsec. Notes, 4.65%, 01/15/46 (b) | Baa1/BBB+ | 200 | 223,194 | |||||||||
Penske Truck Leasing Co. LP/PTL Finance Corp., Sr. Unsec. Notes, 3.375%, 02/01/22 144A(b) | Baa2/BBB- | 201 | 207,751 |
The accompanying notes are an integral part of the financial statements.
6
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Moody’s/ | ||||||||||||
Standard & | Principal | |||||||||||
Poor’s | Amount | |||||||||||
Rating(a) | (000’s) | Value | ||||||||||
CORPORATE BONDS AND NOTES — (Continued) | ||||||||||||
Industrial — (Continued) | ||||||||||||
Penske Truck Leasing Co. LP/PTL Finance Corp., Sr. Unsec. Notes, 3.40%, 11/15/26 144A(b) | Baa2/BBB- | $ | 141 | $ | 140,842 | |||||||
Sydney Airport Finance Co. Pty Ltd., Sr. Sec. Notes, 3.375%, 04/30/25 144A(b) | Baa2/BBB | 70 | 70,831 | |||||||||
United Technologies Corp., Sr. Unsec. Notes, 1.50%, 11/01/19 | A3/A- | 139 | 139,085 | |||||||||
|
| |||||||||||
1,494,892 | ||||||||||||
|
| |||||||||||
Insurance — 4.9% | ||||||||||||
Allstate Corp. (The), Jr. Sub. Notes, 6.50%, 05/15/57 (b)(d) | Baa1/BBB | 325 | 381,875 | |||||||||
American Financial Group, Inc., Sr. Unsec. Notes, 9.875%, 06/15/19 | Baa1/BBB+ | 130 | 155,566 | |||||||||
American International Group, Inc., Jr. Sub. Notes, 8.175%, 05/15/58 (b)(d) | Baa2/BBB | 325 | 435,304 | |||||||||
Liberty Mutual Group, Inc., Co. Gty., 7.00%, 03/15/37 144A(b)(d) | Baa3/BB+ | 208 | 180,960 | |||||||||
Prudential Financial, Inc., Jr. Sub. Notes, 5.20%, 03/15/44 (b)(d) | Baa2/BBB+ | 400 | 409,000 | |||||||||
SAFG Retirement Services, Inc., Sr. Unsec. Notes, 8.125%, 04/28/23 | Baa1/A- | 145 | 180,628 | |||||||||
Travelers Cos., Inc. (The), Jr. Sub. Notes, 6.25%, 03/15/37 (b)(d) | A3/NR | 244 | 242,780 | |||||||||
|
| |||||||||||
1,986,113 | ||||||||||||
|
| |||||||||||
Media — 2.8% | ||||||||||||
CCO Holdings LLC / CCO Holdings Capital Corp., Sr. Unsec. Notes, 5.75%, 02/15/26 144A(b) | B1/BB+ | 94 | 97,936 | |||||||||
Charter Communications Operating, LLC / Charter Communications Operating Capital, Sr. Sec. Notes, 4.464%, 07/23/22 144A(b) | Ba1/BBB | 220 | 234,339 | |||||||||
Discovery Communications, LLC, Co. Gty., 4.90%, 03/11/26 (b) | Baa3/BBB- | 120 | 130,444 | |||||||||
Numericable-SFR SAS, Sr. Sec. Notes, 6.25%, 05/15/24 144A(b) | B1/B+ | 250 | 249,842 | |||||||||
VTR Finance BV, Sr. Sec. Notes, 6.875%, 01/15/24 144A(b) | B1/B+ | 425 | 444,656 | |||||||||
|
| |||||||||||
1,157,217 | ||||||||||||
|
| |||||||||||
Mining — 1.6% | ||||||||||||
BHP Billiton Finance USA Ltd., Co. Gty., 6.75%, 10/19/75 144A(b)(d) | Baa2/BBB+ | 200 | 226,500 | |||||||||
Teck Resources Ltd., Co. Gty., 5.20%, 03/01/42 (b) | B3/B+ | 296 | 267,140 | |||||||||
Vale Overseas Ltd., Co. Gty., 6.25%, 08/10/26 | Ba3/BBB- | 150 | 160,875 | |||||||||
|
| |||||||||||
654,515 | ||||||||||||
|
| |||||||||||
Pipe Lines Ex Natural Gas — 2.5% | ||||||||||||
Columbia Pipeline Group, Inc., Co. Gty, 4.50%, 06/01/25 (b) | Baa2/A- | 70 | 75,637 | |||||||||
Enterprise Products Operating LLC, Co. Gty., 7.034%, 01/15/68 (b)(d) | Baa2/BBB- | 211 | 222,763 | |||||||||
IFM US Colonial Pipeline 2 LLC, Sr. Sec. Notes, 6.45%, 05/01/21 144A(b) | NR/BB | 175 | 197,416 | |||||||||
Kinder Morgan Energy Partners LP, Co. Gty., 9.00%, 02/01/19 | Baa3/BBB- | 130 | 148,644 | |||||||||
Regency Energy Partners LP/Regency Energy Finance Corp., Co. Gty., 6.50%, 07/15/21 (b) | Baa3/BBB- | 370 | 382,898 | |||||||||
|
| |||||||||||
1,027,358 | ||||||||||||
|
| |||||||||||
Telecommunications — 4.6% | ||||||||||||
AT&T, Inc., Sr. Unsec. Notes, 4.50%, 05/15/35 (b) | Baa1/BBB+ | 300 | 297,807 | |||||||||
AT&T, Inc., Sr. Unsec. Notes, 4.75%, 05/15/46 (b) | Baa1/BBB+ | 70 | 68,500 | |||||||||
Bharti Airtel International Netherlands BV, Co. Gty., 5.35%, 05/20/24 144A | Baa3/BBB- | 360 | 391,033 | |||||||||
Frontier Communications Corp., Sr. Unsec. Notes, 8.50%, 04/15/20 | Ba3/BB- | 325 | 346,938 | |||||||||
Frontier Communications Corp., Sr. Unsec. Notes, 11.00%, 09/15/25 (b) | Ba3/BB- | 22 | 22,526 |
The accompanying notes are an integral part of the financial statements.
7
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Moody’s/ | ||||||||||||
Standard & | Principal | |||||||||||
Poor’s | Amount | |||||||||||
Rating(a) | (000’s) | Value | ||||||||||
CORPORATE BONDS AND NOTES — (Continued) | ||||||||||||
Telecommunications — (Continued) | ||||||||||||
Microsoft Corp., Sr. Unsec. Notes, 2.40%, 08/08/26 (b) | Aaa/AAA | $ | 214 | $ | 209,889 | |||||||
Microsoft Corp., Sr. Unsec. Notes, 3.95%, 08/08/56 (b) | Aaa/AAA | 203 | 198,158 | |||||||||
T-Mobile USA, Inc., Co. Gty., 6.00%, 04/15/24 (b) | Ba3/BB | 19 | 20,211 | |||||||||
Verizon Communications, Inc., Sr. Unsec. Notes, 2.606%, 09/14/18 (d) | Baa1/BBB+ | 195 | 200,226 | |||||||||
Verizon Communications, Inc., Sr. Unsec. Notes, 5.012%, 08/21/54 | Baa1/BBB+ | 60 | 61,867 | |||||||||
Verizon Communications, Inc., Sr. Unsec. Notes, 4.672%, 03/15/55 | Baa1/BBB+ | 72 | 70,190 | |||||||||
|
| |||||||||||
1,887,345 | ||||||||||||
|
| |||||||||||
Utilities — 2.7% | ||||||||||||
Black Hills Corp., Sr. Unsec. Notes, 4.25%, 11/30/23 (b) | Baa1/BBB | 100 | 107,700 | |||||||||
Black Hills Corp., Sr. Unsec. Notes, 3.95%, 01/15/26 (b) | Baa1/BBB | 193 | 204,899 | |||||||||
Duquesne Light Holdings, Inc., Sr. Unsec. Notes, 6.40%, 09/15/20 144A | Baa3/BBB- | 163 | 186,126 | |||||||||
Electricite de France SA, Jr. Sub. Notes, 5.25%, 12/29/49 144A(b)(d)(e) | Baa3/BB | 208 | 205,920 | |||||||||
Exelon Corp., Sr. Unsec. Notes, 3.40%, 04/15/26 (b) | Baa2/BBB- | 91 | 93,965 | |||||||||
Southern Co. Gas Capital Corp., Co. Gty., 3.95%, 10/01/46 (b) | Baa1/A- | 98 | 97,159 | |||||||||
Southern Power Co., Sr. Unsec. Notes, 5.25%, 07/15/43 | Baa1/BBB+ | 170 | 181,821 | |||||||||
|
| |||||||||||
1,077,590 | ||||||||||||
|
| |||||||||||
TOTAL CORPORATE BONDS AND NOTES (Cost $19,694,658) | 20,420,008 | |||||||||||
|
| |||||||||||
ASSET BACKED SECURITIES — 12.6% | ||||||||||||
AmeriCredit Automobile Receivables Trust, Series 2015-4, Class A3, 1.70%, | NR/AAA | 175 | 175,661 | |||||||||
BCC Funding XIII, LLC, Series 2016-1, Class A2, 2.20%, 12/20/21 144A(b) | Aa2/NR | 100 | 99,926 | |||||||||
Carlyle Global Market Strategies CLO Ltd., Series 2014-3A, Class B, 4.036%, 07/27/26 144A(b)(c)(d) | A1/NR | 500 | 498,685 | |||||||||
Chase Issuance Trust, Series 2015-A2, Class A2, 1.59%, 02/18/20 (b) | Aaa/AAA | 715 | 718,850 | |||||||||
CPS Auto Receivables Trust, Series 2015-B, Class A, 1.65%, 11/15/19 144A(b) | NR/AA- | 84 | 84,320 | |||||||||
CPS Auto Receivables Trust, Series 2015-C, Class B, 2.55%, 02/18/20 144A(b) | NR/AA | 175 | 176,462 | |||||||||
CPS Auto Trust, Series 2016-D, Class B, 2.11%, 03/15/21 144A(b) | NR/AA | 281 | 280,809 | |||||||||
Drive Auto Receivables Trust., Series 2016-BA, Class B, 2.56%, 06/15/20 144A(b) | Aa1/AA | 156 | 157,407 | |||||||||
DT Auto Owner Trust, Series 2016-1A, Class B, 2.79%, 05/15/20 144A(b) | NR/AA | 250 | 252,108 | |||||||||
Flagship Credit Auto Trust, Series 2016-1, Class A, 2.77%, 12/15/20 144A(b) | NR/AA | 184 | 186,277 | |||||||||
Kubota Credit Owner Trust, Series 2016-1A, Class A3, 1.50%, 07/15/20 144A(b) | Aaa/NR | 100 | 100,076 | |||||||||
MVW Owner Trust, Series 2016-1A, Class A, 2.25%, 12/20/33 144A(b) | NR/A+ | 192 | 190,503 | |||||||||
Navistar Financial Dealer Note Master Owner Trust II, Series 2016-1, Class A, 2.146%, 09/27/21 144A(d) | Aaa/NR | 165 | 165,936 | |||||||||
North End CLO, Ltd., Series 2013-1A, Class B, 2.53%, 07/17/25 144A(b)(c)(d) | NR/AA | 1,000 | 971,030 | |||||||||
Spirit Master Funding LLC, Series 2014-2A, Class A, 5.76%, 03/20/42 144A(b)(c) | NR/A+ | 297 | 316,792 | |||||||||
TAL Advantage V LLC, Series 2013-1A, Class A, 2.83%, 02/22/38 144A(b) | NR/A | 267 | 256,653 | |||||||||
TAL Advantage V LLC, Series 2014-2A, Class A1, 1.70%, 05/20/39 144A(b) | NR/A | 38 | 37,886 | |||||||||
Verizon Owner Trust, Series 2016-1A Class A, 1.42%, 01/20/21 144A(b) | NR/AAA | 122 | 122,144 | |||||||||
VSE VOI Mortgage LLC, Series 2016-A, Class A, 2.54%, 07/20/33 144A(b) | NR/A+ | 345 | 345,511 | |||||||||
|
| |||||||||||
TOTAL ASSET BACKED SECURITIES (Cost $5,159,999) | 5,137,036 | |||||||||||
|
| |||||||||||
COMMERCIAL MORTGAGE-BACKED SECURITIES — 6.0% | ||||||||||||
BLCP Hotel Trust, Series 2014-CLRN, Class B, 1.885%, 08/15/29 144A(b)(d) | NR/AA- | 305 | 302,931 |
The accompanying notes are an integral part of the financial statements.
8
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Moody’s/ | ||||||||||||
Standard & | Principal | |||||||||||
Poor’s | Amount | |||||||||||
Rating(a) | (000’s) | Value | ||||||||||
COMMERCIAL MORTGAGE-BACKED SECURITIES — (Continued) | ||||||||||||
Citigroup Commercial Mortgage Trust, Series 2013-375P, Class D, 3.518%, 05/10/35 144A(d) | Baa1/NR | $ | 350 | $ | 348,624 | |||||||
FREMF Mortgage Trust, Series 2015-K44, Class B, 3.684%, 01/25/48 144A(b)(d) | NR/NR | 90 | 88,986 | |||||||||
Hilton USA Trust, Series 2013-HLT, Class CFX, 3.714%, 11/05/30 144A | Aa3/A- | 227 | 227,204 | |||||||||
Latitude Management Real Estate Investors, Inc., Series 2016-CRE2, Class A, 2.286%, 11/24/31 144A(b)(d) | Aaa/NR | 125 | 125,000 | |||||||||
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-CKSV, Class C, 4.29%, 10/15/30 144A(d) | NR/A | 540 | 553,095 | |||||||||
ORES LLC, Series 2014-LV3, Class A, 3.00%, 03/27/24 144A(c) | NR/NR | 1 | 990 | |||||||||
Resource Capital Corp. Ltd., Series 2014-CRE2, Class A, 1.585%, 04/15/32 | Aaa/NR | 151 | 149,841 | |||||||||
Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class SCH2, 4.035%, 01/15/27 144A(c)(d) | NR/BB | 450 | 433,885 | |||||||||
Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class WTS2, 3.785%, 02/15/27 144A(c)(d) | NR/BB | 225 | 218,772 | |||||||||
|
| |||||||||||
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Cost $2,453,885) | 2,449,328 | |||||||||||
|
| |||||||||||
RESIDENTIAL MORTGAGE-BACKED SECURITIES — 11.9% | ||||||||||||
FHLMC Gold Pool TBA, 3.50%, 11/01/46 | Aaa/AA+ | 710 | 745,140 | |||||||||
FNMA Pool TBA, 4.00%, 11/01/46 | Aaa/AA+ | 940 | 1,006,534 | |||||||||
FNMA Pool TBA, 2.50%, 11/01/31 | Aaa/AA+ | 810 | 833,477 | |||||||||
FNMA Pool TBA, 3.00%, 11/01/46 | Aaa/AA+ | 730 | 751,558 | |||||||||
GNMA Pool TBA, 3.50%, 11/15/46 | Aaa/AA+ | 1,400 | 1,484,109 | |||||||||
|
| |||||||||||
TOTAL RESIDENTIAL MORTGAGE-BACKED SECURITIES (Cost $4,836,051) | 4,820,818 | |||||||||||
|
| |||||||||||
MUNICIPAL BONDS — 1.0% | ||||||||||||
State of California, Build America Bonds, GO, 7.55%, 04/01/39 | Aa3/AA- | 270 | 418,273 | |||||||||
|
| |||||||||||
TOTAL MUNICIPAL BONDS (Cost $383,126) | 418,273 | |||||||||||
|
| |||||||||||
U.S. TREASURY OBLIGATIONS — 13.3% | ||||||||||||
United States Treasury Inflation Indexed Bond, 0.75%, 02/15/45 | Aaa/AA+ | 374 | 376,084 | |||||||||
United States Treasury Note, 0.875%, 07/31/19 | Aaa/AA+ | 160 | 159,550 | |||||||||
United States Treasury Note, 1.125%, 08/31/21 | Aaa/AA+ | 173 | 171,473 | |||||||||
United States Treasury Note, 1.375%, 01/31/21 | Aaa/AA+ | 133 | 133,644 | |||||||||
United States Treasury Note, 1.50%, 03/31/23 | Aaa/AA+ | 99 | 98,594 | |||||||||
United States Treasury Note, 1.50%, 08/15/26 | Aaa/AA+ | 630 | 611,198 | |||||||||
United States Treasury Note, 1.625%, 08/15/22 | Aaa/AA+ | 370 | 373,078 | |||||||||
United States Treasury Note, 1.625%, 02/15/26 | Aaa/AA+ | 588 | 578,753 | |||||||||
United States Treasury Note, 1.625%, 05/15/26 | Aaa/AA+ | 444 | 435,895 | |||||||||
United States Treasury Note, 2.00%, 02/15/25 | Aaa/AA+ | 200 | 203,828 | |||||||||
United States Treasury Note, 2.125%, 08/15/21 | Aaa/AA+ | 215 | 222,802 | |||||||||
United States Treasury Note, 2.125%, 05/15/25 | Aaa/AA+ | 372 | 382,492 | |||||||||
United States Treasury Note, 2.25%, 11/15/24 | Aaa/AA+ | 335 | 348,296 | |||||||||
United States Treasury Note, 2.50%, 08/15/23 | Aaa/AA+ | 350 | 370,193 | |||||||||
United States Treasury Bond, 2.75%, 11/15/42 | Aaa/AA+ | 445 | 461,844 | |||||||||
United States Treasury Bond, 3.00%, 05/15/45 | Aaa/AA+ | 151 | 163,929 |
The accompanying notes are an integral part of the financial statements.
9
INSIGHT INVESTMENT GRADE BOND FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Moody’s/ | ||||||||||||
Standard & | Principal | |||||||||||
Poor’s | Amount | |||||||||||
Rating(a) | (000’s) | Value | ||||||||||
U.S. TREASURY OBLIGATIONS — (Continued) | ||||||||||||
United States Treasury Bond, 5.375%, 02/15/31 | Aaa/AA+ | $ | 215 | $ | 305,384 | |||||||
|
| |||||||||||
TOTAL U.S. TREASURY OBLIGATIONS (Cost $5,200,366) | 5,397,037 | |||||||||||
|
| |||||||||||
Number | ||||||||||||
of Shares | ||||||||||||
PREFERRED STOCK — 1.4% | ||||||||||||
Diversified Financial Services — 1.4% | ||||||||||||
CoBank ACB* | NR/BBB+ | 5,200 | $ | 554,288 | ||||||||
|
| |||||||||||
TOTAL PREFERRED STOCK (Cost $542,100) | 554,288 | |||||||||||
|
| |||||||||||
REGISTERED INVESTMENT COMPANY — 15.0% | ||||||||||||
BlackRock Liquidity Funds Fedfund Portfolio, Institutional Shares, 0.32%(f) | 6,091,812 | 6,091,812 | ||||||||||
|
| |||||||||||
TOTAL REGISTERED INVESTMENT COMPANY (Cost $6,091,812) | 6,091,812 | |||||||||||
|
| |||||||||||
TOTAL INVESTMENTS - 111.4% (Cost $44,361,997) | 45,288,600 | |||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (11.4)% | (4,622,572 | ) | ||||||||||
|
| |||||||||||
NET ASSETS - 100.0% | $ | 40,666,028 | ||||||||||
|
|
* | Non-income producing. |
(a) | Ratings for debt securities are unaudited. All ratings are as of October 31, 2016 and may have changed subsequently. |
(b) | This security is callable. |
(c) | Security is deemed illiquid at October 31, 2016. |
(d) | Floating or variable rate security. Rate disclosed is as of October 31, 2016. |
(e) | Security is perpetual. Date shown is next call date. |
(f) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
144A Securities were purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At October 31, 2016, these securities amounted to $12,427,098 or 30.6% of net assets. These securities have been determined by the Adviser to be liquid securities, unless otherwise noted.
Legend | ||||||||
CLO | Collateralized Loan Obligation | Ltd. | Limited | |||||
Co. Gty. | Company Guaranty | NR | Not Rated | |||||
FHLMC | Federal Home Loan Mortgage Corp. | PLC | Public Limited Company | |||||
FNMA | Federal National Mortgage Association | REIT | Real Estate Investment Trust | |||||
FREMF | Federal Home Loan Mortgage Corp. (Multi-Family) | Sec. | Secured | |||||
GNMA | Government National Mortgage Association | Sr. | Senior | |||||
GO | General Obligations | Sub. | Subordinated | |||||
Jr. | Junior | TBA | To Be Announced | |||||
LLC | Limited Liability Company | Unsec. | Unsecured | |||||
LP | Limited Partnership |
The accompanying notes are an integral part of the financial statements.
10
INSIGHT INVESTMENT GRADE BOND FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $44,361,997) | $ | 45,288,600 | ||
Receivable for investments sold | 408,980 | |||
Dividends and interest receivable | 300,246 | |||
Prepaid expenses and other assets | 13,916 | |||
|
| |||
Total assets | 46,011,742 | |||
|
| |||
Liabilities | ||||
Payable for investments purchased | 5,258,147 | |||
Payable for administration and accounting fees | 26,126 | |||
Payable for transfer agent fees | 9,358 | |||
Payable to Investment Adviser | 7,362 | |||
Payable for custodian fees | 5,754 | |||
Accrued expenses | 38,967 | |||
|
| |||
Total liabilities | 5,345,714 | |||
|
| |||
Net Assets | $ | 40,666,028 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 39,720 | ||
Paid-in capital | 39,429,223 | |||
Accumulated net investment income | 54,742 | |||
Accumulated net realized gain from investments. | 215,740 | |||
Net unrealized appreciation on investments | 926,603 | |||
|
| |||
Net Assets | $ | 40,666,028 | ||
|
|
Institutional Class: | ||||
Net asset value, offering and redemption price per share ($40,666,028 / 3,972,037 shares) | $ | 10.24 | ||
|
|
The accompanying notes are an integral part of the financial statements.
11
INSIGHT INVESTMENT GRADE BOND FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Interest | $ | 738,252 | ||
Dividends | 16,250 | |||
|
| |||
Total investment income | 754,502 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 101,610 | |||
Administration and accounting fees (Note 2) | 43,282 | |||
Transfer agent fees (Note 2) | 26,487 | |||
Legal fees | 24,558 | |||
Audit fees | 24,014 | |||
Custodian fees (Note 2) | 12,710 | |||
Trustees’ and officers’ fees (Note 2) | 10,340 | |||
Printing and shareholder reporting fees | 10,000 | |||
Registration and filing fees | 408 | |||
Other expenses | 8,666 | |||
|
| |||
Total expenses before waivers and reimbursements | 262,075 | |||
|
| |||
Less: waivers (Note 2) | (89,897 | ) | ||
|
| |||
Net expenses after waivers and reimbursements | 172,178 | |||
|
| |||
Net investment income | 582,324 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized gain from investments | 324,695 | |||
Net change in unrealized appreciation/(depreciation) on investments | 247,198 | |||
|
| |||
Net realized and unrealized gain on investments | 571,893 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 1,154,217 | ||
|
|
The accompanying notes are an integral part of the financial statements.
12
INSIGHT INVESTMENT GRADE BOND FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 582,324 | $ | 1,089,232 | ||||||
Net realized gain from investments | 324,695 | 72,969 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | 247,198 | (425,684 | ) | |||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 1,154,217 | 736,517 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Institutional Class | (556,054 | ) | (1,149,482 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (556,054 | ) | (1,149,482 | ) | ||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 5) | 556,046 | 1,149,482 | ||||||||
|
|
|
| |||||||
Total increase in net assets | 1,154,209 | 736,517 | ||||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 39,511,819 | 38,775,302 | ||||||||
|
|
|
| |||||||
End of period | $ | 40,666,028 | $ | 39,511,819 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 54,742 | $ | 28,472 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
13
INSIGHT INVESTMENT GRADE BOND FUND
Financial Highlights
Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | ||||||||||||||||||||||||
For the | ||||||||||||||||||||||||
Six Months | For the | For the | For the | For the | For the | |||||||||||||||||||
Ended | Year | Year | Year | Year | Year | |||||||||||||||||||
October 31, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||
2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.09 | $ | 10.20 | $ | 10.03 | $ | 10.47 | $ | 10.31 | $ | 10.01 | ||||||||||||
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Net investment income(1) | 0.15 | 0.28 | 0.30 | 0.33 | 0.29 | 0.32 | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.14 | (0.09 | ) | 0.18 | (0.30 | ) | 0.43 | 0.33 | ||||||||||||||||
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Net increase in net assets resulting from operations | 0.29 | 0.19 | 0.48 | 0.03 | 0.72 | 0.65 | ||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||
Net investment income | (0.14 | ) | (0.30 | ) | (0.31 | ) | (0.34 | ) | (0.32 | ) | (0.35 | ) | ||||||||||||
Net realized gains | — | — | — | (0.13 | ) | (0.24 | ) | — | ||||||||||||||||
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Total dividends and distributions to shareholders | (0.14 | ) | (0.30 | ) | (0.31 | ) | (0.47 | ) | (0.56 | ) | (0.35 | ) | ||||||||||||
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Net asset value, end of period | $ | 10.24 | $ | 10.09 | $ | 10.20 | $ | 10.03 | $ | 10.47 | $ | 10.31 | ||||||||||||
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Total investment return(2) | 2.89 | % | 1.92 | % | 4.86 | % | 0.37 | % | 7.17 | % | 6.59 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 40,666 | $ | 39,512 | $ | 38,775 | $ | 36,981 | $ | 47,339 | $ | 72,511 | ||||||||||||
Ratio of expenses to average net assets | 0.85 | %(3) | 0.85 | % | 0.85 | % | 0.85 | % | 0.85 | % | 0.85 | % | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 1.29 | %(3) | 1.28 | % | 1.27 | % | 1.24 | % | 0.93 | % | 1.05 | % | ||||||||||||
Ratio of net investment income to average net assets | 2.87 | %(3) | 2.84 | % | 2.94 | % | 3.26 | % | 2.83 | % | 3.19 | % | ||||||||||||
Portfolio turnover rate | 52.72 | %(5) | 46.46 | % | 54.37 | % | 76.18 | % | 154.23 | %(6) | 95.43 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
(6) | Portfolio turnover rate excludes securities delivered from processing a redemption-in-kind. |
The accompanying notes are an integral part of the financial statements.
14
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Insight Investment Grade Bond Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on December 2, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C and Institutional Class. As of October 31, 2016, Class A and Class C shares had not been issued.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) markets system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on the NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and the asked prices for such security in the over-the-counter market. Fixed income securities are valued based on the market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and
• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).
15
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The fair value of the Fund’s bonds are generally based on the quotes received from brokers or independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Level 1 | Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Prices | Inputs | Inputs | |||||||||||||
Corporate Bonds and Notes | $ | 20,420,008 | $ | — | $ | 20,420,008 | $ | — | ||||||||
Asset Backed Securities | 5,137,036 | — | 5,137,036 | — | ||||||||||||
Commercial Mortgage-Backed Securities | 2,449,328 | — | 2,449,328 | — | ||||||||||||
Residential Mortgage-Backed Securities | 4,820,818 | — | 4,820,818 | — | ||||||||||||
Municipal Bonds | 418,273 | — | 418,273 | — | ||||||||||||
U.S. Treasury Obligations | 5,397,037 | — | 5,397,037 | — | ||||||||||||
Preferred Stock. | 554,288 | 554,288 | — | — | ||||||||||||
Registered Investment Company | 6,091,812 | 6,091,812 | — | — | ||||||||||||
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Total Investments | $ | 45,288,600 | $ | 6,646,100 | $ | 38,642,500 | $ | — | ||||||||
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At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise may be less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
16
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of costs of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Securities Traded on a To-Be-Announced Basis — The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information, such as the face amount, maturity date and underlying pool of investments in U.S. government agency mortgage pass-through securities, is not announced. Securities purchased on a TBA basis are not settled until they are delivered to the Fund. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities. As of October 31, 2016, there were open TBA payables in the amount of $4,842,719.
Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions from net realized capital gains, if any, are declared and paid annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, (“Internal Revenue Code”) and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
17
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
2. Transactions with Related Parties and Other Service Providers
Cutwater Investor Services Corp., (the “Adviser”), (d/b/a Insight Investment), serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 0.50% of the Fund’s average daily net assets. The Adviser has voluntarily agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding any class-specific fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.85% (on an annual basis) of the Fund’s average daily net assets (the “Voluntary Waiver”). Such Voluntary Waiver will continue until the Adviser notifies the Fund of a change in its Voluntary Waiver or its discontinuation. This Voluntary Waiver may be discontinued at any time at the discretion of the Adviser.
For the six months ended October 31, 2016, the Adviser earned advisory fees of $101,610 and waived fees of $89,897.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $5.348. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 7,051,869 | $ | 6,537,749 | ||||
U.S. Government Securities | 14,166,666 | 13,727,242 |
18
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
4. Restricted Securities
A restricted security is a security which has been purchased through a private offering and cannot be resold to the general public without prior registration under the Securities Act of 1933, as amended (the “1933 Act”), or pursuant to the resale limitations provided by Rule 144 under the 1933 Act, or an exemption from the registration requirements of the 1933 Act. Certain restricted securities may be resold in transactions exempt from registration, normally to qualified institutional buyers, and may be deemed liquid by Insight Investment as applicable, based on policies and procedures established by the Fund’s Board of Trustees. Therefore, not all restricted securities are considered illiquid.
At October 31, 2016 the following restricted securities were held as illiquid:
Acquisition | Acquisition | % of | ||||||||||||||||||
Date | Cost | Value | Net Assets | |||||||||||||||||
Corporate Bonds and Notes: | ||||||||||||||||||||
American Airlines 2013-2 Class B Pass Through Trust | 11/21/13 | $ | 336,536 | $ | 350,650 | 0.9 | % | |||||||||||||
British Airways 2013-1 Class B Pass Through Trust | 12/13/13 | 162,952 | 165,579 | 0.5 | ||||||||||||||||
Carlyle Global Market Strategies CLO Ltd., Series 2014-3A, Class B | 07/29/14 | 500,000 | 498,685 | 1.2 | ||||||||||||||||
North End CLO, Ltd., Series 2013-1A, Class B | 07/19/13 | 996,248 | 971,030 | 2.4 | ||||||||||||||||
ORES LLC, Series 2014-LV3, Class A | 03/21/14 | 990 | 990 | 0.0 | ||||||||||||||||
Resource Capital Corp. Ltd., Series 2014-CRE2, Class A | 07/10/14 | 151,221 | 149,841 | 0.4 | ||||||||||||||||
Spirit Master Funding LLC, Series 2014-2A, Class A | 05/20/14 | 308,786 | 316,792 | 0.8 | ||||||||||||||||
Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class SCH2 | 03/21/14 | 450,000 | 433,885 | 1.1 | ||||||||||||||||
Wells Fargo Commercial Mortgage Trust, Series 2014-TISH, Class WTS2 | 03/21/14 | 225,000 | 218,772 | 0.5 |
5. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||
Institutional Class: | ||||||||||||||||||||
Reinvestments | 54,266 | $ | 556,046 | 115,382 | $ | 1,149,482 | ||||||||||||||
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Net increase | 54,266 | $ | 556,046 | 115,382 | $ | 1,149,482 | ||||||||||||||
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19
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
6. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,149,482 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss | Undistributed | Undistributed | Unrealized | Qualified Late-Year | ||||
Carryforward | Ordinary Income | Long-Term Gain | Appreciation | Losses | ||||
$(99,704) | $28,471 | $— | $670,155 | $— |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 44,361,997 | ||||
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Gross unrealized appreciation | $ | 1,186,409 | ||||
Gross unrealized depreciation | (259,806 | ) | ||||
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Net unrealized appreciation | $ | 926,603 | ||||
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* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had no loss deferrals or late year ordinary loss.
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund’s capital loss carryforward was $99,704, which were short-term losses. All losses will be carried forward indefinitely and will retain their character as short-term capital losses.
20
INSIGHT INVESTMENT GRADE BOND FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
7. Mortgage-Related And Other Asset-Backed Securities Risk
Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.
8. Debt Investment Risk
Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody��s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
9. Subsequent Event
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
21
INSIGHT INVESTMENT GRADE BOND FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 678-6242 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on September 28-29 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Cutwater Investor Services Corp. doing business as Insight Investment (“Insight” or the “Advisor”) and the Trust (the “Agreement”) on behalf of Insight Investment Grade Bond Fund (the “Insight Fund”). At the Meeting, the Board considered the continuation of the Agreement with respect to the Insight Fund for an additional one year period.
In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Insight Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Insight Fund, (iv) investment performance, (v) the capitalization and financial condition of the Advisor, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Insight Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Insight’s ability to service the Insight Fund, (x) compliance with the Insight Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the Insight Fund; compliance with the investment objectives, policies, strategies and limitations for the Insight Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from the Advisor attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.
Performance. The Trustees considered the investment performance for the Insight Investment Grade Fund and Insight. The Trustees reviewed the historical performance charts which showed the performance of the Insight Investment Grade Fund as compared to the Lipper Core Bond Fund Index, the Insight Investment Grade Fund’s applicable Lipper index and the Barclays U.S. Aggregate Total Return Index for the year-to-date, one year, two year, three year, five year and since inception periods ended June 30, 2016, as applicable. The Trustees also reviewed historical performance charts
22
INSIGHT INVESTMENT GRADE BOND FUND
Other Information
(Unaudited) (Continued)
which showed the performance of the Insight Investment Grade Fund as compared to the Barclays Capital U.S. Aggregate Bond Index and the Fund’s comparable separately managed account composite (gross of fees) for the one year, three year, five year and since inception periods ended July 31, 2016. The Trustees considered the short term and long term performance of the Insight Investment Grade Fund, as applicable. The Trustees noted that they considered performance reports provided at Board meetings throughout the year.
The Trustees noted that the Insight Investment Grade Fund had outperformed Lipper Core Bond Fund Index and Barclays U.S. Aggregate Total Return Index for the year-to-date, three year, five year and since inception periods and underperformed for the one year and two year periods ended June 30, 2016. The Trustees also noted that the Fund outperformed the Barclays Capital U.S. Aggregate Bond Index for the one year, three year, five year and since inception periods and underperformed the Fund’s comparable separately managed account composite (gross of fees) for the one year, three year, five year and since inception periods ended July 31, 2016. The Trustees concluded that the performance of the Insight Investment Grade Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
Fees. The Trustees noted that the representatives of Insight had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the Insight Investment Grade Fund and any other ancillary benefit resulting from Insight’s relationship with the Fund. The Trustees also reviewed information regarding the fees that Insight charges to its separately managed accounts, and evaluated the explanations provided by Insight as to differences in fees charged to the Insight Investment Grade Fund and separately managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus the universe of funds with similar share classes in the Lipper Core Bond Fund category with $250 million or less in assets. The Trustees noted that the gross advisory fee and net total expense ratio of the Fund’s Institutional Class shares were higher than the median of the gross advisory fee and net total expense ratio of the funds with a similar share class in the Lipper Core Bond Fund category with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by Insight are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Insight Investment Grade Fund based on the information provided at the Meeting.
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of Insight, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by Insight, the Board took into account its familiarity with Insight’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Insight’s compliance policies and procedures and reports regarding Insight’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Insight Investment Grade Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Insight Investment Grade Fund by Insight and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Insight Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Insight Investment Grade Fund is likely to benefit from the continued provision of those services. They also concluded that Insight has sufficient personnel, with the appropriate education and experience, to serve the Insight effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees considered the costs of the services provided by Insight, the compensation and benefits received by Insight in providing services to the Insight Investment Grade Fund, as well as Insight’s profitability. The Trustees were provided the financial statements for Insight’s parent company, BNY Mellon, as of April 30, 2016. It was noted that Insight does not publish stand-alone financial statements. The Trustees noted that Insight’s level of profitability is an important factor to consider, and the Trustees should be satisfied that Insight’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Insight specifically. The Trustees concluded that Insight’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Insight Investment Grade Fund.
23
INSIGHT INVESTMENT GRADE BOND FUND
Other Information
(Unaudited) (Concluded)
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Insight Investment Grade Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Insight Investment Grade Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.
At the Meeting, the Trustees approved the continuation of the Insight Agreement for an additional one year period. In approving the continuation of the Insight Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Insight. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Insight Agreement would be in the best interests of the Insight Investment Grade Fund and its shareholders.
24
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Investment Adviser
Cutwater Investor Services Corp. d/b/a Insight Investment
200 Park Avenue, 7th Floor
New York, NY 10166
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103-7096
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
INS-1016
LATEEF FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | Since | ||||||||||||||
Class A Shares (with sales charge) | -3.97% | -7.93% | 2.40% | 8.76% | 4.98% | |||||||||||||
Class A Shares (without sales charge) | 1.12% | -3.09% | 4.17% | 9.88% | 5.57% | |||||||||||||
Class C Shares | 0.71% | -3.83% | 3.38% | 9.05% | 4.76% | |||||||||||||
Class I Shares | 1.28% | -2.78% | 4.43% | 10.17% | 5.85% | |||||||||||||
Russell 3000® Index | 4.16% | 4.22% | 8.12% | 13.35% | 6.40%** | |||||||||||||
S&P 500® Index | 4.06% | 4.51% | 8.84% | 13.57% | 6.32%** |
† | Not Annualized. |
* | The Lateef Fund (the “Fund”) commenced operations on September 6, 2007. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (866) 499-2151.
The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.00%. All of the Fund’s share classes apply a 2.00% redemption fee to the value of shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above. As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 1.41%, 2.16% and 1.16%, and the Fund’s “Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 1.24%, 1.99% and 0.99% for Class A, Class C and Class I Shares, respectively, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Lateef Investment Management, L.P. (“the Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 0.99% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.
All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.
The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”) and the Russell 3000® Index. The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 3000® Index is an unmanaged index that measures the performance of the 3,000 largest U.S. stocks, representing about 98% of the total capitalization of the entire U.S. stock market. It is impossible to invest directly in an index.
1
LATEEF FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, each hypothetical line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
2
LATEEF FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Lateef Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period* | |||||||||||||
Class A Shares | |||||||||||||||
Actual | $1,000.00 | $1,011.20 | $ 6.29 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.95 | 6.31 | ||||||||||||
Class C Shares | |||||||||||||||
Actual | $1,000.00 | $1,007.10 | $10.07 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,015.17 | 10.11 | ||||||||||||
Class I Shares | |||||||||||||||
Actual | $1,000.00 | $1,012.80 | $ 5.02 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.21 | 5.04 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.24%, 1.99% and 0.99% for Class A, Class C and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 1.12%, 0.71% and 1.28% for Class A, Class C and Class I Shares, respectively. |
3
LATEEF FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net | ||||||||
Assets | Value | |||||||
COMMON STOCKS: | ||||||||
Technology | 28.6 | % | $ | 83,895,750 | ||||
Consumer, Non-cyclical | 19.0 | 55,556,871 | ||||||
Financial. | 13.5 | 39,478,812 | ||||||
Consumer, Cyclical. | 12.1 | 35,497,089 | ||||||
Industrial | 10.8 | 31,537,156 | ||||||
Communications | 5.4 | 15,753,849 | ||||||
Energy | 5.3 | 15,591,004 | ||||||
Other Assets in Excess of Liabilities | 5.3 | 15,573,025 | ||||||
|
|
|
| |||||
NET ASSETS | 100.0 | % | $ | 292,883,556 | ||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
LATEEF FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — 94.7% |
| |||||||
Communications — 5.4% | ||||||||
Nielsen Holdings PLC | 349,930 | $ | 15,753,849 | |||||
|
| |||||||
Consumer, Cyclical — 12.1% |
| |||||||
Dollar General Corp. | 266,655 | 18,423,194 | ||||||
Newell Brands, Inc. | 355,558 | 17,073,895 | ||||||
|
| |||||||
35,497,089 | ||||||||
|
| |||||||
Consumer, Non-cyclical — 19.0% |
| |||||||
Celgene Corp.* | 190,413 | 19,456,400 | ||||||
Hologic, Inc.* | 477,735 | 17,203,237 | ||||||
Quintiles IMS Holdings, Inc.* | 263,413 | 18,897,234 | ||||||
|
| |||||||
55,556,871 | ||||||||
|
| |||||||
Energy — 5.3% | ||||||||
Schlumberger Ltd. | 199,297 | 15,591,004 | ||||||
|
| |||||||
Financial — 13.5% | ||||||||
Northern Trust Corp. | 116,794 | 8,458,222 | ||||||
SVB Financial Group* | 163,264 | 19,962,289 | ||||||
Willis Towers Watson PLC | 87,834 | 11,058,301 | ||||||
|
| |||||||
39,478,812 | ||||||||
|
| |||||||
Industrial — 10.8% | ||||||||
Danaher Corp. | 178,905 | 14,052,988 | ||||||
United Parcel Service, Inc., Class B | 162,251 | 17,484,168 | ||||||
|
| |||||||
31,537,156 | ||||||||
|
|
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Technology — 28.6% | ||||||||
Alphabet, Inc., Class A* | 29,236 | $ | 23,678,236 | |||||
Autodesk, Inc.* | 277,068 | 20,026,475 | ||||||
Facebook, Inc., Class A* | 181,951 | 23,833,762 | ||||||
Visa, Inc., Class A | 198,246 | 16,357,277 | ||||||
|
| |||||||
83,895,750 | ||||||||
|
| |||||||
TOTAL COMMON STOCKS |
| 277,310,531 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 94.7% |
| 277,310,531 | ||||||
|
| |||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 5.3% | 15,573,025 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 292,883,556 | ||||||
|
|
* | Non-income producing. |
PLC Public Limited Company
The accompanying notes are an integral part of the financial statements.
5
LATEEF FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $249,689,837) | $ | 277,310,531 | ||
Cash | 18,212,748 | |||
Receivable for investments sold | 27,862,640 | |||
Receivable for capital shares sold | 108,411 | |||
Prepaid expenses and other assets | 99,003 | |||
|
| |||
Total assets | 323,593,333 | |||
|
| |||
Liabilities | ||||
Payable for capital shares redeemed | 30,299,468 | |||
Payable to Investment Adviser | 201,092 | |||
Payable for administration and accounting fees | 87,003 | |||
Payable for transfer agent fees | 47,438 | |||
Payable for distribution fees | 26,663 | |||
Payable for audit fees | 12,203 | |||
Payable for custodian fees | 8,144 | |||
Payable for shareholder service fees | 6,275 | |||
Accrued expenses | 21,491 | |||
|
| |||
Total liabilities | 30,709,777 | |||
|
| |||
Net Assets | $ | 292,883,556 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 267,082 | ||
Paid-in capital | 224,588,893 | |||
Accumulated net investment loss | (1,337,609 | ) | ||
Accumulated net realized gain from investments | 41,744,496 | |||
Net unrealized appreciation on investments | 27,620,694 | |||
|
| |||
Net Assets | $ | 292,883,556 | ||
|
|
Class A Shares: | ||||
Net asset value and redemption price per share | $ | 10.89 | ||
|
| |||
Maximum offering price per share (100/95 of $10.89) | $ | 11.46 | ||
|
| |||
Class C Shares: | ||||
Net asset value, offering and redemption price per share | $ | 9.91 | ||
|
| |||
Class I Shares: | ||||
Net asset value, offering and redemption price per share | $ | 11.12 | ||
|
|
The accompanying notes are an integral part of the financial statements.
6
LATEEF FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 1,744,043 | ||
Interest | 166 | |||
|
| |||
Total investment income | 1,744,209 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 2,028,670 | |||
Transfer agent fees (Note 2) | 158,954 | |||
Administration and accounting fees (Note 2) | 140,040 | |||
Distribution fees (Class C) (Note 2) | 121,534 | |||
Distribution fees (Class A) (Note 2) | 57,797 | |||
Shareholder services fees | 40,511 | |||
Custodian fees (Note 2) | 26,251 | |||
Registration and filing fees | 25,825 | |||
Legal fees | 20,812 | |||
Printing and shareholder reporting fees | 19,283 | |||
Trustees’ and officers’ fees (Note 2) | 13,112 | |||
Audit fees | 12,278 | |||
Other expenses | 26,762 | |||
|
| |||
Total expenses before waivers and reimbursements | 2,691,829 | |||
|
| |||
Less: waivers and reimbursements (Note 2) | (463,604 | ) | ||
|
| |||
Net expenses after waivers and reimbursements | 2,228,225 | |||
|
| |||
Net investment loss | (484,016 | ) | ||
|
| |||
Net realized and unrealized gain from investments: | ||||
Net realized gain from investments | 3,652,353 | |||
Net change in unrealized appreciation/(depreciation) on investments | 4,267,762 | |||
|
| |||
Net realized and unrealized gain on investments | 7,920,115 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 7,436,099 | ||
|
|
The accompanying notes are an integral part of the financial statements.
7
LATEEF FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(decrease) in net assets from operations: | ||||||||||
Net investment loss. | $ | (484,016 | ) | $ | (1,376,240 | ) | ||||
Net realized gain from investments and written options | 3,652,353 | 67,205,516 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | 4,267,762 | (69,573,953 | ) | |||||||
|
|
|
| |||||||
Net increase/(decrease) in net assets resulting from operations: | 7,436,099 | (3,744,677 | ) | |||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class A Shares | — | (113,506 | ) | |||||||
Class I Shares | — | (1,854,554 | ) | |||||||
|
|
|
| |||||||
Total net investment income | — | (1,968,060 | ) | |||||||
|
|
|
| |||||||
Net realized capital gains: | ||||||||||
Class A Shares | — | (17,157,207 | ) | |||||||
Class C Shares | — | (9,925,957 | ) | |||||||
Class I Shares | — | (92,888,623 | ) | |||||||
|
|
|
| |||||||
Total net realized capital gains | — | (119,971,787 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (121,939,847 | ) | |||||||
|
|
|
| |||||||
Decrease in Net Assets Derived from Capital Share Transactions | (165,541,235 | ) | (179,940,949 | ) | ||||||
|
|
|
| |||||||
Total decrease in net assets | (158,105,136 | ) | (305,625,473 | ) | ||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 450,988,692 | 756,614,165 | ||||||||
|
|
|
| |||||||
End of period | $ | 292,883,556 | $ | 450,988,692 | ||||||
|
|
|
| |||||||
Accumulated net investment loss, end of period | $ | (1,337,609 | ) | $ | (853,593 | ) | ||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
8
LATEEF FUND
Financial Highlights
Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A Shares | ||||||||||||||||||||||||||||
For the | For the | For the | For the | For the | For the | |||||||||||||||||||||||
Six Months | Year | Year | Year | Year | Year | |||||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||
October 31, 2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.77 | $ | 14.00 | $ | 14.20 | $ | 12.45 | $ | 11.73 | $ | 10.76 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Net investment income/(loss)(1) | (0.02 | ) | (0.05 | ) | 0.01 | 0.04 | — | (2) | (0.05 | ) | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.14 | (0.19 | ) | 0.91 | 2.40 | 1.23 | 1.02 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.12 | (0.24 | ) | 0.92 | 2.44 | 1.23 | 0.97 | |||||||||||||||||||||
|
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| |||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||
Net investment income | — | (0.02 | ) | (0.01 | ) | — | (2) | (0.02 | ) | — | ||||||||||||||||||
Net realized capital gains. | — | (2.97 | ) | (1.11 | ) | (0.69 | ) | (0.49 | ) | — | ||||||||||||||||||
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Total dividends and distributions to shareholders | — | (2.99 | ) | (1.12 | ) | (0.69 | ) | (0.51 | ) | — | ||||||||||||||||||
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Redemption fees | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | ||||||||||||||||
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Net asset value, end of period | $ | 10.89 | $ | 10.77 | $ | 14.00 | $ | 14.20 | $ | 12.45 | $ | 11.73 | ||||||||||||||||
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Total investment return(3) | 1.12 | % | (2.31 | )% | 6.54 | % | 19.92 | % | 10.92 | % | 9.02 | % | ||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 34,905 | $ | 56,657 | $ | 86,174 | $ | 148,897 | $ | 120,871 | $ | 82,128 | ||||||||||||||||
Ratio of expenses to average net assets | 1.24 | %(4) | 1.24 | % | 1.24 | % | 1.24 | % | 1.24 | % | 1.24 | % | ||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.47 | %(4) | 1.42 | % | 1.38 | % | 1.41 | % | 1.45 | % | 1.50 | % | ||||||||||||||||
Ratio of net investment income/(loss) to average net assets | (0.38 | )%(4) | (0.37 | )% | 0.08 | % | 0.31 | % | 0.04 | % | (0.44 | )% | ||||||||||||||||
Portfolio turnover rate | 20.00 | %(6) | 65.01 | % | 29.22 | % | 40.77 | % | 28.29 | % | 35.98 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total investment return does not reflect the impact of the maximum front-end sales load of 5.00%. If reflected, the return would be lower. |
(4) | Annualized. |
(5) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2) |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
9
LATEEF FUND
Financial Highlights
Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class C Shares | ||||||||||||||||||||||||||||
For the | For the | For the | For the | For the | For the | |||||||||||||||||||||||
Six Months | Year | Year | Year | Year | Year | |||||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||
October 31, 2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 9.84 | $ | 13.11 | $ | 13.46 | $ | 11.91 | $ | 11.30 | $ | 10.45 | ||||||||||||||||
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Net investment loss(1) | (0.06 | ) | (0.13 | ) | (0.09 | ) | (0.06 | ) | (0.08 | ) | (0.12 | ) | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.13 | (0.17 | ) | 0.85 | 2.30 | 1.18 | 0.97 | |||||||||||||||||||||
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Net increase/(decrease) in net assets resulting from operations. | 0.07 | (0.30 | ) | 0.76 | 2.24 | 1.10 | 0.85 | |||||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||
Net realized capital gains | — | (2.97 | ) | (1.11 | ) | (0.69 | ) | (0.49 | ) | — | ||||||||||||||||||
Redemption fees | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | ||||||||||||||||
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Net asset value, end of period | $ | 9.91 | $ | 9.84 | $ | 13.11 | $ | 13.46 | $ | 11.91 | $ | 11.30 | ||||||||||||||||
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Total investment return(3) | 0.71 | % | (2.98 | )% | 5.65 | % | 19.08 | % | 10.14 | % | 8.13 | % | ||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 27,810 | $ | 35,840 | $ | 46,879 | $ | 50,080 | $ | 39,133 | $ | 30,363 | ||||||||||||||||
Ratio of expenses to average net assets | 1.99 | %(4) | 1.99 | % | 1.99 | % | 1.99 | % | 1.99 | % | 1.99 | % | ||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 2.22 | %(4) | 2.17 | % | 2.14 | % | 2.16 | % | 2.19 | % | 2.25 | % | ||||||||||||||||
Ratio of net investment loss to average net assets | (1.13 | )%(4) | (1.12 | )% | (0.67 | )% | (0.44 | )% | (0.71 | )% | (1.19 | )% | ||||||||||||||||
Portfolio turnover rate | 20.00 | %(6) | 65.01 | % | 29.22 | % | 40.77 | % | 28.29 | % | 35.98 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. |
(4) | Annualized. |
(5) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
10
LATEEF FUND
Financial Highlights
Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I Shares | ||||||||||||||||||||||||||||
For the | For the | For the | For the | For the | For the | |||||||||||||||||||||||
Six Months | Year | Year | Year | Year | Year | |||||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||
October 31, 2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.98 | $ | 14.22 | $ | 14.41 | $ | 12.61 | $ | 11.87 | $ | 10.87 | ||||||||||||||||
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Net investment income/(loss)(1) | (0.01 | ) | (0.02 | ) | 0.05 | 0.08 | 0.03 | (0.02 | ) | |||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.15 | (0.19 | ) | 0.92 | 2.43 | 1.25 | 1.02 | |||||||||||||||||||||
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Net increase/(decrease) in net assets resulting from operations | 0.14 | (0.21 | ) | 0.97 | 2.51 | 1.28 | 1.00 | |||||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||
Net investment income | — | (0.06 | ) | (0.05 | ) | (0.02 | ) | (0.05 | ) | — | ||||||||||||||||||
Net realized capital gains | — | (2.97 | ) | (1.11 | ) | (0.69 | ) | (0.49 | ) | — | ||||||||||||||||||
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Total dividends and distributions to shareholders | — | (3.03 | ) | (1.16 | ) | (0.71 | ) | (0.54 | ) | — | ||||||||||||||||||
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Redemption fees | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | ||||||||||||||||
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Net asset value, end of period | $ | 11.12 | $ | 10.98 | $ | 14.22 | $ | 14.41 |
| $ | 12.61 | $ | 11.87 | |||||||||||||||
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Total investment return(3) | 1.28 | % | (2.04 | )% | 6.79 | % | 20.21 | % | 11.22 | % | 9.20 | % | ||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 230,169 | $ | 358,492 | $ | 623,561 | $ | 650,454 | $ | 486,440 | $ | 283,124 | ||||||||||||||||
Ratio of expenses to average net assets | 0.99 | %(4) | 0.99 | % | 0.99 | % | 0.99 | % | 0.99 | % | 0.99 | % | ||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.22 | %(4) | 1.16 | % | 1.14 | % | 1.16 | % | 1.19 | % | 1.25 | % | ||||||||||||||||
Ratio of net investment income/(loss) to average net assets . | (0.13 | )%(4) | (0.12 | )% | 0.33 | % | 0.56 | % | 0.29 | % | (0.19 | )% | ||||||||||||||||
Portfolio turnover rate | 20.00 | %(6) | 65.01 | % | 29.22 | % | 40.77 | % | 28.29 | % | 35.98 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. |
(4) | Annualized. |
(5) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
11
LATEEF FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Lateef Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on September 6, 2007. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the purchase of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months of purchase where: (i) $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Options are valued at last sale price. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
12
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• | 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.); and | ||
• | 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 following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Level 2 | Level 3 | |||||||||||||||
Level 1 | Other Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Price | Inputs | Inputs | |||||||||||||
Investments in Securities* | $ | 277,310,531 | $ | 277,310,531 | $ | — | $ | — | ||||||||
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* | Please refer to Portfolio of Investments for further details on portfolio holdings. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase
13
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
14
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.
Options Written — The Fund is subject to equity and other risk exposure in the normal course of persuing its investment objectives and may enter into options written to hedge against changes in interest rates, foreign exchange rates and values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received.
15
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. The Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid.
During the six months ended October 31, 2016, the Fund did not enter into written option contracts.
2. Transactions with Related Parties and Other Service Providers
Lateef Investment Management, L.P. (“Lateef” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% of the Fund’s average daily net assets under $500 million; 0.95% of the Fund’s average daily net assets of $500 million or more but less than $1 billion; and 0.90% of the Fund’s average daily net assets of $1 billion and over. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 0.99% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Each class of shares of the Fund pays its respective pro-rata portion of the advisory fee payable by the Fund.
For the six months ended October 31, 2016, the Adviser earned advisory fees of $2,028,670 and waived fees of $463,604.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
16
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $21,193. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 78,450,422 | $ | 262,644,066 |
17
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A Shares | ||||||||||||||||
Sales | 49,107 | $ | 534,991 | 817,259 | $ | 9,656,718 | ||||||||||
Reinvestments | — | — | 1,081,069 | 11,978,249 | ||||||||||||
Redemption Fees* | — | 406 | — | 2,311 | ||||||||||||
Redemptions | (2,104,146 | ) | (23,191,361 | ) | (2,794,755 | ) | (31,663,849 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease | (2,055,039 | ) | $ | (22,655,964 | ) | (896,427 | ) | $ | (10,026,571 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Class C Shares | ||||||||||||||||
Sales | 21,631 | $ | 216,649 | 446,162 | $ | 5,045,385 | ||||||||||
Reinvestments | — | — | 698,928 | 7,094,122 | ||||||||||||
Redemption Fees* | — | 278 | — | 1,302 | ||||||||||||
Redemptions | (858,559 | ) | (8,586,616 | ) | (1,077,641 | ) | (11,981,917 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase/(decrease) | (836,928 | ) | $ | (8,369,689 | ) | 67,449 | $ | 158,892 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Class I Shares | ||||||||||||||||
Sales | 1,848,352 | $ | 20,505,008 | 14,174,529 | $ | 164,698,914 | ||||||||||
Reinvestments | — | — | 5,100,230 | 57,530,591 | ||||||||||||
Redemption Fees* | — | 2,692 | — | 14,281 | ||||||||||||
Redemptions | (13,792,224 | ) | (155,023,282 | ) | (30,483,236 | ) | (392,317,056 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease | (11,943,872 | ) | $ | (134,515,582 | ) | (11,208,477 | ) | $ | (170,073,270 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Total Net decrease | (14,835,839 | ) | $ | (165,541,235 | ) | (12,037,455 | ) | $ | (179,940,949 | ) | ||||||
|
|
|
|
|
|
|
|
* | There is a 2.00% redemption fee that may be charged on shares redeemed which have been held 30 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital. |
18
LATEEF FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $2,957,189 of ordinary income dividends and $118,982,658 of long-term capital gains dividends.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Qualified | ||||||||
Capital Loss | Undistributed | Undistributed | Unrealized | Late-Year | ||||
Carryforward | Ordinary Income | Long-Term Gain | Appreciation | Losses | ||||
$— | $— | $38,092,143 | $23,352,932 | $(853,593) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Short term capital gains are reported as ordinary income for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 249,689,837 | ||||
|
| |||||
Gross unrealized appreciation | $ | 33,287,374 | ||||
Gross unrealized depreciation | (5,666,680 | ) | ||||
|
| |||||
Net unrealized appreciation | $ | 27,620,694 | ||||
|
|
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had late-year ordinary loss deferrals of $853,593.
19
LATEEF FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund did not have any capital loss carry forwards.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
20
LATEEF FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (866) 499-2151 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
21
[THIS PAGE INTENTIONALLY LEFT BLANK.]
[THIS PAGE INTENTIONALLY LEFT BLANK.]
Investment Adviser
Lateef Investment Management, L.P.
300 Drakes Landing Road
Suite 210
Greenbrae, CA 94904
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
LAT-1016
LATEEF FUND
of
FundVantage Trust
Class A Shares
Class C Shares
Class I Shares
SEMI-ANNUAL REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Lateef Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Lateef Fund.
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
of
FundVantage Trust
Class I
SEMI-ANNUAL REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Mount Lucas U.S. Focused Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Mount Lucas U.S. Focused Equity Fund.
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | Since Inception | ||||||||
Class I* | -1.27% | -6.67% | 3.23% | 10.60% | 3.95% | |||||||
S&P 500® Index | 4.07% | 4.53% | 8.85% | 13.57% | 5.99%** |
† | Not annualized. |
* | Mount Lucas U.S. Focused Equity Fund - Class I (the “Fund”) commenced operations on October 1, 2007. |
** | Benchmark performance is from inception date of the Fund only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling (844) 261-6483.
As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” and “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” are 1.31% and 0.95%, respectively, for Class I Shares of the Fund’s average daily net assets. Mount Lucas Management LP (the “Adviser”) has contractually agreed to waive fees and/or reimburse expenses in order to limit the Fund’s “Total Annual Fund Operating Expenses” (excluding taxes, “Acquired Fund” fees and expenses, extraordinary items, brokerage commissions and interest) to, as a percentage of average daily net assets, 0.95% with respect to Class I shares. The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. The Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.
The Fund operated as a series of Scotia Institutional Funds prior to the opening of business on March 24, 2014 (the “Predecessor Fund”), at which time, the Predecessor Fund was reorganized into the Fund. Before the Fund commenced operations, all of the assets and liabilities of the Predecessor Fund were transferred to the Fund in a tax free reorganization (the “Reorganization”). The Reorganization occurred at the opening of business on March 24, 2014. As a result of the Reorganization, the Fund assumed the performance and accounting history of the Predecessor Fund prior to the date of the Reorganization. The Fund has the same investment objective and strategies as the Predecessor Fund. The Performance shown for periods prior to March 24, 2014 represents the performance for the Predecessor Fund.
The value of the Fund’s investments in equity securities may fluctuate drastically from day-to-day causing volatility and possible loss of principal. The Fund may invest in undervalued securities and is subject to the risk that the securities may not appreciate in value as anticipated.
The Fund is non-diversified and invests in a limited number of securities. As a result, the Fund’s investment performance may be more volatile, as it may be more susceptible to risks associated with a single economic, political, or regulatory event than a fund that invests in a greater number of issuers. The Fund may invest in undervalued securities and is subject to the risk that the securities may not appreciate in value as anticipated.
The Fund intends to evaluate performance as compared to that of the Standard & Poor’s 500® Composite Price Index (“S&P 500®”). The S&P 500® is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.
1
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May
1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges on purchase payments (if any) or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Mount Lucas U.S. Focused Equity Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period* | |||||||||||||
Class I | |||||||||||||||
Actual | $ | 1,000.00 | $ | 987.30 | $ | 4.76 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.42 | 4.84 |
* | Expenses are equal to the annualized expense ratio for the six-month period ended October 31, 2016 of 0.95% for Class I shares, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365 to reflect the period. The Fund’s ending account value on the first line in the table is based on the actual six-month total return for the Fund of -1.27% for Class I shares. |
2
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net | ||||||||||
Assets | Value | |||||||||
COMMON STOCKS: | ||||||||||
Financials | 34.6 | % | $ | 11,694,257 | ||||||
Consumer Discretionary | 23.8 | 8,065,906 | ||||||||
Consumer Staples | 16.1 | 5,461,831 | ||||||||
Telecommunication Services | 8.8 | 2,970,850 | ||||||||
Industrials | 6.1 | 2,075,468 | ||||||||
Information Technology | 4.9 | 1,669,926 | ||||||||
Energy | 3.4 | 1,129,588 | ||||||||
Health Care | 1.0 | 321,716 | ||||||||
Real Estate | 0.8 | 281,042 | ||||||||
Other Assets in Excess of Liabilities | 0.5 | 181,297 | ||||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 33,851,881 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
3
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — 99.5% | ||||||||
Consumer Discretionary — 23.8% |
| |||||||
Best Buy Co., Inc. | 35,359 | $ | 1,375,819 | |||||
Ford Motor Co. | 102,949 | 1,208,621 | ||||||
GameStop Corp., Class A | 44,134 | 1,061,423 | ||||||
General Motors Co. | 86,749 | 2,741,268 | ||||||
Kohl’s Corp. | 31,273 | 1,368,194 | ||||||
McDonald’s Corp. | 2,759 | 310,581 | ||||||
|
| |||||||
8,065,906 | ||||||||
|
| |||||||
Consumer Staples — 16.1% | ||||||||
Archer-Daniels-Midland Co. | 36,656 | 1,597,102 | ||||||
Campbell Soup Co. | 5,254 | 285,502 | ||||||
Clorox Co. (The) | 2,661 | 319,373 | ||||||
General Mills, Inc. | 5,529 | 342,687 | ||||||
Kellogg Co. | 4,441 | 333,652 | ||||||
Kimberly-Clark Corp. | 2,519 | 288,199 | ||||||
McCormick & Co., Inc. | 3,556 | 340,914 | ||||||
Procter & Gamble Co. (The) | 3,844 | 333,659 | ||||||
Sysco Corp. | 6,849 | 329,574 | ||||||
Wal-Mart Stores, Inc. | 18,440 | 1,291,169 | ||||||
|
| |||||||
5,461,831 | ||||||||
|
| |||||||
Energy — 3.4% | ||||||||
Transocean Ltd. (Switzerland)* | 117,543 | 1,129,588 | ||||||
|
| |||||||
Financials — 34.6% | ||||||||
Assurant, Inc. | 15,294 | 1,231,473 | ||||||
Fifth Third Bancorp | 66,084 | 1,437,988 | ||||||
Hartford Financial Services Group, Inc. (The) | 29,866 | 1,317,389 | ||||||
Marsh & McLennan Cos, Inc. | 5,121 | 324,620 | ||||||
Navient Corp. | 112,998 | 1,444,114 | ||||||
Principal Financial Group, Inc. | 27,777 | 1,516,624 | ||||||
Prudential Financial, Inc. | 18,314 | 1,552,844 | ||||||
Unum Group | 81,051 | 2,869,205 | ||||||
|
| |||||||
11,694,257 | ||||||||
|
|
Number | ||||||
of Shares | Value | |||||
COMMON STOCKS — (Continued) | ||||||
Health Care — 1.0% | ||||||
Becton Dickinson and Co. | 1,916 | $ | 321,716 | |||
|
| |||||
Industrials — 6.1% | ||||||
3M Co. | 1,919 | 317,211 | ||||
Illinois Tool Works, Inc. | 2,905 | 329,921 | ||||
Northrop Grumman Corp. | 1,593 | 364,797 | ||||
Raytheon Co. | 2,470 | 337,427 | ||||
Republic Services, Inc. | 7,122 | 374,831 | ||||
Waste Management, Inc. | 5,350 | 351,281 | ||||
|
| |||||
2,075,468 | ||||||
|
| |||||
Information Technology — 4.9% | ||||||
Corning, Inc. | 59,396 | 1,348,883 | ||||
Paychex, Inc. | 5,816 | 321,043 | ||||
|
| |||||
1,669,926 | ||||||
|
| |||||
Real Estate — 0.8% | ||||||
Public Storage REIT | 1,315 | 281,042 | ||||
|
| |||||
Telecommunication Services — 8.8% |
| |||||
AT&T, Inc. | 44,650 | 1,642,674 | ||||
CenturyLink, Inc. | 49,969 | 1,328,176 | ||||
|
| |||||
2,970,850 | ||||||
|
| |||||
TOTAL COMMON STOCKS | 33,670,584 | |||||
|
| |||||
TOTAL INVESTMENTS - 99.5% (Cost $34,013,524) | 33,670,584 | |||||
|
| |||||
OTHER ASSETS IN EXCESS OF | 181,297 | |||||
|
| |||||
NET ASSETS - 100.0% | $ | 33,851,881 | ||||
|
|
* | Non-income producing. |
REIT Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
4
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $34,013,524) | $ | 33,670,584 | ||
Cash | 311,236 | |||
Receivable for investments sold | 199,257 | |||
Dividends and interest receivable | 67,781 | |||
Prepaid expenses and other assets | 37,711 | |||
|
| |||
Total assets | 34,286,569 | |||
|
| |||
Liabilities | ||||
Payable for capital shares redeemed | 196,814 | |||
Payable for investments purchased | 174,440 | |||
Payable for administration and accounting fees | 20,448 | |||
Payable for audit fees | 12,204 | |||
Payable for transfer agent fees | 9,206 | |||
Payable for printing fees | 8,869 | |||
Payable to custodian fees | 7,640 | |||
Payable to Investment Adviser | 4,321 | |||
Other accrued expenses | 746 | |||
|
| |||
Total liabilities | 434,688 | |||
|
| |||
Net Assets | $ | 33,851,881 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 39,608 | ||
Paid-in capital | 37,941,698 | |||
Accumulated net investment income | 1,217,858 | |||
Accumulated net realized loss from investments | (5,004,343 | ) | ||
Net unrealized depreciation on investments | (342,940 | ) | ||
|
| |||
Net Assets | $ | 33,851,881 | ||
|
|
Class I: | ||||
Net asset value, offering and redemption price per share | $ | 8.55 | ||
|
|
The accompanying notes are an integral part of the financial statements.
5
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 633,634 | ||
Interest | 4 | |||
|
| |||
Total investment income | 633,638 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 153,516 | |||
Administration and accounting fees (Note 2) | 33,305 | |||
Transfer agent fees (Note 2) | 15,532 | |||
Audit fees | 14,952 | |||
Legal fees | 14,523 | |||
Custodian fees (Note 2) | 13,798 | |||
Trustees’ and officers’ fees (Note 2) | 11,585 | |||
Registration and filing fees | 8,879 | |||
Printing and shareholder reporting fees | 6,958 | |||
Other expenses | 8,553 | |||
|
| |||
Total expenses before waivers | 281,601 | |||
|
| |||
Less: waivers (Note 2) | (87,147 | ) | ||
|
| |||
Net expenses after waivers | 194,454 | |||
|
| |||
Net investment income | 439,184 | |||
|
| |||
Net realized and unrealized loss from investments: | ||||
Net realized loss from investments | (462,534 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | (437,224 | ) | ||
|
| |||
Net realized and unrealized loss on investments | (899,758 | ) | ||
|
| |||
Net decrease in net assets resulting from operations | $ | (460,574 | ) | |
|
|
The accompanying notes are an integral part of the financial statements.
6
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Decrease in net assets from operations: | ||||||||||
Net investment income | $ | 439,184 | $ | 782,615 | ||||||
Net realized loss from investments | (462,534 | ) | (4,296,530 | ) | ||||||
Net change in unrealized appreciation/(depreciation) on investments | (437,224 | ) | (2,320,114 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets resulting from operations | (460,574 | ) | (5,834,029 | ) | ||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income | ||||||||||
Class I | — | (246,838 | ) | |||||||
Net realized gains | ||||||||||
Class I | — | (1,675,792 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (1,922,630 | ) | |||||||
|
|
|
| |||||||
Decrease in Net Assets Derived from Capital Share Transactions | (10,509,355 | ) | (6,066,636 | ) | ||||||
|
|
|
| |||||||
Total decrease in net assets | (10,969,929 | ) | (13,823,295 | ) | ||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 44,821,810 | 58,645,105 | ||||||||
|
|
|
| |||||||
End of period | $ | 33,851,881 | $ | 44,821,810 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 1,217,858 | $ | 778,674 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
7
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Financial Highlights
Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
For the | |||||||||||||||||||||||||||||||||||
Six Months Ended | For the | For the | For the | For the | For the | For the | |||||||||||||||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | Seven Months Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | April 30, 2014(1)(2) | September 30, 2013(2) | September 30, 2012(2) | September 30, 2011(2) | |||||||||||||||||||||||||||||
Per Share Operating Performance | |||||||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 8.66 | $ | 10.01 | $ | 11.92 | $ | 11.19 | $ | 8.72 | $ | 7.09 | $ | 7.69 | |||||||||||||||||||||
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Net investment income(3) | 0.09 | 0.14 | 0.15 | 0.14 | 0.17 | 0.12 | 0.14 | ||||||||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.20 | ) | (1.15 | ) | 0.79 | 2.08 | 2.43 | 1.66 | (0.81 | ) | |||||||||||||||||||||||||
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Net increase/(decrease) in net assets resulting from operations | (0.11 | ) | (1.01 | ) | 0.94 | 2.22 | 2.60 | 1.78 | (0.67 | ) | |||||||||||||||||||||||||
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Dividends and distributions to shareholders from: | |||||||||||||||||||||||||||||||||||
Net investment income | — | (0.04 | ) | (0.22 | ) | (0.13 | ) | (0.13 | ) | (0.16 | ) | (0.05 | ) | ||||||||||||||||||||||
Net realized gains | — | (0.30 | ) | (2.63 | ) | (1.36 | ) | — | — | — | |||||||||||||||||||||||||
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Total dividends and distributions to shareholders | — | (0.34 | ) | (2.85 | ) | (1.49 | ) | (0.13 | ) | (0.16 | ) | (0.05 | ) | ||||||||||||||||||||||
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Adviser Contribution | — | — | — | — | — | 0.01 | 0.12 | ||||||||||||||||||||||||||||
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Redemption fees added to paid-in capital(3) | — | — | — | — | — | — | 0.00 | (4) | |||||||||||||||||||||||||||
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Net asset value, end of period | $ | 8.55 | $ | 8.66 | $ | 10.01 | $ | 11.92 | $ | 11.19 | $ | 8.72 | $ | 7.09 | |||||||||||||||||||||
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Total investment return(5) | (1.27 | )% | (10.09 | )% | 8.81 | % | 20.54 | % | 30.16 | % | 25.38 | %(6) | (7.25 | )%(6) | |||||||||||||||||||||
Ratio/Supplemental Data | |||||||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 33,852 | $ | 44,822 | $ | 58,645 | $ | 59,166 | $ | 45,540 | $ | 26,060 | $ | 17,003 | |||||||||||||||||||||
Ratio of expenses to average net assets | 0.95 | %(7) | 0.95 | % | 0.95 | % | 0.95 | %(7) | 0.95 | % | 0.95 | % | 0.95 | % | |||||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(8) | 1.38 | %(7) | 1.31 | % | 1.23 | % | 1.18 | %(7) | 1.25 | % | 1.74 | % | 1.74 | % | |||||||||||||||||||||
Ratio of net investment income to average net assets | | 2.15 | %(7) | 1.54 | % | 1.31 | % | 2.09 | %(7) | 1.70 | % | 1.50 | % | 1.68 | % | ||||||||||||||||||||
Portfolio turnover rate | 43.73 | %(9) | 95.16 | % | 102.75 | % | 53.87 | %(9) | 103.55 | % | 118.67 | % | 102.57 | % |
(1) | The Fund changed its fiscal year end to April 30. |
(2) | Effective prior to the opening of business on March 24, 2014, the Fund acquired substantially all of the assets and liabilities of the Mount Lucas U.S. Focused Equity Fund, a series of Scotia Institutional Funds (the “Predecessor Fund”). The financial highlights for the periods prior to that date reflects the performance of the Predecessor Fund. |
(3) | Calculated based on the average number of shares outstanding during the period. |
(4) | Amount is less than $0.005 per share. |
(5) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized. |
(6) | Absent a capital contribution between the Predecessor Fund and the investment adviser to the Predecessor Fund, total returns would have been 25.23% and (8.82)% for the years ended September 30, 2012 and 2011, respectively. |
(7) | Annualized. |
(8) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(9) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
8
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Mount Lucas U.S. Focused Equity Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class I shares and Class II shares. As of October 31, 2016, Class II shares have not been issued.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• 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 following is a summary of the inputs used, as of October 31, 2016 in valuing the Fund’s investments carried at fair value:
Level 2 | Level 3 | |||||||||||||||||||
Level 1 | Other Significant | Significant | ||||||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||||||
10/31/16 | Price | Inputs | Inputs | |||||||||||||||||
Common Stocks* | $ | 33,670,584 | $ | 33,670,584 | $ | — | $ | — | ||||||||||||
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* Please refer to Portfolio of Investments for details on portfolio holdings.
9
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investment. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
10
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
Mount Lucas Management LP (“Mount Lucas” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is entitled to an investment advisory fee of 0.75% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund” fees and expenses, extraordinary items, brokerage commissions and interest) do not exceed 0.95% (on an annual basis) of the Fund’s average daily net assets of Class I shares (the “Expense Limitation”). The Expense Limitation shall remain in effect until August 31, 2018, unless the Board of Trustees of the Trust approves its earlier termination. Subject to approval by the Board of Trustees, the Adviser may recoup any expenses or fees it has reimbursed within a three-year period from the year in which the Adviser reduced its compensation and/or assumed expenses of the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect as the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, the amount of potential recovery was as follows:
Expiration | ||||||
April 30, 2017 | April 30, 2018 | April 30, 2019 | April 30, 2020 | |||
$22,635 | $164,223 | $184,461 | $87,147 |
For the six months ended October 31, 2016, the Adviser earned advisory fees of $153,516 and waived fees of $87,147.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund pursuant to an underwriting agreement between the Trust and the Underwriter.
11
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $5,428. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 17,595,474 | $ | 27,676,922 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Value | Shares | Value | |||||||||||||
Class I | ||||||||||||||||
Sales | 100,774 | $ | 863,957 | 706,223 | $ | 6,538,683 | ||||||||||
Reinvestments | — | — | 214,260 | 1,900,489 | ||||||||||||
Redemptions | (1,317,723 | ) | (11,373,312 | ) | (1,599,720 | ) | (14,505,808 | ) | ||||||||
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Net Decrease | (1,216,949 | ) | $ | (10,509,355 | ) | (679,237 | ) | $ | (6,066,636 | ) | ||||||
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5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $747,034 of ordinary income dividends and $1,175,596 of long-term capital gains dividends. For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $2,459,636 of ordinary income dividends and $10,582,127 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
12
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss | Undistributed | Undistributed | Unrealized | Other Book/Tax | ||||
Carryforward | Ordinary Income | Long-Term Gain | Depreciation | Differences | ||||
$(610,729) | $782,076 | $— | $(34,730) | $(3,805,468) |
The differences between the book and tax basis unrealized depreciation are attributable primarily to the tax deferral of losses on wash sales. Other book/tax differences are attributed to the treatment of organizational and start-up costs and late year loss deferrals.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 34,013,524 | ||||
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Gross unrealized appreciation | $ | 961,335 | ||||
Gross unrealized depreciation | (1,304,275 | ) | ||||
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Net unrealized depreciation | $ | (342,940 | ) | |||
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* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had long-term capital loss deferrals of $3,233,111 and short-term capital loss deferrals of $568,955, which is included in other book/tax differences above.
Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund had a capital loss carryforward of $610,729, of which $429,547 are long-term losses and $181,182 are short-term losses and have an unlimited period of capital loss carryforward.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
13
MOUNT LUCAS U.S. FOCUSED EQUITY FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (844) 261-6483 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
14
Investment Adviser
Mount Lucas Management LP
405 South State Street
Newtown, PA 18940
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103-7096
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
LUC-1016
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Semi-Annual Report
Performance Data
October 31, 2016 (Unaudited)
Credit Quality as of October 31, 2016 (as a percentage of total investments)
Credit quality ratings are primarily sourced from Moody’s but in the event that Moody’s has not assigned a rating, the Fund will use S&P or Fitch. If these ratings are in conflict, S&P will be used before Fitch. If none of the major rating agencies have assigned a rating, the Fund will assign a rating of NR (non-rated security). The ratings represent their (Moody’s, S&P, and Fitch) opinions as to the quality of the underlying securities in the Fund, and not the Fund itself. The ratings range from AAA (extremely strong capacity to meet financial commitment) to D (in default). Ratings are relative and subjective and are not absolute standards of quality. A pre-refunded bond is secured by an escrow fund of U.S. government obligations (i.e. Treasury securities) and assumes the superior credit rating of the government obligation. The ratings do not predict performance and are subject to change. | Investment Style
High-quality, intermediate-term, tax-exempt
Investment Objective
The Pacific Capital Tax-Free Securities Fund (the “Fund”) seeks high current income that is exempt from federal and Hawaii income tax by normally investing at least 80% of its net assets in investment grade municipal obligations. The Fund normally invests greater than 50% of its assets in Hawaii municipal obligations — debt securities issued by or on behalf of the State of Hawaii and its political subdivisions, agencies and instrumentalities that pay interest which is exempt from Hawaii income tax as well as federal income tax.
Investment Considerations
Income received from the Fund may be subject to certain state and local taxes and, depending on one’s tax status, to the federal alternative minimum tax. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Generally, bond prices and values fall when interest rates rise, and vice versa. The longer the average maturity of the Fund’s portfolio, the greater the fluctuation in value. Since the Fund invests significantly in securities of issuers in Hawaii, it will also be affected by a variety of Hawaii’s economic and political factors. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating.
Investment Process
• Top-down macroeconomic analysis of interest rate trends
• Bottom-up credit research to identify high quality bonds
Investment Management
Advised by Asset Management Group of Bank of Hawaii (“AMG”)
• As of October 31, 2016, AMG manages $1,371 million in mutual fund assets. In addition, AMG personnel also manage approximately $1.5 billion in assets on behalf of Bank of Hawaii clients. |
1
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016 (Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||
Six Months* | 1 Year | 3 Year | 5 Year | 10 Year | ||||||||
Class Y | 0.44% | 3.31% | 4.07% | 3.63% | 3.76% | |||||||
Barclays Capital Hawaii Municipal | 0.23% | 3.64% | 4.39% | 3.98% | 4.49% |
*Not Annualized
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. To obtain performance information current to the most recent month end, please call (888) 678-6034.
As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 0.30%, and the Fund’s “Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 0.10%, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered in this report. The Adviser has agreed to waive its advisory fee (the “Waiver”) until August 31, 2017. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”). Additional information pertaining to the Fund’s expense ratio for the period ended October 31, 2016 can be found in the financial highlights.
Before the Fund commenced operations, all of the assets of the Tax-Free Securities Fund, a series of Pacific Capital Funds (the “Predecessor Fund”), were transferred to the Fund in a tax-free reorganization (the “Reorganization”). Performance presented prior to June 28, 2010 reflects the performance of the Predecessor Fund.
Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.
The performance of the Fund is measured against the Barclays Capital Hawaii Municipal Bond Index, a rules-based, market-value weighted index engineered for the long-term tax-exempt Hawaii bond market. The index has four main sectors: general obligation bonds, revenue bonds, insured bonds and prerefunded bonds. The index is unmanaged and does not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index.
The Fund is distributed by Foreside Funds Distributors LLC. The Asset Management Group of Bank of Hawaii is the investment adviser to the Fund and receives a fee for its services.
All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.
2
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Semi-Annual Report
Performance Data
October 31, 2016 (Unaudited)
Credit Quality as of October 31, 2016 (as a percentage of total investments)
Credit quality ratings are primarily sourced from Moody’s but in the event that Moody’s has not assigned a rating, the Fund will use S&P or Fitch. If these ratings are in conflict, S&P will be used before Fitch. If none of the major rating agencies have assigned a rating, the Fund will assign a rating of NR (non-rated security). The ratings represent their (Moody’s, S&P, and Fitch) opinions as to the quality of the underlying securities in the Fund, and not the Fund itself. The ratings range from AAA (extremely strong capacity to meet financial commitment) to D (in default). Ratings are relative and subjective and are not absolute standards of quality. A pre-refunded bond is secured by an escrow fund of U.S. government obligations (i.e. Treasury securities) and assumes the superior credit rating of the government obligation. The ratings do not predict performance and are subject to change. | Investment Style
High-quality, short-intermediate term, tax-exempt
Investment Objective
The Pacific Capital Tax-Free Short Intermediate Securities Fund (the “Fund”) seeks high current income that is exempt from federal and Hawaii income tax by normally investing at least 80% of its net assets in investment grade municipal obligations. The Fund normally invests greater than 50% of its assets in Hawaii municipal obligations — debt securities issued by or on behalf of the State of Hawaii and its political subdivisions, agencies and instrumentalities that pay interest which is exempt from Hawaii income tax as well as federal income tax. The Fund seeks to provide greater price stability than a long-term bond fund.
Investment Considerations
Income received from the Fund may be subject to certain state and local taxes and, depending on one’s tax status, to the federal alternative minimum tax. Bonds offer a relatively stable level of income, although bond prices will fluctuate, providing the potential for principal gain or loss. Generally, bond prices and values fall when interest rates rise, and vice versa. Intermediate term, higher-quality bonds generally offer less risk than longer-term bonds and a lower rate of return. Since the Fund invests significantly in securities of issuers in Hawaii, it will also be affected by a variety of Hawaii’s economic and political factors. The values of any of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating.
Investment Process
• Top-down macroeconomic analysis of interest rate trends
• Bottom-up credit research to identify high quality bonds
Investment Management
Advised by Asset Management Group of Bank of Hawaii (“AMG”)
• As of October 31, 2016, AMG manages $1,371 million in mutual fund assets. In addition, AMG personnel also manage approximately $1.5 billion in assets on behalf of Bank of Hawaii clients. |
3
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016 (Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||
Six Months* | 1 Year | 3 Year | 5 Year | 10 Year | ||||||||
Class Y | 0.13% | 1.13% | 1.31% | 1.23% | 1.94% | |||||||
Barclays Capital Hawaii 3-Year Municipal Bond Index | 0.06% | 0.81% | 1.08% | 1.35% | 2.73% |
*Not Annualized
Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. To obtain performance information current to the most recent month end, please call (888) 678-6034.
As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 0.35%, and the Fund’s “Total Annual Fund Operating Expense After Fee Waiver and/or Reimbursement” are 0.15%, of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered in this report. The Adviser has agreed to waive its advisory fee (the “Waiver”) until August 31, 2017. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”). Additional information pertaining to the Fund’s expense ratio for the period ended October 31, 2016 can be found in the financial highlights.
Before the Fund commenced operations, all of the assets of the Tax-Free Short Intermediate Securities Fund, a series of Pacific Capital Funds (the “Predecessor Fund”), were transferred to the Fund in a tax-free reorganization (the “Reorganization”). Performance presented prior to June 28, 2010 reflects the performance of the Predecessor Fund.
Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.
The performance of the Fund is measured against the Barclays Capital Hawaii 3-Year Municipal Bond Index, which is the 2-4 year component of the Barclays Capital Hawaii Municipal Bond Index and is a rules-based, market-value weighted index engineered for the Hawaii tax-exempt bond market. The index has four main sectors: general obligation bonds, revenue bonds, insured bonds, and prerefunded bonds. The index is unmanaged and does not reflect the deduction of fees associated with a mutual fund, such as investment management and fund accounting fees. The Fund’s performance reflects the deduction of fees for these services. Investors cannot invest directly in an index.
The Fund is distributed by Foreside Funds Distributors LLC. The Asset Management Group of Bank of Hawaii is the investment adviser to the Fund and receives a fee for its services.
All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.
4
PACIFIC CAPITAL FUNDS
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line for each Fund in the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line for each Fund in the accompanying table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund(s) and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
5
PACIFIC CAPITAL FUNDS
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Beginning | |||||||||||||||||||||||||
Account Value | Ending Account Value | Expenses Paid | Expense Ratio | ||||||||||||||||||||||
May 1, 2016 | October 31, 2016 | During Period* | During Period** | ||||||||||||||||||||||
Pacific Capital Tax-Free Securities Fund | |||||||||||||||||||||||||
Actual Fund Return | Class Y | $ | 1,000.00 | $ | 1,004.40 | $ | 0.51 | 0.10 | % | ||||||||||||||||
Hypothetical Fund Return (5% return before expenses) | Class Y | 1,000.00 | 1,024.70 | 0.51 | 0.10 | % | |||||||||||||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | |||||||||||||||||||||||||
Actual Fund Return | Class Y | $ | 1,000.00 | $ | 1,001.30 | $ | 1.21 | 0.24 | % | ||||||||||||||||
Hypothetical Fund Return (5% return before expenses) | Class Y | 1,000.00 | 1,024.00 | 1.22 | 0.24 | % |
* | Expense are equal to an annualized expense ratio for the six-month period ended October 31, 2016, multiplied by average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Funds’ ending account values on the first line in each table are based on the actual six-month total returns of 0.44% for the Pacific Capital Tax-Free Securities Fund and 0.13% for the Pacific Capital Tax-Free Short Intermediate Securities Fund. |
** | Annualized. |
6
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — 98.1% | ||||||||
Alaska — 0.1% | ||||||||
Matanuska-Susitna AK, Prerefunded | 380,000 | 432,839 | ||||||
|
| |||||||
Arizona — 2.1% | ||||||||
Phoenix Civic Improvement Corp., Civic Plaza, Convertible CAB, Series B, | 5,000,000 | 6,635,350 | ||||||
|
| |||||||
California — 1.2% | ||||||||
Norwalk-La Mirada Unified School District GO, CAB, Series B, | 5,000,000 | 3,736,300 | ||||||
|
| |||||||
Florida — 0.2% | ||||||||
Orlando Utilities Commission, Water and Electric Revenue, Series D, ETM, | 640,000 | 674,797 | ||||||
|
| |||||||
Georgia — 1.1% | ||||||||
Metropolitan Atlanta Rapid Transit Authority, Series C, | 1,620,000 | 2,017,597 | ||||||
Municipal Electric Authority Power Revenue, Series W, Unrefunded Portion, | 1,395,000 | 1,445,471 | ||||||
|
| |||||||
3,463,068 | ||||||||
|
|
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Guam — 0.6% | ||||||||
Territory Of Guam, Series A, Prerefunded | 1,775,000 | 2,083,264 | ||||||
|
| |||||||
Hawaii — 83.5% | ||||||||
Hawaii County GO, Anticipation Note, Series D, | 8,000,000 | 8,008,320 | ||||||
Hawaii County GO, Series A, | 500,000 | 515,890 | ||||||
Hawaii County GO, Series A, | 1,655,000 | 1,797,645 | ||||||
Hawaii County GO, Series A, | 2,470,000 | 2,705,959 | ||||||
Hawaii County GO, Series A, | 500,000 | 594,225 | ||||||
Hawaii County GO, Series D, | 1,450,000 | 1,802,886 | ||||||
Hawaii County GO, Series D, | 1,000,000 | 1,244,470 | ||||||
Hawaii County GO, Series E, | 1,000,000 | 1,243,370 | ||||||
Hawaii Housing Finance & Development Corp., Multi-Family Housing, Iwilei Apartments, Series A, Callable 01/01/31 at 100, | 3,120,000 | 3,284,955 |
The accompanying notes are an integral part of the financial statements.
7
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii Housing Finance & Development Corp., Series B, | 3,880,000 | 4,161,882 | ||||||
Hawaii State Airports System Revenue, AMT, Callable | 400,000 | 458,756 | ||||||
Hawaii State Airports System Revenue, Series A, | 2,700,000 | 3,062,232 | ||||||
Hawaii State Airports System Revenue, Series A, | 1,010,000 | 1,150,229 | ||||||
Hawaii State Airports System Revenue, AMT, | 3,500,000 | 3,963,330 | ||||||
Hawaii State Airports System Revenue, Series A, | 2,040,000 | 2,318,521 | ||||||
Hawaii State Airports System Revenue, Series A, | 1,320,000 | 1,514,991 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State Airports System Revenue, Series A, Callable 07/01/20 at 100, | 1,000,000 | 1,143,460 | ||||||
Hawaii State Department of Budget & Finance Revenue, Hawaii Pacific Health Obligation, | 500,000 | 569,425 | ||||||
Hawaii State Department of Budget & Finance Revenue, Hawaii Pacific Health Obligation, Callable 07/01/23 at 100, | 1,330,000 | 1,558,627 | ||||||
Hawaii State Department of Budget & Finance, Special Purpose Revenue, Kahala Nui, Callable 11/15/22 at 100, | 1,390,000 | 1,557,023 | ||||||
Hawaii State Department of Budget & Finance, Special Purpose Revenue, Kahala Nui, Callable 11/15/22 at 100, | 550,000 | 610,214 | ||||||
Hawaii State Department of Budget & Finance, Series A, Queens Health System, Callable 07/01/25 at 100, | 10,000,000 | 11,833,200 |
The accompanying notes are an integral part of the financial statements.
8
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State Department of Hawaiian Home Lands Revenue, | 775,000 | 816,641 | ||||||
Hawaii State GO, Series DJ, Unrefunded portion, Callable 04/01/17 at 100, | 890,000 | 905,904 | ||||||
Hawaii State GO, Series DJ, Prerefunded 04/01/17 at 100, | 110,000 | 111,966 | ||||||
Hawaii State GO, Series DJ, Prerefunded 04/01/17 at 100, | 980,000 | 997,513 | ||||||
Hawaii State GO, Series DJ, Unrefunded portion, Callable 04/01/17 at 100, | 140,000 | 142,502 | ||||||
Hawaii State GO, Series DK, | 4,000,000 | 4,085,560 | ||||||
Hawaii State GO, Series DK, | 2,390,000 | 2,538,443 | ||||||
Hawaii State GO, Series DK, | 710,000 | 754,098 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State GO, Series DK, | 2,985,000 | 3,170,398 | ||||||
Hawaii State GO, Series DK, Unrefunded portion, Callable 05/01/18 at 100, | 75,000 | 79,658 | ||||||
Hawaii State GO, Series DK, Unrefunded portion, Callable 05/01/18 at 100, | 75,000 | 79,658 | ||||||
Hawaii State GO, Series DQ, Prerefunded 06/01/19 at 100, | 1,660,000 | 1,829,436 | ||||||
Hawaii State GO, Series DT, | 1,900,000 | 1,900,000 | ||||||
Hawaii State GO, Series DT, | 3,000,000 | 3,351,240 | ||||||
Hawaii State GO, Series DZ, | 155,000 | 183,762 | ||||||
Hawaii State GO, Series DZ, | 875,000 | 1,037,365 | ||||||
Hawaii State GO, Series DZ, | 1,150,000 | 1,363,394 | ||||||
Hawaii State GO, Series DZ, | 2,150,000 | 2,548,954 |
The accompanying notes are an integral part of the financial statements.
9
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100, | 1,620,000 | 1,920,607 | ||||||
Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100, | 1,700,000 | 2,015,452 | ||||||
Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100, | 1,765,000 | 2,092,514 | ||||||
Hawaii State GO, Series DZ, Prerefunded 12/01/21 at 100, | 1,730,000 | 2,051,019 | ||||||
Hawaii State GO, Series DZ, Unrefunded portion, Callable 12/01/21 at 100, | 730,000 | 859,940 | ||||||
Hawaii State GO, Series DZ, Unrefunded portion, Callable 12/01/21 at 100, | 300,000 | 352,110 | ||||||
Hawaii State GO, Series DZ, | 1,235,000 | 1,446,222 | ||||||
Hawaii State GO, Series DZ, | 1,070,000 | 1,250,145 | ||||||
Hawaii State GO, Series EA, | 265,000 | 296,789 | ||||||
Hawaii State GO, Series EA, | 2,000,000 | 2,366,780 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State GO, Series EE, | 450,000 | 464,553 | ||||||
Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100, | 1,605,000 | 1,944,329 | ||||||
Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100, | 1,435,000 | 1,738,388 | ||||||
Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100, | 645,000 | 783,159 | ||||||
Hawaii State GO, Series EE, Prerefunded 11/01/22 at 100, | 740,000 | 896,451 | ||||||
Hawaii State GO, Series EE, Unrefunded portion, Callable 11/01/22 at 100, | 155,000 | 187,770 | ||||||
Hawaii State GO, Series EE, Unrefunded portion, Callable 11/01/22 at 100, | 1,450,000 | 1,750,991 | ||||||
Hawaii State GO, Series EE, Unrefunded portion, Callable 11/01/22 at 100, | 180,000 | 216,790 | ||||||
Hawaii State GO, Series EE, | 360,000 | 432,432 | ||||||
Hawaii State GO, Series EH, | 455,000 | 558,089 |
The accompanying notes are an integral part of the financial statements.
10
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State GO, Series EH, | 445,000 | 546,785 | ||||||
Hawaii State GO, Series EH, Callable 08/01/23 at 100, | 1,000,000 | 1,217,239 | ||||||
Hawaii State GO, Series EL, | 1,000,000 | 1,226,570 | ||||||
Hawaii State GO, Series EO, Callable 08/01/24 at 100, | 1,285,000 | 1,542,912 | ||||||
Hawaii State GO, Series EO, | 140,000 | 174,885 | ||||||
Hawaii State GO, Series EO, Unrefunded portion, Callable 08/01/24 at 100, | 1,560,000 | 1,933,308 | ||||||
Hawaii State GO, Series EP, | 1,000,000 | 1,246,700 | ||||||
Hawaii State GO, Series ET, | 1,000,000 | 1,150,680 | ||||||
Hawaii State GO, Series EW, | 2,000,000 | 2,155,000 | ||||||
Hawaii State GO, Series EY, Callable 10/01/25 at 100, | 2,980,000 | 3,742,284 | ||||||
Hawaii State GO, Series EZ, | 4,000,000 | 4,712,320 | ||||||
Hawaii State GO, Series FB, | 5,000,000 | 6,292,500 | ||||||
Hawaii State GO, Series FB, Callable 04/01/26 at 100, | 4,000,000 | 4,525,400 | ||||||
Hawaii State GO, Series FG, | 10,000,000 | 12,370,500 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State Harbor System Revenue, Series A, | 185,000 | 190,023 | ||||||
Hawaii State Harbor System Revenue, Series A, Callable 07/01/20 at 100, | 220,000 | 244,376 | ||||||
Hawaii State Harbor System Revenue, Series A, Callable 07/01/20 at 100, | 3,000,000 | 3,404,730 | ||||||
Hawaii State Highway Revenue, Series A, | 380,000 | 404,814 | ||||||
Hawaii State Highway Revenue, Series A, | 1,250,000 | 1,445,525 | ||||||
Hawaii State Highway Revenue, Series A, Callable 01/01/22 at 100, | 5,490,000 | 6,512,787 | ||||||
Hawaii State Highway Revenue, Series A, Callable 01/01/22 at 100, | 1,120,000 | 1,328,656 | ||||||
Hawaii State Highway Revenue, Series B, Callable 07/01/26 at 100, | 5,000,000 | 6,251,850 | ||||||
Honolulu City & County Board of Water Supply System Revenue, Series A, | 500,000 | 621,290 |
The accompanying notes are an integral part of the financial statements.
11
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County Board of Water Supply System Revenue, Series A, Callable 07/01/24 at 100, | 300,000 | 366,006 | ||||||
Honolulu City & County Board of Water Supply System Revenue, Series A, Callable 07/01/22 at 100, | 3,125,000 | 3,722,062 | ||||||
Honolulu City & County Board of Water Supply, System Revenue, Series A, Callable 07/01/24 at 100, | 1,500,000 | 1,860,210 | ||||||
Honolulu City & County GO, Series A, | 1,015,000 | 1,096,231 | ||||||
Honolulu City & County GO, Series A, | 4,000,000 | 4,112,680 | ||||||
Honolulu City & County GO, Series A, | 2,000,000 | 2,416,440 | ||||||
Honolulu City & County GO, Series A, Callable 04/01/19 at 100, | 1,110,000 | 1,217,737 | ||||||
Honolulu City & County GO, Series A, Callable 11/01/22 at 100, | 4,855,000 | 5,838,041 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County GO, Series A, Callable 11/01/22 at 100, | 3,365,000 | 4,042,038 | ||||||
Honolulu City & County GO, Series A, Callable 10/01/25 at 100, | 2,175,000 | 2,633,968 | ||||||
Honolulu City & County GO, Series A, Callable 11/01/22 at 100, | 1,970,000 | 2,342,724 | ||||||
Honolulu City & County GO, Series A, Callable 10/01/25 at 100, | 3,000,000 | 3,564,090 | ||||||
Honolulu City & County GO, Series A, Callable 10/01/25 at 100, | 1,000,000 | 1,178,460 | ||||||
Honolulu City & County GO, Series A, Refunding, | 4,790,000 | 5,064,706 | ||||||
Honolulu City & County GO, Series A, Refunding, | 210,000 | 222,167 | ||||||
Honolulu City & County GO, Series A, Refunding, | 1,000,000 | 1,113,250 | ||||||
Honolulu City & County GO, Series A, Refunding, Callable 11/01/22 at 100, | 1,000,000 | 1,084,760 | ||||||
Honolulu City & County GO, Series B, | 1,000,000 | 1,077,500 |
The accompanying notes are an integral part of the financial statements.
12
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County GO, | 1,000,000 | 1,083,120 | ||||||
Honolulu City & County GO, | 1,175,000 | 1,300,890 | ||||||
Honolulu City & County | 1,000,000 | 1,206,060 | ||||||
Honolulu City & County GO, Series B, Callable 11/01/23 at 100, | 2,000,000 | 2,424,140 | ||||||
Honolulu City & County GO, Series B, Callable 12/01/20 at 100, | 2,280,000 | 2,627,700 | ||||||
Honolulu City & County GO, Series B, Refunding, | 2,300,000 | 2,899,104 | ||||||
Honolulu City & County GO, Series C, Refunding, Callable 10/01/25 at 100, | 2,000,000 | 2,487,480 | ||||||
Honolulu City & County GO, Series C, Refunding, Callable 10/01/25 at 100, | 3,500,000 | 4,282,670 | ||||||
Honolulu City & County GO, Series D, Callable 09/01/19 at 100, | 250,000 | 270,492 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County Waste Water System Revenue, 1st Bond Resolution, Series A, Callable 07/01/17 at 100, | 3,500,000 | 3,598,595 | ||||||
Honolulu City & County Waste Water System Revenue, Junior Series A, Refunding, Callable 07/01/25 at 100, | 4,000,000 | 4,847,120 | ||||||
Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Refunding, | 250,000 | 285,082 | ||||||
Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Refunding, Callable 07/01/25 at 100, | 3,000,000 | 3,736,680 | ||||||
Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Refunding, Callable 07/01/25 at 100, | 2,000,000 | 2,496,540 | ||||||
Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Series B, Refunding, | 1,000,000 | 1,079,120 |
The accompanying notes are an integral part of the financial statements.
13
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County Waste Water System Revenue, Senior 1st Bond Resolution, Series B, Refunding, | 1,520,000 | 1,712,356 | ||||||
Kauai County GO, Series A, | 250,000 | 276,140 | ||||||
Kauai County GO, Series A, | 315,000 | 376,608 | ||||||
Kauai County GO, Series A, Callable 08/01/21 at 100, | 1,000,000 | 1,066,110 | ||||||
Kauai County GO, Series A, Callable 08/01/22 at 100, | 1,295,000 | 1,360,708 | ||||||
Maui County GO, Refunding, | 3,075,000 | 3,508,544 | ||||||
Maui County GO, Refunding, | 1,400,000 | 1,644,468 | ||||||
Maui County GO, Refunding, | 300,000 | 369,546 | ||||||
Maui County GO, Series A, Prerefunded 07/01/17 at 100, | 1,000,000 | 1,028,170 | ||||||
University of Hawaii Revenue, Series A, Callable 10/01/19 at 100, | 1,000,000 | 1,106,410 | ||||||
University of Hawaii Revenue, Series A-2, | 1,170,000 | 1,264,840 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
University of Hawaii Revenue, Series B, Refunding, | 665,000 | 774,020 | ||||||
University of Hawaii Revenue, Series B, Refunding, Callable 10/01/25 at 100, | 1,000,000 | 1,198,580 | ||||||
University of Hawaii Revenue, Series B-2, | 1,310,000 | 1,411,276 | ||||||
University of Hawaii Revenue, Series E, Refunding, | 4,600,000 | 5,692,270 | ||||||
University of Hawaii Revenue, Series E, Refunding, Callable 10/01/26 at 100, | 1,000,000 | 1,237,050 | ||||||
|
| |||||||
269,466,725 | ||||||||
|
| |||||||
Illinois — 1.3% | ||||||||
Illinois Municipal Electric Agency Power Supply Revenue, | 3,665,000 | 4,234,578 | ||||||
|
| |||||||
Maine — 0.8% | ||||||||
Maine State GO, Series B, | 2,000,000 | 2,489,900 | ||||||
|
| |||||||
Massachusetts — 1.9% | ||||||||
Commonwealth of Massachusetts GO, Series A, | 1,720,000 | 2,152,339 |
The accompanying notes are an integral part of the financial statements.
14
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Massachusetts — (Continued) |
| |||||||
Commonwealth of Massachusetts GO, Series A, Callable 07/01/26 at 100, | 1,000,000 | 1,241,490 | ||||||
Massachusetts State Department of Transportation, Metropolitan Highway System Revenue, Contract Assistance, Series B, Callable 01/01/20 at 100, | 2,500,000 | 2,807,050 | ||||||
|
| |||||||
6,200,879 | ||||||||
|
| |||||||
New Jersey — 0.1% | ||||||||
Passaic Valley Sewage Commissioner System Revenue Refunding, Series G, | 300,000 | 360,321 | ||||||
|
| |||||||
New York — 0.4% | ||||||||
Metropolitan Transportation Authority, Series A1, Callable 05/15/26 at 100, | 1,115,000 | 1,305,754 | ||||||
|
| |||||||
Ohio — 2.1% | ||||||||
Ohio State GO, Series A, | 2,395,000 | 3,026,825 | ||||||
Ohio State, Infrastructure Improvement GO, Series A, | 1,000,000 | 1,174,220 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Ohio — (Continued) | ||||||||
Ohio Water Development Authority Water Pollution Control Loan Fund, Revenue, Series B, | 2,000,000 | 2,427,180 | ||||||
|
| |||||||
6,628,225 | ||||||||
|
| |||||||
Texas — 2.6% | ||||||||
Galveston County GO, CAB, | 2,630,000 | 2,276,896 | ||||||
Harris County GO, Series A, | 1,000,000 | 1,264,240 | ||||||
Houston Water and Sewer System Revenue, Unrefunded Balance CAB, Junior Series A, | 2,000,000 | 1,547,320 | ||||||
San Antonio Electric & Gas Revenue, Series A, | 2,000,000 | 2,102,500 | ||||||
Texas State Transportation Commission Mobility Fund GO, Callable 10/01/24 at 100, | 1,000,000 | 1,224,960 | ||||||
|
| |||||||
8,415,916 | ||||||||
|
|
The accompanying notes are an integral part of the financial statements.
15
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Washington — 0.1% | ||||||||
Clark County School District No 117 Camas, Callable 12/01/17 at 100, | 285,000 | 297,882 | ||||||
|
| |||||||
TOTAL MUNICIPAL BONDS | 316,425,798 | |||||||
|
| |||||||
Shares | ||||||||
REGISTERED INVESTMENT COMPANY — 0.7% |
| |||||||
Dreyfus Government Cash Management Fund, Institutional Shares,0.28%(a) | 2,383,776 | 2,383,776 | ||||||
TOTAL REGISTERED INVESTMENT COMPANY | 2,383,776 |
Value ($) | ||||
TOTAL INVESTMENTS - 98.8% | 318,809,574 | |||
OTHER ASSETS IN EXCESS | 3,877,397 | |||
|
| |||
NET ASSETS - 100.0% | $ | 322,686,971 | ||
|
|
(a) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
Portfolio holdings are subject to change at any time.
AGC | Assured Guaranty Corp. | |
AGM | Assured Guaranty Municipal Corp. | |
AGM-CR | Assured Guaranty Municipal Corp. Custodial Receipts | |
AMBAC | American Municipal Bond Assurance Corp. | |
AMT | Subject to Alternative Minimum Tax | |
BAM | Build America Mutual | |
BNYM | Bank of New York Mellon | |
CAB | Capital Appreciation Bond | |
ETM | Escrowed to Maturity | |
FGIC | Financial Guaranty Insurance Co. | |
FHLMC | Federal Home Loan Mortgage Corp. | |
FNMA | Federal National Mortgage Association | |
GNMA | Government National Mortgage Association | |
GO | General Obligation | |
IBC | Insurance Bond Certificate | |
NATL-RE | National Reinsurance Corp. |
The accompanying notes are an integral part of the financial statements.
16
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — 96.8% |
| |||||||
Alaska — 0.7% | ||||||||
Alaska State GO, Series A, | 500,000 | 533,680 | ||||||
|
| |||||||
Colorado — 0.7% | ||||||||
Boulder County Sales and Use Tax Revenue, Open Space, | 500,000 | 541,670 | ||||||
|
| |||||||
Connecticut — 0.7% | ||||||||
State Connecticut Special Tax Revenue, Series B, | 500,000 | 540,700 | ||||||
|
| |||||||
Florida — 0.9% | ||||||||
JEA Electric System Revenue, Sub-Series A, | 650,000 | 699,862 | ||||||
|
| |||||||
Georgia — 1.4% | ||||||||
Georgia State GO, Series I, | 1,000,000 | 1,042,330 | ||||||
|
| |||||||
Hawaii — 71.8% | ||||||||
Hawaii County GO, Anticipation Note, Series D, | 2,000,000 | 2,002,080 | ||||||
Hawaii County GO, Series A, | 120,000 | 128,322 | ||||||
Hawaii County GO, Series B, | 300,000 | 309,012 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State Airports System Revenue, AMT, | 260,000 | 300,103 | ||||||
Hawaii State Airports System Revenue, Refunding AMT, | 135,000 | 147,798 | ||||||
Hawaii State Airports System Revenue, Refunding, AMT, | 2,000,000 | 2,290,640 | ||||||
Hawaii State Airports System Revenue, Refunding, AMT, | 500,000 | 545,885 | ||||||
Hawaii State Department of Budget & Finance, Pacific Health Obligation, | 680,000 | 698,693 | ||||||
Hawaii State Department of Budget & Finance, Pacific Health Obligation, | 680,000 | 724,336 | ||||||
Hawaii State Department of Budget & Finance, Series A, | 2,000,000 | 2,030,140 | ||||||
Hawaii State Department of Budget & Finance, Series A, | 600,000 | 629,268 |
The accompanying notes are an integral part of the financial statements.
17
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State Department of Budget & Finance, Series A, Queens Health System, | 400,000 | 429,460 | ||||||
Hawaii State GO, Prerefunded Series DN, Callable 08/01/18 at 100, | 275,000 | 295,160 | ||||||
Hawaii State GO, Prerefunded Series EE, Callable 11/01/22 at 100, | 430,000 | 520,911 | ||||||
Hawaii State GO, Refunding | 500,000 | 541,995 | ||||||
Hawaii State GO, Refunding Series EF, Callable 11/01/22 at 100, | 960,000 | 1,162,963 | ||||||
Hawaii State GO, Refunding Series EZ, Callable 10/01/25 at 100, | 500,000 | 631,180 | ||||||
Hawaii State GO, Series FG, | 1,000,000 | 1,070,940 | ||||||
Hawaii State GO, Unrefunded Series EE, Callable 11/01/22 at | 70,000 | 84,799 | ||||||
Hawaii State GO, Refunding, Series EF, | 750,000 | 781,672 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State GO, Refunding, Series EF, | 500,000 | 540,430 | ||||||
Hawaii State GO, Refunding, Series EL, | 1,000,000 | 1,017,120 | ||||||
Hawaii State GO, Refunding, Series EP, | 500,000 | 554,000 | ||||||
Hawaii State GO, Refunding, Series EP, | 500,000 | 570,740 | ||||||
Hawaii State GO, Refunding, Series EP, | 1,000,000 | 1,201,690 | ||||||
Hawaii State GO, Series DQ, | 375,000 | 384,345 | ||||||
Hawaii State GO, Series DT, 5.00%, 11/01/17 | 200,000 | 208,446 | ||||||
Hawaii State GO, Series DT, | 150,000 | 167,562 | ||||||
Hawaii State GO, Series EA, | 1,000,000 | 1,113,630 | ||||||
Hawaii State GO, Series EA, | 1,000,000 | 1,184,470 | ||||||
Hawaii State GO, Series EE, | 1,020,000 | 1,177,050 |
The accompanying notes are an integral part of the financial statements.
18
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State GO, Series EH, Callable 08/01/23 at 100, | 1,000,000 | 1,217,240 | ||||||
Hawaii State GO, Unrefunded Balance, Series DJ, Callable 04/01/17 at 100, | 1,880,000 | 1,913,596 | ||||||
Hawaii State Highway Revenue, Refunding, Series B, | 750,000 | 777,322 | ||||||
Hawaii State Highway Revenue, Series A, | 325,000 | 326,765 | ||||||
Hawaii State Highway Revenue, Series A, | 995,000 | 1,031,248 | ||||||
Hawaii State Highway Revenue, Series A, | 500,000 | 561,575 | ||||||
Hawaii State Highway Revenue, Series A, | 1,000,000 | 1,156,420 | ||||||
Hawaii State Highway Revenue, Series A, | 1,000,000 | 1,115,890 | ||||||
Hawaii State Highway Revenue, Series B, | 500,000 | 535,775 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Hawaii State Housing Finance & Development Corp., Series A, | 550,000 | 554,620 | ||||||
Hawaii State Housing Finance & Development Corp., Series A, | 560,000 | 573,860 | ||||||
Honolulu City & County Board of Water Supply System Revenue, Refunding, Series A, | 500,000 | 612,305 | ||||||
Honolulu City & County Board of Water Supply System Revenue, Series A, | 320,000 | 363,299 | ||||||
Honolulu City & County Board of Water Supply System Revenue, Series A, | 650,000 | 776,529 | ||||||
Honolulu City & County GO, | 1,000,000 | 1,038,890 | ||||||
Honolulu City & County GO, | 25,000 | 26,448 | ||||||
Honolulu City & County GO, | 1,000,000 | 1,077,500 |
The accompanying notes are an integral part of the financial statements.
19
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County GO, Series A, | 1,500,000 | 1,620,045 | ||||||
Honolulu City & County GO, Series A, | 800,000 | 832,488 | ||||||
Honolulu City & County GO, Series A, | 1,000,000 | 1,056,050 | ||||||
Honolulu City & County GO, Series A, Prerefunded, | 175,000 | 185,036 | ||||||
Honolulu City & County GO, Series B, | 500,000 | 574,945 | ||||||
Honolulu City & County GO, Series D, Callable 09/01/19 at 100, | 1,000,000 | 1,116,700 | ||||||
Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series A, | 1,000,000 | 1,105,330 | ||||||
Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series A, | 1,000,000 | 1,140,330 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series A, | 1,000,000 | 1,171,740 | ||||||
Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Refunding, Senior Series B, | 700,000 | 755,384 | ||||||
Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Senior Series A, Callable 07/01/2022 at 100, | 500,000 | 600,645 | ||||||
Honolulu City & County Wastewater System Revenue, 1st Bond Resolution, Series-B, | 150,000 | 153,514 | ||||||
Honolulu City & County Wastewater System Revenue, Junior Series A, | 800,000 | 883,368 | ||||||
Honolulu City & County Wastewater System Revenue, Senior Series A, | 1,005,000 | 1,132,183 |
The accompanying notes are an integral part of the financial statements.
20
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Honolulu City & County Wastewater System Revenue, Senior Series B, | 1,250,000 | 1,532,550 | ||||||
Honolulu City & County Wastewater System Revenue, Senior 1st Bond Resolution, Series B, | 500,000 | 570,165 | ||||||
Honolulu City & County Wastewater System Revenue, Senior 1st Bond Resolution, Series B, | 500,000 | 563,275 | ||||||
Kauai County GO, Series A, | 150,000 | 151,722 | ||||||
Kauai County GO, Series A, | 295,000 | 314,272 | ||||||
Maui County GO, Series B, | 250,000 | 266,102 | ||||||
Maui County GO, Refunding, | 300,000 | 319,323 | ||||||
Maui County GO, Refunding, | 100,000 | 110,477 | ||||||
Maui County GO, Refunding, | 530,000 | 604,725 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Hawaii — (Continued) | ||||||||
Maui County GO, Refunding, | 200,000 | 234,924 | ||||||
University Of Hawaii Revenue, Refunding, Series B, | 500,000 | 576,445 | ||||||
University of Hawaii Revenue, Series A, | 230,000 | 234,738 | ||||||
|
| |||||||
54,910,598 | ||||||||
|
| |||||||
Idaho — 1.4% | ||||||||
Madison County School District No 321 Rexburg GO, Refunding, Series A, | 1,000,000 | 1,054,890 | ||||||
|
| |||||||
Indiana — 1.2% | ||||||||
Indiana Finance Authority Revenue, Refunding Facilities, 07/01/18 at 100, | 865,000 | 922,886 | ||||||
|
| |||||||
Iowa — 0.6% | ||||||||
University of Iowa Facilities Corp. Revenue, Medical Education & Biomed Research Facility, | 435,000 | 454,166 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
21
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Michigan — 0.1% | ||||||||
Michigan Municipal Bond Authority Revenue, Unrefunded Portion Clean Water Revolving, Callable 10/01/16 at 100, | 70,000 | 70,237 | ||||||
|
| |||||||
Missouri — 1.3% | ||||||||
Kansas City Special Obligation Refunding & Improvement Revenue, Series B, | 450,000 | 480,802 | ||||||
St Charles County School District No R-IV Wentzville GO, Refunding, | 500,000 | 535,140 | ||||||
|
| |||||||
1,015,942 | ||||||||
|
| |||||||
Nevada — 0.8% | ||||||||
Clark County GO, Refunding Infrastructure Improvement, Series B, | 585,000 | 614,929 | ||||||
|
| |||||||
New York — 0.7% | ||||||||
New York City GO, Series J, | 470,000 | 503,187 | ||||||
|
| |||||||
Oklahoma — 1.7% | ||||||||
Cleveland County Educational Facilities Authority Revenue, | 500,000 | 513,475 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Oklahoma — (Continued) | ||||||||
Cleveland County Educational Facilities Authority Revenue, | 500,000 | 531,320 | ||||||
Oklahoma Water Resources Board Loan Revenue, Series A, | 200,000 | 229,282 | ||||||
|
| |||||||
1,274,077 | ||||||||
|
| |||||||
Texas — 7.0% | ||||||||
Austin City of Water & Wastewater System Revenue, Refunding, Series A, | 500,000 | 575,655 | ||||||
Bexar County GO, Edgewood Independent School District, Refunding, | 450,000 | 507,280 | ||||||
Carrollton City Improvement Revenue GO, | 870,000 | 954,451 | ||||||
Dallas Independent School District GO, Refunding, Series A, | 1,000,000 | 1,108,640 | ||||||
Harris County GO, Refunding Road, Series A, | 1,000,000 | 1,147,230 |
The accompanying notes are an integral part of the financial statements.
22
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Texas — (Continued) | ||||||||
Ysleta Independent School District GO, Refunding, | 1,000,000 | 1,080,130 | ||||||
|
| |||||||
5,373,386 | ||||||||
|
| |||||||
Washington — 3.6% | ||||||||
County of King GO, Callable 06/01/23 at 100, | 1,000,000 | 1,215,540 | ||||||
Klickitat County Public Utility District No 1, Unrefunded, Series B, Callable 12/01/19 at 100, | 185,000 | 185,659 | ||||||
Snohomish County School District GO, Callable 12/01/16 at 100, | 200,000 | 200,682 | ||||||
Washington State, GO Various Purpose, Series D, | 1,000,000 | 1,186,410 | ||||||
|
| |||||||
2,788,291 | ||||||||
|
| |||||||
Wisconsin — 2.2% | ||||||||
Milwaukee City GO, Promissory & Corporate Notes, Series N2, | 400,000 | 453,040 |
Principal | ||||||||
Amount ($) | Value ($) | |||||||
MUNICIPAL BONDS — (Continued) |
| |||||||
Wisconsin — (Continued) |
| |||||||
Wisconsin State GO, Refunding, Series | 1,000,000 | 1,210,140 | ||||||
|
| |||||||
1,663,180 | ||||||||
|
| |||||||
TOTAL MUNICIPAL BONDS | 74,004,011 | |||||||
|
| |||||||
Shares | ||||||||
REGISTERED INVESTMENT COMPANY — 2.1% |
| |||||||
Dreyfus Government Cash Management Fund, Institutional Shares,0.28%(a) | 1,593,551 | 1,593,551 | ||||||
|
| |||||||
TOTAL REGISTERED INVESTMENT COMPANY | 1,593,551 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 98.9% | 75,597,562 | |||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 1.1% | 876,915 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 76,474,477 | ||||||
|
|
(a) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
23
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
AGM | Assured Guaranty Municipal Corp. | |
AMBAC | American Municipal Bond Assurance Corp. | |
AMT | Alternative Minimum Tax | |
FNMA | Federal National Mortgage Association | |
GNMA | Government National Mortgage Association | |
GO | General Obligation | |
ID SLSTAX GTY | Idaho Sales Tax Guaranty | |
MAC | Municipal Assurance Corp | |
NATL-RE | National Reinsurance Corp. | |
NATL SCH BN GTY | National School Board Guarantee | |
PSF-GTD | Permanent School Fund Guaranteed | |
ST AID DIR DEP | State Aid Direct Deposit |
The accompanying notes are an integral part of the financial statements.
24
PACIFIC CAPITAL FUNDS
Statements of Assets and Liabilities
October 31, 2016
(Unaudited)
Pacific Capital | ||||||||||
Tax-Free | ||||||||||
Pacific Capital | Short | |||||||||
Tax-Free | Intermediate | |||||||||
Securities | Securities | |||||||||
Fund | Fund | |||||||||
Assets | ||||||||||
Investments, at value (Cost $306,754,639 and $74,402,020, respectively) | $ | 318,809,574 | $ | 75,597,562 | ||||||
Receivable for investments sold | 5,479 | — | ||||||||
Receivable for capital shares sold | 569,465 | 152,248 | ||||||||
Dividends and interest receivable | 3,717,179 | 913,449 | ||||||||
Prepaid expenses and other assets | 30,155 | 13,512 | ||||||||
|
|
|
| |||||||
Total assets | 323,131,852 | 76,676,771 | ||||||||
|
|
|
| |||||||
Liabilities | ||||||||||
Payable for capital shares redeemed | 285,313 | 149,857 | ||||||||
Due to Custodian | 10,321 | 3,356 | ||||||||
Payable for distributions to shareholders | 84,254 | 10,424 | ||||||||
Payable for administration and accounting fees | 24,060 | 13,474 | ||||||||
Payable for transfer agent fees | 6,628 | 4,296 | ||||||||
Accrued expenses | 34,305 | 20,887 | ||||||||
|
|
|
| |||||||
Total liabilities | 444,881 | 202,294 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 322,686,971 | $ | 76,474,477 | ||||||
|
|
|
| |||||||
Net Assets Consist of: | ||||||||||
Capital stock, $0.01 par value | $ | 312,310 | $ | 74,805 | ||||||
Paid-in capital | 312,211,109 | 75,054,644 | ||||||||
Undistributed net investment income (loss) | (13,786 | ) | 107 | |||||||
Accumulated net realized gain/(loss) from investments | (1,877,597 | ) | 149,379 | |||||||
Net unrealized appreciation on investments | 12,054,935 | 1,195,542 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 322,686,971 | $ | 76,474,477 | ||||||
|
|
|
| |||||||
Class Y: | ||||||||||
Outstanding shares | 31,230,993 | 7,480,499 | ||||||||
|
|
|
| |||||||
Net asset value, offering and redemption price per share | $ | 10.33 | $ | 10.22 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
25
PACIFIC CAPITAL FUNDS
Statements of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Pacific Capital Tax-Free Securities Fund | Pacific Capital Tax-Free Short Intermediate Securities Fund | |||||||||
Investment Income | ||||||||||
Interest | $ | 3,948,754 | $ | 597,790 | ||||||
|
|
|
| |||||||
Total investment income | 3,948,754 | 597,790 | ||||||||
|
|
|
| |||||||
Expenses | ||||||||||
Advisory fees (Note 2) | 317,847 | 82,065 | ||||||||
Administration and accounting fees (Note 2) | 44,225 | 24,651 | ||||||||
Trustees’ and officers’ fees (Note 2) | 22,378 | 20,960 | ||||||||
Legal fees | 18,442 | 4,565 | ||||||||
Audit fees | 13,680 | 14,297 | ||||||||
Custodian fees (Note 2) | 12,843 | 8,458 | ||||||||
Transfer agent fees (Note 2) | 12,212 | 11,274 | ||||||||
Printing and shareholder reporting fees | 9,614 | 3,112 | ||||||||
Registration and filing fees | 859 | 1,060 | ||||||||
Other expenses | 21,179 | 9,376 | ||||||||
|
|
|
| |||||||
Total expenses before waivers and reimbursements | 473,279 | 179,818 | ||||||||
|
|
|
| |||||||
Less: waivers and reimbursements (Note 2) | (317,847 | ) | (82,065 | ) | ||||||
|
|
|
| |||||||
Net expenses after waivers and reimbursements | 155,432 | 97,753 | ||||||||
|
|
|
| |||||||
Net investment income | 3,793,322 | 500,037 | ||||||||
|
|
|
| |||||||
Net realized and unrealized gain/(loss) from investments: | ||||||||||
Net realized gain/(loss) from investments | (39,871 | ) | 136,184 | |||||||
Net change in unrealized depreciation on investments | (2,574,704 | ) | (488,700 | ) | ||||||
|
|
|
| |||||||
Net realized and unrealized loss on investments | (2,614,575 | ) | (352,516 | ) | ||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | $ | 1,178,747 | $ | 147,521 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
26
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Statements of Changes in Net Assets
Six Months | ||||||||||
Ended | Year | |||||||||
October 31, 2016 | Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(Decrease) in Net Assets from Operations: | ||||||||||
Net investment income | $ | 3,793,322 | $ | 6,660,736 | ||||||
Net realized loss from investments | (39,871 | ) | (93,995 | ) | ||||||
Net change in unrealized appreciation/(depreciation) on investments | (2,574,704 | ) | 4,465,093 | |||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 1,178,747 | 11,031,834 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income | (3,807,199 | ) | (6,660,645 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (3,807,199 | ) | (6,660,645 | ) | ||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 24,798,741 | 84,856,578 | ||||||||
|
|
|
| |||||||
Total increase in net assets | 22,170,289 | 89,227,767 | ||||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 300,516,682 | 211,288,915 | ||||||||
|
|
|
| |||||||
End of period | $ | 322,686,971 | $ | 300,516,682 | ||||||
|
|
|
| |||||||
Undistributed net investment income/(loss), end of period | $ | (13,786 | ) | $ | 91 | |||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
27
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Statements of Changes in Net Assets
Six Months Ended October 31, 2016 (Unaudited) | Year Ended April 30, 2016 | |||||||||
Increase/(Decrease) in Net Assets from Operations: | ||||||||||
Net investment income | $ | 500,037 | $ | 1,364,293 | ||||||
Net realized gain from investments | 136,184 | 231,043 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | (488,700 | ) | 649,670 | |||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 147,521 | 2,245,006 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income | (499,979 | ) | (1,364,293 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (499,979 | ) | (1,364,293 | ) | ||||||
|
|
|
| |||||||
Decrease in Net Assets Derived from Capital Share Transactions (Note 4) | (13,611,380 | ) | (42,936,644 | ) | ||||||
|
|
|
| |||||||
Total decrease in net assets | (13,963,838 | ) | (42,055,931 | ) | ||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 90,438,315 | 132,494,246 | ||||||||
|
|
|
| |||||||
End of period | $ | 76,474,477 | $ | 90,438,315 | ||||||
|
|
|
| |||||||
Undistributed net investment income, end of period | $ | 107 | $ | 49 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
28
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Securities Fund
Financial Highlights
Contained below is per share operating performance data for Class Y Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
For the | ||||||||||||||||||||||||
Six Months | For the | For the | For the | For the | For the | |||||||||||||||||||
Ended | Year | Year | Year | Year | Year | |||||||||||||||||||
October 31, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||
2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||
Class Y Shares | (Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.41 | $ | 10.24 | $ | 10.18 | $ | 10.51 | $ | 10.41 | $ | 9.92 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net investment income | 0.13 | 0.30 | 0.33 | 0.33 | 0.34 | 0.38 | ||||||||||||||||||
Net realized and unrealized gain/(loss) from investments | (0.08 | ) | 0.17 | 0.06 | (0.33 | ) | 0.11 | 0.49 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net increase in net assets resulting from operations | 0.05 | 0.47 | 0.39 | — | 0.45 | 0.87 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||
Net investment income | (0.13 | ) | (0.30 | ) | (0.33 | ) | (0.33 | ) | (0.35 | ) | (0.38 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 10.33 | $ | 10.41 | $ | 10.24 | $ | 10.18 | $ | 10.51 | $ | 10.41 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total investment return(1) | 0.44 | % | 4.63 | % | 3.87 | % | 0.11 | % | 4.40 | % | 8.92 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 322,687 | $ | 300,517 | $ | 211,289 | $ | 218,771 | $ | 303,624 | $ | 251,290 | ||||||||||||
Ratio of expenses to average net assets | 0.10 | %* | 0.10 | % | 0.12 | % | 0.11 | % | 0.10 | % | 0.15 | % | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(2) | 0.30 | %* | 0.30 | % | 0.32 | % | 0.31 | % | 0.30 | % | 0.35 | % | ||||||||||||
Ratio of net investment income to average net assets | 2.39 | %* | 2.87 | % | 3.21 | % | 3.30 | % | 3.28 | % | 3.71 | % | ||||||||||||
Portfolio turnover rate | 8.20 | %** | 17.57 | % | 16.60 | % | 5.35 | % | 14.78 | % | 29.36 | % |
* | Annualized. |
** | Not Annualized. |
(1) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(2) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
The accompanying notes are an integral part of the financial statements.
29
PACIFIC CAPITAL FUNDS
Pacific Capital Tax-Free Short Intermediate Securities Fund
Financial Highlights
Contained below is per share operating performance data for Class Y Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
For the | ||||||||||||||||||||||||||||||
Six Months | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
Ended | Year | Year | Year | Year | Year | |||||||||||||||||||||||||
October 31, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||||
2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||||
Class Y Shares | (Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.27 | $ | 10.19 | $ | 10.17 | $ | 10.30 | $ | 10.33 | $ | 10.28 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net investment income | 0.06 | 0.12 | 0.10 | 0.12 | 0.17 | 0.19 | ||||||||||||||||||||||||
Net realized and unrealized gain/(loss) from investments | (0.05 | ) | 0.08 | 0.02 | (0.13 | ) | (0.03 | ) | 0.05 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.01 | 0.20 | 0.12 | (0.01 | ) | 0.14 | 0.24 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | (0.06 | ) | (0.12 | ) | (0.10 | ) | (0.12 | ) | (0.17 | ) | (0.19 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net asset value, end of period | $ | 10.22 | $ | 10.27 | $ | 10.19 | $ | 10.17 | $ | 10.30 | $ | 10.33 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total investment return(1) | 0.13 | % | 1.93 | % | 1.23 | % | (0.09 | )% | 1.39 | % | 2.37 | % | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 76,474 | $ | 90,438 | $ | 132,494 | $ | 108,671 | $ | 62,564 | $ | 52,442 | ||||||||||||||||||
Ratio of expenses to average net assets | 0.24 | %* | 0.15 | % | 0.13 | % | 0.19 | % | 0.25 | % | 0.30 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(2) | 0.44 | %* | 0.35 | % | 0.33 | % | 0.39 | % | 0.45 | % | 0.50 | % | ||||||||||||||||||
Ratio of net investment income to average net assets | 1.22 | %* | 1.12 | % | 1.02 | % | 1.15 | % | 1.62 | % | 1.86 | % | ||||||||||||||||||
Portfolio turnover rate | 6.29 | %** | 18.87 | % | 24.07 | % | 26.98 | % | 23.97 | % | 40.55 | % |
* | Annualized. |
** | Not Annualized. |
(1) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(2) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
The accompanying notes are an integral part of the financial statements.
30
PACIFIC CAPITAL FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Pacific Capital Tax-Free Securities Fund and Pacific Capital Tax-Free Short Intermediate Securities Fund (each a “Fund” and together the “Funds”) are non-diversified open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Funds are each a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds are each authorized to issue and offer Class Y shares.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — Each Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by each Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
31
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• Level 3 — | significant unobservable inputs (including a Fund’s own assumptions in determining the fair value of investments). |
The fair value of a Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Funds’ investments carried at fair value:
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Level 1 | Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
Funds | 10/31/16 | Price | Inputs | Inputs | ||||||||||||
Pacific Capital Tax-Free Securities Fund | ||||||||||||||||
Municipal Bonds | $ | 316,425,798 | $ | — | $ | 316,425,798 | $ | — | ||||||||
Registered Investment Company | 2,383,776 | 2,383,776 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 318,809,574 | $ | 2,383,776 | $ | 316,425,798 | $ | — | ||||||||
|
|
|
|
|
|
|
| |||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | ||||||||||||||||
Municipal Bonds | $ | 74,004,011 | $ | — | $ | 74,004,011 | $ | — | ||||||||
Registered Investment Company | 1,593,551 | 1,593,551 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 75,597,562 | $ | 1,593,551 | $ | 74,004,011 | $ | — | ||||||||
|
|
|
|
|
|
|
|
32
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of a Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values a Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds have an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds have an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund.
33
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by a Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is each Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to such Fund’s shareholders, which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, a Fund may enter into contracts that provide general indemnifications. A Fund’s maximum exposure under these arrangements is dependent on claims that may be made against it in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
Investment advisory services are provided to the Funds by the Asset Management Group of Bank of Hawaii (the “Adviser”). Under terms of an advisory agreement, each Fund is charged an annual fee of 0.20% which is computed daily and paid monthly based upon average daily net assets. The Adviser has agreed to waive its advisory fee (the “Waiver”). The Waiver will remain in effect until August 31, 2017. The Waiver may not be terminated at any time prior to that date without the consent of the Board of Trustees of FundVantage Trust (the “Trust”).
Fee rates for the period May 1, 2016 through October 31, 2016, were as follows:
Net Annual | ||||
Fees Paid After | ||||
Maximum Annual | Contractual | |||
Advisory Fee | Waivers | |||
Pacific Capital Tax-Free Securities Fund | 0.20% | 0.00% | ||
Pacific Capital Tax-Free Short Intermediate Securities Fund | 0.20% | 0.00% |
34
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of each Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $17,362 for the Pacific Capital Tax-Free Securities Fund and $5,634 for the Pacific Capital Tax-Free Short Intermediate Securities Fund. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:
Purchases | Sales | |||||||
Pacific Capital Tax-Free Securities Fund | $ | 56,066,452 | $ | 25,902,221 |
35
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Purchases | Sales | |||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | 5,005,415 | 20,044,935 |
The Funds are permitted to purchase or sell securities from or to certain other affiliated funds under specified conditions outlined in the procedures adopted by the Board of Trustees of the Funds. The procedures have been designed to provide assurances that any purchase or sale of securities by the Funds from or to another fund that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment adviser), common Trustees and/or common officers complies with Rule 17a-7 under the 1940 act. Further, as defined under the procedures, each transaction is effective at the current market price.
For the six months ended October 31, 2016, the Funds engaged in security transactions with affiliated funds with proceeds from sales of $5,886,975 and net realized gain from sales of $135,072.
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Pacific Capital Tax-Free Securities Fund | ||||||||||||||||
Class Y | ||||||||||||||||
Sales | 3,708,396 | $ | 38,767,628 | 11,866,463 | $ | 122,287,522 | ||||||||||
Reinvestments | 3,265 | 34,167 | 8,557 | 87,884 | ||||||||||||
Redemptions | (1,338,774 | ) | (14,003,054 | ) | (3,654,433 | ) | (37,518,828 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | 2,372,887 | $ | 24,798,741 | 8,220,587 | $ | 84,856,578 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | ||||||||||||||||
Class Y | ||||||||||||||||
Sales | 696,338 | $ | 7,159,936 | 1,972,508 | $ | 20,160,254 | ||||||||||
Reinvestments | 242 | 2,482 | 626 | 6,396 | ||||||||||||
Redemptions | (2,022,452 | ) | (20,773,798 | ) | (6,171,817 | ) | (63,103,294 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease | (1,325,872 | ) | $ | (13,611,380 | ) | (4,198,683 | ) | $ | (42,936,644 | ) | ||||||
|
|
|
|
|
|
|
|
36
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
5. Federal Tax Information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
The tax character of distributions paid during the year ended April 30, 2016, were as follows:
Net | Net | Total | Tax | Total | ||||||||||||||
Investment | Long-Term | Taxable | Exempt | Distributions | ||||||||||||||
Income | Capital Gains | Distributions | Distributions | Paid* | ||||||||||||||
Pacific Capital Tax-Free Securities Fund | $18,858 | $— | $18,858 | $6,636,132 | $6,654,990 | |||||||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | 163 | — | 163 | 1,365,325 | 1,365,488 |
* | Distributions will not tie to Statement of Changes because distributions are recognized when actually paid for tax purposes. |
Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed | Qualified | Undistributed | ||||||||||||||||||||||||||||
Tax-Exempt | Late-Year | Long-Term | Distributions | Capital Loss | Unrealized | |||||||||||||||||||||||||
Income | Losses | Capital Gains | Payable | Carryforwards | Appreciation | |||||||||||||||||||||||||
Pacific Capital Tax-Free Securities Fund | $ | 61,983 | $ | (882 | ) | $ | — | $ | (61,891 | ) | $ | (1,836,843 | ) | $ | 14,629,639 | |||||||||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | 10,030 | — | 13,196 | (9,981 | ) | — | 1,684,242 |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
37
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The cost for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation as of October 31, 2016 is as follows:
Tax Cost of | Unrealized | Unrealized | Net Unrealized | |||||||||||||||||
Securities* | Appreciation | Depreciation | Appreciation | |||||||||||||||||
Pacific Capital Tax-Free Securities Fund | $ | 306,754,639 | $ | 12,982,485 | $ | (927,550 | ) | $ | 12,054,935 | |||||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | 74,402,020 | 1,222,611 | (27,069 | ) | 1,195,542 |
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Funds deferred to May 1, 2016 the following losses:
Short-Term | Long-Term | |||||||||
Capital Loss Deferral | Capital Loss Deferral | |||||||||
Pacific Capital Tax-Free Securities Fund | $237 | $645 | ||||||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | — | — |
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.
As of April 30, 2016, the Funds had pre-enactment net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by Treasury regulations. To the extent that these carryforwards are used to offset future capital gains, it is probable that the gains that are offset will not be distributed to shareholders.
38
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Expires April 30,2018 | |||||
Pacific Capital Tax-Free Securities Fund | $237,475 | ||||
Pacific Capital Tax-Free Short Intermediate Securities Fund | — |
As of April 30, 2016, the Funds’ post-enactment capital loss carryforward which were short-term losses and long-term losses and had an unlimited period of capital loss carryover were as follows:
Post-Enactment | ||||||||||
Unlimited Period of Net | ||||||||||
Capital Loss Carryforward | ||||||||||
Short-Term | Long-Term | |||||||||
Pacific Capital Tax Free Securities Fund | $ | 602,544 | $ | 996,824 | ||||||
Pacific Capital Tax Free Short Intermediate Securities Fund | — | — |
6. Concentration of Credit Risk
The Funds primarily invest in debt obligations issued by the state of Hawaii and its political subdivisions, agencies, and public authorities to obtain funds for various public purposes. The Funds are more susceptible to factors adversely affecting issues of Hawaii municipal securities than is a municipal bond fund that is not concentrated in these issuers to the same extent.
7. Debt Investment Risk
Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
39
PACIFIC CAPITAL FUNDS
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
8. Subsequent Events
Management has evaluated the impact of all subsequent events on the Funds through the date that the financial statements were issued, and has determined that there were no following subsequent events requiring recognition or disclosure in the financial statements.
40
PACIFIC CAPITAL FUNDS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 678-6034 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
41
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[THIS PAGE INTENTIONALLY LEFT BLANK.]
Investment Adviser
Asset Management Group of Bank of Hawaii
130 Merchant Street, Suite 370
Honolulu, HI 96813
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
PAC-1016
of
FundVantage Trust
Pacific Capital Tax-Free Securities
Fund
Pacific Capital Tax-Free Short
Intermediate Securities Fund
SEMI-ANNUAL REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Pacific Capital Funds. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Pacific Capital Funds.
PEMBERWICK FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||||||
Six Months† | 1 Year | 3 Year | 5 Year | Since Inception* | ||||||||||||
Pemberwick Fund | 0.46% | 1.06% | 0.86% | 1.37% | 1.20% | |||||||||||
Barclays Capital 1-3 Year Government/Credit Index | 0.31% | 1.10% | 0.95% | 1.07% | 1.29% |
† | Not Annualized. |
* | The Pemberwick Fund (the “Fund”) commenced operations on February 1, 2010. Benchmark performance is from the commencement date of the Fund only and is not the commencement date of the benchmark itself. The benchmark does not reflect any expenses or transaction costs. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 447-4785.The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
The Fund’s “Total Annual Fund Operating Expenses” as stated in the current prospectus dated September 1, 2016, are 0.74% of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Pemberwick voluntarily waives 35 basis points of the annual investment advisory fee Pemberwick is entitled to receive from the Fund pursuant to the advisory agreement between Pemberwick and the Fund. Such waiver will continue until Pemberwick notifies the Fund of a change in its voluntary waiver or its discontinuation. This waiver is not reflected in the table above and may be discontinued at any time at the discretion of Pemberwick. Total returns reflect the waiver of advisory fees. Had these waivers not been in effect, performance quoted would have been lower.
The Fund intends to evaluate performance as compared to that of the Barclays Capital 1-3 Year Government/Credit Index. The Barclays Capital 1-3 Year Government/Credit Index is an unmanaged market index and should not be considered indicative of any Pemberwick investment. It is impossible to invest directly in an index.
All mutual fund investing involves risk, including possible loss of principal. The Fund is subject to the risks of the fixed-income securities held in its portfolio such as credit, prepayment and interest rate risk. As interest rates rise, the value of bond prices will decline and an investor may lose money. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few issuers or sectors. The Fund could fluctuate in value more than a diversified fund.
1
PEMBERWICK FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016, through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
2
PEMBERWICK FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Pemberwick Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period* | |||||||||||||
Actual | $1,000.00 | $1,004.60 | $2.02 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,023.19 | 2.04 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 0.40% for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184) then divided by 365 days. The Fund’s ending account values on the first line in each table are based on the actual six-month total return for the Fund of 0.46%. |
3
PEMBERWICK FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by security type of the portfolio holdings of the Fund:
% of Net | ||||||||
Assets | Value | |||||||
SECURITY TYPE: | ||||||||
Corporate Bonds and Notes | 59.8 | % | $ | 102,857,187 | ||||
U.S. Treasury Obligations | 22.4 | 38,503,820 | ||||||
U.S. Government Agency Obligations | 2.5 | 4,379,355 | ||||||
Collateralized Mortgage Obligations | 1.0 | 1,716,994 | ||||||
Other Assets In Excess of Liabilities | 14.3 | 24,619,415 | ||||||
|
|
|
| |||||
NET ASSETS | 100.0 | % | $ | 172,076,771 | ||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
PEMBERWICK FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — 59.8% |
| |||||||
Basic Materials — 0.0% | ||||||||
Praxair, Inc. | 15,000 | 14,994 | ||||||
Praxair, Inc. | 30,000 | 30,000 | ||||||
|
| |||||||
44,994 | ||||||||
|
| |||||||
Communications — 3.7% | ||||||||
AT&T, Inc. | 15,000 | 15,008 | ||||||
AT&T, Inc. | 2,000,000 | 2,020,130 | ||||||
Cisco Systems, Inc. | 25,000 | 27,017 | ||||||
Cisco Systems, Inc. | 105,000 | 106,819 | ||||||
eBay, Inc. | 50,000 | 50,037 | ||||||
Verizon Communications, Inc. | 3,000,000 | 3,027,255 | ||||||
Walt Disney Co. (The) | 17,000 | 17,013 | ||||||
Walt Disney Co. (The) | 30,000 | 31,634 | ||||||
Walt Disney Co. (The) | 17,000 | 17,181 | ||||||
Walt Disney Co. (The) | 1,000,000 | 1,000,380 | ||||||
|
| |||||||
6,312,474 | ||||||||
|
| |||||||
Consumer, Cyclical — 1.3% | ||||||||
Home Depot, Inc. (The) | 30,000 | 30,537 | ||||||
Mcdonald’s Corp. | 25,000 | 25,416 |
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Consumer, Cyclical — (Continued) |
| |||||||
Mcdonald’s Corp. | 10,000 | 10,535 | ||||||
Toyota Motor Credit Corp. | 30,000 | 30,041 | ||||||
Toyota Motor Credit Corp. | 25,000 | 25,318 | ||||||
Toyota Motor Credit Corp. | 68,000 | 69,166 | ||||||
VF Corp. | 35,000 | 36,580 | ||||||
Volkswagen International Finance NV | 2,000,000 | 1,997,196 | ||||||
Wal-Mart Stores, Inc. | 30,000 | 30,019 | ||||||
Wal-Mart Stores, Inc. | 40,000 | 40,041 | ||||||
|
| |||||||
2,294,849 | ||||||||
|
| |||||||
Consumer, Non-cyclical — 3.2% |
| |||||||
Amgen, Inc. | 1,000,000 | 1,001,177 | ||||||
Anheuser-busch Inbev Finance, Inc. | 2,000,000 | 2,001,456 | ||||||
Coca-cola Co. (The) | 30,000 | 30,220 | ||||||
Coca-cola Co. (The) | 20,000 | 20,098 | ||||||
Danaher Corp. | 25,000 | 25,564 | ||||||
Diageo Capital PLC | 2,000,000 | 2,092,180 | ||||||
Glaxosmithkline Capital PLC | 15,000 | 15,039 |
The accompanying notes are an integral part of the financial statements.
5
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Consumer, Non-cyclical — (Continued) |
| |||||||
Glaxosmithkline Capital, Inc. | 15,000 | 15,960 | ||||||
Johnson & Johnson | 54,000 | 54,003 | ||||||
Johnson & Johnson | 30,000 | 30,048 | ||||||
Pepsico, Inc. | 30,000 | 30,019 | ||||||
Pepsico, Inc. | 15,000 | 15,080 | ||||||
Pepsico, Inc. | 60,000 | 61,101 | ||||||
Procter & Gamble Co. (The) | 60,000 | 59,877 | ||||||
|
| |||||||
5,451,822 | ||||||||
|
| |||||||
Energy — 2.2% | ||||||||
BP Capital Markets PLC | 3,150,000 | 3,161,359 | ||||||
Chevron Corp. | 15,000 | 15,002 | ||||||
Chevron Corp. | 50,000 | 50,091 | ||||||
Chevron Corp. | 35,000 | 35,247 | ||||||
Chevron Corp. | 50,000 | 50,442 | ||||||
Chevron Corp. | 20,000 | 21,595 | ||||||
Conocophillips | 25,000 | 27,123 | ||||||
Conocophillips | 20,000 | 22,468 | ||||||
Conocophillips Co. | 30,000 | 30,035 |
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Energy — (Continued) | ||||||||
Eog Resources, Inc. | 15,000 | 16,440 | ||||||
Exxon Mobil Corp. | 50,000 | 50,153 | ||||||
Exxon Mobil Corp. | 100,000 | 101,149 | ||||||
Occidental Petroleum Corp. | 60,000 | 60,230 | ||||||
Phillips 66 | 25,000 | 25,258 | ||||||
Statoil ASA | 30,000 | 30,006 | ||||||
Statoil ASA | 10,000 | 10,634 | ||||||
Statoil ASA | 10,000 | 10,101 | ||||||
Statoil ASA | 15,000 | 16,333 | ||||||
|
| |||||||
3,733,666 | ||||||||
|
| |||||||
Financial — 39.4% | ||||||||
American Express Bank FSB | 405,000 | 405,199 | ||||||
American Express Bank FSB | 950,000 | 988,067 | ||||||
American Express Credit Corp. | 2,025,000 | 2,026,316 | ||||||
American Express Credit Corp. | 500,000 | 503,766 |
The accompanying notes are an integral part of the financial statements.
6
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Financial — (Continued) | ||||||||
American Express Credit Corp. | 95,000 | 96,655 | ||||||
American Honda Finance Corp. | 500,000 | 506,196 | ||||||
Bank Of America Corp. | 50,000 | 52,019 | ||||||
Bank of America Corp. | 1,625,000 | 1,698,312 | ||||||
Bank Of America Corp. | 60,000 | 61,151 | ||||||
Bank Of New York Mellon Corp. (The) | 59,000 | 59,980 | ||||||
Bank Of New York Mellon Corp. (The) | 30,000 | 32,602 | ||||||
Bank Of New York Mellon Corp. (The) | 35,000 | 35,639 | ||||||
Bank Of Nova Scotia (The) | 325,000 | 325,087 | ||||||
Bank Of Nova Scotia (The) | 2,000,000 | 2,002,742 | ||||||
Bank Of Nova Scotia (The) | 1,000,000 | 1,007,666 | ||||||
Berkshire Hathaway Finance Corp. | 8,000 | 8,009 | ||||||
Berkshire Hathaway Finance Corp. | 60,000 | 63,787 | ||||||
Berkshire Hathaway, Inc. | 100,000 | 100,474 |
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Financial — (Continued) |
| |||||||
Blackrock, Inc. | 75,000 | 82,848 | ||||||
Boston Properties LP | 15,000 | 15,572 | ||||||
Capital One Bank USA NA | 6,592,000 | 6,591,901 | ||||||
Capital One NA | 1,000,000 | 999,132 | ||||||
Capital One NA | 500,000 | 504,816 | ||||||
Caterpillar Financial Services Corp. | 20,000 | 20,070 | ||||||
Caterpillar Financial Services Corp. | 25,000 | 25,192 | ||||||
Caterpillar Financial Services Corp. | 15,000 | 15,229 | ||||||
Caterpillar Financial Services Corp. | 20,000 | 20,373 | ||||||
Charles Schwab Corp. (The) | 40,000 | 40,584 | ||||||
Chubb Corp. (The) | 35,000 | 37,334 | ||||||
Credit Suisse | 1,000,000 | 1,000,210 | ||||||
Credit Suisse | 3,900,000 | 3,907,313 | ||||||
Credit Suisse | 1,000,000 | 1,000,738 | ||||||
Credit Suisse | 1,000,000 | 1,000,457 |
The accompanying notes are an integral part of the financial statements.
7
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Financial — (Continued) | ||||||||
Credit Suisse | 1,000,000 | 999,682 | ||||||
Daimler Finance North America, LLC | 1,000,000 | 1,000,411 | ||||||
Deutsche Bank AG | 709,000 | 727,235 | ||||||
General Electric Co. | 110,000 | 110,405 | ||||||
General Electric Co. | 75,000 | 75,955 | ||||||
General Electric Co. | 80,000 | 85,312 | ||||||
General Electric Co. | 20,000 | 22,359 | ||||||
General Electric Co. Callable 06/15/2022 at 100.0 | 1,234,000 | 1,257,909 | ||||||
Goldman Sachs Group, Inc. (The) | 950,000 | 987,829 | ||||||
Goldman Sachs Group, Inc. (The) | 30,000 | 31,857 | ||||||
Goldman Sachs Group, Inc. (The) | 4,240,000 | 4,276,477 | ||||||
Goldman Sachs Group, Inc. (The) | 130,000 | 146,235 | ||||||
HSBC USA, Inc. | 2,000,000 | 2,001,034 | ||||||
HSBC USA, Inc. | 1,000,000 | 1,001,496 |
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Financial — (Continued) |
| |||||||
HSBC USA, Inc. | 1,000,000 | 1,001,714 | ||||||
John Deere Capital Corp. | 50,000 | 50,080 | ||||||
John Deere Capital Corp. | 40,000 | 40,197 | ||||||
John Deere Capital Corp. | 18,000 | 18,090 | ||||||
John Deere Capital Corp. | 20,000 | 20,145 | ||||||
John Deere Capital Corp. | 500,000 | 503,963 | ||||||
Morgan Stanley | 4,000,000 | 4,160,764 | ||||||
Morgan Stanley | 2,725,000 | 2,754,534 | ||||||
National City Bank | 4,000,000 | 4,002,352 | ||||||
National City Bank | 2,075,000 | 2,075,185 | ||||||
National Rural Utilities Cooperative Finance Corp. | 50,000 | 52,562 | ||||||
PACCAR Financial Corp. | 30,000 | 30,083 | ||||||
PACCAR Financial Corp. | 30,000 | 30,085 | ||||||
PACCAR Financial Corp. | 12,000 | 11,990 | ||||||
PNC Bank NA | 2,500,000 | 2,574,473 | ||||||
State Street Corp. | 15,000 | 15,319 |
The accompanying notes are an integral part of the financial statements.
8
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Financial — (Continued) |
| |||||||
State Street Corp. | 92,000 | 92,131 | ||||||
State Street Corp. | 25,000 | 25,047 | ||||||
Toyota Motor Credit Corp. | 40,000 | 40,674 | ||||||
Travelers Cos, Inc. (The) | 50,000 | 54,209 | ||||||
UBS AG | 2,000,000 | 1,999,328 | ||||||
UBS AG | 2,750,000 | 2,761,391 | ||||||
US Bancorp | 75,000 | 76,478 | ||||||
US Bank NA | 2,368,000 | 2,371,275 | ||||||
Wachovia Corp. | 440,000 | 463,020 | ||||||
Wells Fargo & Co. | 2,000,000 | 2,004,298 | ||||||
Wells Fargo & Co. | 50,000 | 52,306 | ||||||
Wells Fargo & Co. | 127,000 | 127,438 | ||||||
Wells Fargo & Co. | 200,000 | 201,584 | ||||||
Wells Fargo & Co. | 90,000 | 91,753 | ||||||
Wells Fargo & Co. | 60,000 | 65,911 | ||||||
Wells Fargo & Co. | 50,000 | 49,775 | ||||||
Wells Fargo Bank NA | 2,000,000 | 2,010,166 | ||||||
|
| |||||||
67,787,952 | ||||||||
|
|
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Health Care — 4.4% | ||||||||
AbbVie, Inc. | 3,000,000 | 3,011,460 | ||||||
AbbVie, Inc. | 2,000,000 | 2,007,044 | ||||||
Astrazeneca PLC | 2,000,000 | 2,081,022 | ||||||
Merck & Co., Inc. | 488,000 | 488,834 | ||||||
Merck & Co., Inc. | 14,000 | 14,162 | ||||||
Pfizer, Inc. | 50,000 | 50,016 | ||||||
|
| |||||||
7,652,538 | ||||||||
|
| |||||||
Industrial — 2.6% | ||||||||
Boeing Co. (The) | 50,000 | 49,910 | ||||||
Emerson Electric Co. | 45,000 | 49,406 | ||||||
General Dynamics Corp. | 2,030,000 | 2,029,145 | ||||||
Honeywell International, Inc. | 50,000 | 52,763 | ||||||
Honeywell International, Inc. | 25,000 | 27,054 | ||||||
Illinois Tool Works, Inc. | 31,000 | 30,986 | ||||||
Illinois Tool Works, Inc. | 50,000 | 50,665 | ||||||
Precision Castparts Corp. | 45,000 | 45,031 | ||||||
Stanley Black & Decker, Inc. | 1,000,000 | 1,017,331 | ||||||
United Parcel Service, Inc. | 30,000 | 30,054 |
The accompanying notes are an integral part of the financial statements.
9
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Industrial — (Continued) |
| |||||||
United Technologies Corp. | 1,000,000 | 1,004,000 | ||||||
|
| |||||||
4,386,345 | ||||||||
|
| |||||||
Technology — 2.7% | ||||||||
Apple, Inc. | 18,000 | 18,010 | ||||||
Apple, Inc. | 41,000 | 40,955 | ||||||
Apple, Inc. | 1,000,000 | 1,016,952 | ||||||
Apple, Inc. | 10,000 | 10,030 | ||||||
Apple, Inc. | 13,000 | 13,246 | ||||||
Apple, Inc. | 97,000 | 96,022 | ||||||
HP, Inc. | 1,500,000 | 1,505,856 | ||||||
HP, Inc. | 1,500,000 | 1,529,807 | ||||||
Intel Corp. | 50,000 | 53,292 | ||||||
Microsoft Corp. | 60,000 | 59,980 | ||||||
Microsoft Corp. | 34,000 | 34,138 | ||||||
Microsoft Corp. | 30,000 | 32,260 | ||||||
Microsoft Corp. | 45,000 | 44,573 | ||||||
National Semiconductor Corp. | 25,000 | 25,886 |
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Technology — (Continued) | ||||||||
Oracle Corp. | 15,000 | 15,325 | ||||||
Oracle Corp. | 130,000 | 129,580 | ||||||
|
| |||||||
4,625,912 | ||||||||
|
| |||||||
Utilities — 0.3% | ||||||||
DTE Electric Co. | 55,000 | 59,834 | ||||||
Duke Energy Carolinas, LLC | 35,000 | 36,674 | ||||||
Duke Energy Carolinas, LLC | 25,000 | 27,305 | ||||||
Duke Energy Carolinas, LLC | 25,000 | 27,186 | ||||||
Duke Energy Florida, LLC | 25,000 | 26,766 | ||||||
Florida Power & Light Co. | 35,000 | 36,508 | ||||||
Kansas City Power & Light Co. | 20,000 | 22,609 | ||||||
Kentucky Utilities Co. | 30,000 | 31,602 | ||||||
Northern States Power Co/MN | 30,000 | 30,708 | ||||||
Pacificorp | 25,000 | 26,825 | ||||||
Public Service Co. Of Colorado | 30,000 | 31,483 | ||||||
Public Service Electric & Gas Co. | 25,000 | 25,278 |
The accompanying notes are an integral part of the financial statements.
10
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Utilities — (Continued) |
| |||||||
Public Service Electric & | 75,000 | 76,212 | ||||||
Southern California | 7,000 | 7,007 | ||||||
Southern California | 45,000 | 48,391 | ||||||
Wisconsin Electric Power Co. | 25,000 | 25,192 | ||||||
Wisconsin Power & Light Co. | 25,000 | 27,055 | ||||||
|
| |||||||
566,635 | ||||||||
|
| |||||||
TOTAL CORPORATE |
| 102,857,187 | ||||||
|
| |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS — 1.0% |
| |||||||
Federal Home Loan Mortgage Corporation REMICS — 0.4% |
| |||||||
Series 2542, Class ES | 4,848 | 4,930 | ||||||
Series 2564, Class HJ | 3,484 | 3,548 | ||||||
Series 2617, Class TK | 14,532 | 14,828 | ||||||
Series 2617, Class GR | 8,286 | 8,438 | ||||||
Series 2611, Class UH | 7,205 | 7,348 | ||||||
Series 2627, Class MC | 14,546 | 14,817 |
Par Value($) | Value($) | |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued) |
| |||||||
Federal Home Loan Mortgage Corporation REMICS — (Continued) |
| |||||||
Series 2649, Class KA | 10,531 | 10,739 | ||||||
Series 2693, Class PE | 13,609 | 13,986 | ||||||
Series 2746, Class EG | 15,169 | 15,592 | ||||||
Series 2780, Class JG | 26 | 27 | ||||||
Series 2814, Class GB | 2,475 | 2,546 | ||||||
Series 2989, Class TG | 39,190 | 42,712 | ||||||
Series 3002, Class YD | 15,578 | 16,966 | ||||||
Series 2526, Class FI | 75,858 | 77,636 | ||||||
Series 2881, Class AE | 14,220 | 15,089 | ||||||
Series 2933, Class HD | 23,420 | 25,918 | ||||||
Series 4305, Class KA | 88,619 | 90,511 | ||||||
Series 3843, Class GH | 60,041 | 62,630 | ||||||
Series 3786, Class NA | 103,348 | 111,425 | ||||||
Series 4305, Class A | 121,650 | 127,177 | ||||||
|
| |||||||
666,863 | ||||||||
|
|
The accompanying notes are an integral part of the financial statements.
11
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued) |
| |||||||
Federal National Mortgage Association REMICS — 0.4% |
| |||||||
Series 2003-92, Class PE | 12,545 | 12,865 | ||||||
Series 2003-80, Class YE | 2,795 | 2,809 | ||||||
Series 2005-40, Class YG | 34,247 | 37,308 | ||||||
Series 2011-122, Class A | 78,951 | 80,673 | ||||||
Series 2007-27, Class MQ | 9,621 | 10,829 | ||||||
Series 2005-16, Class PE | 2,645 | 2,656 | ||||||
Series 2005-48, Class AR | 20,953 | 22,046 | ||||||
Series 2005-62, Class CQ | 9,406 | 9,866 | ||||||
Series 2005-64, Class PL | 55,252 | 62,207 | ||||||
Series 2005-68, Class PG | 38,454 | 43,389 | ||||||
Series 2005-83, Class LA | 22,150 | 24,764 | ||||||
Series 2006-57, Class AD | 115,394 | 124,526 | ||||||
Series 2014-23, Class PA | 124,058 | 128,872 | ||||||
Series 2007-39, Class NA | 5,830 | 5,954 | ||||||
Series 2013-83, Class CA | 101,237 | 105,527 | ||||||
Series 2009-47, Class PA | 15,278 | 16,102 |
Par Value($) | Value($) | |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS — (Continued) |
| |||||||
Federal National Mortgage Association REMICS — (Continued) |
| |||||||
Series 2011-113, Class NE | 48,829 | 49,842 | ||||||
|
| |||||||
740,235 | ||||||||
|
| |||||||
Government National Mortgage Association — 0.2% |
| |||||||
Series 2013-88, Class WA | 71,995 | 77,826 | ||||||
Series 2002-22, Class GF | 42,775 | 50,662 | ||||||
Series 2002-51, Class D | 50,949 | 57,611 | ||||||
Series 2008-50, Class NA | 12,171 | 12,742 | ||||||
Series 2007-11, Class PE | 27,577 | 31,287 | ||||||
Series 2013-113, Class UB | 78,414 | 79,768 | ||||||
|
| |||||||
309,896 | ||||||||
|
| |||||||
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS | 1,716,994 | |||||||
|
| |||||||
U.S. GOVERNMENT AGENCY OBLIGATIONS — 2.5% |
| |||||||
Federal Home Loan Bank — 0.8% |
| |||||||
4.75%, 12/16/2016 | 170,000 | 170,939 | ||||||
0.75%, 08/28/2017 | 150,000 | 150,163 | ||||||
0.88%, 03/19/2018 | 400,000 | 400,035 | ||||||
1.25%, 06/08/2018 | 340,000 | 341,963 | ||||||
1.00%, 09/26/2019 | 300,000 | 299,618 | ||||||
|
| |||||||
1,362,718 | ||||||||
|
|
The accompanying notes are an integral part of the financial statements.
12
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
U.S. GOVERNMENT AGENCY OBLIGATIONS — (Continued) |
| |||||||
Federal Home Loan Mortgage Corporation — 0.7% |
| |||||||
1.00%, 03/08/2017 | 140,000 | 140,285 | ||||||
0.75%, 07/14/2017 | 595,000 | 595,680 | ||||||
0.88%, 10/12/2018 | 200,000 | 199,837 | ||||||
5.50%, 04/01/2021 | 26,140 | 27,773 | ||||||
5.50%, 11/01/2021 | 12,656 | 13,507 | ||||||
5.50%, 04/01/2023 | 24,432 | 26,515 | ||||||
4.00%, 02/01/2026 | 60,008 | 64,085 | ||||||
4.00%, 06/01/2026 | 19,950 | 21,304 | ||||||
4.50%, 06/01/2029 | 18,277 | 19,959 | ||||||
4.50%, 12/01/2029 | 35,621 | 38,931 | ||||||
4.50%, 04/01/2030 | 19,521 | 21,358 | ||||||
|
| |||||||
1,169,234 | ||||||||
|
| |||||||
Federal National Mortgage Association — 1.0% |
| |||||||
6.00%, 09/01/2019 | 1,754 | 1,802 | ||||||
5.50%, 06/01/2020 | 4,323 | 4,469 | ||||||
5.00%, 05/01/2023 | 15,405 | 17,046 | ||||||
5.50%, 01/01/2024 | 13,271 | 14,205 | ||||||
5.00%, 12/01/2025 | 31,306 | 34,644 |
Par Value($) | Value($) | |||||||
U.S. GOVERNMENT AGENCY OBLIGATIONS — (Continued) |
| |||||||
Federal National Mortgage Association — (Continued) |
| |||||||
5.50%, 05/01/2028 | 25,158 | 28,347 | ||||||
4.00%, 08/01/2029 | 30,939 | 33,158 | ||||||
5.50%, 04/01/2037 | 36,081 | 41,047 | ||||||
7.00%, 04/01/2037 | 9,770 | 11,692 | ||||||
5.00%, 10/01/2039 | 76,316 | 85,932 | ||||||
5.00%, 02/13/2017 | 200,000 | 202,565 | ||||||
1.13%, 04/27/2017 | 205,000 | 205,611 | ||||||
5.38%, 06/12/2017 | 550,000 | 566,185 | ||||||
1.13%, 07/20/2018 | 390,000 | 391,628 | ||||||
1.38%, 10/07/2021 | 210,000 | 209,072 | ||||||
|
| |||||||
1,847,403 | ||||||||
|
| |||||||
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS | 4,379,355 | |||||||
|
| |||||||
U.S. TREASURY OBLIGATIONS — 22.4% |
| |||||||
U.S. Treasury Notes — 22.4% |
| |||||||
0.50%, 07/31/2017 | 490,000 | 489,598 | ||||||
0.63%, 05/31/2017 | 890,000 | 890,348 | ||||||
0.63%, 08/31/2017 | 1,105,000 | 1,104,633 | ||||||
0.63%, 09/30/2017 | 720,000 | 719,606 | ||||||
0.63%, 11/30/2017 | 1,100,000 | 1,098,797 | ||||||
0.63%, 04/30/2018 | 2,140,000 | 2,134,650 | ||||||
0.75%, 06/30/2017 | 500,000 | 500,469 | ||||||
0.75%, 10/31/2017 | 1,405,000 | 1,405,466 |
The accompanying notes are an integral part of the financial statements.
13
PEMBERWICK FUND
Portfolio of Investments (Continued)
October 31, 2016
(Unaudited)
Par Value($) | Value($) | |||||||
U.S. TREASURY OBLIGATIONS — (Continued) |
| |||||||
U.S. Treasury Notes — (Continued) |
| |||||||
0.75%, 12/31/2017 | 1,000,000 | 1,000,137 | ||||||
0.75%, 02/28/2018 | 450,000 | 449,930 | ||||||
0.88%, 11/30/2016 | 300,000 | 300,166 | ||||||
0.88%, 12/31/2016 | 410,000 | 410,421 | ||||||
0.88%, 02/28/2017 | 400,000 | 400,735 | ||||||
0.88%, 04/30/2017 | 675,000 | 676,191 | ||||||
0.88%, 06/15/2017 | 1,000,000 | 1,001,816 | ||||||
0.88%, 01/31/2018 | 920,000 | 921,635 | ||||||
0.88%, 07/15/2018 | 505,000 | 505,424 | ||||||
0.88%, 05/15/2019 | 180,000 | 179,698 | ||||||
0.88%, 07/31/2019 | 755,000 | 752,965 | ||||||
1.00%, 03/31/2017 | 1,170,000 | 1,172,862 | ||||||
1.00%, 05/31/2018 | 1,115,000 | 1,118,288 | ||||||
1.00%, 06/30/2019 | 380,000 | 380,430 | ||||||
1.00%, 08/31/2019 | 815,000 | 815,493 | ||||||
1.00%, 09/30/2019 | 740,000 | 740,274 | ||||||
1.13%, 03/31/2020 | 300,000 | 300,334 | ||||||
1.25%, 10/31/2018 | 1,915,000 | 1,928,951 | ||||||
1.25%, 11/30/2018 | 700,000 | 705,086 | ||||||
1.25%, 01/31/2019 | 1,585,000 | 1,596,670 | ||||||
1.25%, 01/31/2020 | 850,000 | 855,013 | ||||||
1.38%, 07/31/2018 | 1,200,000 | 1,211,156 | ||||||
1.38%, 02/28/2019 | 380,000 | 383,919 | ||||||
1.38%, 01/31/2020 | 250,000 | 252,520 | ||||||
1.38%, 02/29/2020 | 380,000 | 383,622 | ||||||
1.38%, 04/30/2020 | 300,000 | 302,707 | ||||||
1.38%, 08/31/2020 | 250,000 | 251,807 | ||||||
1.38%, 09/30/2020 | 150,000 | 151,031 | ||||||
1.38%, 01/31/2021 | 150,000 | 150,750 | ||||||
1.50%, 08/31/2018 | 430,000 | 435,022 | ||||||
1.50%, 12/31/2018 | 460,000 | 465,786 | ||||||
1.50%, 01/31/2019 | 1,150,000 | 1,164,846 | ||||||
1.50%, 02/28/2019 | 355,000 | 359,680 |
Par Value($) | Value($) | |||||||
U.S. TREASURY OBLIGATIONS — (Continued) |
| |||||||
U.S. Treasury Notes — (Continued) |
| |||||||
1.50%, 05/31/2019 | 1,395,000 | 1,414,345 | ||||||
1.50%, 10/31/2019 | 200,000 | 202,883 | ||||||
1.50%, 11/30/2019 | 200,000 | 202,887 | ||||||
1.50%, 05/31/2020 | 320,000 | 324,131 | ||||||
1.63%, 03/31/2019 | 740,000 | 752,112 | ||||||
1.63%, 04/30/2019 | 1,695,000 | 1,723,637 | ||||||
1.63%, 06/30/2019 | 200,000 | 203,449 | ||||||
1.63%, 07/31/2019 | 180,000 | 183,178 | ||||||
1.63%, 12/31/2019 | 220,000 | 223,957 | ||||||
1.75%, 09/30/2019 | 300,000 | 306,527 | ||||||
1.75%, 10/31/2020 | 250,000 | 255,303 | ||||||
1.88%, 09/30/2017 | 280,000 | 283,024 | ||||||
1.88%, 10/31/2017 | 455,000 | 460,261 | ||||||
1.88%, 06/30/2020 | 200,000 | 205,262 | ||||||
2.00%, 07/31/2020 | 150,000 | 154,617 | ||||||
2.00%, 11/30/2020 | 390,000 | 402,028 | ||||||
2.13%, 01/31/2021 | 345,000 | 357,399 | ||||||
2.25%, 07/31/2018 | 180,000 | 184,409 | ||||||
2.38%, 07/31/2017 | 300,000 | 303,867 | ||||||
3.13%, 01/31/2017 | 90,000 | 90,633 | ||||||
3.25%, 12/31/2016 | 200,000 | 200,979 | ||||||
TOTAL U.S. TREASURY OBLIGATIONS | 38,503,820 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 85.7% |
| 147,457,356 | ||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 14.3% | 24,619,415 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 172,076,771 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
14
PEMBERWICK FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
(a) | Variable or Floating Rate Security. Rate shown is as of October 31, 2016. |
(b) | Security is a perpetual bond and has no definite maturity date. |
(c) | Multi-Step Coupon. Rate disclosed is as of October 31, 2016. |
LLC | Limited Liability Company |
PLC | Public Limited Company |
REMICS | Real Estate Mortgage Investment Conduit |
The accompanying notes are an integral part of the financial statements.
15
PEMBERWICK FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $146,766,651) | $ | 147,457,356 | ||
Cash | 26,968,041 | |||
Receivable for investments sold | 51,833 | |||
Dividends and interest receivable | 620,520 | |||
Prepaid expenses and other assets | 17,375 | |||
|
| |||
Total assets | 175,115,125 | |||
|
| |||
Liabilities | ||||
Payable for investments purchased | 2,914,550 | |||
Payable for administration and accounting fees | 56,687 | |||
Payable to Investment Adviser | 21,478 | |||
Payable for audit fees | 13,238 | |||
Payable for printing fees | 11,039 | |||
Payable for custodian fees | 6,166 | |||
Payable for transfer agent fees | 3,590 | |||
Payable for legal fees | 3,356 | |||
Payable for distributions to shareholders | 2,337 | |||
Accrued expenses | 5,913 | |||
|
| |||
Total liabilities | 3,038,354 | |||
|
| |||
Net Assets | $ | 172,076,771 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 171,169 | ||
Paid-in capital | 171,889,867 | |||
Accumulated net investment income | 19,508 | |||
Accumulated net realized loss from investments | (694,478 | ) | ||
Net unrealized appreciation on investments | 690,705 | |||
|
| |||
Net Assets | $ | 172,076,771 | ||
|
| |||
Shares Outstanding | 17,116,898 | |||
|
| |||
Net asset value, offering and redemption price per share ($172,076,771 / 17,116,898 shares) | $ | 10.05 | ||
|
|
The accompanying notes are an integral part of the financial statements.
16
PEMBERWICK FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Interest | $ | 1,125,119 | ||
|
| |||
Total investment income | 1,125,119 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 427,039 | |||
Administration and accounting fees (Note 2) | 96,080 | |||
Transfer agent fees (Note 2) | 26,513 | |||
Legal fees | 19,559 | |||
Trustees’ and officers’ fees (Note 2) | 17,359 | |||
Audit fees | 13,994 | |||
Custodian fees (Note 2) | 12,639 | |||
Printing and shareholder reporting fees | 8,901 | |||
Registration and filing fees | 975 | |||
Other expenses | 14,389 | |||
|
| |||
Total expenses before waivers | 637,448 | |||
|
| |||
Less: waivers (Note 2) | (298,927 | ) | ||
|
| |||
Net expenses after waivers | 338,521 | |||
|
| |||
Net investment income | 786,598 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized loss from investments | (7,055 | ) | ||
Net change in unrealized appreciation/(depreciation) on investments | 71,472 | |||
|
| |||
Net realized and unrealized gain on investments | 64,417 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 851,015 | ||
|
|
The accompanying notes are an integral part of the financial statements.
17
PEMBERWICK FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(Decrease) in Net Assets From Operations: | ||||||||||
Net investment income | $ | 786,598 | $ | 1,512,924 | ||||||
Net realized gain/(loss) from investments | (7,055 | ) | 355,030 | |||||||
Net change in unrealized appreciation/(depreciation) on investments | 71,472 | (586,839 | ) | |||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 851,015 | 1,281,115 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income | (784,280 | ) | (1,543,193 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (784,280 | ) | (1,543,193 | ) | ||||||
|
|
|
| |||||||
Increase/(Decrease) in Net Assets Derived from Capital Share Transactions (Note 4) | (5,797,993 | ) | 8,090,417 | |||||||
|
|
|
| |||||||
Total increase/(decrease) in net assets | (5,731,258 | ) | 7,828,339 | |||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 177,808,029 | 169,979,690 | ||||||||
|
|
|
| |||||||
End of period | $ | 172,076,771 | $ | 177,808,029 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 19,508 | $ | 17,190 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
18
PEMBERWICK FUND
Financial Highlights
Contained below is per share operating performance data, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
For the | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
Six Months Ended | Year | Year | Year | Year | Year | |||||||||||||||||||||||||
October 31, 2016 | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | April 30, 2014 | April 30, 2013 | April 30, 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 10.05 | $ | 10.06 | $ | 10.08 | $ | 10.12 | $ | 10.03 | $ | 10.16 | ||||||||||||||||||
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Net investment income(1) | 0.05 | 0.09 | 0.09 | 0.10 | 0.11 | 0.13 | ||||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | — | (2) | (0.01 | ) | (0.02 | ) | (0.03 | ) | 0.11 | (0.12 | )(3) | |||||||||||||||||||
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Net increase in net assets resulting from operations | 0.05 | 0.08 | 0.07 | 0.07 | 0.22 | 0.01 | ||||||||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | (0.05 | ) | (0.09 | ) | (0.09 | ) | (0.11 | ) | (0.13 | ) | (0.14 | ) | ||||||||||||||||||
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Total dividends and distributions to shareholders | (0.05 | ) | (0.09 | ) | (0.09 | ) | (0.11 | ) | (0.13 | ) | (0.14 | ) | ||||||||||||||||||
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Net asset value, end of period | $ | 10.05 | $ | 10.05 | $ | 10.06 | $ | 10.08 | $ | 10.12 | $ | 10.03 | ||||||||||||||||||
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Total investment return(4) | 0.46 | % | 0.85 | % | 0.74 | % | 0.68 | % | 2.19 | % | 0.12 | % | ||||||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 172,077 | $ | 177,808 | $ | 169,980 | $ | 167,888 | $ | 119,793 | $ | 119,521 | ||||||||||||||||||
Ratio of expenses to average net assets | 0.40 | %(5) | 0.39 | % | 0.39 | % | 0.41 | % | 0.45 | % | 0.45 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(6) | 0.75 | %(5) | 0.74 | % | 0.74 | % | 0.76 | % | 0.80 | % | 0.80 | % | ||||||||||||||||||
Ratio of net investment income to average net assets | 0.92 | %(5) | 0.92 | % | 0.91 | % | 1.00 | % | 1.10 | % | 1.07 | % | ||||||||||||||||||
Portfolio turnover rate | 5.52 | %(7) | 45.29 | % | 35.46 | % | 35.29 | % | 27.96 | % | 23.14 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Includes payments by affiliate which equaled $0.03 per share. |
(4) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. |
(5) | Annualized. |
(6) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2). |
(7) | Not annualized. |
19
PEMBERWICK FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Pemberwick Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced investment operations on February 1, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers one class of shares and is not subject to a front-end sales charge.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m., Eastern time) on each day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such securities in the over-the-counter market. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
20
PEMBERWICK FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuations techniques used to measure fair value of the Fund’s net assets are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• Level 3 — | significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The fair value of a Fund’s bonds are generally based on quotes received from brokers or independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s assets carried at fair value:
Level 2 | Level 3 | |||||||||||||||
Total | Level 1 | Other Significant | Significant | |||||||||||||
Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Price | Inputs | Inputs | |||||||||||||
Corporate Bonds and Notes | $ | 102,857,187 | $ | — | $ | 102,857,187 | $ | — | ||||||||
Collateralized Mortgage Obligations | 1,716,994 | — | 1,716,994 | — | ||||||||||||
U.S. Government Agency Obligations | 4,379,355 | — | 4,379,355 | — | ||||||||||||
U.S. Treasury Obligations | 38,503,820 | — | 38,503,820 | — | ||||||||||||
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Total Investments* | $ | 147,457,356 | $ | — | $ | 147,457,356 | $ | — | ||||||||
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* Please refer to Portfolio of Investments for details on portfolio holdings. |
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At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices
21
PEMBERWICK FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Gains and losses on principal paydowns from mortgage backed securities are recorded as interest income on the Statement of Operations. Interest income is recorded on the accrual basis. Accretion of discounts and amortization of premiums are recorded on a daily basis using the effective yield method except for short term securities, which records discounts and premiums on a straight-line basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital
22
PEMBERWICK FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to such fund.
Dividends and Distributions to Shareholders — Dividends from net investment income are declared daily and paid monthly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
Pemberwick Investment Advisors LLC (“Pemberwick” or the “Advisor”) serves as the investment advisor to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Advisor earns a monthly fee at the annual rate of 0.50% of the Fund’s average daily net assets. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Fund expenses; however; the Advisor is not required to do so. For the six months ended October 31, 2016, the Advisor earned fees of $427,039 and waived fees of 0.35% of the Fund’s average daily net assets totaling $298,927.
Pemberwick has retained the services of J.P. Morgan Investment Management Inc. (“Sub-Advisor”) as the sub-advisor to the Fund. The Sub-Advisor provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement between the Advisor and the Sub-Advisor. The Sub-Advisor is compensated by the Advisor and not the Fund.
23
PEMBERWICK FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
Trustees and Officers
The Trust is governed by its board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $10,525. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
U.S. Government Securities | $ | 6,919,509 | $ | 8,196,608 | ||||
Other Securities | 1,377,200 | 17,695,333 |
24
PEMBERWICK FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Value | Shares | Value | |||||||||||||
Sales | 1,643,262 | $ | 16,526,606 | 5,157,961 | $ | 51,730,683 | ||||||||||
Reinvestments | 77,976 | 784,280 | 153,755 | 1,542,964 | ||||||||||||
Redemptions | (2,297,839 | ) | (23,108,879 | ) | (4,506,685 | ) | (45,183,230 | ) | ||||||||
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Net Increase | (576,601 | ) | $ | (5,797,993 | ) | 805,031 | $ | 8,090,417 | ||||||||
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5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state, and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,543,193 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Undistributed | Qualified | Other | ||||||
Capital Loss | Ordinary | Unrealized | Late-Year | Temporary | ||||
Carryforward | Income | Appreciation | Losses | Differences | ||||
$(680,719) | $19,523 | $612,529 | $— | $(2,333) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
25
PEMBERWICK FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
| ||||||
Federal tax cost* | $ | 146,766,651 | ||||
|
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Gross unrealized appreciation | $ | 729,095 | ||||
Gross unrealized depreciation | (38,390 | ) | ||||
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Net unrealized appreciation | $ | 690,705 | ||||
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* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to the federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the fiscal year ended April 30, 2016, the Fund had no loss deferrals.
Accumulated capital losses represent net capital loss carryovers as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.
As of April 30, 2016, the Fund had pre-enactment capital loss carryforwards of $20,817. If not utilized against future capital gains, $10,862 and $9,955 of this capital loss carryforward will expire in 2018 and 2019, respectively. In addition, the Fund had post-enactment capital loss carryforwards of $659,902, of which $208,243 are short-term losses and $451,659 are long-term losses and have an unlimited period of capital loss carryforward.
6. Significant Risks
Mortgage-Related And Other Asset-Backed Securities Risk — Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of
26
PEMBERWICK FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid.
Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
7. Subsequent Event
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
A Special Meeting of Shareholders (the “Meeting”) of the Pemberwick Fund (the “Fund”), a series of FundVantage Trust, was held on November 22, 2016 for the following purpose:
To approve an Agreement and Plan of Reorganization (the “Plan”), which provides for: (a) the transfer of all the assets and liabilities of the Fund to the Pemberwick Fund (the “Acquiring Fund”), a newly formed series of Manager Directed Portfolios, in exchange for shares of the Acquiring Fund; (b) the distribution of the shares of the Acquiring Fund pro rata by the Fund to its shareholders in complete liquidation of the Fund (the “Reorganization”); and (c) the dissolution and termination of the Fund as a series of FundVantage.
All Fund shareholders of record at the close of business on September 30, 2016 were entitled to attend or submit proxies. As of the record date, the Fund had 16,731,954.683 shares outstanding. At the meeting, shareholders approved the Plan. The results of the voting for the proposal were as follows:
For | Against | Abstained | ||||
Votes | Votes | Votes | ||||
Shares | 16,183,100 | — | — |
27
PEMBERWICK FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 447-4785 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust will file its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q will be available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
28
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Investment Adviser
Pemberwick Investment Advisors LLC
340 Pemberwick Road
Greenwich, CT 06831
Sub-Advisor
J.P. Morgan Investment Management Inc.
245 Park Ave.
New York, NY 10167
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassat Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
PEMBERWICK FUND
of
FundVantage Trust
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Pemberwick Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Pemberwick Fund.
POLEN GROWTH FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six | Since | ||||||||||||||||||||||||
Months† | 1 Year | 3 Year | 5 Year | Inception* | |||||||||||||||||||||
Institutional Class | 1.74 | % | -2.47 | % | 12.40 | % | 12.59 | % | 13.68 | % | |||||||||||||||
S&P 500® Index | 4.06 | % | 4.51 | % | 8.84 | % | 13.57 | % | 13.86 | %*** | |||||||||||||||
Russell 1000® Growth Index | 3.70 | % | 2.28 | % | 9.36 | % | 13.65 | % | 14.63 | %*** | |||||||||||||||
Six | Since | ||||||||||||||||||||||||
Months† | 1 Year | 3 Year | 5 Year | Inception** | |||||||||||||||||||||
Investor Class | 1.66 | % | -2.70 | % | 12.11 | % | 12.31 | % | 11.53 | % | |||||||||||||||
S&P 500® Index | 4.06 | % | 4.51 | % | 8.84 | % | 13.57 | % | 11.76 | %*** | |||||||||||||||
Russell 1000® Growth Index | 3.70 | % | 2.28 | % | 9.36 | % | 13.65 | % | 12.12 | %*** |
† | Not Annualized. |
* | The Polen Growth Fund (the “Fund”) Institutional Class shares commenced operations on September 15, 2010. |
** | The Investor Class shares commenced operations on December 30, 2010. |
*** | Benchmark performance is from the commencement date of the Fund Class only and is not the commencement date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 678-6024. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
The Fund’s total annual gross and net operating expense ratios, as stated in the current prospectus dated September 1, 2016, are 1.17% and 1.00%, respectively, for the Institutional Class shares and 1.42% and 1.25%, respectively, for the Investor Class shares of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Polen Capital Management, LLC (“PCM” or the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 1.00% (on an annual basis) with respect to the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.
A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of the S&P 500® and the Russell 1000® Growth Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 1000® Growth Index is an unmanaged index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000® Growth Index companies with higher price-to-book ratios and higher forecasted growth values. It is impossible to invest directly in an index.
1
POLEN GROWTH FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund.
2
POLEN GLOBAL GROWTH FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||
Six | Since | |||||
Months† | 1 Year | Inception* | ||||
Institutional Class | 2.06% | -0.28% | 4.80% | |||
MSCI All Country World ® Index (“ACWI”)(Gross Dividend) | 3.31% | 2.64% | 0.32%*** | |||
Six | Since | |||||
Months† | 1 Year | Inception** | ||||
Investor Class | 1.97% | -0.52% | 3.89% | |||
MSCI All Country World ® Index (“ACWI”)(Gross Dividend) | 3.31% | 2.64% | 0.27%*** |
† | Not Annualized. |
* | The Polen Global Growth Fund (the “Fund”) Institutional Class shares commenced operations on December 30, 2014. |
** | The Fund’s Investor Class shares commenced operations on July 6, 2015. |
*** | Benchmark performance is from the commencement date of the Fund Class only and is not the commencement date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 678-6024. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
The Fund’s total annual gross and net operating expense ratios, as stated in the current prospectus dated September 1, 2016, are 3.63% and 1.10%, respectively, for the Institutional Class shares and 3.51% and 1.35%, respectively, for the Investor Class shares of the Fund’s average daily net assets, which may differ from the actual expenses incurred by the Fund for the period covered by this report. Polen Capital Management, LLC (“PCM” or the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed 1.10% (on an annual basis) with respect to the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018 unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation. Total returns would be lower had such fees and expenses not been waived and/or reimbursed.
3
POLEN GLOBAL GROWTH FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
A 2.00% redemption fee applies to shares redeemed within 60 days of purchase. This redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of the MSCI ACWI Index, which captures large and mid-cap representation across 23 Developed Markets (DM) and 23 Emerging Markets (EM) countries. With 2,466 constituents, the index covers approximately 85% of the global investable equity opportunity set. Indexes are unmanaged and it is not possible to invest directly in an index.
All mutual fund investing involves risk, including possible loss of principal. The Fund is non-diversified, which means that a large portion of the Fund’s assets may be invested in one or few companies or sectors. The Fund could fluctuate in value more than a diversified fund. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.
The Fund may invest a substantial amount of its assets in issuers located in a limited number of countries. If the Fund concentrates its investments in this manner, it assumes the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance. The Fund’s investment performance may also be more volatile if it concentrates its investments in certain countries, especially emerging market countries.
4
POLEN GROWTH FUNDS
Funds Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund(s), you incur two types of costs: (1) transaction costs, including redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of each accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund(s) and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees.Therefore, each hypothetical line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
5
POLEN GROWTH FUNDS
Funds Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Polen Growth Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period | |||||||||||||
Institutional Class* | |||||||||||||||
Actual | $1,000.00 | $1,017.40 | $5.08 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.16 | 5.09 | ||||||||||||
Investor Class* | |||||||||||||||
Actual | $1,000.00 | $1,016.60 | $6.35 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.90 | 6.36 | ||||||||||||
Polen Global Growth Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period | |||||||||||||
Institutional Class** | |||||||||||||||
Actual | $1,000.00 | $1,020.60 | $5.60 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,019.66 | 5.60 | ||||||||||||
Investor Class** | |||||||||||||||
Actual | $1,000.00 | $1,019.70 | $6.87 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.40 | 6.87 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.00% for Institutional Class and 1.25% for Investor Class, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line of each table are based on the actual six-month total returns for the Fund of 1.74% and 1.66% for Institutional Class and Investor Class, respectively. |
** | Expenses are equal to an annualized expense ratio for the six-month period October 31, 2016 of 1.10% for Institutional Class and 1.35% for Investor Class, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line of each table are based on the actual six-month total returns for the Fund of 2.06% and 1.97% for Institutional Class and Investor Class, respectively. |
6
POLEN GROWTH FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by industry of the portfolio holdings of the Fund:
% of Net | ||||||||||||
Assets | Value | |||||||||||
COMMON STOCKS: | ||||||||||||
Internet Content & Information | 18.4 | % | $ | 224,031,119 | ||||||||
Credit Services | 10.1 | 123,217,302 | ||||||||||
Information Technology Services | 8.3 | 100,941,202 | ||||||||||
Biotechnology | 7.3 | 89,057,725 | ||||||||||
Leisure | 5.9 | 72,278,548 | ||||||||||
Footwear & Accessories | 5.7 | 69,625,202 | ||||||||||
Restaurants | 5.5 | 67,406,754 | ||||||||||
Apparel Stores | 4.9 | 59,857,565 | ||||||||||
Software Application | 4.9 | 59,770,614 | ||||||||||
Business Services | 4.6 | 55,783,086 | ||||||||||
Software Infrastructure | 4.6 | 55,344,817 | ||||||||||
Packaged Foods | 4.2 | 50,731,636 | ||||||||||
Consumer Electronics | 4.0 | 47,989,611 | ||||||||||
Specialty Retail | 4.0 | 48,349,152 | ||||||||||
Discount Stores | 3.0 | 36,634,005 | ||||||||||
Medical Devices | 1.7 | 20,895,916 | ||||||||||
Other Assets In Excess of Liabilities | 2.9 | 35,106,688 | ||||||||||
|
|
|
| |||||||||
NET ASSETS | 100.0 | % | $ | 1,217,020,942 | ||||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
7
POLEN GROWTH FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — 97.1% |
| |||||||
Apparel Stores — 4.9% |
| |||||||
TJX Cos., Inc. (The) | 811,628 | $ | 59,857,565 | |||||
|
| |||||||
Biotechnology — 7.3% |
| |||||||
Celgene Corp.* | 487,017 | 49,763,397 | ||||||
Regeneron Pharmaceuticals, Inc.* | 113,890 | 39,294,328 | ||||||
|
| |||||||
89,057,725 | ||||||||
|
| |||||||
Business Services — 4.6% |
| |||||||
Automatic Data Processing, Inc. | 640,743 | 55,783,086 | ||||||
|
| |||||||
Consumer Electronics — 4.0% |
| |||||||
Apple, Inc. | 422,667 | 47,989,611 | ||||||
|
| |||||||
Credit Services — 10.1% |
| |||||||
Mastercard, Inc., Class A | 244,938 | 26,213,265 | ||||||
Visa, Inc., Class A | 1,175,664 | 97,004,037 | ||||||
|
| |||||||
123,217,302 | ||||||||
|
| |||||||
Discount Stores — 3.0% |
| |||||||
Dollar General Corp. | 530,236 | 36,634,005 | ||||||
|
| |||||||
Footwear & Accessories — 5.7% |
| |||||||
NIKE, Inc., Class B | 1,387,509 | 69,625,202 | ||||||
|
| |||||||
Information Technology Services — 8.3% |
| |||||||
Accenture PLC, Class A | 538,292 | 62,571,062 | ||||||
Gartner, Inc.* | 445,957 | 38,370,140 | ||||||
|
| |||||||
100,941,202 | ||||||||
|
| |||||||
Internet Content & Information — 18.4% |
| |||||||
Alphabet, Inc., Class A* | 70,070 | 56,749,693 | ||||||
Alphabet, Inc., Class C* | 103,675 | 81,337,184 | ||||||
Facebook, Inc., Class A* | 656,113 | 85,944,242 | ||||||
|
| |||||||
224,031,119 | ||||||||
|
|
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Leisure — 5.9% | ||||||||
Priceline Group, Inc. (The)* | 49,028 | $ | 72,278,548 | |||||
|
| |||||||
Medical Devices — 1.7% | ||||||||
Align Technology, Inc.* | 243,202 | 20,895,916 | ||||||
|
| |||||||
Packaged Foods — 4.2% | ||||||||
Nestle SA, SP ADR | 698,350 | 50,731,636 | ||||||
|
| |||||||
Restaurants — 5.5% | ||||||||
Starbucks Corp. | 1,270,148 | 67,406,754 | ||||||
|
| |||||||
Software Application — 4.9% |
| |||||||
Adobe Systems, Inc.* | 555,954 | 59,770,614 | ||||||
|
| |||||||
Software Infrastructure — 4.6% |
| |||||||
Oracle Corp. | 1,440,521 | 55,344,817 | ||||||
|
| |||||||
Specialty Retail — 4.0% | ||||||||
O’Reilly Automotive, Inc.* | 182,836 | 48,349,152 | ||||||
|
| |||||||
TOTAL COMMON STOCKS |
| 1,181,914,254 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 97.1% |
| 1,181,914,254 | ||||||
OTHER ASSETS IN EXCESS OF | 35,106,688 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 1,217,020,942 | ||||||
|
|
* Non-income producing. | ||
PLC | Public Limited Corporation | |
SP ADR | Sponsored American Depository Receipt |
The accompanying notes are an integral part of the financial statements.
8
POLEN GLOBAL GROWTH FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by industry of the portfolio holdings of the Fund:
% of Net | ||||||||||
Assets | Value | |||||||||
COMMON STOCKS: | ||||||||||
Internet Software & Services | 19.5 | % | $ | 3,000,612 | ||||||
Information Technology Services | 15.8 | 2,423,828 | ||||||||
Specialty Retail | 7.6 | 1,164,926 | ||||||||
Biotechnology | 6.5 | 1,005,343 | ||||||||
Software | 5.9 | 904,089 | ||||||||
Health Care Equipment & Supplies | 4.7 | 724,777 | ||||||||
Food Products | 4.7 | 718,540 | ||||||||
Textiles, Apparel & Luxury Goods | 4.2 | 639,193 | ||||||||
Hotels, Restaurants & Leisure | 4.0 | 615,081 | ||||||||
Insurance | 3.6 | 544,801 | ||||||||
Internet & Direct Marketing Retail | 2.8 | 431,949 | ||||||||
Household Products | 2.5 | 379,583 | ||||||||
Technology Hardware, Storage & Peripherals | 2.2 | 341,869 | ||||||||
Professional Services | 2.1 | 315,759 | ||||||||
Trading Companies & Distributors | 2.0 | 311,840 | ||||||||
Pharmaceuticals | 1.2 | 179,726 | ||||||||
Other Assets In Excess of Liabilities | 10.7 | 1,641,304 | ||||||||
|
|
|
| |||||||
NET ASSETS | 100.0 | % | $ | 15,343,220 | ||||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
9
POLEN GLOBAL GROWTH FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — 89.3% |
| |||||||
Australia — 2.4% | ||||||||
CSL, Ltd. | 4,738 | $ | 361,536 | |||||
|
| |||||||
Cayman Islands — 7.3% | ||||||||
Alibaba Group Holding, Ltd., SP ADR* | 4,123 | 419,268 | ||||||
Tencent Holdings, Ltd. | 26,500 | 702,312 | ||||||
|
| |||||||
1,121,580 | ||||||||
|
| |||||||
China — 2.1% | ||||||||
Baidu, Inc., SP ADR* | 1,805 | 319,232 | ||||||
|
| |||||||
Denmark — 1.2% | ||||||||
Novo Nordisk A/S, SP ADR | 5,057 | 179,726 | ||||||
|
| |||||||
France — 2.7% | ||||||||
Essilor International SA | 3,662 | 411,513 | ||||||
|
| |||||||
Hong Kong — 3.5% | ||||||||
AIA Group, Ltd. | 86,600 | 544,801 | ||||||
|
| |||||||
Ireland — 4.0% | ||||||||
Accenture PLC, Class A | 5,280 | 613,747 | ||||||
|
| |||||||
Israel — 2.5% | ||||||||
Check Point Software Technologies, Ltd.* | 4,533 | 383,311 | ||||||
|
| |||||||
Switzerland — 6.7% | ||||||||
Nestle SA, Registered Shares | 9,909 | 718,540 | ||||||
SGS SA, Registered Shares | 156 | 315,759 | ||||||
|
| |||||||
1,034,299 | ||||||||
|
| |||||||
United Kingdom — 2.5% | ||||||||
Reckitt Benckiser Group PLC | 4,243 | 379,583 | ||||||
|
| |||||||
United States — 54.4% | ||||||||
Adobe Systems, Inc.* | 4,844 | 520,778 |
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
United States — (Continued) |
| |||||||
Align Technology, Inc.* | 3,646 | $ | 313,264 | |||||
Alphabet, Inc., Class C* | 1,158 | 908,256 | ||||||
Apple, Inc. | 3,011 | 341,869 | ||||||
Automatic Data Processing, Inc. | 5,363 | 466,903 | ||||||
Celgene Corp.* | 2,394 | 244,619 | ||||||
Facebook, Inc., Class A* | 4,974 | 651,544 | ||||||
Fastenal Co. | 8,000 | 311,840 | ||||||
Mastercard, Inc., Class A | 4,595 | 491,757 | ||||||
NIKE, Inc., Class B | 12,738 | 639,193 | ||||||
O’Reilly Automotive, Inc.* | 2,448 | 647,349 | ||||||
Priceline Group, Inc. (The)* | 293 | 431,949 | ||||||
Regeneron Pharmaceuticals, Inc.* | 1,157 | 399,188 | ||||||
Starbucks Corp. | 11,590 | 615,081 | ||||||
TJX Cos, Inc. (The) | 7,018 | 517,577 | ||||||
Visa, Inc., Class A | 10,319 | 851,421 | ||||||
|
| |||||||
8,352,588 | ||||||||
|
| |||||||
TOTAL COMMON STOCKS |
| 13,701,916 | ||||||
|
| |||||||
TOTAL INVESTMENTS - 89.3% |
| 13,701,916 | ||||||
OTHER ASSETS IN EXCESS OF | 1,641,304 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 15,343,220 | ||||||
|
|
* Non-income producing. | ||
PLC | Public Limited Corporation | |
SP ADR | Sponsored American Depository Receipt |
The accompanying notes are an integral part of the financial statements.
10
POLEN GROWTH FUNDS
Statements of Assets and Liabilities
October 31, 2016
(Unaudited)
Polen Growth | Polen Global | |||||||||
Fund | Growth Fund | |||||||||
Assets | ||||||||||
Investments, at value (Cost $1,025,180,067 and $12,954,061, respectively) | $ | 1,181,914,254 | $ | 13,701,916 | ||||||
Cash | 34,770,777 | 1,704,260 | ||||||||
Receivable for investments sold | 856,186 | — | ||||||||
Receivable for capital shares sold | 5,042,202 | 14,430 | ||||||||
Dividends and interest receivable | 697,377 | 17,497 | ||||||||
Receivable from Investment Adviser | — | 9,688 | ||||||||
Prepaid expenses and other assets | 178,263 | 27,982 | ||||||||
|
|
|
| |||||||
Total assets | 1,223,459,059 | 15,475,773 | ||||||||
|
|
|
| |||||||
Liabilities | ||||||||||
Payable for capital shares redeemed | 3,913,984 | 24,840 | ||||||||
Payable to Investment Advisor | 865,472 | — | ||||||||
Payable for investments purchased | 339,209 | 1,100 | ||||||||
Payable for administration and accounting fees | 192,445 | 22,621 | ||||||||
Payable for distribution fees | 21,946 | 162 | ||||||||
Payable for transfer agent fees | 15,677 | 25,410 | ||||||||
Payable for audit fees | 13,401 | 13,357 | ||||||||
Payable for custodian fees | 6,790 | 29,847 | ||||||||
Payable for printing fees | 443 | 6,812 | ||||||||
Payable for legal fees | 710 | 2,939 | ||||||||
Payable for Trustees and Officers | — | 2,918 | ||||||||
Accrued expenses | 1,068,040 | 2,547 | ||||||||
|
|
|
| |||||||
Total liabilities | 6,438,117 | 132,553 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 1,217,020,942 | $ | 15,343,220 | ||||||
|
|
|
| |||||||
Net Assets Consisted of: | ||||||||||
Capital stock, $0.01 par value | $ | 632,862 | $ | 14,091 | ||||||
Paid-in capital | 1,062,786,539 | 14,645,161 | ||||||||
Accumulated net investment income/(loss) | (2,202,742 | ) | (27,919 | ) | ||||||
Accumulated net realized gain/(loss) from investments and foreign currency transactions | (929,904 | ) | (35,802 | ) | ||||||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currency | 156,734,187 | 747,689 | ||||||||
|
|
|
| |||||||
Net Assets | $ | 1,217,020,942 | $ | 15,343,220 | ||||||
|
|
|
| |||||||
Institutional Class: | ||||||||||
Net asset value, offering and redemption price per share | $ | 19.25 | $ | 10.89 | ||||||
|
|
|
| |||||||
Investor Class: | ||||||||||
Net asset value, offering and redemption price per share | $ | 19.01 | $ | 10.85 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
11
POLEN GROWTH FUNDS
Statements of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Polen Growth | Polen Global | |||||||||
Fund | Growth Fund | |||||||||
Investment Income | ||||||||||
Dividends | $ | 3,869,848 | $ | 57,654 | ||||||
Interest | 1,517 | 108 | ||||||||
Less: foreign taxes withheld | (5,216 | ) | (846 | ) | ||||||
|
|
|
| |||||||
Total investment income | 3,866,149 | 56,916 | ||||||||
|
|
|
| |||||||
Expenses | ||||||||||
Advisory fees (Note 2) | 5,917,269 | 63,857 | ||||||||
Transfer agent fees (Note 2) | 407,022 | 57,822 | ||||||||
Administration and accounting fees | 302,385 | 36,531 | ||||||||
Distribution fees (Investor Shares) (Note 2) | 151,622 | 826 | ||||||||
Custodian fees (Note 2) | 56,016 | 24,562 | ||||||||
Trustees’ and officers’ fees (Note 2) | 34,275 | 1,565 | ||||||||
Registration and filing fees | 32,808 | 14,033 | ||||||||
Legal fees | 24,446 | 372 | ||||||||
Printing and shareholder reporting fees | 22,875 | 3,056 | ||||||||
Audit fees | 13,607 | 14,710 | ||||||||
Other expenses | 58,346 | 7,205 | ||||||||
|
|
|
| |||||||
Total expenses before waivers and reimbursements | 7,020,671 | 224,539 | ||||||||
|
|
|
| |||||||
Less: waivers and reimbursements (Note 2) | (951,780 | ) | (141,073 | ) | ||||||
|
|
|
| |||||||
Net expenses after waivers and reimbursements | 6,068,891 | 83,466 | ||||||||
|
|
|
| |||||||
Net investment loss | (2,202,742 | ) | (26,550 | ) | ||||||
|
|
|
| |||||||
Net realized and unrealized gain/(loss) from investments | ||||||||||
Net realized gain from investments | 1,484,682 | 75,173 | ||||||||
Net realized loss from foreign currency transactions | — | (2,055 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments | 19,082,734 | 253,144 | ||||||||
Net change in unrealized appreciation/(depreciation) on foreign currency translations | — | (284 | ) | |||||||
|
|
|
| |||||||
Net realized and unrealized gain on investments | 20,567,416 | 325,978 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | $ | 18,364,674 | $ | 299,428 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
12
POLEN GROWTH FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(Decrease) in Net Assets from Operations: | ||||||||||
Net investment income | $ | (2,202,742 | ) | $ | 103,366 | |||||
Net realized gain from investments | 1,484,682 | 2,970,260 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | 19,082,734 | 31,589,463 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 18,364,674 | 34,663,089 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net realized capital gains: | ||||||||||
Institutional Class | — | (27,326,452 | ) | |||||||
Investor Class | — | (4,427,516 | ) | |||||||
|
|
|
| |||||||
Total net realized capital gains | — | (31,753,968 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (31,753,968 | ) | |||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 88,076,737 | 701,406,937 | ||||||||
|
|
|
| |||||||
Total increase in net assets | 106,441,411 | 704,316,058 | ||||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 1,110,579,531 | 406,263,473 | ||||||||
|
|
|
| |||||||
End of period | $ | 1,217,020,942 | $ | 1,110,579,531 | ||||||
|
|
|
| |||||||
Accumulated net investment loss, end of period | $ | (2,202,742 | ) | $ | — | |||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
13
POLEN GLOBAL GROWTH FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase/(Decrease) in Net Assets from Operations: | ||||||||||
Net investment loss | $ | (26,550 | ) | $ | (1,147 | ) | ||||
Net realized gain/(loss) from investments and foreign currency transactions | 73,118 | (111,703 | ) | |||||||
Net change in unrealized appreciation on investments | 252,860 | 413,461 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 299,428 | 300,611 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Institutional Class | — | (8,435 | ) | |||||||
Investor Class | — | (64 | ) | |||||||
|
|
|
| |||||||
Total net investment income | — | (8,499 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (8,499 | ) | |||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 1,038,413 | 10,637,704 | ||||||||
|
|
|
| |||||||
Total increase in net assets | 1,337,841 | 10,929,816 | ||||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 14,005,379 | 3,075,563 | ||||||||
|
|
|
| |||||||
End of period | $ | 15,343,220 | $ | 14,005,379 | ||||||
|
|
|
| |||||||
Accumulated net investment loss, end of period | $ | (27,919 | ) | $ | (1,369 | ) | ||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
14
POLEN GROWTH FUND
Financial Highlights
Contained below is per share operating performance data for Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | ||||||||||||||||||||||||||||||
For the | ||||||||||||||||||||||||||||||
Six Months Ended | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | April 30, 2014 | April 30, 2013 | April 30, 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 18.92 | $ | 18.29 | $ | 16.45 | $ | 14.17 | $ | 13.79 | $ | 12.10 | ||||||||||||||||||
|
|
|
|
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|
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|
| |||||||||||||||||||
Net investment income/(loss)(1) | (0.03 | ) | 0.01 | 0.02 | 0.03 | 0.03 | — | (2) | ||||||||||||||||||||||
Net realized and unrealized gain on investments | 0.36 | 1.45 | 3.09 | 2.48 | 0.40 | 1.68 | ||||||||||||||||||||||||
|
|
|
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|
|
|
|
| |||||||||||||||||||
Net increase in net assets resulting from operations | 0.33 | 1.46 | 3.11 | 2.51 | 0.43 | 1.68 | ||||||||||||||||||||||||
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| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | — | (0.02 | ) | (0.04 | ) | — | — | ||||||||||||||||||||||
Net realized capital gains | — | (0.83 | ) | (1.25 | ) | (0.20 | ) | (0.06 | ) | — | (2) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.83 | ) | (1.27 | ) | (0.24 | ) | (0.06 | ) | — | ||||||||||||||||||||
|
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|
|
|
|
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| |||||||||||||||||||
Redemption fees | — | (2) | — | (2) | — | (2) | 0.01 | 0.01 | 0.01 | |||||||||||||||||||||
|
|
|
|
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|
|
|
| |||||||||||||||||||
Net asset value, end of period | $ | 19.25 | $ | 18.92 | $ | 18.29 | $ | 16.45 | $ | 14.17 | $ | 13.79 | ||||||||||||||||||
|
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|
|
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|
|
|
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| |||||||||||||||||||
Total investment return(3) | 1.74 | % | 7.86 | % | 19.17 | % | 17.84 | % | 3.19 | % | 13.97 | % | ||||||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 1,115,491 | $ | 959,962 | $ | 376,718 | $ | 252,108 | $ | 294,408 | $ | 215,387 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.00 | %(4) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.16 | %(4) | 1.17 | % | 1.25 | % | 1.27 | % | 1.26 | % | 1.44 | % | ||||||||||||||||||
Ratio of net investment income/(loss) to average net assets | (0.35 | )%(4) | 0.04 | % | 0.10 | % | 0.17 | % | 0.24 | % | (0.01 | )% | ||||||||||||||||||
Portfolio turnover rate | 4.73 | %(6) | 9.13 | % | 33.44 | % | 39.52 | % | 51.04 | % | 35.48 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the year. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
15
POLEN GROWTH FUND
Financial Highlights
Contained below is per share operating performance data for Investor Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Investor Class | ||||||||||||||||||||||||||||||
For the | ||||||||||||||||||||||||||||||
Six Months Ended | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | April 30, 2014 | April 30, 2013 | April 30, 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 18.70 | $ | 18.14 | $ | 16.35 | $ | 14.09 | $ | 13.74 | $ | 12.09 | ||||||||||||||||||
|
|
|
|
|
|
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|
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|
| |||||||||||||||||||
Net investment loss(1) | (0.06 | ) | (0.04 | ) | (0.02 | ) | (0.01 | ) | — | (2) | (0.03 | ) | ||||||||||||||||||
Net realized and unrealized gain on investments | 0.37 | 1.43 | 3.06 | 2.47 | 0.40 | 1.67 | ||||||||||||||||||||||||
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|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase in net assets resulting from operations | 0.31 | 1.39 | 3.04 | 2.46 | 0.40 | 1.64 | ||||||||||||||||||||||||
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| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | — | — | (0.01 | ) | — | — | |||||||||||||||||||||||
Net realized capital gains | — | (0.83 | ) | (1.25 | ) | (0.20 | ) | (0.06 | ) | — | (2) | |||||||||||||||||||
|
|
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|
|
|
|
|
|
|
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| |||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.83 | ) | (1.25 | ) | (0.21 | ) | (0.06 | ) | — | ||||||||||||||||||||
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|
|
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| |||||||||||||||||||
Redemption fees | — | (2) | — | (2) | — | (2) | 0.01 | 0.01 | 0.01 | |||||||||||||||||||||
|
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| |||||||||||||||||||
Net asset value, end of period | $ | 19.01 | $ | 18.70 | $ | 18.14 | $ | 16.35 | $ | 14.09 | $ | 13.74 | ||||||||||||||||||
|
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|
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|
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| |||||||||||||||||||
Total investment return(3) | 1.66 | % | 7.54 | % | 18.87 | % | 17.59 | % | 2.98 | % | 13.65 | % | ||||||||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 101,530 | $ | 150,617 | $ | 29,545 | $ | 79,433 | $ | 100,859 | $ | 101,396 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.25 | %(4) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.41 | %(4) | 1.42 | % | 1.50 | % | 1.52 | % | 1.51 | % | 1.74 | % | ||||||||||||||||||
Ratio of net investment loss to average net assets | (0.60 | )%(4) | (0.21 | )% | (0.14 | )% | (0.08 | )% | (0.01 | )% | (0.26 | )% | ||||||||||||||||||
Portfolio turnover rate | 4.73 | %(6) | 9.13 | % | 33.44 | % | 39.52 | % | 51.04 | % | 35.48 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the year. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
16
POLEN GLOBAL GROWTH FUND
Financial Highlights
Contained below is per share operating performance data for each Institutional Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | |||||||||||||||
For the | |||||||||||||||
Six Months Ended | For the | For the Period | |||||||||||||
October 31, 2016 | Year Ended | December 30, 2014* | |||||||||||||
(Unaudited) | April 30, 2016 | to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 10.67 | $ | 10.29 | $ | 10.00 | |||||||||
|
|
|
|
|
| ||||||||||
Net investment income/(loss)(1) | (0.02 | ) | — | (2) | 0.02 | ||||||||||
Net realized and unrealized gain on investments | 0.24 | 0.39 | 0.27 | ||||||||||||
|
|
|
|
|
| ||||||||||
Net increase in net assets resulting from operations | 0.22 | 0.39 | 0.29 | ||||||||||||
|
|
|
|
|
| ||||||||||
Dividends and distributions to shareholders from: | |||||||||||||||
Net investment income | — | (0.01 | ) | — | |||||||||||
|
|
|
|
|
| ||||||||||
Total dividends and distributions to shareholders | — | (0.01 | ) | — | |||||||||||
|
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|
|
|
| ||||||||||
Redemption fees | — | (2) | — | (2) | — | ||||||||||
|
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|
| ||||||||||
Net asset value, end of period | $ | 10.89 | $ | 10.67 | $ | 10.29 | |||||||||
|
|
|
|
|
| ||||||||||
Total investment return(3) | 2.06 | % | 3.78 | % | 2.90 | % | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 14,582 | $ | 13,483 | $ | 3,076 | |||||||||
Ratio of expenses to average net assets | 1.10 | %(4) | 1.10 | % | 1.10 | %(4) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 2.98 | %(4) | 3.63 | % | 9.78 | %(4) | |||||||||
Ratio of net investment income/(loss) to average net assets | (0.34 | )%(4) | (0.01 | )% | 0.47 | %(4) | |||||||||
Portfolio turnover rate | 6.71 | %(6) | 6.99 | % | — |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
17
POLEN GLOBAL GROWTH FUND
Financial Highlights
Contained below is per share operating performance data for Investor Class shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Investor Class | ||||||||||
For the | ||||||||||
Six Months Ended | For the Period | |||||||||
October 31, 2016 | July 6, 2015* | |||||||||
(Unaudited) | to April 30, 2016 | |||||||||
Per Share Operating Performance | ||||||||||
Net asset value, beginning of period | $ | 10.64 | $ | 10.32 | ||||||
|
|
|
| |||||||
Net investment income/(loss)(1) | (0.03 | ) | — | (2) | ||||||
Net realized and unrealized gain on investments | 0.24 | 0.32 | ||||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 0.21 | 0.32 | ||||||||
|
|
|
| |||||||
Dividends and distributions to shareholders from: | ||||||||||
Net investment income | — | (2) | — | (2) | ||||||
|
|
|
| |||||||
Redemption fees | — | (2) | — | (2) | ||||||
|
|
|
| |||||||
Net asset value, end of period | $ | 10.85 | $ | 10.64 | ||||||
|
|
|
| |||||||
Total investment return(3) | 1.97 | % | 3.13 | % | ||||||
Ratio/Supplemental Data | ||||||||||
Net assets, end of period (in thousands) | $ | 761 | $ | 523 | ||||||
Ratio of expenses to average net assets(4) | 1.35 | % | 1.35 | % | ||||||
Ratio of expenses to average net assets without waivers and expense | 3.21 | % | 3.51 | % | ||||||
Ratio of net investment loss to average net assets(4) | (0.59 | )% | (0.06 | )% | ||||||
Portfolio turnover rate | 6.71 | %(6) | 6.99 | % |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
18
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Polen Growth Fund and the Polen Global Growth Fund (the “Funds”) are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 15, 2010 and December 30, 2014, respectively. The Funds are separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Funds offer two separate classes of shares, Investor Class (formerly Retail Class) and Institutional Class.
The Funds are investment companies and follow accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Funds’ net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Funds are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements —The inputs and valuation techniques used to measure fair value of the Funds’ investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |||
• Level 3 — | significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments). |
19
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that each Fund calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. As a result, each Fund fair values foreign securities using an independent pricing service which considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy.
Securities listed on a non-U.S. exchange are generally fair valued daily by an independent fair value pricing service approved by the Board of Trustees and categorized as Level 2 investments within the hierarchy. The fair valuations for these securities may not be the same as quoted or published prices of the securities on their primary markets. Securities for which daily fair value prices from the independent fair value pricing service are not available are generally valued at the last quoted sale price at the close of an exchange on which the security is traded and categorized as Level 1 investments within the hierarchy. Values of 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.
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Funds’ investments carried at fair value:
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Total Value | Level 1 | Significant | Significant | |||||||||||||
at | Quoted | Observable | Unobservable | |||||||||||||
Funds | 10/31/16 | Price | Inputs | Inputs | ||||||||||||
Polen Growth Fund | ||||||||||||||||
Investments in Securities* | $ | 1,181,914,254 | $ | 1,181,914,254 | $ | — | $ | — | ||||||||
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|
20
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Total Value | Level 1 | Significant | Significant | |||||||||||||
at | Quoted | Observable | Unobservable | |||||||||||||
Funds | 10/31/16 | Price | Inputs | Inputs | ||||||||||||
Polen Global Growth Fund | ||||||||||||||||
Australia | $ | 361,536 | $ | — | $ | 361,536 | $ | — | ||||||||
Cayman Islands | 1,121,580 | 419,268 | 702,312 | — | ||||||||||||
China | 319,232 | 319,232 | — | — | ||||||||||||
Denmark | 179,726 | 179,726 | — | — | ||||||||||||
France | 411,513 | — | 411,513 | — | ||||||||||||
Hong Kong | 544,801 | — | 544,801 | — | ||||||||||||
Ireland | 613,747 | 613,747 | — | — | ||||||||||||
Israel | 383,311 | 383,311 | — | — | ||||||||||||
Switzerland | 1,034,299 | — | 1,034,299 | — | ||||||||||||
United Kingdom | 379,583 | — | 379,583 | — | ||||||||||||
United States | 8,352,588 | 8,352,588 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 13,701,916 | $ | 10,267,872 | $ | 3,434,044 | $ | — | ||||||||
|
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|
|
|
|
|
|
* | Please refer to Portfolio of Investments for details on portfolio holdings. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Funds to present a reconciliation of the beginning to ending balances for reported market values that present changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Funds to disclose amounts
21
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Funds had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to their net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Funds had an amount of total transfers during the reporting period that was meaningful in relation to their net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Funds.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are generally allocated to each class of each Fund based upon the relative daily net assets of each class of each Fund. General expenses of the Trust are generally allocated to each Fund in proportion to its relative daily net assets. Expenses directly attributable to a particular Fund in the Trust are charged directly to that Fund. The Funds’ investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date. The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.
22
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and are recorded on ex-date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Funds’ intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Funds may enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is dependent on claims that may be made against the Funds in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Currency Risk — The Funds invest in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Funds may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Funds’ NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Funds is determined on the basis of U.S. dollars, the Funds may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Funds’ holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Funds’ holdings in foreign securities.
Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.
23
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
2. Transactions with Related Parties and Other Service Providers
Polen Capital Management, LLC (“PCM” or the “Adviser”) serves as investment adviser to the Funds pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 1.00% and 0.85% of the average daily net assets of the Polen Growth Fund and the Polen Global Growth Fund, respectively. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Funds to the extent necessary to ensure that the Funds’ total operating expenses (excluding taxes, any class-specific fees and expenses, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed (on an annual basis) 1.00% of the Polen Growth Fund’s and 1.10% of the Polen Global Growth Fund’s, average daily net assets (the “Expense Limitations”). The Expense Limitations will remain in place until August 31, 2018 with respect to both Funds, unless the Board of Trustees approves its earlier termination. With regard to the Polen Global Growth Fund, the Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, the amount of potential recovery was as follows:
Expiration | ||||||||||||
04/30/2018 | 04/30/2019 | 04/30/2020 | ||||||||||
|
| |||||||||||
Polen Global Growth Fund | $ | 80,469 | $ | 211,741 | $ | 141,073 |
For the six months ended October 31, 2016, the Adviser waived fees of $951,780 and $141,073 for the Polen Growth Fund and Polen Global Growth Fund, respectively.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Funds. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Funds’ average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Funds. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
24
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Funds.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Investor Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Investor Shares plan, the Funds compensate the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Funds’ Investor Shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Funds during the six months ended October 31, 2016 was $51,016 and $652 for the Polen Growth Fund and Polen Global Growth Fund, respectively. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Funds or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Funds were as follows:
Purchases | Sales | |||||||
Polen Growth Fund | $ | 152,376,461 | $ | 54,021,104 | ||||
Polen Global Growth Fund | $ | 1,813,443 | $ | 896,245 |
25
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
Polen Growth Fund | ||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Institutional Class | ||||||||||||||||
Sales | 16,594,570 | $ | 319,718,161 | 37,345,762 | $ | 714,464,173 | ||||||||||
Reinvestments | — | — | 1,214,971 | 23,655,483 | ||||||||||||
Redemption Fees* | — | 40,077 | — | 77,109 | ||||||||||||
Redemptions | (9,396,212 | ) | (180,842,351 | ) | (8,408,355 | ) | (159,371,801 | ) | ||||||||
|
|
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|
|
|
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| |||||||||
Net increase | 7,198,358 | $ | 138,915,887 | 30,152,378 | $ | 578,824,964 | ||||||||||
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| |||||||||
Investor Class | ||||||||||||||||
Sales | 1,400,466 | $ | 26,670,385 | 8,079,428 | $ | 153,470,981 | ||||||||||
Reinvestments | — | — | 227,559 | 4,382,791 | ||||||||||||
Redemption Fees* | — | 4,770 | — | 11,271 | ||||||||||||
Redemptions | (4,113,068 | ) | (77,514,305 | ) | (1,881,323 | ) | (35,283,070 | ) | ||||||||
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|
|
|
|
|
|
| |||||||||
Net increase/(decrease) | (2,712,602 | ) | $ | (50,839,150 | ) | 6,425,664 | $ | 122,581,973 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total net increase | 4,485,756 | $ | 88,076,737 | 36,578,042 | $ | 701,406,937 | ||||||||||
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|
|
|
|
|
|
Polen Global Growth Fund | ||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Institutional Class | ||||||||||||||||
Sales | 147,622 | $ | 1,591,835 | 1,000,389 | $ | 10,474,716 | ||||||||||
Reinvestments | — | — | 775 | 8,435 | ||||||||||||
Redemption Fees* | — | 2,893 | — | 814 | ||||||||||||
Redemptions | (72,339 | ) | (785,353 | ) | (36,382 | ) | (367,664 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | 75,283 | $ | 809,375 | 964,782 | $ | 10,116,301 | ||||||||||
|
|
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|
|
|
|
26
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
Polen Global Growth Fund | ||||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Investor Class | ||||||||||||||||
Sales | 26,716 | $ | 291,170 | 58,500 | $ | 618,275 | ||||||||||
Reinvestments | — | — | 6 | 64 | ||||||||||||
Redemption Fees* | — | 127 | — | 23 | ||||||||||||
Redemptions | (5,724 | ) | (62,259 | ) | (9,375 | ) | (96,959 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | 20,992 | $ | 229,038 | 49,131 | $ | 521,403 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total net increase | 96,275 | $ | 1,038,413 | 1,013,913 | $ | 10,637,704 | ||||||||||
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|
|
* | There is a 2.00% redemption fee that may be charged on shares redeemed within the first 60 days of their acquisition. The redemption fees are retained by the Funds for the benefit of the remaining shareholders and recorded as paid-in capital. |
5. Federal Tax Information
The Funds have followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Funds to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds have determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Funds are subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Polen Growth Fund and the Polen Global Growth Fund were $103,365 and $8,499 of ordinary income dividends and $31,650,603 and $0 of long-term capital gains, respectively. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
27
POLEN GROWTH FUNDS
Notes to Financial Statements
October 31, 2016
(Unaudited)
As of April 30, 2016 the components of distributable earnings on a tax basis were as follows:
Qualified | ||||||||||||||||
Capital Loss | Undistributed | Undistributed | Unrealized | Late Year | ||||||||||||
Carryforward | Ordinary Income | Long-Term Gain | Appreciation | Loss Deferral | ||||||||||||
Polen Growth Fund | $ | — | $— | $— | $ | 136,533,701 | $ | (1,296,834 | ) | |||||||
Polen Global Growth Fund | $ | (54,052 | ) | $— | $— | $ | 452,690 | $ | (14,098 | ) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by each Fund were as follows:
Gross | Gross | |||||||||||||||
Federal | Unrealized | Unrealized | Net Unrealized | |||||||||||||
Tax Cost* | Appreciation | Depreciation | Appreciation | |||||||||||||
Polen Growth Fund | $ | 1,025,180,067 | $ | 176,416,880 | $ | (19,682,693 | ) | $ | 156,734,187 | |||||||
Polen Global Growth Fund | 12,954,061 | 1,241,278 | (493,423 | ) | 747,855 |
* | Because tax adjustments are calculated annually at the end of the Funds’ fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Funds’ most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain net capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Polen Growth Fund had $1,296,834 net capital loss deferrals (comprised of long-term gain deferrals of $1,068,320 and short-term loss deferrals of $2,365,154). The Polen Global Growth Fund had $12,729 net capital deferrals (comprised of short-term loss deferrals of $12,729), and late-year ordinary loss deferrals of $1,369.
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Polen Global Growth Fund had $54,052 of short-term loss carryforwards. The Polen Growth Fund did not have any capital loss carryforwards.
28
POLEN GROWTH FUNDS
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
6. Subsequent Event
Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
29
POLEN GROWTH FUNDS
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 678-6024 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on September 28-29, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Polen Capital Management (“Polen” or the “Advisor”) and the Trust (the “Polen Agreement”) on behalf of the Polen Growth Fund (the “Growth Fund”) and the Polen Global Growth Fund (the “Global Growth Fund,” and together with the Growth Fund, the “Polen Funds”). At the Meeting, the Board considered the continuation of the Polen Agreement with respect to the Polen Funds for an additional one year period.
In determining whether to approve the Polen Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the Polen Funds, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Polen Funds, (iv) investment performance, (v) the capitalization and financial condition of Polen, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Polen Funds and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Polen’s ability to service the Polen Funds, (x) compliance with the Polen Funds’ investment objectives, policies and practices (including codes of ethics
30
POLEN GROWTH FUNDS
Other Information (Continued)
(Unaudited)
and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the Polen Funds; compliance with the investment objectives, policies, strategies and limitations for the Polen Funds; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from Polen attended the Meeting both in person and via teleconference. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Polen Agreement and answered questions from the Board.
Performance. The Trustees considered the investment performance for the Polen Growth Fund. The Trustees reviewed the historical performance charts for the year to date, one year, two year, three year, five year and since inception periods ended June 30, 2016 for (i) the Investor Class and Institutional Class shares of the Growth Fund; (ii) the Russell 1000® Growth Index (“Russell 1000 Index”); (iii) the S&P 500® Daily Reinvested Index (“S&P 500 Index”) and (iii) the Lipper Large Cap Growth Fund Index, the Growth Fund’s applicable Lipper index. The Trustees also received performance information for the Growth Fund as compared to the Growth Fund’s comparable separately managed account composite (gross of fees) for the one year, three year, five year and since inception periods ended July 31, 2016. The Trustees noted that both the Institutional Class shares and Investor Class shares of the Growth Fund had outperformed each of the Russell 1000 Index, the S&P 500 Index and the Lipper Large Cap Growth Fund category for the one year, two year and three year periods ended June 30, 2016. The Trustees further noted that the Institutional Class shares of the Growth Fund outperformed each of the Russell 1000 Index, the S&P 500 Index and the Lipper Large Cap Growth Fund Index for the since inception period ended June 30, 2016, outperformed the Lipper Large Cap Growth Fund Index and underperformed the Russell 1000 Index, the S&P 500 Index for the year to date period ended June 30, 2016 and outperformed the Russell 1000 Index and the Lipper Large Cap Growth Fund Index and underperformed the S&P 500 Index for the five year period ended June 30, 2016. With respect to the Growth Fund’s comparable separately managed account composite, the Trustees noted that the Growth Fund’s Institutional Class shares underperformed the gross returns of the composite for the one year, three year and five year periods ended July 31, 2016 and out performed for the since inception period ended July 31, 2016. The Trustees concluded that the performance of the Growth Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
The Trustees also reviewed the investment performance of the Global Growth Fund’s Institutional Class shares as compared to the Lipper Global Large Cap Growth Index, the Global Growth Fund’s applicable Lipper index, for the year to date, one year and since inception periods ended June 30, 2016 and the Investor Class shares as compared to the Lipper Global Large Cap Growth Index, the Global Growth Fund’s applicable Lipper index, for the year to date and since inception periods ended June 30, 2016.
31
POLEN GROWTH FUNDS
Other Information (Continued)
(Unaudited)
The Trustees also received performance information for the Global Growth Fund as compared to MSCI ACWI Index and the Global Growth Fund’s comparable separately managed account composite (gross of fees) for the one year and since inception periods ended July 31, 2016. The Trustees noted that both the Institutional Class shares and Investor Class shares of the Global Growth Fund had underperformed the Lipper Global Large Cap Growth Index for the year to date period ended June 30, 2016 and had outperformed for the since inception periods ended June 30, 2016. They further noted that Institutional Class shares of the Global Growth Fund outperformed the Lipper Global Large Cap Growth Index for the one year period ended June 30, 2016. The Trustees also noted that the Institutional Class shares of the Global Growth Fund had outperformed the MSCI ACWI Index for the one year and since inception periods as of July 31, 2016. With respect to the Global Growth Fund’s comparable separately managed account composite, the Trustees noted that the Global Growth Fund’s Institutional Class shares underperformed the gross returns of the composite for the one year and since inception periods ended July 31, 2016. The Trustees concluded that the performance of the Global Growth Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
Fees. The Trustees also noted that Polen had provided information regarding its advisory fees and an analysis of these fees in relation to the delivery of services to the Polen Funds and any other ancillary benefit resulting from Polen’s relationship with the Polen Funds. The Trustees considered the fees that Polen charges to its similarly managed accounts, and evaluated the explanations provided by Polen as to differences in fees charged to the Polen Funds and similarly managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Polen Funds versus other similarly managed funds. The Trustees noted that the net total expense ratio of the Growth Fund’s Institutional Class and Investor Class shares were higher than the median of the net total expense ratio of funds with similar share classes in the applicable Lipper category. They further noted that the gross advisory fee for the Growth Fund was slightly higher than the median of the gross advisory fees for funds in the Lipper Large Cap Growth Fund category. They also noted that the net total expense ratio of the Global Growth Fund’s Institutional Class and Investor Class shares were each equal to the median of the net total expense ratio of funds with similar share classes in the applicable Lipper category. They noted that that the gross advisory fee for the Global Growth Fund was equal to the median of the gross advisory fees for funds in the Lipper Global Large Cap Growth Fund category with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by Polen are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Polen Funds based on the information provided at the Meeting.
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of Polen, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by Polen, the Board took into account its familiarity with Polen’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account Polen’s compliance policies and procedures and reports regarding Polen’s compliance
32
POLEN GROWTH FUNDS
Other Information (Concluded)
(Unaudited)
operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Polen Funds’ investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Polen Funds by Polen and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the Polen Agreement and New Polen Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Polen Funds are likely to benefit from the continued provision of those services. They also concluded that Polen has sufficient personnel, with the appropriate education and experience, to serve the Polen Funds effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees considered the costs of the services provided by Polen, the compensation and benefits received by Polen in providing services to the Growth Fund, as well as Polen’s profitability. The Trustees were provided with the audited financial statements of Polen for the years ended December 31, 2015 and December 31, 2014. The Trustees noted that Polen’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that Polen’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Polen Funds specifically. The Trustees concluded that Polen’s fees derived from their relationship with the Trust, in light of the Polen Funds’ expenses, were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable mutual funds with similar strategies. The Trustees also concluded that the overall expense ratios of the Polen Funds were reasonable, taking into account the projected growth and size of the Fund and the quality of services provided by Polen.
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Growth Fund and Global Growth Fund grow and the New Polen Fund is expected to grow, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Polen Funds for the benefit of fund shareholders but that, despite the existence of separate share classes, the advisory fee did not currently include breakpoint reductions as asset levels increase.
At the Meeting, the Trustees unanimously approved the Polen Agreement for an additional one year period and to approve the New Polen Agreement for an initial two year period. In voting to approve the continuation of the Polen Agreement and the New Polen Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Polen. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the Polen Agreement and New Polen Agreement would be in the best interests of the Polen Funds and their shareholders.
33
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Investment Adviser
Polen Capital Management, LLC
1825 NW Corporate Blvd.
Suite 300
Boca Raton, FL 33431
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP 3000
Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
Polen Growth Fund
Polen Global Growth
Fund
of
FundVantage Trust
Institutional Class
Investor Class
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Polen Growth Fund and the Polen Global Growth Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Polen Growth Fund and the Polen Global Growth Fund.
POL-1016
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report
October 31, 2016
(Unaudited)
Dear Fellow Shareholder:
It has been a challenging investment environment and a volatile period of performance for the Private Capital Management Value Fund (“the Fund”). An uncertain macroeconomic environment, punctuated by the British referendum to leave the European Union (“Brexit”) at the end of June, a surprisingly strong rebound during the 3rd quarter, followed by a dramatic pullback in October for small-cap stocks left the portfolio whipsawed but essentially unchanged for the period. For the six months ended October 31, 2016, the Fund’s Class I shares (VFPIX) declined by -1.08%, compared to the S&P 500® Index’s 4.06% gain and the small-cap Russell 2000® Index’s gain of 6.13%. As we have espoused in prior writings, the Fund’s portfolio is not constructed to perform in sync with markets over short periods of time. Recent results bear out this observation and we are encouraged by signs that market sentiment is improving for the Fund’s portfolio.
While we first-and-foremost are bottom-up stock pickers, we are also cognizant of the lessons of the last decade. Economic context matters a great deal; a portfolio constructed in opposition to broader macroeconomic forces is unlikely to succeed regardless of its discount to intrinsic value. To address this risk, our process is built to value corporate cash flows across a three-to-five year timeframe. This analytical discipline imposes the need for a forward-looking view on both the business and its underlying industry.
In keeping with this perspective, the Fund’s portfolio construction is focused principally within the health care, technology, industrial, consumer and financial sectors. While this constitutes a significant majority of the U.S. economy, we think it useful to revisit in some detail the logic of this prioritization. To start off, almost from the genesis of Private Capital Management (“PCM”) we have been attracted to the health care industry because its long-term growth is driven by an inevitability of demand, impelled by both demographics and innovation. Health care presents the patient investor windows of opportunity created by reimbursement “noise,” regulatory issues and other challenges that often can be bounded and discounted appropriately.
While the Fund’s exposure to the technology sector currently is lower than we would like, it has been gated to a large degree by two factors: change wrought by the cloud and extended valuations among the better positioned companies. Put simply, corporations are increasingly replacing premises-based, internally owned and operated IT infrastructure with Internet-based solutions delivered through a distributed computing network (the “cloud”). This trend has accelerated dramatically over the last several years as cloud technology has matured and corporations have come to believe that these solutions are as good, or in many instances better, than internally operated ones.
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.
1
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
Furthermore, the cloud offers substantially (often dramatically) lower total cost of ownership. Make no mistake about it; this tectonic shift is a profound threat to many incumbent technology vendors.
From the standpoint of underwriting new investment ideas in this area, the challenge is that valuations have increasingly bifurcated into what can be viewed as a Tale of Two Cities. Companies with significant exposure to legacy technologies are statistically cheap, but by necessity they are deploying capital internally and externally to extend their positions in the cloud. This presents considerable risks for value investors; since core cash flows are supported by a deteriorating position in legacy technologies, managements may end up destroying capital by overpaying for cloud-based acquisitions. On the other side of the equation, companies well positioned in the cloud are being awarded “bubble-esque” multiples that from our valuation perspective render them un-investible.
The Fund’s consumer sector exposure is quite diverse, ranging from traditional and specialty retailers to restaurant operators. Some have worked out noticeably well while others have struggled with the malaise afflicting the retail space generally. The upside is that valuations are attractive and acquirer interest is building.
Financials comprise the last significant cohort of the portfolio; performance in the sector has been uniformly good. Investments in brokerage and clearing firms are the exception rather than the rule for the Fund’s portfolio in that they are more tethered to the capital markets than the small banks and thrifts that otherwise typify our investment focus. The investment thesis for the banks and thrifts is straightforward: we collect well-managed, generally smaller but otherwise over-capitalized banking institutions with strong deposit franchises and demonstrably good lending practices (as evidenced by historical charge-off activity and the level of non-performing loans) located in geographically attractive areas. Provided that the statistics are attractive, we thoroughly vet each management team and evaluate whether we believe their operating and growth plans are appropriate, realistic and conservative. There are roughly five hundred publicly-traded institutions in the investible universe (as we define it), and most of these institutions have little, if any, research coverage. In addition, with market capitalizations often below $500 million, there is a limited universe of investors willing to even consider these assets. As you can imagine, this creates a wonderful analytical vacuum. Value is realized either through steady, predictable value accretion for the institution, or as often as not, an acquisition by a larger industry operator. There is another element of the upside case with small banks that should be understood. When interest rates ultimately do rise profitability will expand rapidly due to widening net interest margins. Accordingly, these investments offer a natural hedge against the market volatility that is likely to surround the Federal Reserve’s tightening cycle.
In the eyes of many people, the world has become a different place given the results of the recent election. As you will be receiving this update near year-end, and even though these comments are post the October reporting period, it seems appropriate to speak on the challenges and opportunities that we see flowing from the election of Donald Trump.
2
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
It has been well noted how financial markets worldwide sold off sharply when it first became apparent that Donald Trump would win the election. It has been equally well noted how quickly U.S. markets reversed course and spurted to all-time highs. Our explanation is straightforward – the major “risk” associated with a Trump administration maps directly to the man’s penchant for capricious comments and potentially unpredictable behavior. We believe the major “reward” is likely to be economic policies that inject more fiscal stimulus into the economy, particularly in the short-run, than those proposed by and associated with former Secretary of State Hillary Clinton. The latter was a proponent of higher personal income taxes, neutral to negative on corporate tax relief and likely to increase the regulatory burden on business. In fairness, infrastructure investment was an area of common ground between Clinton and Trump and this should continue to be a point of agreement between Republicans and Democrats in the months to come. In our opinion, tax rates are likely to be reduced at both the corporate and personal level and – of potentially great import to domestic investment and economic growth – we are likely to see a tax-advantaged mechanism to encourage or drive an at least partial repatriation of the two trillion dollars of cash held overseas by American companies.
Albeit beneficial in itself, discounted repatriation might be significantly more impactful if it were tied to the in-sourcing of manufacturing capacity or other job-creating activities that could have a long-tailed positive impact on the economy. At the same time, reducing the corporate tax rate to levels comparable to our foreign competition could substantially eliminate the need and/or desire for our corporations to move overseas. We never understood the logic behind the Obama administration’s unwillingness to address this problem in a fashion that enhanced the worldwide competitive position of American corporations.
Investors and the economy may also stand to benefit from an improved regulatory climate under President Trump. The debate around the proper level of corporate regulation – and the apparently intractable difference between Republican and Democratic perspectives – can easily reach religious dimensions. It is fair for Democrats to argue that excessive deregulation of the financial sector instigated the Great Recession. It also is fair to note that it was the community-based lending requirements promulgated by the Clinton administration that created the regulatory flight path to that outcome. In hindsight two simple regulations – the requirement for a borrower to make a significant down-payment (say 20%) and the requirement for the originating lender to retain ownership of the loan (for say two years minimally) – could have prevented the entire disaster.
Unfortunately, the Democratic response to under-regulation often has been over-regulation. For the financial sector, this has translated into myriad rules, line-of-business prohibitions and elevated capital requirements. One consequence is that many smaller banks have chosen to limit their growth so they do not reach the “magic” asset size threshold where their regulatory burden increases in a quantum fashion. The downside for the economy is straightforward: banks manage their size on one hand by seeking (or not seeking) deposits; i.e., paying more (or less) to their depositors and, on the other hand, by making (or not making) loans; i.e., loosening or tightening lending standards. Larger institutions, faced with higher capital requirements and other regulatory handcuffs, now have structurally reduced balance sheet capacity to deploy into
3
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report (Continued)
October 31, 2016
(Unaudited)
loans. This reality exacerbates the cliché that commercial banks now are willing to lend to anyone, as long as you really do not need the money. In our view, while it is important for regulators to enforce the safety and soundness of our banking system, a determination to micro-manage the financial sector and (for lack of a better term) punish it for the sins of the past, has restrained liquidity and impeded the economic recovery. We expect this situation to change for the better under President Trump.
From a more macroeconomic perspective, we think that the combination of tax cuts, capital repatriation, direct government investment (read “infrastructure spending”) and a more benign regulatory/business-friendly environment are likely to meaningfully improve U.S. economic growth – particularly so if Trump accomplishes this without fostering excessive enmity with our trading partners. From a stock market perspective, this outcome should be very beneficial for “value” oriented stocks and is likely to be negative for the high growth, high price/earning (P/E) multiple equities that have led the market through much of the last five years. We think it is important to flesh out the reasons why we believe this to be true, lest you question whether we are substituting marketing for good sense.
Value stocks have struggled versus growth stocks for much of the last five years. Given on-and-off worries over the sustainability of our economic recovery, many investors have been willing to pay a large premium – often far in excess of intrinsic value – for companies that demonstrated predictable growth. On the value side of the equation, we have been (and remain) convinced there are excellent opportunities available in the market; however, delivering steady investment performance has proven challenging.
This uneven performance has resulted in a portfolio that is in our opinion, acutely undervalued. A choppy and uncertain worldwide economy has made it more difficult to realize the fundamental worth of many value stocks because investors have been more concerned with downside risk than with valuation or upside potential. To state the obvious, it has been much easier to “pay up” for predictable growth than to ride the roller-coaster of deep value. To our eye as value investors, this has created opportunity. On your end, as the investor, it has required much more patience, perseverance and faith than we ever imagined. The good news is that recent events make us even more confident that our analysis will be vindicated.
To be clear – we are not suggesting that a Trump presidency represents an investment panacea or that he has some magic alchemy to “Make America Great Again” overnight. The U.S. economy has been steadily gaining momentum for several years, wage growth is improving and unemployment (if one accepts the government’s calculation) has dropped below 5%. We previously have argued that the first 150 to 200 basis points of tightening by the Federal Reserve should be celebrated rather than feared because it represents the elimination of excessively stimulative (read emergency) monetary policy and the normalization of the U.S. economy. Based on Federal Reserve Chair Janet Yellen’s most recent testimony before Congress, we have every reason to expect a 25 basis point hike in short rates in mid-December. This would speak positively to the current strength of the economy and the belief (at least within the Fed) that Trump’s election is not a harbinger of doom.
4
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report (Concluded)
October 31, 2016
(Unaudited)
While it is impossible for us to know precisely what policies the administration will pursue – as Trump’s proposals have been light on specifics – one would have to suspend disbelief to expect anything less than a massive jolt of fiscal stimulus, most likely coming from both tax cuts and increased spending. Just as President Obama was able to drive through the Affordable Care Act (“Obamacare”) immediately after he was first elected, the Republicans well understand that they must deliver quickly and decisively for the electorate that gave them complete control of government.
Fiscal stimulus coupled with regulatory relief and monetary policy that remains extraordinarily accommodative by any historical standard will likely help an improving economy grow faster. We believe that this will benefit the operating fundamentals for most of our portfolio companies, with special mention going to the financial, industrial, consumer-oriented and technology sectors. Of additional import, we believe that the combination of an accelerating economic context along with the relative and absolute undervaluation of value-oriented equities bodes well for the Fund’s portfolio as it is now constructed.
We appreciate your continued support.
Private Capital Management
Mutual fund investing involves risk and it is possible to lose money by investing in a fund. The Fund is non-diversified and may invest a larger portion of its assets in the securities of a single issuer than a more diversified fund causing its value to fluctuate more widely. The Fund may engage in strategies that are considered risky or invest in stocks of companies that are undervalued which may cause greater volatility and less liquidity. The above commentary is for informational purposes only and investors should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. This report is not authorized for distribution unless preceded or accompanied by a current prospectus for the Private Capital Management Value Fund. The prospectus contains this and other important information about the Fund. Read it carefully before investing.
Shares of the Private Capital Management Value Fund are distributed by Foreside Funds Distributors LLC, not an adviser affiliate. |
This letter is intended to assist shareholders in understanding how the Fund performed during the six months ended October 31, 2016 and reflects the views of the investment adviser at the time of this writing. Of course, these views may change and do not guarantee the future performance of the Fund or the markets.
Portfolio composition is subject to change. The current and future portfolio holdings of the Fund are subject to investment risks.
5
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||
Class A (with sales charge)* | -6.16% | -11.11% | -0.28% | 7.29% | 2.70% | ||||||||||||||||||||
Class A (without sales charge) | -1.24% | -6.40% | 1.44% | 8.40% | 2.70% | ||||||||||||||||||||
S&P 500® Index* | 4.06% | 4.51% | 8.84% | 13.57% | 6.70% | ||||||||||||||||||||
Russell 2000® Index | 6.13% | 4.11% | 4.12% | 11.51% | 5.96% |
† | Not Annualized. |
*On May 28, 2010, a corporate defined contribution plan account (the “Predecessor Account”) was converted into Class I shares of the Fund. Performance shown for the periods prior to May 28, 2010, is the performance of the Class I shares and represents the performance of the Predecessor Account adjusted to reflect the fees and expenses applicable to Class I shares on May 28, 2010. Performance shown prior to May 28, 2010, has not been adjusted to reflect the fees and expenses of Class A shares. Performance shown for Class A shares for the period from May 28, 2010 to October 6, 2010 (commencement of operations of Class A shares) is the performance of Class I shares adjusted to reflect the fees and expenses applicable to Class A shares. If the Predecessor Account performance was adjusted to reflect the fees and expenses of Class A shares the performance shown would be lower. The Predecessor Account was not registered as a mutual fund under the Investment Company Act of 1940, as amended (“1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and Internal Revenue Code of 1986, as amended. If the Predecessor Account had been registered under the 1940 Act its performance may have been different.
Class A shares of the Fund have a 5.00% maximum sales charge.
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Class A shares total annual gross and net operating expense ratios are 1.54% and 1.25%, respectively, of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2016, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Private Capital Management, LLC (the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). This agreement will terminate on August 31, 2017, unless the Board of Trustees of FundVantage Trust approves an earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual Fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total return would be lower had such fees and expenses not been waived and/or reimbursed.
6
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report
Performance Data (Continued)
October 31, 2016
(Unaudited)
A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to that of Standard & Poor’s 500® Composite Stock Price Index (“S&P 500® Index”) and the Russell 2000® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 2000® Index is an unmanaged index measuring the performance of the 2,000 smallest companies in the Russell 3000® Index, which is made up of 3,000 of the biggest U.S. stocks. It is impossible to invest directly in an index.
7
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report
Performance Data (Continued)
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | |||||||||||||||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||
Class I* | -1.08 | % | -6.13 | % | 1.71 | % | 8.67 | % | 2.86 | % | |||||||||||||||
S&P 500® Index | 4.06 | % | 4.51 | % | 8.84 | % | 13.57 | % | 6.70 | % | |||||||||||||||
Russell 2000® Index | 6.13 | % | 4.11 | % | 4.12 | % | 11.51 | % | 5.96 | % |
† | Not Annualized. |
* | Performance shown for the period from October 31, 2006 to May 28, 2010 is the performance of a corporate defined contribution plan account (the “Predecessor Account”), which transferred its assets to the Fund in connection with the Fund’s commencement of operations on May 28, 2010. Performance from May 28, 2010 to October 31, 2016 is from the performance of the Class I Shares. The Predecessor Account was not registered as a mutual fund under the Investment Company Act of 1940, as amended (the “1940 Act”), and therefore was not subject to certain investment restrictions, limitations and diversification requirements imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended. If the Predecessor Account had been registered under the 1940 Act, its performance may have been different. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 568-1267. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Class I shares total annual gross and net operating expense ratios are 1.29% and 1.00%, respectively, of the Fund’s average daily net assets. These ratios are stated in the current prospectus dated September 1, 2016, and may differ from the actual expenses incurred by the Fund for the period covered by this report. Private Capital Management, LLC (the “Adviser”), has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). This agreement will terminate on August 31, 2017, unless the Board of Trustees of FundVantage Trust approves an earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual Fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total return would be lower had such fees and expenses not been waived and/or reimbursed.
A 2.00% redemption fee applies to shares redeemed within 30 days of purchase. This redemption fee is not reflected in the returns shown above.
8
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Semi-Annual Investment Adviser’s Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
The Fund intends to evaluate performance as compared to that of Standard & Poor’s 500® Composite Stock Price Index (“S&P 500® Index”) and the Russell 2000® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. The Russell 2000® Index is an unmanaged index measuring the performance of the 2,000 smallest companies in the Russell 3000® Index, which is made up of 3,000 of the biggest U.S. stocks. It is impossible to invest directly in an index.
9
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016, through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, and redemption fees. Therefore, each hypothetical line of the accompanying table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
10
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Private Capital Management Value Fund | ||||||
Beginning Account Value May 1, 2016 | Ending Account Value | Expenses Paid | ||||
Class A | ||||||
Actual | $1,000.00 | $ 987.60 | $6.26 | |||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.90 | 6.36 | |||
Class I | ||||||
Actual | $1,000.00 | $ 989.20 | $5.01 | |||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.16 | 5.09 |
* | Expenses are equal to an annualized expenses ratio for the six-month period ended October 31, 2016 of 1.25% and 1.00% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in each table are based on the actual six-month total return for the Fund of (1.24)% and (1.08)% for Class A and Class I Shares, respectively. |
11
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net | ||||||||
Assets | Value | |||||||
COMMON STOCKS: | ||||||||
Financials | 26.1 | % | $ | 17,320,238 | ||||
Consumer Discretionary | 22.0 | 14,597,540 | ||||||
Information Technology | 12.8 | 8,480,368 | ||||||
Health Care | 10.5 | 6,980,875 | ||||||
Materials | 8.3 | 5,540,521 | ||||||
Industrials | 4.3 | 2,862,977 | ||||||
Utilities | 3.7 | 2,423,361 | ||||||
Consumer Staples | 2.6 | 1,691,900 | ||||||
Energy | 0.7 | 466,585 | ||||||
Other Assets in Excess of Liabilities | 9.0 | 5,996,763 | ||||||
|
|
|
| |||||
NET ASSETS | 100.0 | % | $ | 66,361,128 | ||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
12
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — 91.0% |
| |||||||
Consumer Discretionary — 22.0% |
| |||||||
American Public Education, Inc.* | 75,753 | $ | 1,526,423 | |||||
Ascena Retail Group, Inc.* | 267,225 | 1,306,730 | ||||||
Carrols Restaurant Group, Inc.* | 184,300 | 2,303,750 | ||||||
Fiesta Restaurant Group, Inc.* | 30,745 | 811,668 | ||||||
Fogo De Chao, Inc.* | 129,585 | 1,535,582 | ||||||
Gildan Activewear, Inc. (Canada) | 61,850 | 1,587,690 | ||||||
Jamba, Inc.* | 105,713 | 1,115,272 | ||||||
Rent-A-Center, Inc. | 33,000 | 332,970 | ||||||
Stoneridge, Inc.* | 125,717 | 1,863,126 | ||||||
Visteon Corp. | 31,360 | 2,214,329 | ||||||
|
| |||||||
14,597,540 | ||||||||
|
| |||||||
Consumer Staples — 2.6% |
| |||||||
SpartanNash Co. | 60,425 | 1,691,900 | ||||||
|
| |||||||
Energy — 0.7% | ||||||||
Golar LNG, Ltd. (Bermuda) | 21,315 | 466,585 | ||||||
|
| |||||||
Financials — 26.1% | ||||||||
Charter Financial Corp. | 90,461 | 1,144,331 | ||||||
INTL FCstone, Inc.* | 85,083 | 3,054,480 | ||||||
KKR & Co. LP | 196,620 | 2,790,038 | ||||||
Northrim Bancorp, Inc. | 26,200 | 643,210 | ||||||
Oceanfirst Financial Corp. | 41,560 | 859,461 | ||||||
Old National Bancorp | 65,560 | 963,732 | ||||||
Oppenheimer Holdings, Inc., Class A | 86,434 | 1,210,076 | ||||||
Raymond James Financial, Inc. | 32,600 | 1,959,912 | ||||||
Seacoast Banking Corp. Of Florida* | 46,500 | 809,565 |
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Financials — (Continued) | ||||||||
State Bank Financial Corp. | 49,600 | $ | 1,093,680 | |||||
Suffolk Bancorp | 13,920 | 501,120 | ||||||
Synovus Financial Corp. | 37,014 | 1,224,053 | ||||||
Valley National Bancorp | 57,059 | 562,602 | ||||||
Willis Towers Watson PLC (Ireland) | 4,003 | 503,978 | ||||||
|
| |||||||
17,320,238 | ||||||||
|
| |||||||
Health Care — 10.5% | ||||||||
Alere, Inc.*(a) | 45,300 | 2,024,004 | ||||||
Allergan PLC (Ireland)* | 8,027 | 1,677,161 | ||||||
Universal Health Services, Inc., Class B | 11,750 | 1,418,342 | ||||||
Valeant Pharmaceuticals International, Inc. (Canada)* | 27,650 | 493,276 | ||||||
Zimmer Holdings, Inc. | 12,980 | 1,368,092 | ||||||
|
| |||||||
6,980,875 | ||||||||
|
| |||||||
Industrials — 4.3% | ||||||||
Aerojet Rocketdyne Holdings, Inc.* | 54,750 | 963,600 | ||||||
Air Transport Services Group, Inc.* | 110,900 | 1,467,207 | ||||||
Triumph Group, Inc. | 18,235 | 432,170 | ||||||
|
| |||||||
2,862,977 | ||||||||
|
| |||||||
Information Technology — 12.8% |
| |||||||
Avid Technology, Inc.* | 88,500 | 581,445 | ||||||
CA, Inc. | 43,232 | 1,328,951 | ||||||
Everi Holdings, Inc.* | 350,271 | 704,045 | ||||||
Imation Corp.* | 40,720 | 21,610 | ||||||
Mentor Graphics Corp. | 96,790 | 2,797,231 | ||||||
Quantum Corp.* | 1,303,078 | 1,042,723 | ||||||
Quinstreet, Inc.* | 295,112 | 855,825 |
The accompanying notes are an integral part of the financial statements.
13
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Information Technology — (Continued) |
| |||||||
VASCO Data Security International, Inc.* | 83,530 | $ | 1,148,538 | |||||
|
| |||||||
8,480,368 | ||||||||
|
| |||||||
Materials — 8.3% | ||||||||
Celanese Corp., Class A | 13,970 | 1,018,692 | ||||||
Pope Resources LP | 10,600 | 689,000 | ||||||
Real Industry, Inc.* | 196,389 | 1,050,681 | ||||||
Tronox Ltd., Class A (Australia) | 343,475 | 2,782,148 | ||||||
|
| |||||||
5,540,521 | ||||||||
|
| |||||||
Utilities — 3.7% | ||||||||
National Fuel Gas Co. | 46,265 | 2,423,361 | ||||||
|
| |||||||
TOTAL COMMON STOCKS | 60,364,365 | |||||||
|
|
Value | ||||||||
TOTAL INVESTMENTS - 91.0% |
| $ | 60,364,365 | |||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 9.0% | 5,996,763 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 66,361,128 | ||||||
|
|
* | Non-income producing. |
(a) | Security was an illiquid security from September 16, 2016 through November 9, 2016. The value of the illiquid security was $2,024,004 at October 31, 2016, which represents 3.0% of the Fund’s net assets. |
PLC Public Limited Company
The accompanying notes are an integral part of the financial statements.
14
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $52,015,832) | $ | 60,364,365 | ||
Cash | 5,589,992 | |||
Receivable for investments sold | 370,177 | |||
Receivable for capital shares sold | 262,362 | |||
Dividends and interest receivable | 5,029 | |||
Prepaid expenses and other assets | 41,401 | |||
|
| |||
Total assets | 66,633,326 | |||
|
| |||
Liabilities | ||||
Payable for capital shares redeemed | 169,285 | |||
Payable to Investment Adviser | 31,644 | |||
Payable for administration and accounting fees | 22,936 | |||
Payable for transfer agent fees | 19,842 | |||
Payable for audit fees | 12,729 | |||
Payable for custodian fees | 3,934 | |||
Accrued expenses | 11,828 | |||
|
| |||
Total liabilities | 272,198 | |||
|
| |||
Net Assets | $ | 66,361,128 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital Stock, $0.01 par value | $ | 48,403 | ||
Paid-in capital | 57,770,091 | |||
Accumulated net investment income | 1,106,818 | |||
Accumulated net realized loss from investments and written options | (912,717 | ) | ||
Net unrealized appreciation on investments | 8,348,533 | |||
|
| |||
Net Assets | $ | 66,361,128 | ||
|
| |||
Class A: | ||||
Net asset value and redemption price per share ($5,687,129 / 419,699 shares) | $13.55 | |||
Maximum offering price per share (100/95 of $13.72) |
|
$14.26 |
| |
Class I: | ||||
Net asset value, offering and redemption price per share ($60,673,999 / 4,420,601 shares) | $13.73 |
The accompanying notes are an integral part of the financial statements.
15
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Statement of Operations
For the Six Months Ended October 31, 2016
Investment Income | ||||
Dividends | $ | 333,595 | ||
Less: foreign taxes withheld | (1,635 | ) | ||
Interest | 6,076 | |||
|
| |||
Total investment income | 338,036 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 366,609 | |||
Transfer agent fees (Note 2) | 40,219 | |||
Administration and accounting fees (Note 2) | 34,884 | |||
Legal fees | 22,134 | |||
Registration and filing fees | 16,302 | |||
Trustees’ and officers’ fees (Note 2) | 15,076 | |||
Audit fees | 13,025 | |||
Printing and shareholder reporting fees | 10,510 | |||
Custodian fees (Note 2) | 8,916 | |||
Distribution fees (Class A) (Note 2) | 8,143 | |||
Other expenses | 8,318 | |||
|
| |||
Total expenses before waivers and reimbursements | 544,136 | |||
|
| |||
Less: waivers (Note 2) | (127,816 | ) | ||
|
| |||
Net expenses after waivers | 416,320 | |||
|
| |||
Net investment loss | (78,284 | ) | ||
|
| |||
Net realized and unrealized loss from investments: | ||||
Net realized gain from investments | 375,603 | |||
Net realized gain from written options | 5,487 | |||
Net change in unrealized appreciation/(depreciation) on investments | (721,194 | ) | ||
Net change in unrealized appreciation on written options | 612 | |||
|
| |||
Net realized and unrealized loss on investments | (339,492 | ) | ||
|
| |||
Net decrease in net assets resulting from operations | $ | (417,776 | ) | |
|
|
The accompanying notes are an integral part of the financial statements.
16
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||
Increase/(decrease) in net assets from operations: | ||||||||||
Net investment income/(loss) | $ | (78,284 | ) | $ | 1,023,487 | |||||
Net realized gain/(loss) from investments and written options | 381,090 | (917,659 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments and written options | (720,582 | ) | (11,648,924 | ) | ||||||
|
|
|
| |||||||
Net decrease in net assets resulting from operations | (417,776 | ) | (11,543,096 | ) | ||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net realized capital gains: | ||||||||||
Class A | — | (530,362 | ) | |||||||
Class I | — | (4,267,960 | ) | |||||||
|
|
|
| |||||||
Total net realized capital gains | — | (4,798,322 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (4,798,322 | ) | |||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | (19,707,759 | ) | 31,716,200 | |||||||
|
|
|
| |||||||
Total increase/(decrease) in net assets | (20,125,535 | ) | 15,374,782 | |||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 86,486,663 | 71,111,881 | ||||||||
|
|
|
| |||||||
End of period | $ | 66,361,128 | $ | 86,486,663 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 1,106,818 | $ | 1,185,102 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
17
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Financial Highlights
Contained below is per share operating performance data for Class A shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A | ||||||||||||||||||||||||||||||
For the Six Months Ended | For the Ended | For the Ended April 30, | For the Ended April 30, | For the Ended April 30, | For the Ended April 30, | |||||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 13.72 | $ | 17.07 | $ | 15.16 | $ | 13.60 | $ | 12.12 | $ | 12.61 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net investment income/(loss)(1) | (0.03 | ) | 0.16 | (0.03 | ) | (0.02 | ) | 0.07 | (0.03 | ) | ||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.14 | ) | (2.55 | ) | 2.88 | 2.45 | 1.48 | (0.16 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | (0.17 | ) | (2.39 | ) | 2.85 | 2.43 | 1.55 | (0.19 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | — | — | — | (0.07 | ) | — | |||||||||||||||||||||||
Net realized capital gains | — | (0.96 | ) | (0.94 | ) | (0.87 | ) | — | (0.30 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.96 | ) | (0.94 | ) | (0.87 | ) | (0.07 | ) | (0.30 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Redemption fees | — | (2) | — | (2) | — | — | (2) | — | — | (2) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net asset value, end of period | $ | 13.55 | $ | 13.72 | $ | 17.07 | $ | 15.16 | $ | 13.60 | $ | 12.12 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total investment return(3) | (1.24 | )% | (14.00 | )% | 19.11 | % | 18.04 | % | 12.92 | % | (1.16 | )% | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of year (in thousands) | $ | 5,687 | $ | 7,408 | $ | 8,042 | $ | 7,643 | $ | 4,921 | $ | 2,922 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.25 | %(4) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.57 | %(4) | 1.54 | % | 1.69 | % | 1.74 | % | 1.88 | % | 1.93 | % | ||||||||||||||||||
Ratio of net investment income/(loss) to average net assets | (0.42 | )%(4) | 1.06 | % | (0.20 | )% | (0.15 | )% | 0.62 | % | (0.26 | )% | ||||||||||||||||||
Portfolio turnover rate | 8.38 | %(6) | 14.20 | % | 31.11 | % | 19.69 | % | 11.81 | % | 18.19 | %(7) |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
(7) | Portfolio turnover rate excludes securities received from processing subscription-in-kind. |
The accompanying notes are an integral part of the financial statements.
18
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Financial Highlights
Contained below is per share operating performance data for Class I shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I | ||||||||||||||||||||||||||||||
For the Six Months Ended | For the Ended | For the Ended April 30, | For the Ended April 30, | For the Ended April 30, | For the Ended April 30, | |||||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 13.88 | $ | 17.21 | $ | 15.24 | $ | 13.64 | $ | 12.15 | $ | 12.61 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net investment income/(loss)(1) | (0.01 | ) | 0.20 | 0.01 | 0.02 | 0.10 | — | (2) | ||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.14 | ) | (2.57 | ) | 2.90 | 2.45 | 1.49 | (0.16 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | (0.15 | ) | (2.37 | ) | 2.91 | 2.47 | 1.59 | (0.16 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | — | — | — | (0.10 | ) | — | (2) | ||||||||||||||||||||||
Net realized capital gains | — | (0.96 | ) | (0.94 | ) | (0.87 | ) | — | (0.30 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.96 | ) | (0.94 | ) | (0.87 | ) | (0.10 | ) | (0.30 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Redemption fees | — | — | (2) | — | — | (2) | — | — | (2) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net asset value, end of period | $ | 13.73 | $ | 13.88 | $ | 17.21 | $ | 15.24 | $ | 13.64 | $ | 12.15 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Total investment return(3) | (1.08 | )% | (13.76 | )% | 19.41 | % | 18.29 | % | 13.21 | % | (0.91 | )% | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of year (in thousands) | $ | 60,674 | $ | 79,078 | $ | 63,069 | $ | 47,969 | $ | 40,765 | $ | 43,024 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.00 | %(4) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.32 | %(4) | 1.29 | % | 1.45 | % | 1.49 | % | 1.62 | % | 1.67 | % | ||||||||||||||||||
Ratio of net investment income/(loss) to average net assets | (0.17 | )%(4) | 1.30 | % | 0.05 | % | 0.10 | % | 0.86 | % | (0.01 | )% | ||||||||||||||||||
Portfolio turnover rate | 8.38 | %(6) | 14.20 | % | 31.11 | % | 19.69 | % | 11.81 | % | 18.19 | %(7) |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total return for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
(7) | Portfolio turnover rate excludes securities received from processing subscription-in-kind. |
The accompanying notes are an integral part of the financial statements.
19
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Private Capital Management Value Fund (the “Fund”) is a non-diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on May 28, 2010. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares, Class A, Class C, Class I and Class R Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A 1.00% contingent deferred sales charge (“CDSC”) will be assessed when Class C shares are redeemed within 12 months after initial purchase; however, the CDSC shall not apply to the purchases of Class C shares where the selling broker dealer was not paid a commission at the time of initial purchase.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily as of the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Foreign securities are valued based on prices from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
20
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
• | 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.); and |
• | 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 following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Level 2 | Level 3 | |||||||||||||||
Level 1 | Other Significant | Significant | ||||||||||||||
Total Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Price | Inputs | Inputs | |||||||||||||
Assets: | ||||||||||||||||
Investments in Securities* | $ | 60,364,365 | $ | 60,364,365 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
* Please refer to Portfolio of Investments for further details on portfolio holdings.
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts
21
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3.
Disclosures About Derivative Instruments and Hedging Activities
The following tables provide quantitative disclosures about fair value amounts of, and gains and losses on, the Fund’s derivative instruments as of October 31, 2016.
The following table lists the amounts of change in unrealized appreciation/(depreciation) included in net increase in net assets resulting from operations for the six months ended October 31, 2016, grouped by contract type and risk exposure.
Statement of Operations | Equity | |||||||||
Derivative Type | Location | Contracts | Total | |||||||
Change in appreciation/(depreciation) | ||||||||||
Purchased Options | Net change in unrealized appreciation on investments | $2,211 | $ | 2,211 | ||||||
Written Options | Net change in unrealized appreciation on written options | 612 | 612 | |||||||
Total change in appreciation/(depreciation) | $2,823 | $ | 2,823 |
The following table lists the amounts of change in realized appreciation/(depreciation) included in net increase in net assets resulting from operations for the six months ended October 31, 2016, grouped by contract type and risk exposure.
Statement of Operations | Equity | |||||||||
Derivative Type | Location | Contracts | Total | |||||||
Realized Gain/(Loss) | ||||||||||
Purchased Options | Net realized loss from Investments | $(1,574) | $ | (1,574) | ||||||
Written Options | Net realized gain from Written Options | $ 5,487 | $ | 5,487 | ||||||
Total Realized Gain | $ 3,913 | $ | 3,913 |
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
22
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are generally allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect
23
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.
Purchased Options — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Fund purchases option contracts. This transaction is used to hedge against the values of equities. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.
Options Written — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge the values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid. As of October 31, 2016, the Fund had no written options.
24
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The Fund had transactions in options written during the six month period October 31, 2016 as follows:
Number of Contracts | Premium | |||||||||
Outstanding, April 30, 2016 | 300 | $ | 5,487 | |||||||
Call Options Written | — | — | ||||||||
Put Options Written | — | — | ||||||||
Call Options Closed | — | — | ||||||||
Put Options Closed | — | — | ||||||||
Put Options Expired | (300 | ) | (5,487 | ) | ||||||
Put Options Exercised | — | — | ||||||||
|
|
|
| |||||||
Outstanding, October 31, 2016 | — | $ | — | |||||||
|
|
|
|
For the six months period ended October 31, 2016, the Fund’s quarterly average volume of derivatives is as follows:
Purchased Options (Cost) | Written Options (Proceeds) | |
$4,237 | $1,829 |
2. Transactions with Related Parties and Other Service Providers
Private Capital Management, LLC (the “Adviser”) serves as the investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.90% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 1.00% (on an annual basis) of the Fund’s average daily net assets (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual Fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.
25
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
As of October 31, 2016, the amount of potential recovery was as follows:
Expiration | ||||||
4/30/2017 | 4/30/2018 | 4/30/2019 | 4/30/2020 | |||
$266,144 | $273,334 | $233,659 | $127,816 |
For the six months ended October 31, 2016, the Adviser earned fees of $366,609, and waived fees of $127,816. As of October 31, 2016, investment advisory fees payable to the Adviser were $31,644.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $7,018. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They are not compensated by the Trust or the Funds.
26
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 5,978,730 | $ | 17,361,908 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A | ||||||||||||||||
Sales | 16,798 | $ | 220,591 | 121,088 | $ | 1,972,275 | ||||||||||
Reinvestments | — | — | 38,187 | 523,919 | ||||||||||||
Redemption Fees* | — | 26 | — | 131 | ||||||||||||
Redemptions | (136,971 | ) | (1,879,648 | ) | (90,591 | ) | (1,281,421 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase/(decrease) | (120,173 | ) | $ | (1,659,031 | ) | 68,684 | $ | 1,214,904 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Class I | ||||||||||||||||
Sales | 435,610 | $ | 6,082,238 | 2,706,690 | $ | 40,259,973 | ||||||||||
Reinvestments | — | — | 279,485 | 3,876,459 | ||||||||||||
Redemption Fees* | — | 269 | — | 1,030 | ||||||||||||
Redemptions | (1,711,343 | ) | (24,131,235 | ) | (954,043 | ) | (13,636,166 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | (1,275,733 | ) | $ | (18,048,728 | ) | 2,032,132 | $ | 30,501,296 | ||||||||
|
|
|
|
|
|
|
| |||||||||
Total net increase | (1,395,906 | ) | $ | (19,707,759 | ) | 2,100,816 | $ | 31,716,200 | ||||||||
|
|
|
|
|
|
|
|
* | There is a 2.00% redemption fee that may be charged on shares redeemed within the first 30 days of their acquisition. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital. |
27
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $14,175 of ordinary income and $4,784,147 of long-term capital gains dividends. For the year ended April 30, 2015, the tax character of distributions paid by the Fund was $3,330,481 of long-term capital gains dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss | Undistributed | Undistributed | Unrealized | Qualified Late-Year | ||||
Carryforward | Ordinary Income | Long-Term Gain | Appreciation | Losses | ||||
$(913,238) | $1,023,550 | $— | $8,850,098 | $— |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
At October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 52,015,832 | ||||||
|
| |||||||
Gross unrealized appreciation | $ | 15,679,116 | ||||||
Gross unrealized depreciation | (7,330,583 | ) | ||||||
|
| |||||||
Net unrealized appreciation | $ | 8,348,533 | ||||||
|
|
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
28
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had no capital loss deferrals.
Accumulated capital losses represent net capital loss carry forwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund had capital losses carryforward of $913,238 of which $17,292 are long-term capital losses and $895,946 are short-term capital losses carryforwards and have an unlimited period of capital loss carryforward.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date that the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
29
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 568-1267 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on June 20-21, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Private Capital Management, LLC (“PCM” or the “Advisor”) and the Trust (the “Agreement”) on behalf of the Private Capital Management Value Fund (the “PCM Fund”). At the Meeting, the Board considered the continuation of the Agreement with respect to the PCM Fund for an additional one year period.
In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the PCM Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the PCM Fund, (iv) investment performance, (v) the capitalization and financial condition of PCM, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the PCM Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on PCM’s ability to service the PCM Fund, (x) compliance with the PCM Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted the reports and discussions with the Advisor as provided at the Board meetings throughout
30
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Other Information (Continued)
(Unaudited)
the year covering matters such as the relative performance of the PCM Fund; compliance with the investment objectives, policies, strategies and limitations for the PCM Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from PCM attended the Meeting in person. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.
Performance. The Trustees considered the investment performance for the PCM Fund and PCM. The Trustees reviewed the historical performance charts for the PCM Fund’s Class A shares and Class I shares as compared to the Russell 2000 Total Return Index, the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index, the PCM Fund’s applicable Lipper index comprised of funds with assets of $250 million or less, for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees noted that they considered performance reports provided at Board meetings throughout the year.
The Trustees noted that the PCM Fund’s Class A shares had outperformed the Russell 2000 Total Return Index for the year-to-date and two year periods ended March 31, 2016 and underperformed for the one year, three year, five year and since inception periods as of March 31, 2016. The Trustees also noted that the PCM Fund’s Class A shares had underperformed the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees further noted that the PCM Fund’s Class I shares had outperformed the Russell 2000 Total Return Index, for the year-to-date, two year and three year periods ended March 31, 2016 and underperformed for the one year, five year and since inception periods as of March 31, 2016. The Trustees also noted that the PCM Fund’s Class I shares had underperformed the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index for the year-to-date, one year, two year, three year, five year and since inception periods ended March 31, 2016. The Trustees concluded that, although the PCM Fund had underperformed the Russell 2000 Total Return Index, the S&P 500 Daily Reinvested Index and the Lipper Mid-Cap Core Fund Index during certain time periods, the performance of the PCM Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
Fees. The Trustees also noted that the representatives of PCM had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the PCM Fund and any other ancillary benefit resulting from the PCM’s relationship with the PCM Fund. The Trustees also reviewed information regarding the fees PCM charges to other clients and evaluated explanations provided by PCM as to differences in fees charged to the PCM Fund and other similarly managed accounts. The Trustees reviewed fees charged by other advisers that manage comparable mutual funds with similar
31
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Other Information (Continued)
(Unaudited)
strategies. The Trustees concluded that the advisory fees and services provided by PCM are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the PCM Fund as measured by the information provided by PCM.
The Board considered the fees that PCM charges to each comparable account and/or Investment Company advised by PCM, and evaluated the explanations provided by PCM as to differences in fees charged to the PCM Fund and such accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the PCM Fund versus other similarly managed funds. The Trustees noted that the gross advisory fee of the PCM Fund’s Class A shares and Class I shares were higher than the median of the gross advisory fees and the net total expense ratio of the PCM Fund’s Class A shares and Class I shares were lower than the median of the net total expenses of fund’s with similar share classes in the Lipper Mid-Cap Core category with $250 million or less in assets. The Trustees concluded that the advisory fee and services provided by PCM are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the PCM Value Fund based on the information provided at the Meeting.
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of PCM, including the professional experience and qualifications of senior personnel. In evaluating the quality of services provided by PCM, the Board took into account its familiarity with PCM’s senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account PCM’s compliance policies and procedures and reports regarding PCM’s compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the PCM Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the PCM Fund by PCM and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the PCM Agreement, that the quality of the services appeared to be consistent with industry norms and that the PCM Fund is likely to benefit from the continued receipt of those services. They also concluded that PCM has sufficient personnel, with the appropriate education and experience, to serve the PCM Fund effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees reviewed materials regarding the costs of the services provided by PCM, the compensation and benefits received by PCM in providing services to the PCM Fund, as well as PCM’s profitability. The Trustees were provided with PCM’s most recent balance sheet and statement of operations and changes in member equity for the years ended December 31, 2015 and December 31, 2014. The Trustees noted that PCM’s level of profitability is an appropriate factor to consider, and the Trustees should be satisfied that PCM’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the PCM Fund specifically. The Trustees concluded that PCM’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the PCM Fund.
32
PRIVATE CAPITAL MANAGEMENT VALUE FUND
Other Information (Concluded)
(Unaudited)
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the PCM grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the PCM Fund for the benefit of fund shareholders but that the advisory fee did not currently include breakpoint reductions as asset levels increase.
At the Meeting, the Trustees unanimously approved the PCM Agreement for an additional one year period. In voting to approve the continuation of the PCM Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by PCM. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the PCM Agreement would be in the best interests of the PCM Fund and its shareholders. As a result, the Board, including a majority of the Independent Trustees, unanimously approved the Agreement with respect to the PCM Fund.
33
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Investment Adviser
Private Capital Management, LLC
8889 Pelican Bay Boulevard
Suite 500
Naples, FL 34108
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
PRI-1016
PRIVATE CAPITAL
MANAGEMENT VALUE
FUND
of
FundVantage Trust
Class A
Class I
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Private Capital Management Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Private Capital Management Value Fund.
QUALITY DIVIDEND FUND
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for Periods Ended October 31, 2016†
Six Months†† | 1 Year | 3 Year | Since Inception | |||||||||||||
Class A (with sales charge) | -2.84% | -0.51 | % | 4.04 | % | 5.03% | ||||||||||
Class A (without sales charge) | 3.07% | 5.53 | % | 6.11 | % | 7.06% | ||||||||||
Russell 1000® Value Index | 4.36% | 6.37 | % | 7.58 | % | 8.86%* | ||||||||||
S&P 500® Index | 4.06% | 4.51 | % | 8.83 | % | 10.17%* | ||||||||||
Class C | 2.71% | 4.78 | % | 5.35 | % | 6.29% | ||||||||||
Russell 1000® Value Index | 4.36% | 6.37 | % | 7.58 | % | 8.59%** | ||||||||||
S&P 500® Index | 4.06% | 4.51 | % | 8.83 | % | 9.89%** | ||||||||||
Institutional Class | N/A | N/A | N/A | -0.88% | ||||||||||||
Russell 1000® Value Index | N/A | N/A | N/A | -0.63%*** | ||||||||||||
S&P 500® Index | N/A | N/A | N/A | -1.03%*** |
† | The Quality Dividend Fund (“the Fund”) Class A shares commenced operations on September 30, 2013; Class C shares commenced operations on October 1, 2013; Institutional Class shares commenced operations on October 4, 2016. |
†† | Not annualized. |
* | Benchmark performance is from the inception date of Class A shares of the Fund (September 30, 2013) only and is not the inception date of the benchmark itself. |
** | Benchmark performance is from the inception date of Class C shares of the Fund (October 1, 2013) only and is not the inception date of the benchmark itself. |
*** | Benchmark performance is from the inception date of Institutional Class shares of the Fund (October 4, 2016) only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month end may be obtained by calling (888) 201-5799.
The returns of Class A shares reflect a deduction for the maximum front end sales charge of 5.75%.
The Fund’s total annual gross and net operating expenses, as stated in the current prospectus dated September 1, 2016, are 1.38% and 1.25%, respectively, for Class A shares, 2.13% and 2.00%, respectively, for Class C shares and 1.13% and 1.00%, for Institutional Class Shares of the Fund’s average daily net assets. These rates may fluctuate and may differ from the actual expenses incurred by the Fund for the period covered by this report. Choice Financial Partners, Inc., d/b/a EquityCompass Strategies (“EquityCompass” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.99% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in effect until September 30, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period
1
QUALITY DIVIDEND FUND
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. Total fees would be higher had such fees and expenses not been waived and/or reimbursed.
A 1.00% redemption fee applies to shares redeemed within 60 days of purchase. The redemption fee is not reflected in the returns shown above.
The Fund intends to evaluate performance as compared to those of the Russell 1000® Value Index and the S&P 500® Index. The Russell 1000® Value Index is an unmanaged index that measures the performance of the highest-ranking 1,000 stocks in the Russell 3000® Index, which represents about 90% of the total market capitalization of all listed U.S. stocks. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is impossible to invest directly in an index.
Mutual fund investing involves risk, including possible loss of principal. The Fund’s dividend income and distributions will fluctuate, and at times the Fund may underperform other funds that invest more broadly or that have different investment styles. Some of the assets in which the Fund may invest entail special risks. Foreign stocks may be affected by currency fluctuations, social and political instability, and lax regulatory and financial reporting standards. Master Limited Partnerships (“MLPs”) may fluctuate abruptly in value and be difficult to liquidate. Real Estate Investment Trusts (“REITs”) entail risks related to real estate, such as tenant defaults, declining occupancy rates, and falling property values due to deteriorating economic conditions. Listed REIT stocks may fluctuate erratically in market price while non-listed REITs may be illiquid.
2
QUALITY DIVIDEND FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of each accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
3
QUALITY DIVIDEND FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Quality Dividend Fund | |||||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | |||||||||||||
May 1, 2016 | October 31, 2016 | During Period | |||||||||||||
Class A* | |||||||||||||||
Actual | $1,000.00 | $1,030.70 | $ 6.35 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.95 | 6.31 | ||||||||||||
Class C* | |||||||||||||||
Actual | $1,000.00 | $1,027.10 | $10.17 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,015.17 | 10.11 | ||||||||||||
Institutional Class** | |||||||||||||||
Actual | $1,000.00 | $ 991.20 | $ 0.73 | ||||||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.21 | 5.04 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.24% and 1.99% for Class A and Class C shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 3.07% and 2.71% for Class A and Class C shares, respectively. |
** | Expenses are equal to an annualized expense ratio for the period beginning October 4, 2016, commencement of operations, to October 31, 2016 of 0.99% for Institutional shares, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (27), then divided by 365 to reflect the period. The Institutional Class ending account values on the first line of the table is based on the actual total returns for the Fund since commencement of operations of (0.88)%. For comparative purposes, the Hypothetical expenses are as if the Institutional Class had been in existence from May 1, 2016, and are equal to the Institutional Class annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period (184), then divided by 365 to reflect the period. |
4
QUALITY DIVIDEND FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net | ||||||||
Assets | Value | |||||||
COMMON STOCKS: | ||||||||
Pharmaceuticals | 10.3 | % | $ | 6,468,112 | ||||
REITs | 10.2 | 6,411,674 | ||||||
Oil, Gas & Consumable Fuels | 7.9 | 4,965,887 | ||||||
Electric Utilities | 7.6 | 4,764,280 | ||||||
Multiline Retail | 7.3 | 4,618,034 | ||||||
Commercial Banks | 7.3 | 4,582,173 | ||||||
Household Products | 7.2 | 4,495,732 | ||||||
Diversified Telecommunication Services | 6.9 | 4,309,826 | ||||||
Aerospace & Defense | 4.1 | 2,558,755 | ||||||
Software | 3.9 | 2,451,028 | ||||||
Food Products | 3.8 | 2,386,293 | ||||||
Chemicals | 3.8 | 2,360,160 | ||||||
Beverages | 3.7 | 2,331,703 | ||||||
Hotels, Restaurants & Leisure | 3.7 | 2,310,724 | ||||||
Communications Equipment | 3.7 | 2,303,485 | ||||||
Tobacco | 3.6 | 2,284,471 | ||||||
Containers & Packaging | 3.5 | 2,176,615 | ||||||
Exchange Traded Fund | 1.0 | 632,060 | ||||||
Other Assets in Excess of Liabilities | 0.5 | 317,827 | ||||||
|
|
|
| |||||
NET ASSETS | 100.0 | % | $ | 62,728,839 | ||||
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
5
QUALITY DIVIDEND FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — 98.5% |
| |||||||
Aerospace & Defense — 4.1% |
| |||||||
Boeing Co. (The) | 17,965 | $ | 2,558,755 | |||||
|
| |||||||
Beverages — 3.7% | ||||||||
Coca-Cola Co. (The) | 54,993 | 2,331,703 | ||||||
|
| |||||||
Chemicals — 3.8% | ||||||||
Dow Chemical Co. (The) | 43,861 | 2,360,160 | ||||||
|
| |||||||
Commercial Banks — 7.3% | ||||||||
JPMorgan Chase & Co. | 35,082 | 2,429,779 | ||||||
Wells Fargo & Co. | 46,781 | 2,152,394 | ||||||
|
| |||||||
4,582,173 | ||||||||
|
| |||||||
Communications Equipment — 3.7% |
| |||||||
Cisco Systems, Inc. | 75,081 | 2,303,485 | ||||||
|
| |||||||
Containers & Packaging — 3.5% |
| |||||||
International Paper Co. | 48,337 | 2,176,615 | ||||||
|
| |||||||
Diversified Telecommunication Services — 6.9% |
| |||||||
AT&T, Inc. | 57,914 | 2,130,656 | ||||||
Verizon Communications, Inc. | 45,305 | 2,179,170 | ||||||
|
| |||||||
4,309,826 | ||||||||
|
| |||||||
Electric Utilities — 7.6% | ||||||||
Duke Energy Corp. | 29,582 | 2,367,152 | ||||||
Southern Co. (The) | 46,483 | 2,397,128 | ||||||
|
| |||||||
4,764,280 | ||||||||
|
| |||||||
Food Products — 3.8% | ||||||||
Flowers Foods, Inc. | 153,756 | 2,386,293 | ||||||
|
| |||||||
Hotels, Restaurants & Leisure — 3.7% |
| |||||||
McDonald’s Corp. | 20,527 | 2,310,724 | ||||||
|
| |||||||
Household Products — 7.2% | ||||||||
Kimberly-Clark Corp. | 18,772 | 2,147,705 | ||||||
Procter & Gamble Co. (The) | 27,051 | 2,348,027 | ||||||
|
| |||||||
4,495,732 | ||||||||
|
|
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Multiline Retail — 7.3% | ||||||||
Kohl’s Corp. | 52,706 | $ | 2,305,888 | |||||
Target Corp. | 33,641 | 2,312,146 | ||||||
|
| |||||||
4,618,034 | ||||||||
|
| |||||||
Oil, Gas & Consumable Fuels — 7.9% |
| |||||||
Buckeye Partners L.P.† | 33,911 | 2,188,616 | ||||||
Spectra Energy Corp. | 66,426 | 2,777,271 | ||||||
|
| |||||||
4,965,887 | ||||||||
|
| |||||||
Pharmaceuticals — 10.3% |
| |||||||
AbbVie, Inc. | 36,148 | 2,016,335 | ||||||
Johnson & Johnson | 19,820 | 2,298,922 | ||||||
Pfizer, Inc. | 67,892 | 2,152,855 | ||||||
|
| |||||||
6,468,112 | ||||||||
|
| |||||||
REITs — 10.2% | ||||||||
Digital Realty Trust, Inc. | 23,910 | 2,233,911 | ||||||
Omega Healthcare Investors, Inc. | 65,039 | 2,070,191 | ||||||
Welltower, Inc. | 30,754 | 2,107,572 | ||||||
|
| |||||||
6,411,674 | ||||||||
|
| |||||||
Software — 3.9% | ||||||||
Microsoft Corp. | 40,905 | 2,451,028 | ||||||
|
| |||||||
Tobacco — 3.6% | ||||||||
Philip Morris | 23,688 | 2,284,471 | ||||||
|
| |||||||
TOTAL COMMON STOCKS (Cost $56,254,258) |
| 61,778,952 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
6
QUALITY DIVIDEND FUND
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
EXCHANGE TRADED FUND — 1.0% |
| |||||||
SPDR S&P Dividend ETF | 7,762 | $ | 632,060 | |||||
|
| |||||||
TOTAL EXCHANGE TRADED FUND (Cost $565,125) | 632,060 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 99.5% |
| 62,411,012 | ||||||
|
| |||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5% | 317,827 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 62,728,839 | ||||||
|
|
L.P. | Limited Partnership | |
REIT | Real Estate Investment Trust | |
SPDR | Standard & Poor’s Depository Receipt | |
† | Master Limited Partnership |
The accompanying notes are an integral part of the financial statements.
7
QUALITY DIVIDEND FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $56,819,383) | $ | 62,411,012 | ||
Cash | 228,554 | |||
Receivable for investments sold | 2,304 | |||
Receivable for capital shares sold | 51,925 | |||
Dividends and interest receivable | 133,582 | |||
Prepaid expenses and other assets | 55,990 | |||
|
| |||
Total assets | 62,883,367 | |||
|
| |||
Liabilities | ||||
Payable for Investment Adviser | 25,648 | |||
Payable for transfer agent fees | 25,302 | |||
Payable for distribution fees | 23,733 | |||
Payable for administration and accounting fees | 21,243 | |||
Payable for capital shares redeemed | 17,877 | |||
Payable for audit fees | 12,793 | |||
Payable for shareholder servicing fees | 5,185 | |||
Payable for custodian fees | 2,690 | |||
Accrued expenses | 20,057 | |||
|
| |||
Total liabilities | 154,528 | |||
|
| |||
Net Assets | $ | 62,728,839 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 55,800 | ||
Paid-in capital | 61,039,315 | |||
Accumulated net investment income | 100,048 | |||
Accumulated net realized loss from investments | (4,057,953 | ) | ||
Net unrealized appreciation on investments | 5,591,629 | |||
|
| |||
Net Assets | $ | 62,728,839 | ||
|
| |||
Class A: |
Net asset value and redemption price per share ($37,214,550 / 3,314,840 shares) | $ | 11.23 | ||
|
| |||
Maximum offering price per share (100/94.25 of $11.23) | $ | 11.92 | ||
|
| |||
Class C: | ||||
Net asset value, offering and redemption price per share ($24,036,307 / 2,133,479 shares) | $ | 11.27 | ||
|
| |||
Institutional Class: | ||||
Net asset value, offering and redemption price per share ($1,477,982 / 131,640 shares) | $ | 11.23 | ||
|
|
The accompanying notes are an integral part of the financial statements.
8
QUALITY DIVIDEND FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 1,097,785 | ||
Interest | 29 | |||
|
| |||
Total investment income | 1,097,814 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 191,923 | |||
Distribution fees (Class C) (Note 2) | 93,089 | |||
Distribution fees (Class A) (Note 2) | 48,724 | |||
Transfer agent fees (Note 2) | 38,161 | |||
Administration and accounting fees (Note 2) | 33,899 | |||
Shareholder Servicing fees (Class C) | 31,030 | |||
Legal fees | 16,693 | |||
Audit fees | 13,697 | |||
Printing and shareholder reporting fees | 12,477 | |||
Registration and filing fees | 11,492 | |||
Trustees’ and officers’ fees (Note 2) | 11,469 | |||
Custodian fees (Note 2) | 8,772 | |||
Other expenses | 11,808 | |||
|
| |||
Total expenses before waivers | 523,234 | |||
|
| |||
Less: waivers (Note 2) | (33,687 | ) | ||
|
| |||
Net expenses after waivers | 489,547 | |||
|
| |||
Net investment income | 608,267 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized gain from investments | 1,711,287 | |||
Net change in unrealized depreciation on investments | (593,557 | ) | ||
|
| |||
Net realized and unrealized gain on investments | 1,117,730 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 1,725,997 | ||
|
|
The accompanying notes are an integral part of the financial statements.
9
QUALITY DIVIDEND FUND
Statements of Changes in Net Assets
For the | ||||||||||
Six Months Ended | For the | |||||||||
October 31, 2016 | Year Ended | |||||||||
(Unaudited) | April 30, 2016 | |||||||||
Increase in net assets from operations | ||||||||||
Net investment income | $ | 608,267 | $ | 1,186,023 | ||||||
Net realized gain/(loss) from investments | 1,711,287 | (5,676,467 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments | (593,557 | ) | 3,239,055 | |||||||
|
|
|
| |||||||
Net increase/(decrease) in net assets resulting from operations | 1,725,997 | (1,251,389 | ) | |||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class A | (481,643 | ) | (812,392 | ) | ||||||
Class C | (194,272 | ) | (411,363 | ) | ||||||
|
|
|
| |||||||
Total net investment income | (675,915 | ) | (1,223,755 | ) | ||||||
|
|
|
| |||||||
Net realized capital gain: | ||||||||||
Class A | — | (459,203 | ) | |||||||
Class C | — | (285,545 | ) | |||||||
|
|
|
| |||||||
Total net realized capital gain | — | (744,748 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (675,915 | ) | (1,968,503 | ) | ||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions | 2,855,210 | 5,594,857 | ||||||||
|
|
|
| |||||||
Total increase in net assets | 3,905,292 | 2,374,965 | ||||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 58,823,547 | 56,448,582 | ||||||||
|
|
|
| |||||||
End of period | $ | 62,728,839 | $ | 58,823,547 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 100,048 | $ | 167,696 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
10
QUALITY DIVIDEND FUND
Financial Highlights
Contained below is per share operating performance data for each Class A share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A | ||||||||||||||||||||
For the | ||||||||||||||||||||
Six Months Ended | For the | For the | For the Period | |||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | September 30, 2013* | |||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | to April 30, 2014 | |||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 11.03 | $ | 11.66 | $ | 11.02 | $ | 10.00 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net investment income(1) | 0.13 | 0.26 | 0.27 | 0.16 | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.21 | (0.49 | ) | 0.79 | 0.96 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.34 | (0.23 | ) | 1.06 | 1.12 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||
Net Investment Income | (0.14 | ) | (0.26 | ) | (0.28 | ) | (0.10 | ) | ||||||||||||
Net realized capital gain | — | (0.14 | ) | (0.14 | ) | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total dividends and distributions | (0.14 | ) | (0.40 | ) | (0.42 | ) | (0.10 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Redemption Fees | — | (2) | — | (2) | — | (2) | — | (2) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 11.23 | $ | 11.03 | $ | 11.66 | $ | 11.02 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total investment return(3) | 3.07 | % | (1.84 | )% | 9.65 | % | 11.27 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 37,215 | $ | 35,607 | $ | 35,629 | $ | 20,745 | ||||||||||||
Ratio of expenses to average net assets | 1.24 | %(4) | 1.24 | % | 1.24 | % | 1.24 | %(4) | ||||||||||||
Ratio of expenses to average net assets | ||||||||||||||||||||
without waivers and expense reimbursements(5) | 1.35 | %(4) | 1.37 | % | 1.62 | % | 2.97 | %(4) | ||||||||||||
Ratio of net investment income to average net assets | 2.19 | %(4) | 2.40 | % | 2.33 | % | 2.65 | %(4) | ||||||||||||
Portfolio turnover rate | 25.40 | %(6) | 62.74 | % | 67.56 | % | 10.71 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
11
QUALITY DIVIDEND FUND
Financial Highlights (Continued)
Contained below is per share operating performance data for each Class C share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class C | ||||||||||||||||||||
For the | ||||||||||||||||||||
Six Months Ended | For the | For the | For the Period | |||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | October 1, 2013* | |||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | to April 30, 2014 | |||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 11.06 | $ | 11.73 | $ | 11.02 | $ | 10.00 | ||||||||||||
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Net investment income(1) | 0.08 | 0.18 | 0.18 | 0.12 | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.22 | (0.51 | ) | 0.80 | 0.96 | |||||||||||||||
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Net increase/(decrease) in net assets resulting from operations | 0.30 | (0.33 | ) | 0.98 | 1.08 | |||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||
Net investment income | (0.09 | ) | (0.20 | ) | (0.13 | ) | (0.06 | ) | ||||||||||||
Net realized capital gain | — | (0.14 | ) | (0.14 | ) | — | ||||||||||||||
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Total dividends and distributions | (0.09 | ) | (0.34 | ) | (0.27 | ) | (0.06 | ) | ||||||||||||
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Redemption Fees | — | (2) | — | (2) | — | (2) | — | (2) | ||||||||||||
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Net asset value, end of period | $ | 11.27 | $ | 11.06 | $ | 11.73 | $ | 11.02 | ||||||||||||
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Total investment return(3) | 2.71 | % | (2.65 | )% | 8.91 | % | 10.84 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 24,036 | $ | 23,217 | $ | 20,820 | $ | 8,089 | ||||||||||||
Ratio of expenses to average net assets | 1.99 | %(4) | 1.99 | % | 1.99 | % | 1.99 | %(4) | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 2.10 | %(4) | 2.12 | % | 2.35 | % | 3.72 | %(4) | ||||||||||||
Ratio of net investment income to average net assets | 1.45 | %(4) | 1.65 | % | 1.58 | % | 1.46 | %(4) | ||||||||||||
Portfolio turnover rate | 25.40 | %(6) | 62.74 | % | 67.56 | % | 10.71 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
12
QUALITY DIVIDEND FUND
Financial Highlights (Continued)
Contained below is per share operating performance data for each Institutional Class share outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Institutional Class | |||||
For the Period | |||||
October 04, 2016* | |||||
to October 31, 2016 | |||||
Per Share Operating Performance | |||||
Net asset value, beginning of period | $ | 11.33 | |||
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| ||||
Net investment income(1) | 0.02 | ||||
Net realized and unrealized loss on investments | (0.12 | ) | |||
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| ||||
Net decrease in net assets resulting from operations | (0.10 | ) | |||
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Redemption Fees | — | (2) | |||
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| ||||
Net asset value, end of period | $ | 11.23 | |||
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| ||||
Total investment return(3) | (0.88 | )% | |||
Ratio/Supplemental Data | |||||
Net assets, end of period (in thousands) | $ | 1,478 | |||
Ratio of expenses to average net assets | 0.99 | %(4) | |||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 1.13 | %(4) | |||
Ratio of net investment income to average net assets | 1.88 | %(4) | |||
Portfolio turnover rate | 25.40 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
13
QUALITY DIVIDEND FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Quality Dividend Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on September 30, 2013. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares; Class A, Class C and Institutional Class shares. Class A shares are subject to a front end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”), as a percentage of the lower of the original purchase price or net asset value at redemption, of 1.00% may be imposed on full or partial redemptions of Class A shares made within twelve months of purchase where (i) $1 million or more of Class A shares was purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale. A CDSC of 1% may apply to Class C shares when shares are redeemed within 12 months after initial purchase.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter (“OTC”) market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
14
QUALITY DIVIDEND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and |
• 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 following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Level 2 | Level 3 | |||||||||||||||
Level 1 | Other Significant | Significant | ||||||||||||||
Total Market Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Price | Inputs | Inputs | |||||||||||||
Investments in Securities* | $ | 62,411,012 | $ | 62,411,012 | $ | — | $ | — | ||||||||
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* Please refer to Portfolio of Investments for further details.
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
15
QUALITY DIVIDEND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
MLP Common Units — Master Limited Partnership (“MLP”) common units represent limited partnership interests in the MLP. Common units are generally listed and traded on the U.S. securities exchanges or OTC with their value fluctuating predominantly based on the success of the MLP. Unlike owners of common stock of a corporation, owners of MLP common units have limited voting rights and have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions. Common unit holders have first
16
QUALITY DIVIDEND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
priority to receive quarterly cash distributions up to the minimum quarterly distribution and have arrearage rights. In the event of liquidation, common unit holders have preference over subordinated units, but not debt holders or preferred unit holders, to remaining assets of the MLP.
Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid quarterly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
Choice Financial Partners, Inc., doing business as EquityCompass Strategies (“EquityCompass” or the “Adviser”), serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust. For its services, the Adviser is paid a monthly fee at the annual rate of 0.60% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, any class-specific fees and expenses, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed 0.99% of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in effect until September 30, 2017 unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.
17
QUALITY DIVIDEND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
At October 31, 2016, the amount of potential recovery was as follows:
Expiration | ||||||
April 30, 2017 | April 30, 2018 | April 30, 2019 | April 30, 2020 | |||
$132,314 | $153,735 | $72,020 | $33,687 |
For the six months ended October 31, 2016, the Adviser earned advisory fees of $191,923 and waived fees of $33,687.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
BNY Mellon and the Custodian have the ability to recover amounts previously waived if the Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C shares.
18
QUALITY DIVIDEND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $6,194. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 19,026,154 | $ | 15,904,123 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A | ||||||||||||||||
Sales | 443,189 | $ | 5,034,335 | 610,113 | $ | 6,694,354 | ||||||||||
Reinvestments | 30,622 | 349,329 | 90,760 | 982,542 | ||||||||||||
Redemption Fees* | — | 79 | — | 1,511 | ||||||||||||
Redemptions | (387,841 | ) | (4,405,538 | ) | (526,706 | ) | (5,700,490 | ) | ||||||||
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Net Increase | 85,970 | $ | 978,205 | 174,167 | $ | 1,977,917 | ||||||||||
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19
QUALITY DIVIDEND FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class C | ||||||||||||||||
Sales | 262,365 | $ | 2,999,267 | 569,179 | $ | 6,292,787 | ||||||||||
Reinvestments | 13,519 | 154,502 | 52,434 | 570,954 | ||||||||||||
Redemption Fees* | — | 50 | — | 947 | ||||||||||||
Redemptions | (241,553 | ) | (2,767,719 | ) | (297,865 | ) | (3,247,748 | ) | ||||||||
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Net Increase | 34,331 | $ | 386,100 | 323,748 | $ | 3,616,940 | ||||||||||
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Institutional Class** | ||||||||||||||||
Sales | 132,213 | $ | 1,497,336 | — | $ | — | ||||||||||
Redemption Fees* | — | 1 | — | — | ||||||||||||
Redemptions | (573 | ) | (6,432 | ) | — | — | ||||||||||
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Net Increase | 131,640 | $ | 1,490,905 | — | $ | — | ||||||||||
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Total Net Increase | 251,941 | $ | 2,855,210 | 497,915 | $ | 5,594,857 | ||||||||||
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* There is a 1.00% redemption fee that may be charged on shares redeemed which have been held for 60 days or less. The redemption fees are retained by the Fund for the benefit of the remaining shareholders and recorded as paid-in capital.
** Institutional Class commenced operations on October 4, 2016.
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as tax benefit or expense in the current year. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,241,301 of ordinary income dividends and $727,202 of long-term capital gains dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.
20
QUALITY DIVIDEND FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital | Undistributed | Undistributed | Qualified | Other | |||||||||||||||||||||
Loss | Ordinary | Long-Term | Unrealized | Late-Year | Book/Tax | ||||||||||||||||||||
Carryforward | Income | Gain | Appreciation | Losses | Differences | ||||||||||||||||||||
$(1,485,323) | $176,446 | $— | $6,088,277 | $ | (4,187,008) | $ | (8,750) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes. Other book/tax differences are attributed to the treatment of organizational and start-up costs.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 56,819,383 | ||||||
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Gross unrealized appreciation | $ | 6,259,939 | ||||||
Gross unrealized depreciation | (668,310 | ) | ||||||
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Net unrealized appreciation | $ | 5,591,629 | ||||||
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* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, the Fund had long-term loss deferrals of $2,479,699 and short-term loss deferrals of $1,707,309.
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund’s capital loss carryforwards were $1,485,323, of which $1,148,943 were short-term losses, $336,380 were long-term losses. All losses will be carried forward indefinitely and will retain their character as short-term and long-term capital losses.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
21
QUALITY DIVIDEND FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 201-5799 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
At a meeting held on September 28-29, 2016 (the “Meeting”), the Board of Trustees (the “Board” or the “Trustees”) of FundVantage Trust (the “Trust”), including a majority of the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously approved the continuation of the advisory agreement between Choice Financial Partners, Inc. doing business as EquityCompass Strategies (“EquityCompass” or the “Advisor”) and the Trust (the “Agreement”) on behalf of Quality Dividend Fund (the “EquityCompass Fund”). At the Meeting, the Board considered the continuation of the Agreement with respect to the EquityCompass Fund for an additional one year period.
In determining whether to approve the Agreement, the Trustees considered information provided by the Advisor in accordance with Section 15(c) of the 1940 Act regarding: (i) services performed for the EquityCompass Fund, (ii) the size and qualifications of their portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the EquityCompass Fund, (iv) investment performance, (v) the capitalization and financial condition of EquityCompass, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the EquityCompass Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on EquityCompass’s ability to service the EquityCompass Fund, (x) compliance with the EquityCompass Fund’s investment objectives, policies and practices (including codes of ethics and proxy voting policies) and (xi) compliance with federal securities laws and other regulatory requirements. The Trustees noted
22
QUALITY DIVIDEND FUND
Other Information
(Unaudited) (Continued)
the reports and discussions with portfolio managers as provided at the Board meetings throughout the year covering matters such as the relative performance of the EquityCompass Fund; compliance with the investment objectives, policies, strategies and limitations for the EquityCompass Fund; the compliance of management personnel with the applicable code of ethics; and the adherence to the Trust’s pricing procedures as established by the Board.
Representatives from EquityCompass attended the Meeting in person. The representatives discussed the firm’s history, performance and investment strategies in connection with the proposed approval of the Agreement and answered questions from the Board.
Performance. Trustees considered the investment performance for the Quality Dividend Fund and EquityCompass. The Trustees reviewed the historical performance charts which showed the performance of the Class A shares and Class C shares of the Quality Dividend Fund as compared to the Lipper Global Equity Income Fund Index, the Quality Dividend Fund’s applicable Lipper index for the year-to-date, one year, two year and since inception periods ended June 30, 2016, as applicable. The Trustees also reviewed historical performance charts which showed the performance of the Quality Dividend Fund’s Class A shares as compared to the Russell 1000 Value Index, S&P 500 Total Return Index and the Morningstar Large Value Category of peer funds for the one year and since inception periods ended July 31, 2016. The Trustees considered the short term and long term performance of the Quality Dividend Fund, as applicable. The Trustees noted that they considered performance reports provided at Board meetings throughout the year.
The Trustees noted that the Class A and Class C shares of the Quality Dividend Fund had outperformed the Lipper Global Equity Income Fund Index for the year-to-date, one year, two year and since inception periods ended June 30, 2016. The Trustees also noted that the Class A shares of the Quality Dividend Fund outperformed the Russell 1000 Value Index, S&P 500 Total Return Index for the one year period, outperformed the Morningstar Large Value Category for the one year and since inception periods and underperformed the Russell 1000 Value Index and S&P 500 Total Return Index for the since inception period ended July 31, 2016. The Trustees concluded that the performance of the Quality Dividend Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the Meeting.
Fees. The Trustees noted that the representatives of EquityCompass had provided information regarding its advisory fees and an analysis of these fees in relation to the services provided to the Fund and any other ancillary benefit resulting from EquityCompass’ relationship with the Fund. The Trustees also reviewed information regarding the fees that EquityCompass charges to its separately managed accounts, and evaluated the explanations provided by EquityCompass as to differences in fees charged to the Quality Dividend Fund and separately managed accounts. The Trustees also reviewed a peer comparison of advisory fees and total expenses for the Fund versus the universe of funds with similar share classes in the Lipper Global Equity Income Fund category with $250 million or less in assets. The Trustees noted
23
QUALITY DIVIDEND FUND
Other Information
(Unaudited) (Continued)
that the gross advisory fee and net total expense ratio of the Fund’s Class A and Class C shares were lower than the median of the gross advisory fee and net total expense ratio of the funds with a similar share class in the Lipper Global Equity Income Fund category with $250 million or less in assets. The Trustees concluded that the advisory fees and services provided by EquityCompass are consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Quality Dividend Fund based on the information provided at the Meeting.
Knowledge, experience, and qualifications. The Board considered the level and depth of knowledge of EquityCompass, including the professional experience and qualifications of senior personnel. In evaluating the quality of services to be provided by EquityCompass, the Board took into account its familiarity with EquityCompass’ senior management through Board meetings, discussions and reports during the preceding year. The Board also took into account EquityCompass’ compliance policies and procedures and reports regarding EquityCompass’ compliance operations from the Trust’s CCO. The Board also considered any potential conflicts of interest that may arise in a portfolio manager’s management of the Quality Dividend Fund’s investments on the one hand, and the investments of other accounts, on the other. The Trustees reviewed the services provided to the Quality Dividend Fund by EquityCompass and concluded that the nature, extent and quality of the services provided were appropriate and consistent with the terms of the EquityCompass Agreement, that the quality of the proposed services appeared to be consistent with industry norms and that the Quality Dividend Fund is likely to benefit from the continued receipt of those services. They also concluded that EquityCompass has sufficient personnel, with the appropriate education and experience, to serve the Quality Dividend effectively and had demonstrated their ability to attract and retain qualified personnel.
Costs. The Trustees reviewed materials regarding the costs of the services provided by EquityCompass, the compensation and benefits received by EquityCompass in providing services to the Quality Dividend Fund, as well as EquityCompass’ profitability. The Trustees were provided with the most recent Item 6 (Selected Financial Data) from the Form 10-K of Stifel Financial Corp., EquityCompass’ parent company, for its most recent fiscal year ended December 31, 2015. The Trustees noted that EquityCompass’ level of profitability is an important factor to consider, and the Trustees should be satisfied that EquityCompass’ profits are sufficient to continue as a healthy concern generally and as investment adviser of the Quality Dividend specifically. The Trustees concluded that EquityCompass’ advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account the current size and projected growth of the Quality Dividend Fund.
Economies of Scale. The Trustees considered the extent to which economies of scale would be realized relative to fee levels as the Quality Dividend Fund grows, and whether the advisory fee levels reflect these economies of scale for the benefit of shareholders. The Board noted that economies of scale may be achieved at higher asset levels for the Quality Dividend Fund for the benefit of fund shareholders, but that the advisory fee did not currently include breakpoint reductions as asset levels increased.
24
QUALITY DIVIDEND FUND
Other Information
(Unaudited) (Concluded)
At the Meeting, the Trustees unanimously approved the continuation of the EquityCompass Agreement for an additional one year period. In approving the continuation of the EquityCompass Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by EquityCompass. In arriving at its decision, the Board did not identify any single factor as being of paramount importance and each member of the Board gave varying weights to each factor according to his or her own judgment. The Board determined that the continuation of the EquityCompass Agreement would be in the best interests of the Quality Dividend Fund and its shareholders.
25
[THIS PAGE INTENTIONALLY LEFT BLANK.]
[THIS PAGE INTENTIONALLY LEFT BLANK.]
Investment Adviser
Choice Financial Partners, Inc.
d/b/a EquityCompass Strategies
501 North Broadway
St. Louis, MO 63102
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103-7096
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
QUALITY DIVIDEND
FUND
of
FundVantage Trust
Class A (QDVAX)
Class C (QDVCX)
Institutional Class (QDVIX)
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Quality Dividend Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Quality Dividend Fund.
QUA-1016
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016
| |||||||||||||||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | Since | |||||||||||||||||||||
Class A Shares (with sales charge)* | -1.13 | % | -8.45 | % | -9.46 | % | -2.27 | % | 1.11 | % | |||||||||||||||
Class A Shares (without sales charge)* | 4.91 | % | -2.86 | % | -7.66 | % | -1.11 | % | 1.94 | % | |||||||||||||||
MSCI EAFE (Gross) Index | 0.08 | % | -2.74 | % | -0.86 | % | 5.47 | % | 5.55 | %** |
† | Not Annualized |
* | Class A Shares of the Shelton International Select Equity Fund (the “Fund”) commenced operations on July 31, 2009. |
** | Benchmark performance is from the inception date of Class A Shares of the Fund (July 31, 2009) only and is not the inception date of the benchmark itself. |
Class A Shares of the Fund have a 5.75% maximum sales charge.
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
1
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 | ||||||||||||||||||||
Six Months† | 1 Year | 3 Years | 5 Years | Since | ||||||||||||||||
Class I Shares* | 5.09% | -2.60% | -7.42% | -0.85% | 7.61% | |||||||||||||||
MSCI EAFE (Gross) Index | 0.08% | -2.74% | -0.86% | 5.47% | 11.19% | ** |
† | Not Annualized |
* | Class I Shares of the Fund commenced operations on December 19, 2008. |
** | Benchmark performance is from the inception date of Class I Shares of the Fund (December 19, 2008) only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
2
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Semi-Annual Report
Performance Data (Concluded)
October 31, 2016
(Unaudited)
As stated in the current prospectus dated September 1, 2016 the Fund’s gross “Total Annual Fund Operating Expenses” are 1.27% and 1.02% for Class A shares and Class I shares, respectively. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Shelton Capital Management (“Shelton” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed (on an annual basis) 1.24% with respect to Class A shares and 0.99% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Prior to February 15, 2016, the Expense Limitation was (on an annual basis) 1.50% with respect to Class A shares and 1.25% with respect to Class I shares. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed.
The Fund evaluates its performance as compared to that of the MSCI EAFE® Index [Europe, Australasia, Far East], which is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. & Canada. It is impossible to invest directly in an index. As of October 31, 2016, the MSCI EAFE Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, HongKong, Ireland, Israel, Italy, Japan, the Netherlands, NewZealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Gross total return indexes does not include any tax credits.
All mutual fund investing involves risk, including possible loss of principal. Investing in foreign securities entails special risks, such as fluctuations in currency exchange rates and possible lax regulation of securities markets and accounting practices.
3
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 for the Fund, and held for the entire period.
Actual Expenses
The first line of each accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of each accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of each accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
4
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Shelton International Select Equity Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period* | |||||||||||||
Class A Shares | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,049.10 | $ | 6.40 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.95 | 6.31 | ||||||||||||
Class I Shares | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,050.90 | $ | 5.12 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.21 | 5.04 |
*Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.24% and 0.99% for Class A and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 4.91% and 5.09% for Class A and Class I Shares, respectively.
5
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||||
COMMON STOCKS: | ||||||||||
Commercial Banks | 13.9 | % | $ | 6,445,831 | ||||||
Metals & Mining | 9.8 | 4,575,171 | ||||||||
Oil, Gas & Consumable Fuels | 6.7 | 3,098,044 | ||||||||
Internet Software & Services | 6.2 | 2,908,500 | ||||||||
Food & Staples Retailing | 6.1 | 2,849,565 | ||||||||
Internet & Catalog Retail | 5.9 | 2,736,323 | ||||||||
Insurance | 5.9 | 2,717,921 | ||||||||
Machinery | 3.7 | 1,737,053 | ||||||||
Trading Companies & Distributors | 3.3 | 1,525,547 | ||||||||
Software | 3.3 | 1,522,163 | ||||||||
Media | 3.2 | 1,470,061 | ||||||||
Food Products | 3.0 | 1,398,416 | ||||||||
Professional Services | 2.9 | 1,364,318 | ||||||||
Semiconductors & Semiconductor Equipment | 2.9 | 1,346,630 | ||||||||
Electrical Equipment | 2.9 | 1,345,947 | ||||||||
Chemicals | 2.8 | 1,324,837 | ||||||||
Aerospace & Defense | 2.8 | 1,307,787 | ||||||||
Diversified Financial Services | 2.6 | 1,221,758 | ||||||||
Electronic Equipment, Instruments & Components | 2.4 | 1,131,096 | ||||||||
Personal Products | 2.1 | 968,969 | ||||||||
Household Durables | 1.9 | 895,847 | ||||||||
Real Estate Management & Development | 1.7 | 787,620 | ||||||||
Exchange Traded Funds | 2.6 | 1,196,651 | ||||||||
Other Assets in Excess of Liabilities | 1.4 | 652,313 | ||||||||
|
|
|
|
| ||||||
NET ASSETS | 100.0 | % | $ | 46,528,368 | ||||||
|
|
|
|
|
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
6
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Portfolio of Investments
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — 96.0% |
| |||||||
Australia — 3.9% | ||||||||
BHP Billiton, Ltd. | 103,400 | $ | 1,806,483 | |||||
|
| |||||||
Belgium — 2.7% | ||||||||
KBC Groep NV* | 20,420 | 1,244,830 | ||||||
|
| |||||||
Brazil — 2.4% | ||||||||
Banco Bradesco SA, ADR | 105,850 | 1,101,898 | ||||||
|
| |||||||
Canada — 3.1% | ||||||||
Alimentation Couche-Tard, Inc., Class B | 29,200 | 1,466,858 | ||||||
|
| |||||||
China — 6.2% | ||||||||
NetEase, Inc., ADR | 4,800 | 1,233,552 | ||||||
Tencent Holdings Ltd. | 63,200 | 1,674,948 | ||||||
|
| |||||||
2,908,500 | ||||||||
|
| |||||||
Denmark — 2.9% | ||||||||
Vestas Wind Systems AS | 16,800 | 1,345,947 | ||||||
|
| |||||||
France — 5.8% | ||||||||
Thales SA | 13,900 | 1,307,787 | ||||||
TOTAL SA | 29,500 | 1,413,201 | ||||||
|
| |||||||
2,720,988 | ||||||||
|
| |||||||
Germany — 2.5% | ||||||||
Hannover Rueck SE | 10,310 | 1,150,202 | ||||||
|
| |||||||
Hong Kong — 3.4% | ||||||||
AIA Group Ltd. | 249,200 | 1,567,719 | ||||||
|
| |||||||
Indonesia — 3.6% | ||||||||
Bank Rakyat Indonesia Persero Tbk PT | 1,795,400 | 1,676,490 | ||||||
|
| |||||||
Israel — 3.3% | ||||||||
NICE-Systems Ltd., SP ADR | 22,900 | 1,522,163 | ||||||
|
| |||||||
Japan — 17.8% | ||||||||
Cyberagent, Inc. | 50,600 | 1,470,061 |
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Japan — (Continued) | ||||||||
Daito Trust Construction Co. Ltd. | 4,700 | $ | 787,620 | |||||
ITOCHU Corp. | 120,800 | 1,525,547 | ||||||
Komatsu Ltd. | 36,300 | 808,006 | ||||||
Murata Manufacturing Co., Ltd. | 8,100 | 1,131,096 | ||||||
ORIX Corp. | 77,100 | 1,221,758 | ||||||
Start Today Co., Ltd. | 77,700 | 1,361,610 | ||||||
|
| |||||||
8,305,698 | ||||||||
|
| |||||||
Luxembourg — 3.3% | ||||||||
ArcelorMittal* | 228,435 | 1,543,534 | ||||||
|
| |||||||
Netherlands — 5.1% | ||||||||
Koninklijke Ahold NV | 60,612 | 1,382,707 | ||||||
Unilever NV | 23,170 | 968,969 | ||||||
|
| |||||||
2,351,676 | ||||||||
|
| |||||||
Poland — 2.6% | ||||||||
KGHM Polska Miedz SA | 67,500 | 1,225,154 | ||||||
|
| |||||||
Singapore — 2.5% | ||||||||
DBS Group Holdings Ltd. | 109,000 | 1,174,879 | ||||||
|
| |||||||
Sweden — 3.9% | ||||||||
Electrolux AB, Class B | 37,850 | 895,847 | ||||||
SKF AB, Class B | 54,850 | 929,047 | ||||||
|
| |||||||
1,824,894 | ||||||||
|
| |||||||
Switzerland — 5.9% | ||||||||
Givaudan SA | 685 | 1,324,837 | ||||||
Nestle SA, SP ADR | 19,250 | 1,398,416 | ||||||
|
| |||||||
2,723,253 | ||||||||
|
| |||||||
Taiwan — 2.9% | ||||||||
Taiwan Semiconductor Manufacturing Co., Ltd., SP ADR | 43,300 | 1,346,630 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
7
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Thailand — 2.7% |
| |||||||
Bangkok Bank PCL | 274,800 | $ | 1,247,734 | |||||
|
| |||||||
United Kingdom — 9.5% | ||||||||
ASOS PLC* | 21,415 | 1,374,713 | ||||||
BP PLC | 285,000 | 1,684,843 | ||||||
Intertek Group PLC | 32,700 | 1,364,318 | ||||||
|
| |||||||
4,423,874 | ||||||||
|
| |||||||
TOTAL COMMON STOCKS (Cost $37,327,847) |
| 44,679,404 | ||||||
|
| |||||||
EXCHANGE TRADED FUNDS — 2.6% |
| |||||||
iShares MSCI Emerging Market Index fund | 32,220 | 1,196,651 | ||||||
|
| |||||||
TOTAL EXCHANGE TRADED FUNDS | 1,196,651 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 98.6% |
| 45,876,055 | ||||||
OTHER ASSETS IN | 652,313 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 46,528,368 | ||||||
|
|
* Non-income producing.
| ||
ADR | American Depositary Receipt | |
SP ADR | Sponsored American Depositary Receipt | |
PLC | Public Limited Company |
The accompanying notes are an integral part of the financial statements.
8
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $38,509,499) | $ | 45,876,055 | ||
Cash | 314,172 | |||
Receivable for investments sold | 118,610 | |||
Receivable for capital shares sold | 19,970 | |||
Dividends and interest receivable | 366,998 | |||
Receivable from Adviser | 24,876 | |||
Prepaid expenses and other assets | 4,954 | |||
|
| |||
Total assets | 46,725,635 | |||
|
| |||
Liabilities | ||||
Payable for investments purchased | 117,251 | |||
Payable for administration and accounting fees | 21,705 | |||
Payable for transfer agent fees | 17,068 | |||
Payable for capital shares redeemed | 14,073 | |||
Payable for audit fees | 12,560 | |||
Payable for custodian fees | 7,271 | |||
Accrued expenses | 7,339 | |||
|
| |||
Total liabilities | 197,267 | |||
|
| |||
Net Assets | $ | 46,528,368 | ||
|
| |||
Net Assets Consist of: | ||||
Capital stock, $0.01 par value | $ | 27,852 | ||
Paid-in capital | 103,710,484 | |||
Accumulated net investment income | 465,267 | |||
Accumulated net realized loss from investments | (65,037,988 | ) | ||
Net unrealized appreciation on investments | 7,362,753 | |||
|
| |||
Net Assets | $ | 46,528,368 | ||
|
| |||
Class A Shares: | ||||
Net asset value and redemption price per share ($6,119,229 / 367,270 shares) | $16.66 | |||
Maximum offering price per share (100/94.25 of $16.66) | $17.68 | |||
Class I Shares: | ||||
Net asset value, offering and redemption price per share ($40,409,139 / 2,417,939 shares) | $16.71 |
The accompanying notes are an integral part of the financial statements.
9
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 369,238 | ||
Less: foreign taxes withheld | (63,014 | ) | ||
|
| |||
Total investment income | 306,224 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 178,480 | |||
Registration and filing fees | 72,114 | |||
Administration and accounting fees (Note 2) | 45,580 | |||
Transfer agent fees (Note 2) | 35,435 | |||
Custodian fees (Note 2) | 20,549 | |||
Legal fees | 15,720 | |||
Printing and shareholder reporting fees | 14,141 | |||
Audit fees | 13,840 | |||
Trustees’ and officers’ fees (Note 2) | 13,136 | |||
Distribution fees (Class A) (Note 2) | 8,914 | |||
Other expenses | 28,891 | |||
|
| |||
Total expenses before waivers and reimbursements | 446,800 | |||
|
| |||
Less: waivers and reimbursements (Note 2) | (199,109 | ) | ||
|
| |||
Net expenses after waivers and reimbursements and recoupment | 247,691 | |||
|
| |||
Net investment income | 58,533 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized loss from investments | (363,688 | ) | ||
Net realized gain from foreign currency transactions | 30,802 | |||
Net change in unrealized appreciation/(depreciation) on investments | 2,567,973 | |||
Net change in unrealized appreciation/(depreciation) on foreign currency transactions | (43,648 | ) | ||
|
| |||
Net realized and unrealized gain on investments | 2,191,439 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 2,249,972 | ||
|
|
The accompanying notes are an integral part of the financial statements.
10
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||
Increase/(Decrease) in net assets from operations: | ||||||||||
Net investment income | $ | 58,533 | $ | 2,810,425 | ||||||
Net realized loss from investments | (332,886 | ) | (54,124,589 | ) | ||||||
Net change in unrealized appreciation/(depreciation) on investments | 2,524,325 | (39,681,193 | ) | |||||||
|
|
|
| |||||||
Net increase/(decrease) in net assets resulting from operations | 2,249,972 | (90,995,357 | ) | |||||||
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| |||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||
Net investment income: | ||||||||||
Class A Shares | — | (525,377 | ) | |||||||
Class C Shares | — | (3,396 | ) | |||||||
Class I Shares | — | (5,081,580 | ) | |||||||
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|
| |||||||
Total net investment income | — | (5,610,353 | ) | |||||||
|
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|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | — | (5,610,353 | ) | |||||||
|
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| |||||||
Decrease in Net Assets Derived from Capital Share Transactions (Note 4) | (8,343,415 | ) | (252,136,993 | ) | ||||||
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| |||||||
Total decrease in net assets | (6,093,443 | ) | (348,742,703 | ) | ||||||
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| |||||||
Net assets | ||||||||||
Beginning of period | 52,621,811 | 401,364,514 | ||||||||
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End of period | $ | 46,528,368 | $ | 52,621,811 | ||||||
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Accumulated net investment income, end of period | $ | 465,267 | $ | 406,734 | ||||||
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|
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The accompanying notes are an integral part of the financial statements.
11
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Financial Highlights
Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A Shares | ||||||||||||||||||||||||||||||
For the | ||||||||||||||||||||||||||||||
Six Months | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
Ended | Year | Year | Year | Year | Year | |||||||||||||||||||||||||
October 31, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||||
2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 15.88 | $ | 21.16 | $ | 23.48 | $ | 20.54 | $ | 19.30 | $ | 22.42 | ||||||||||||||||||
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| |||||||||||||||||||
Net investment income(1) | — | (2) | 0.19 | 0.17 | 0.14 | 0.05 | 0.10 | |||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.78 | (4.97 | ) | (2.34 | ) | 2.92 | 1.22 | (3.20 | ) | |||||||||||||||||||||
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| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.78 | (4.78 | ) | (2.17 | ) | 3.06 | 1.27 | (3.10 | ) | |||||||||||||||||||||
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Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | (0.50 | ) | (0.15 | ) | (0.09 | ) | (0.03 | ) | (0.03 | ) | |||||||||||||||||||
Net realized gains | — | — | — | (0.03 | ) | — | — | |||||||||||||||||||||||
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Total dividends and distributions to shareholders | — | (0.50 | ) | (0.15 | ) | (0.12 | ) | (0.03 | ) | (0.03 | ) | |||||||||||||||||||
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Redemption fees | — | — | — | (2) | — | (2) | — | (2) | 0.01 | |||||||||||||||||||||
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Net asset value, end of period | $ | 16.66 | $ | 15.88 | $ | 21.16 | $ | 23.48 | $ | 20.54 | $ | 19.30 | ||||||||||||||||||
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| |||||||||||||||||||
Total investment return(3) | 4.91 | % | (22.51 | )% | (9.18 | )% | 14.90 | % | 6.61 | % | (13.75 | )% | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 6,119 | $ | 8,488 | $ | 31,583 | $ | 46,435 | $ | 53,447 | $ | 58,360 | ||||||||||||||||||
Ratio of expenses to average net assets | 1.24 | %(4) | 1.48 | % | 1.45 | % | 1.49 | % | 1.50 | % | 1.50 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment, if any(5) | 2.06 | %(4) | 1.53 | % | 1.45 | % | 1.45 | % | 1.46 | % | 1.51 | % | ||||||||||||||||||
Ratio of net investment income to average net assets | 0.02 | %(4) | 1.11 | % | 0.75 | % | 0.67 | % | 0.27 | % | 0.51 | % | ||||||||||||||||||
Portfolio turnover rate | 9.97 | %(6) | 40.06 | % | 7.76 | % | 5.65 | % | 5.21 | % | 7.48 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower. |
(4) | Annualized. |
(5) | During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
12
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Financial Highlights (Continued)
Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I Shares | ||||||||||||||||||||||||||||||
For the | ||||||||||||||||||||||||||||||
Six Months | For the | For the | For the | For the | For the | |||||||||||||||||||||||||
Ended | Year | Year | Year | Year | Year | |||||||||||||||||||||||||
October 31, | Ended | Ended | Ended | Ended | Ended | |||||||||||||||||||||||||
2016 | April 30, | April 30, | April 30, | April 30, | April 30, | |||||||||||||||||||||||||
(Unaudited) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||||||||||||
Net asset value, beginning of period | $ | 15.90 | $ | 21.20 | $ | 23.53 | $ | 20.59 | $ | 19.35 | $ | 22.47 | ||||||||||||||||||
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| |||||||||||||||||||
Net investment income(1) | 0.02 | 0.25 | 0.24 | 0.20 | 0.11 | 0.15 | ||||||||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.79 | (5.01 | ) | (2.36 | ) | 2.92 | 1.22 | (3.21 | ) | |||||||||||||||||||||
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| |||||||||||||||||||
Net increase/(decrease) in net assets resulting from operations | 0.81 | (4.76 | ) | (2.12 | ) | 3.12 | 1.33 | (3.06 | ) | |||||||||||||||||||||
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| |||||||||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||||||||||||
Net investment income | — | (0.54 | ) | (0.21 | ) | (0.15 | ) | (0.09 | ) | (0.07 | ) | |||||||||||||||||||
Net realized gains | — | — | — | (0.03 | ) | — | — | |||||||||||||||||||||||
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| |||||||||||||||||||
Total dividends and distributions to shareholders | — | (0.54 | ) | (0.21 | ) | (0.18 | ) | (0.09 | ) | (0.07 | ) | |||||||||||||||||||
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| |||||||||||||||||||
Redemption fees | — | — | — | (2) | — | (2) | — | (2) | 0.01 | |||||||||||||||||||||
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Net asset value, end of period | $ | 16.71 | $ | 15.90 | $ | 21.20 | $ | 23.53 | $ | 20.59 | $ | 19.35 | ||||||||||||||||||
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| |||||||||||||||||||
Total investment return(3) | 5.09 | % | (22.36 | )% | (8.94 | )% | 15.18 | % | 6.88 | % | (13.51 | )% | ||||||||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 40,409 | $ | 44,133 | $ | 369,610 | $ | 347,791 | $ | 320,190 | $ | 256,268 | ||||||||||||||||||
Ratio of expenses to average net assets | 0.99 | %(4) | 1.23 | % | 1.20 | % | 1.24 | % | 1.25 | % | 1.25 | % | ||||||||||||||||||
Ratio of expenses to average net assets without waivers, expense reimbursements and/or recoupment, if any(5) | 1.82 | %(4) | 1.28 | % | 1.20 | % | 1.20 | % | 1.21 | % | 1.27 | % | ||||||||||||||||||
Ratio of net investment income to average net assets | 0.28 | %(4) | 1.36 | % | 1.11 | % | 0.92 | % | 0.58 | % | 0.77 | % | ||||||||||||||||||
Portfolio turnover rate | 9.97 | %(6) | 40.06 | % | 7.76 | % | 5.65 | % | 5.21 | % | 7.48 | % |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were reduced or expenses were recouped. If such fee reductions or recoupments had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
13
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Shelton International Select Equity Fund, (formerly WHV International Equity Fund), (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), and commenced investment operations on December 19, 2008. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of each Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where the selling broker-dealer did not receive a commission. Class C Shares closed on April 15, 2016.
WHV Investments, Inc. (“WHV”), the Fund’s former investment adviser, determined to exit the mutual fund investment advisory business. On June 23, 2016, Shelton Capital Management (“Shelton”) announced an agreement pursuant to which WHV’s in-house Rivington portfolio management team would become employees of Shelton and continue to manage the Fund. Effective July 18, 2016, Shelton succeeded WHV as the investment adviser to the Fund.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. The Fund’s equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing sale or official closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Trust’s Board of Trustees. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having remaining maturities of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Any assets held by the Fund that are denominated
14
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that the Fund determines the daily NAV per share. Foreign securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of the Fund. Investments in other open-end investment companies are valued based on the NAV of such investment companies (which may use fair value pricing as disclosed in their prospectuses). Securities that do not have a readily available current market value are valued in accordance with procedures adopted by the Trust’s Board of Trustees. The Board of Trustees has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available and has delegated to Shelton Capital Management (“Shelton” or the “Adviser”) the responsibility for applying the valuation methods. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and | |
• 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.
Securities listed on a non-U.S. exchange are generally fair valued daily by an independent fair value pricing service approved by the Board of Trustees and categorized as Level 2 investments within the hierarchy. The fair valuations for these securities may not be the same as quoted or published prices of the securities on their primary markets. Securities for which daily fair value prices from the independent fair value pricing service are not available are generally valued at the last quoted sale price at the close of an exchange on which the security is traded and categorized as Level 1 investments within the hierarchy. Values of 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.
15
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Total | Level 1 | Significant | Significant | |||||||||||||
Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Price | Inputs | Inputs | |||||||||||||
Common Stocks: | ||||||||||||||||
Australia | $ | 1,806,483 | $ | — | $ | 1,806,483 | $ | — | ||||||||
Belgium | 1,244,830 | — | 1,244,830 | — | ||||||||||||
Brazil | 1,101,898 | 1,101,898 | — | — | ||||||||||||
Canada | 1,466,858 | 1,466,858 | — | — | ||||||||||||
China | 2,908,500 | 1,233,552 | 1,674,948 | — | ||||||||||||
Denmark | 1,345,947 | — | 1,345,947 | — | ||||||||||||
France | 2,720,988 | — | 2,720,988 | — | ||||||||||||
Germany | 1,150,202 | — | 1,150,202 | — | ||||||||||||
Hong Kong | 1,567,719 | — | 1,567,719 | — | ||||||||||||
Indonesia | 1,676,490 | — | 1,676,490 | — | ||||||||||||
Israel | 1,522,163 | 1,522,163 | — | — | ||||||||||||
Japan | 8,305,698 | — | 8,305,698 | — | ||||||||||||
Luxembourg | 1,543,534 | — | 1,543,534 | — | ||||||||||||
Netherlands | 2,351,676 | 968,969 | 1,382,707 | — | ||||||||||||
Poland | 1,225,154 | — | 1,225,154 | — | ||||||||||||
Singapore | 1,174,879 | — | 1,174,879 | — | ||||||||||||
Sweden | 1,824,894 | — | 1,824,894 | — | ||||||||||||
Switzerland | 2,723,253 | 1,398,416 | 1,324,837 | — | ||||||||||||
Taiwan | 1,346,630 | 1,346,630 | — | — | ||||||||||||
Thailand | 1,247,734 | — | 1,247,734 | — | ||||||||||||
United Kingdom | 4,423,874 | — | 4,423,874 | — | ||||||||||||
Exchange Traded Funds | 1,196,651 | 1,196,651 | — | — | ||||||||||||
|
|
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|
| |||||||||
Total Investments | $ | 45,876,055 | $ | 10,235,137 | $ | 35,640,918 | $ | — | ||||||||
|
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|
|
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|
|
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
16
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, accounting principles generally accepted in the United States of America (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. Fund level expenses common to all classes, investment income and realized and unrealized gains and losses on investments are allocated to each class based upon the relative daily net assets of each class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class specific) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
17
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Foreign Currency Translation — Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, variation margin received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.
The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices of securities held. Such changes are included with the net realized gain or loss and change in unrealized appreciation or depreciation on investment securities in the Statement of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss are reported separately as net realized gain or loss and change in unrealized appreciation or depreciation on foreign currencies in the Statement of Operations.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared and paid at least annually to shareholders and are recorded on ex-date. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Currency Risk — The Fund invests in securities of foreign issuers, including American Depositary Receipts. These markets are subject to special risks associated with foreign investments not typically associated with investing in U.S. markets. Because the foreign securities in which the Fund may invest generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Fund’s NAV, the value of dividends and interest earned and gains and losses realized on the sale of securities. Because the NAV for the Fund is determined on the basis of U.S. dollars, the Fund may lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Fund’s holdings goes up. Generally, a strong U.S. dollar relative to these other currencies will adversely affect the value of the Fund’s holdings in foreign securities.
18
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Foreign Securities Market Risk — Securities of many non-U.S. companies may be less liquid and their prices more volatile than securities of comparable U.S. companies. Securities of companies traded in many countries outside the U.S., particularly emerging markets countries, may be subject to further risks due to the inexperience of local investment professionals and financial institutions, the possibility of permanent or temporary termination of trading and greater spreads between bid and asked prices of securities. In addition, non-U.S. stock exchanges and investment professionals are subject to less governmental regulation, and commissions may be higher than in the United States. Also, there may be delays in the settlement of non-U.S. stock exchange transactions.
2. Transactions with Related Parties and Other Service Providers
For its services, the Adviser is entitled to an investment advisory fee of 0.74% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund. Prior to July 18, 2016, WHV served as the investment adviser to the Fund. After July 18, 2016, Shelton became the investment adviser to the Fund. WHV, prior to July 18, 2016, and Shelton, after July 18, 2016, contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, interest, extraordinary items, “Acquired Fund” fees and expenses and brokerage commissions) do not exceed (on an annual basis) 1.24% with respect to Class A shares and 0.99% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2017, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. Prior to February 15, 2016, the Management Fee was 1.00% (on an annual basis) of the Fund’s average daily net assets and the Expense Limitation was (on an annual basis) 1.50% with respect to Class A shares and 1.25% with respect to Class I shares. Shelton is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. Shelton is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. For the period from May 1, 2016 through July 17, 2016, WHV earned fees of $76,464 and waived fees of $76,083. For the period from July 18, 2016 through
19
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
October 31, 2016, Shelton earned fees of $102,016, waived fees of $102,016 and reimbursed fees of $21,010. WHV is no longer eligible to recover any amounts previously waived or reimbursed. As of October 31, 2016, the amount of potential recovery by Shelton was $123,026, which expires on April 30, 2020.
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (“the Underwriter”) provides principal underwriting services to the Fund.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% on an annualized basis of the average daily net assets of the Fund’s Class A Shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016, was $5,720. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
20
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding U.S. Government and agency short-term investments and other short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 4,677,540 | $ | 10,408,177 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||||||
(Unaudited) | April 30, 2016* | |||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||
Class A Shares | ||||||||||||||||||||
Sales | 1,617 | $ 25,321 | 197,720 | $ 3,715,891 | ||||||||||||||||
Reinvestments | — | — | 23,922 | 369,356 | ||||||||||||||||
Redemptions | (169,046 | ) | (2,710,397 | ) | (1,179,575 | ) | (19,406,293 | ) | ||||||||||||
Net decrease | (167,429 | ) | $(2,685,076 | ) | (957,933 | ) | $(15,321,046 | ) | ||||||||||||
Class C Shares | ||||||||||||||||||||
Sales | — | $ — | 343 | $ 5,000 | ||||||||||||||||
Reinvestments | — | — | 220 | 3,396 | ||||||||||||||||
Redemptions | — | — | (8,653 | ) | (125,185 | ) | ||||||||||||||
Net decrease | — | $ — | $ (8,090 | ) | $ (116,789 | ) |
21
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016* | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class I Shares | ||||||||||||||||
Sales | 174,831 | $ | 2,805,356 | 6,133,764 | $ | 106,747,498 | ||||||||||
Reinvestments | — | 240,629 | 3,717,717 | |||||||||||||
Redemptions | (531,865 | ) | (8,463,695 | ) | (21,036,904 | ) | (347,164,373 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net decrease | (357,034 | ) | $ | (5,658,339 | ) | (14,662,511 | ) | $ | (236,699,158 | ) | ||||||
|
|
|
|
|
|
|
| |||||||||
Total net decrease | (524,463 | ) | $ | (8,343,415 | ) | (15,628,534 | ) | $ | (252,136,993 | ) | ||||||
|
|
|
|
|
|
|
|
* Class C Shares closed on April 15, 2016.
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax characters of distributions paid by the Fund was $5,610,353 of ordinary income dividends. Distributions from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss | Undistributed | Undistributed | Unrealized | Qualified Late-Year | ||||
Carryforward | Ordinary Income | Long-Term Gain | Appreciation | Losses | ||||
$(24,978,634) | $557,958 | $— | $4,537,473 | $(39,576,737) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
22
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 38,509,499 | ||||
|
| |||||
Gross unrealized appreciation | $ | 8,425,411 | ||||
Gross unrealized depreciation | (1,058,855 | ) | ||||
|
| |||||
Net unrealized appreciation | $ | 7,366,556 | ||||
|
|
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Accumulated capital losses represent net capital loss carryovers as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law.
As of April 30, 2016, the Fund had capital loss carryforwards of $24,978,634, of which $3,003,925 were short-term losses, $21,974,709 are long-term losses, and all have an unlimited period of capital loss carryforward.
6. Subsequent Event
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
At a meeting of the Board of Trustees (the “Board”) of the Trust held on September 29, 2016, the Board approved, upon the recommendation of its current investment adviser, Shelton, an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, into a newly-created series of the SCM Trust, a Massachusetts business trust. The Board’s decision to reorganize the Fund is subject to shareholder approval. If approved by shareholders, the reorganization is anticipated to close during the first quarter 2017.
On December 13, 2016, the interim investment advisory agreement dated July 18, 2016 between the Trust, on behalf of the Fund, and Shelton terminated. After December 13, 2016, Shelton has continued to provide the Fund with uninterrupted investment advisory services without an investment advisory agreement approved by the Fund’s shareholders as required by the 1940 Act. Shelton will continue to manage the Fund in accordance with the Fund’s investment objective and principal strategies as disclosed in the Fund’s Prospectus.
23
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
WHV Investments, Inc. (“WHV”), the former investment adviser to the Shelton International Fund (formerly, the WHV International Equity Fund, and referred to herein as the “International Fund “), determined to exit the mutual fund investment advisory business. On July 18, 2016, Shelton Capital Management (“Shelton”) entered into an agreement pursuant to which WHV’s in-house Rivington portfolio management team (“Portfolio Team”) would become employees of Shelton and continue to manage the International Fund (the “Transaction”). In connection with the change in investment adviser from WHV to Shelton, the International Fund’s investment advisory agreement with WHV (“Prior Agreement”) was terminated. Accordingly, at an in-person meeting held on June 20-21, 2016, the FundVantage Board, including the Independent Trustees, unanimously approved a new investment advisory agreement between the International Fund and Shelton (the “New Agreement”). In order for the Portfolio Team to provide uninterrupted services to the International Fund, the FundVantage Board, including the Independent Trustees, also unanimously approved an interim agreement between the International Fund and Shelton (“Interim Agreement”) at the same in-person Board meeting. Effective July 18, 2016, Shelton succeeded WHV as the investment adviser to the International Fund pursuant to the Interim Agreement.
Before considering the Interim Agreement and New Agreement, the FundVantage Board requested information about the Transaction. In determining whether to approve the Interim Agreement and New Agreement, the FundVantage Trustees considered information provided by Shelton in accordance with Section 15(c) of the 1940 Act at the in-person meeting held on June 20-21, 2016. The Trustees considered information that Shelton provided regarding (i) the services to be performed for the International Fund, (ii) the size and qualifications of its portfolio management staff, (iii) any potential or actual material conflicts
24
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Other Information (Continued)
(Unaudited)
of interest which may arise in connection with a portfolio manager’s management of the International Fund, (iv) investment performance, (v) the capitalization and financial condition of Shelton, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the International Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Shelton’s ability to service the International Fund, and (x) compliance with federal securities laws and other regulatory requirements. The Trustees also noted that they had previously received and reviewed a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreements.
At the in-person meeting, representatives from Shelton joined the meeting via teleconference and discussed the Transaction. They also received information regarding Shelton’s performance, investment strategy, and compliance program in connection with the proposed New Agreement. Representatives of Shelton responded to questions from the FundVantage Board. The FundVantage Board members also inquired about the plans for, and the new roles and responsibilities of, certain current employees and officers of WHV as a result of the Transaction. In connection with the FundVantage Trustees’ review of the Interim Agreement and New Agreement, Shelton reported that: (i) it expected that there will be no adverse changes as a result of Shelton’s addition of the Portfolio Team in the nature, quality, or extent of services currently provided to the International Fund and its shareholders, including investment management, distribution, or other shareholder services; (ii) no material adverse effects on Shelton’s financial condition; (iii) no material adverse changes in personnel or operations are contemplated; and (iv) Shelton intended to honor the expense limitations and reimbursements currently in effect for the International Fund.
In addition to the information provided by Shelton as described above, the FundVantage Trustees also considered all other factors they believed to be relevant to evaluating the Interim Agreement and New Agreement, including the specific matters discussed below. In their deliberations, the FundVantage Trustees did not identify any particular information that was controlling, and different FundVantage Trustees may have attributed different weights to the various factors. However, the FundVantage Trustees determined that the overall arrangements between the International Fund and Shelton, as provided in the Interim Agreement and New Agreement, including the proposed advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the FundVantage Trustees considered relevant.
In making their decision relating to the approval of the Interim Agreement and New Agreement, the FundVantage Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the FundVantage Trustees and the conclusions reached in approving the Interim Agreement and New Agreement.
25
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Other Information (Continued)
(Unaudited)
Performance. The FundVantage Trustees considered the investment performance for the International Fund and for similarly managed accounts of the Portfolio Team. The Trustees received performance information for a separate account managed by the Portfolio Team in a substantially similar manner as the International Fund’s current strategy, including a comparison to the MSCI ACWI ex-USA Index (calculated net of taxes applicable to foreign investors who are subject to a foreign tax withholding on dividends received). The Trustees also received performance information for the International Fund as compared to the MSCI EAFE Index (gross of fees) and to the Lipper International Large Cap Growth Index for various periods ending March 31, 2016 and April 30, 2016. The Trustees noted that the Portfolio Team had been managing the International Fund since February 15, 2016, and therefore the Fund’s historical performance was largely that of the Fund’s prior sub-adviser, and not the Rivington PM Team. The Trustees also noted commentary provided by the Portfolio Team regarding the performance data and the various factors contributing to the International Fund’s shorter-term performance.
Fees. The FundVantage Trustees also noted that the representatives of Shelton had provided information regarding its proposed advisory fee and an analysis of this fee in relation to the services proposed to be provided to the International Fund and any other ancillary benefit resulting from Shelton’s relationship with the International Fund. The FundVantage Trustees also reviewed information regarding the fees charged by WHV under the Prior Agreement (and expected to be charged by Shelton) to other clients and evaluated explanations provided by Shelton as to differences in the fees charged to other similarly managed accounts. The FundVantage Trustees reviewed fees charged by other advisers that manage comparable funds with similar strategies.
With respect to the International Fund, the FundVantage Trustees noted that the gross advisory fee of the International Fund was lower than the gross advisory fee of the median of funds in the Lipper International Large Cap Growth Index with $250 million or less in assets. The Trustees noted that the information provided for the International Fund in the Lipper report with respect to net expenses was not reflective of the International Fund’s current expense ratio due to the recent reduction in the International Fund’s advisory fee and expense limitation on February 15, 2016.
Costs. The FundVantage Trustees also considered the costs of the services to be provided by Shelton, the compensation and benefits to be received by Shelton in providing services to the International Fund, as well as Shelton’s profitability. It was noted that the FundVantage Board had been provided with Shelton’s most recent U.S. Return of Partnership Income. The FundVantage Trustees considered any direct or indirect revenues which may be received by Shelton in connection with its management of the International Fund. The FundVantage Trustees noted that the level of profitability is an appropriate factor to consider, and the FundVantage Trustees should be satisfied that Shelton’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the International Fund. Based on the information provided, the FundVantage Trustees concluded that Shelton’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account projected growth of the International Fund.
26
SHELTON INTERNATIONAL SELECT EQUITY FUND
(formerly WHV International Equity Fund)
Other Information (Concluded)
(Unaudited)
Economies of Scale. The FundVantage Trustees considered the extent to which economies of scale would be realized relative to fee level as the International Fund is anticipated to grow, and whether the advisory fee level reflects these economies of scale for the benefit of shareholders. The FundVantage Board noted that economies of scale may be achieved at higher asset levels for the International Fund for the benefit of shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with International Fund shareholders in the advisory fee structure at this time.
After consideration of all the factors, taking into consideration the information presented at the meetings and deliberating in executive session, the FundVantage Board, including the Independent Trustees, unanimously approved the Interim Agreement and New Agreement. In voting to approve the Interim Agreement and New Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Shelton. In arriving at their decision, the FundVantage Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances. The Board determined that the approval of the Interim Agreement and New Agreement would be in the best interests of the WHV Funds and their shareholders.
27
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Investment Adviser
Shelton Capital Management
1050 17th Street
Suite 1710
Denver, CO 80265
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
SHELTON
INTERNATIONAL
SELECT EQUITY FUND
(formerly WHV
International Equity Fund)
of
FundVantage Trust
Class A Shares
Class I Shares
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Shelton International Select Equity Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Shelton International Select Equity Fund.
SIS-1016
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Semi-Annual Report
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016
|
| ||||||||||||||
Six Months† | 1 Year | Since Inception | |||||||||||||
Class A Shares (with sales charge)* | -1.30 | % | -0.24 | % | 3.96 | % | |||||||||
Class A Shares (without sales charge)* | 4.76 | % | 5.88 | % | 7.29 | % | |||||||||
Class I Shares* | 4.87 | % | 6.21 | % | 7.55 | % | |||||||||
Barclays Capital U.S. Aggregate Bond Index | 2.69 | % | 2.57 | % | 3.75 | %*** | |||||||||
Class C Shares** | 4.29 | % | 5.14 | % | 5.22 | % | |||||||||
Barclays Capital U.S. Aggregate Bond Index | 2.69 | % | 2.57 | % | 2.86 | %*** |
† | Not Annualized. |
* | Class A and I Shares of the Fund commenced operations on December 16, 2014. |
** | Class C Shares of the Fund commenced operations on May 1, 2015. |
*** | Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself. |
Class A Shares of the Fund have a 5.75% maximum sales charge.
The performance data quoted represents past performance and does not guarantee future results. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 948-4685. The investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.75%. The returns shown for Class C Shares reflect a 1.00% contingent deferred sales charge (“CDSC”).
As stated in the current prospectus dated September 1, 2016, as supplemented on October 11, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 2.93%, 3.68% and 2.68%, and the Fund’s “Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 2.19%, 2.94% and 1.94% for Class A Shares, Class C Shares and Class I Shares, respectively, of the Fund’s average daily net assets. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. Shelton Capital Management (“Shelton” or the “Adviser”) has contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund” fees and expenses, dividend and interest expense on securities sold short, interest, extraordinary items, and brokerage commissions, do not exceed 1.42% (on an annual basis) of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed. The net ratios shown do not include acquired fund fees and expenses estimated to be 0.02% annually.
The Fund evaluates its performance as compared to that of the Barclays Capital U.S. Aggregate Bond Index. Barclays Capital U.S. Aggregate Bond Index is an intermediate term, broad-based index comprised of most U.S. traded investment grade bonds. It is impossible to invest directly in an index.
All mutual fund investing involves risk, including possible loss of principal. The Fund seeks current income and capital appreciation by investing primarily in corporate fixed income and/or equity securities, without restriction as to issuer capitalization, country, credit quality and bond maturity. It takes long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. The potential loss on a short sale theoretically is unlimited because the price of the borrowed security may rise without limit. A rise in interest rates typically causes a decline in the value of fixed income securities. The Fund may invest in non-investment grade fixed income securities, sometimes known as “high-yield bonds” or “junk bonds,” which may subject the Fund to greater credit risk, price volatility and risk of loss than investment grade securities.
1
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, if any, and redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, if any, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016, and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), if any, or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
2
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
Shelton Tactical Credit Fund | |||||||||||||||
Beginning Account Value May 1, 2016 | Ending Account Value October 31, 2016 | Expenses Paid During Period* | |||||||||||||
Class A Shares | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,047.60 | $ | 8.77 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,016.64 | 8.64 | ||||||||||||
Class C Shares | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,042.90 | $ | 12.62 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,012.85 | 12.43 | ||||||||||||
Class I Shares | |||||||||||||||
Actual | $ | 1,000.00 | $ | 1,048.70 | $ | 7.49 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,017.90 | 7.38 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.70%, 2.45% and 1.45% for Class A, Class C and Class I Shares, respectively, of the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of 4.76%, 4.29% and 4.87% for Class A, Class C and Class I Shares, respectively. These amounts include fees on securities sold short. The annualized amount of fees on securities sold short was 0.03% for Class A, Class C and Class I Shares, respectively, of the Fund’s average net assets. |
3
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by industry group of the portfolio holdings of the Fund:
% of Net Assets | Value | |||||||
Corporate Bonds and Notes | ||||||||
Telecommunications | 16.1 | % | $ 5,574,600 | |||||
Computers | 13.9 | 4,834,319 | ||||||
Software | 8.1 | 2,809,375 | ||||||
Environmental Control | 7.2 | 2,498,809 | ||||||
Commercial Services | 5.8 | 2,000,000 | ||||||
Healthcare-Services | 5.6 | 1,955,000 | ||||||
Food | 4.4 | 1,522,500 | ||||||
Media | 3.9 | 1,350,629 | ||||||
Holding Companies-Diversified | 3.8 | 1,307,812 | ||||||
Metal-Fabricate/Hardware | 3.6 | 1,248,000 | ||||||
Healthcare Products | 3.5 | 1,206,250 | ||||||
Auto Manufacturers | 3.0 | 1,032,500 | ||||||
Retail | 3.0 | 1,031,250 | ||||||
Diversified Financial Services | 2.8 | 977,500 | ||||||
Machinery-Construction & Mining | 2.5 | 872,500 | ||||||
Options Purchased | 0.1 | 35,250 | ||||||
Registered Investment Company | 12.3 | 4,278,263 | ||||||
Exchange Traded Funds | 7.3 | 2,538,200 | ||||||
Liabilities in Excess of Other Assets | (6.9 | ) | (2,398,725 | ) | ||||
NET ASSETS | 100.0 | % | $34,674,032 |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
4
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Portfolio of Investments
October 31, 2016
(Unaudited)
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — 87.2% |
| |||||||
Auto Manufacturers — 3.0% |
| |||||||
BCD Acquisition, Inc. 9.63%, | $ | 1,000,000 | $ | 1,032,500 | ||||
|
| |||||||
Commercial Services — 5.8% |
| |||||||
Herc Rentals, Inc. 7.50%, | 2,000,000 | 2,000,000 | ||||||
|
| |||||||
Computers — 13.9% |
| |||||||
Diamond 1 Finance Corp. / Diamond 2 Finance Corp. 7.13%, 06/15/2024 (a) | 1,250,000 | 1,369,319 | ||||||
Western Digital Corp. 10.50%, | 3,000,000 | 3,465,000 | ||||||
|
| |||||||
4,834,319 | ||||||||
|
| |||||||
Diversified Financial Services — 2.8% |
| |||||||
Jefferies Finance, LLC 7.50%, | 1,000,000 | 977,500 | ||||||
|
| |||||||
Environmental Control — 7.2% |
| |||||||
ADS Waste Holdings, Inc. | 1,215,000 | 1,269,675 | ||||||
Casella Waste Systems, Inc. 7.75%, 02/15/2019 | 1,204,000 | 1,229,134 | ||||||
|
| |||||||
2,498,809 | ||||||||
|
| |||||||
Food — 4.4% |
| |||||||
SUPERVALU, Inc. 7.75%, | 1,500,000 | 1,522,500 | ||||||
|
| |||||||
Healthcare-Products — 3.5% |
| |||||||
Kinetic Concepts, Inc. / KCI USA, Inc. | 1,250,000 | 1,206,250 | ||||||
|
| |||||||
Healthcare-Services — 5.6% |
| |||||||
Tenet Healthcare Corp. 8.13%, | 2,000,000 | 1,955,000 | ||||||
|
| |||||||
Holding Companies-Diversified — 3.8% |
| |||||||
Argos Merger Sub, Inc. 7.13%, | 1,250,000 | 1,307,812 | ||||||
|
| |||||||
Machinery-Construction & Mining — 2.5% |
| |||||||
BlueLine Rental Finance Corp. 7.00%, 02/01/2019 (a) | 1,000,000 | 872,500 | ||||||
|
| |||||||
Media — 3.9% |
| |||||||
Univision Communications, Inc. 8.50%, 05/15/2021 (a) | 37,000 | 38,129 |
Par Value | Value | |||||||
CORPORATE BONDS AND NOTES — (Continued) |
| |||||||
Media — (Continued) |
| |||||||
WideOpenwest Finance, LLC / WideOpenwest Capital Corp. 10.25%, 07/15/2019 | $ | 1,250,000 | $ | 1,312,500 | ||||
|
| |||||||
1,350,629 | ||||||||
|
| |||||||
Metal-Fabricate/Hardware — 3.6% |
| |||||||
Novelis Corp. 6.25%, 08/15/2024 (a) | 1,200,000 | 1,248,000 | ||||||
|
| |||||||
Retail — 3.0% |
| |||||||
Neiman Marcus Group Ltd., LLC 8.00%, 10/15/2021 (a) | 1,250,000 | 1,031,250 | ||||||
|
| |||||||
Software — 8.1% |
| |||||||
First Data Corp. 7.00%, 12/01/2023 (a) | 1,250,000 | 1,309,375 | ||||||
Inception Merger Sub, Inc. / Rackspace Hosting, Inc. 8.63%, 11/15/2024 (a) | 1,500,000 | 1,500,000 | ||||||
|
| |||||||
2,809,375 | ||||||||
|
| |||||||
Telecommunications — 16.1% |
| |||||||
Altice Luxembourg SA 7.63%, 02/15/2025 (a) | 1,500,000 | 1,560,000 | ||||||
Frontier Communications Corp., Sr. Unsec. Notes 11.00%, 09/15/2025 | 1,500,000 | 1,535,850 | ||||||
Sprint Corp. 7.63%, 02/15/2025 | 1,500,000 | 1,451,250 | ||||||
Wind Acquisition Finance SA (Luxembourg) 7.38%, 04/23/2021 (a) | 1,000,000 | 1,027,500 | ||||||
|
| |||||||
5,574,600 | ||||||||
|
| |||||||
TOTAL CORPORATE BONDS AND NOTES |
| 30,221,044 | ||||||
|
| |||||||
Contracts | ||||||||
OPTIONS PURCHASED — 0.1% |
| |||||||
Put Options — 0.1% |
| |||||||
iShares iBoxx $ High Yield Corporation Bond ETF Expires 11/18/2016 Strike Price $85 | 750 | 35,250 | ||||||
|
| |||||||
TOTAL OPTIONS PURCHASED |
| 35,250 | ||||||
|
|
The accompanying notes are an integral part of the financial statements.
5
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Portfolio of Investments (Concluded)
October 31, 2016
(Unaudited)
Number of Shares | Value | |||||||
REGISTERED INVESTMENT COMPANY — 12.3% |
| |||||||
BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares, | 4,278,263 | $ | 4,278,263 | |||||
|
| |||||||
TOTAL REGISTERED INVESTMENT COMPANY | 4,278,263 | |||||||
|
| |||||||
EXCHANGE TRADED FUNDS — 7.3% |
| |||||||
SPDR Bloomberg Barclays High Yield Bond Fund | 70,000 | 2,538,200 | ||||||
|
| |||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $2,566,309) | 2,538,200 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 106.9% |
| 37,072,757 | ||||||
|
| |||||||
(Cost $36,191,549) | ||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (6.9)% | (2,398,725 | ) | ||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 34,674,032 | ||||||
|
|
(a) | Securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities were purchased in accordance with the guidelines approved by the Fund’s Board of Trustees and may be resold, in transactions exempt from registration, to qualified institutional buyers. At October 31, 2016, these securities amounted to $19,945,135 or 57.5% of net assets. These securities have been determined by the Adviser to be liquid securities. |
(b) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
SPDR Standard & Poor’s Depository Receipt
The accompanying notes are an integral part of the financial statements.
6
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $36,191,549)* | $ | 37,072,757 | ||
Receivable for investments sold | 2,539,929 | |||
Receivable for capital shares sold | 78,997 | |||
Dividends receivable | 478,028 | |||
Receivable from Investment Adviser | 221 | |||
Prepaid expenses and other assets | 40,994 | |||
|
| |||
Total assets | 40,210,926 | |||
|
| |||
Liabilities | ||||
Payable for investments purchased | 1,868,750 | |||
Payable for capital shares redeemed | 44,544 | |||
Due to custodian | 2,990,445 | |||
Due to broker | 567,295 | |||
Payable for administration and accounting fees | 23,614 | |||
Payable for transfer agent fees | 15,460 | |||
Payable for custodian fees | 6,002 | |||
Payable for Trustees and Officers | 1,022 | |||
Payable for distributions to shareholders | 262 | |||
Accrued expenses | 19,500 | |||
|
| |||
Total liabilities | 5,536,894 | |||
|
| |||
Net Assets | $ | 34,674,032 | ||
|
| |||
Net Assets Consist of: | ||||
Capital stock, $0.01 par value | $ | 33,237 | ||
Paid-in capital | 35,466,900 | |||
Accumulated net investment income | 69,742 | |||
Accumulated net realized loss from investments and written options | (1,777,055 | ) | ||
Net unrealized appreciation on investments and written options | 881,208 | |||
|
| |||
Net Assets | $ | 34,674,032 | ||
|
| |||
* Includes purchased options of $35,250. Primary risk exposure is interest rate contracts.
| ||||
Class A Shares: | ||||
Net asset value and redemption price per share ($17,803,142 / 1,707,048 shares) | $10.43 | |||
Maximum offering price per share (100/94.25 of $10.43) | $11.07 | |||
Class C Shares: | ||||
Net asset value, offering and redemption price per share ($1,664,677 / 160,057 shares) | $10.40 | |||
Class I Shares: | ||||
Net asset value, offering and redemption price per share ($15,206,213 / 1,456,547 shares) | $10.44 |
The accompanying notes are an integral part of the financial statements.
7
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 14,116 | ||
Interest | 1,206,184 | |||
|
| |||
Total investment income | 1,220,300 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 179,223 | |||
Registration and filing fees | 60,149 | |||
Transfer agent fees (Note 2) | 43,705 | |||
Administration and accounting fees (Note 2) | 36,131 | |||
Distribution fees (Class A Shares) (Note 2) | 17,779 | |||
Legal fees | 12,987 | |||
Audit fees | 12,806 | |||
Printing and shareholder reporting fees | 11,494 | |||
Custodian fees (Note 2) | 10,993 | |||
Distribution fees (Class C Shares) (Note 2) | 7,268 | |||
Trustees’ and officers’ fees (Note 2) | 5,163 | |||
Dividends, Interest and fees on securities sold short | 4,527 | |||
Shareholder services fees | 2,423 | |||
Other expenses | 10,966 | |||
|
| |||
Total expenses before waivers and reimbursements | 415,614 | |||
|
| |||
Less: waivers and reimbursements (Note 2) | (166,099 | ) | ||
|
| |||
Net expenses after waivers and reimbursements | 249,515 | |||
|
| |||
Net investment income | 970,785 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized gain from investments* | 326,448 | |||
Net realized gain from written options | 31,514 | |||
Net change in unrealized appreciation/(depreciation) on investments** | (160,822 | ) | ||
Net change in unrealized appreciation/(depreciation) on written options*** | (15,735 | ) | ||
|
| |||
Net realized and unrealized gain on investments | 181,405 | |||
|
| |||
Net increase in net assets resulting from operations | $ | 1,152,190 | ||
|
|
* | Includes realized loss on purchased options of $(141,525). Primary risk exposure is equity contracts. |
** | Includes net change in unrealized appreciation on purchased options of $24,009, of which $49,539 the primary risk exposure was equity contracts and $(25,530) the primary risk exposure was interest rate contracts. |
*** | Primary risk exposure is equity contracts. |
The accompanying notes are an integral part of the financial statements.
8
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||
Increase in Net Assets from Operations: | ||||||||||
Net investment income | $ | 970,785 | $ | 1,866,131 | ||||||
Net realized gain/(loss) from investments and securities sold short | 357,962 | (2,083,100 | ) | |||||||
Net change in unrealized appreciation/(depreciation) on investments and securities sold short | (176,557 | ) | 1,035,561 | |||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 1,152,190 | 818,592 | ||||||||
|
|
|
| |||||||
Less Dividends and Distributions to Shareholders: | ||||||||||
Net investment income: | ||||||||||
Class A Shares | (595,504 | ) | (266,216 | ) | ||||||
Class C Shares | (79,625 | ) | (44,628 | ) | ||||||
Class I Shares | (655,941 | ) | (1,170,977 | ) | ||||||
|
|
|
| |||||||
Total net investment income | (1,331,070 | ) | (1,481,821 | ) | ||||||
|
|
|
| |||||||
Net realized capital gains: | ||||||||||
Class A Shares | — | (28,440 | ) | |||||||
Class C Shares | — | (5,095 | ) | |||||||
Class I Shares | — | (115,654 | ) | |||||||
|
|
|
| |||||||
Total net realized capital gains | — | (149,189 | ) | |||||||
|
|
|
| |||||||
Net decrease in net assets from dividends and distributions to shareholders | (1,331,070 | ) | (1,631,010 | ) | ||||||
|
|
|
| |||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 5,384,750 | 25,706,602 | ||||||||
|
|
|
| |||||||
Total increase in net assets | 5,205,870 | 24,894,184 | ||||||||
|
|
|
| |||||||
Net assets | ||||||||||
Beginning of period | 29,468,162 | 4,573,978 | ||||||||
|
|
|
| |||||||
End of period | $ | 34,674,032 | $ | 29,468,162 | ||||||
|
|
|
| |||||||
Accumulated net investment income, end of period | $ | 69,742 | $ | 430,027 | ||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
9
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Financial Highlights
Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A Shares | |||||||||||||||
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | For the Period December 16, 2014* to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 10.47 | $ | 10.38 | $ | 10.00 | |||||||||
|
|
|
|
|
| ||||||||||
Net investment income(1) | 0.33 | 0.55 | 0.11 | ||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.11 | (0.08 | ) | 0.35 | |||||||||||
|
|
|
|
|
| ||||||||||
Net increase in net assets resulting from operations | 0.44 | 0.47 | 0.46 | ||||||||||||
|
|
|
|
|
| ||||||||||
Dividends and distributions to shareholders from: | |||||||||||||||
Net investment income | (0.48 | ) | (0.35 | ) | (0.08 | ) | |||||||||
Net realized capital gains | — | (0.03 | ) | — | |||||||||||
|
|
|
|
|
| ||||||||||
Total distributions | (0.48 | ) | (0.38 | ) | (0.08 | ) | |||||||||
|
|
|
|
|
| ||||||||||
Net asset value, end of period | $ | 10.43 | $ | 10.47 | $ | 10.38 | |||||||||
|
|
|
|
|
| ||||||||||
Total investment return(2) | 4.76 | % | 4.66 | % | 4.57 | %(3) | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 17,803 | $ | 11,392 | $ | 126 | |||||||||
Ratio of expenses to average net assets with waivers and expense reimbursements | 1.70 | %(4) | 1.86 | % | 1.68 | %(4) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5)(6) | 2.79 | %(4) | 2.91 | % | 6.60 | %(4) | |||||||||
Ratio of net investment income to average net assets | 6.28 | %(4) | 5.29 | % | 2.97 | %(4) | |||||||||
Portfolio turnover rate | 158.99 | %(3) | 695.09 | % | 532.05 | %(3) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | Expense ratio includes dividend and interest expense and fees related to securities sold short. Excluding such dividend and interest expense and fees, the ratio of expenses to average net assets would be 2.76%, 2.41% and 6.60%, for the period ended October 31, 2016, for the year ended April 30, 2016 and for the period ended April 30, 2015, respectively. |
(6) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
The accompanying notes are an integral part of the financial statements.
10
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Financial Highlights (Continued)
Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class C Shares | ||||||||||
For the | ||||||||||
Six Months Ended | For the Period | |||||||||
October 31, 2016 | May 01, 2015* | |||||||||
(Unaudited) | to April 30, 2016 | |||||||||
Per Share Operating Performance | ||||||||||
Net asset value, beginning of period | $ | 10.43 | $ | 10.38 | ||||||
|
|
|
| |||||||
Net investment income(1) | 0.29 | 0.46 | ||||||||
Net realized and unrealized loss on investments | 0.11 | (0.06 | ) | |||||||
|
|
|
| |||||||
Net increase in net assets resulting from operations | 0.40 | 0.40 | ||||||||
|
|
|
| |||||||
Dividends and distributions to shareholders from: | ||||||||||
Net investment income | (0.43 | ) | (0.32 | ) | ||||||
Net realized capital gains | — | (0.03 | ) | |||||||
|
|
|
| |||||||
Total distributions | (0.43 | ) | (0.35 | ) | ||||||
|
|
|
| |||||||
Net asset value, end of period | $ | 10.40 | $ | 10.43 | ||||||
|
|
|
| |||||||
Total investment return(2) | 4.29 | % | 3.90 | %(3) | ||||||
Ratio/Supplemental Data | ||||||||||
Net assets, end of period (in thousands) | $ | 1,665 | $ | 1,937 | ||||||
Ratio of expenses to average net assets with waivers and expense reimbursements | 2.45 | %(4) | 2.61 | %(4) | ||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5)(6) | 3.53 | %(4) | 3.66 | %(4) | ||||||
Ratio of net investment income to average net assets | 5.48 | %(4) | 4.54 | %(4) | ||||||
Portfolio turnover rate | 158.99 | %(3) | 695.09 | %(3) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect any applicable sales charge. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | Expense ratio includes dividend and interest expense and fees related to securities sold short. Excluding such dividend and interest expense and fees, the ratio of expenses to average net assets would be 3.50% and 3.15% for the period ended October 31, 2016 and for the period ended April 30, 2016, respectively. |
(6) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
The accompanying notes are an integral part of the financial statements.
11
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Financial Highlights (Continued)
Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective periods. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I Shares | |||||||||||||||
For the | |||||||||||||||
Six Months Ended | For the | For the Period | |||||||||||||
October 31, 2016 | Year Ended | December 16, 2014* | |||||||||||||
(Unaudited) | April 30, 2016 | to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 10.46 | $ | 10.38 | $ | 10.00 | |||||||||
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Net investment income(1) | 0.34 | 0.56 | 0.12 | ||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.13 | (0.08 | ) | 0.34 | |||||||||||
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Net increase in net assets resulting from operations | 0.47 | 0.48 | 0.46 | ||||||||||||
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Dividends and distributions to shareholders from: | |||||||||||||||
Net investment income | (0.49 | ) | (0.37 | ) | (0.08 | ) | |||||||||
Net realized capital gains | — | (0.03 | ) | — | |||||||||||
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Total distributions | (0.49 | ) | (0.40 | ) | (0.08 | ) | |||||||||
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Net asset value, end of period | $ | 10.44 | $ | 10.46 | $ | 10.38 | |||||||||
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Total investment return(2) | 4.87 | % | 4.78 | % | 4.60 | %(3) | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 15,206 | $ | 16,139 | $ | 4,448 | |||||||||
Ratio of expenses to average net assets with waivers and expense reimbursement | 1.45 | %(4) | 1.61 | % | 1.42 | %(4) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursement(5)(6) | 2.53 | %(4) | 2.66 | % | 6.35 | %(4) | |||||||||
Ratio of net investment income to average net assets | 6.51 | %(4) | 5.54 | % | 3.22 | %(4) | |||||||||
Portfolio turnover rate | 158.99 | %(3) | 695.09 | % | 532.05 | %(3) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | Expense ratio includes dividend and interest expense and fees related to securities sold short. Excluding such dividend and interest expense and fees, the ratio of expenses to average net assets would be 2.50%, 2.15% and 6.35% for the period ended October 31, 2016, for the year ended April 30, 2016 and for the period ended April 30, 2015, respectively. |
(6) | During the period, certain fees were waived and/or reimbursed. If such fee waivers and/or reimbursements had not occurred, the ratios would have been as indicated (See Note 2). |
The accompanying notes are an integral part of the financial statements.
12
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The Shelton Tactical Credit Fund, (formerly WHV/Acuity Tactical Credit Long/Short Fund), (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), which commenced investment operations on December 16, 2014. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers separate classes of shares: Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) of up to 1.00% may apply for investments of $1 million or more of Class A Shares of the Fund (and therefore no initial sales charge was paid) and shares are redeemed within 18 months after initial purchase. The CDSC shall not apply to those purchases of Class A Shares of $1 million or more where Foreside Funds Distributors LLC (the “Underwriter”) did not pay a commission to the selling broker-dealer. A CDSC of up to 1.00% will be assessed when Class C Shares are redeemed within 12 months after initial purchase. The CDSC shall not apply to those purchases of Class C Shares where the selling broker-dealer did not receive a commission.
The investment adviser for the Fund is Shelton Capital Management (“Shelton” or the “Adviser”). WHV Investments, Inc. (“WHV”), the Fund’s former investment adviser, determined to exit the mutual fund investment advisory business. On June 23, 2016, Shelton announced an agreement pursuant to which the portfolio management team of Acuity Capital Management, LLC, the Fund’s then Sub-Adviser, would become employees of Shelton and continue to manage the Fund. Effective July 1, 2016, Shelton succeeded WHV as the investment adviser of the Fund.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each business day the NYSE is open. Securities held by the Fund are valued at their last sale price on the NYSE on the day the security is valued. Lacking any sales on such day, the security will be valued at the mean between the last asked price and the last bid price prior to the market close. Securities listed on other exchanges (and not subject to restriction against sale by the Fund on such exchanges) will be similarly valued, using quotations on the exchange on which the security is traded most extensively. Unlisted securities that are quoted on the National Association of Securities Dealers National Market System, for which there have been sales of such securities on such day, shall be valued at the official closing price on such system on the day the security is valued. If there are no such sales on such day, the value shall be the mean between the last asked price and the last bid price prior to market close. The value of such securities quoted on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system, but not listed on the National Market System, shall be valued at the mean between closing asked price and the closing bid price. Unlisted securities that are not quoted on NASDAQ and for which over-the-counter market quotations are readily available will be valued at the mean between the current bid and asked prices for such security in the over-the-counter market. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates market value. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service, which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Valuations developed through pricing techniques may materially vary from the actual amounts realized upon sale of the securities. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
13
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• 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.); and |
• Level 3 — | significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
The fair value of the Fund’s bonds are generally based on quotes received from brokers of independent pricing services. Bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Total Value at 10/31/16 | Level 1 Quoted Price | Level 2 Other Significant Observable Inputs | Level 3 Significant Unobservable Inputs | |||||||||||||
Assets: | ||||||||||||||||
Corporate Bonds and Notes | $ | 30,221,044 | $ | — | $ | 30,221,044 | $ | — | ||||||||
Purchased Options on Equity Contracts | 35,250 | 35,250 | — | — | ||||||||||||
Registered Investment Company | 4,278,263 | 4,278,263 | — | — | ||||||||||||
Exchange Traded Funds | 2,538,200 | 2,538,200 | — | — | ||||||||||||
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Total Assets | $ | 37,072,757 | $ | 6,851,713 | $ | 30,221,044 | $ | — | ||||||||
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At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities.
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of
14
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Purchased Options — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives. The Fund purchases option contracts. This transaction is used to hedge against the values of equities. The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options are accounted for in the same manner as other securities owned. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.
Options Written — The Fund is subject to equity and other risk exposure in the normal course of pursuing its investment objectives and may enter into options written to hedge the values of equities. Such options may relate to particular securities or domestic stock indices, and may or may not be listed on a domestic securities exchange or issued by the Options Clearing Corporation. An option contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an option contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. The Fund also has the additional risk of being unable to enter into a closing transaction at an acceptable price if a liquid secondary market does not exist. The Fund also may write over-the-counter options where completing the obligation depends upon the credit standing of the other party. Option contracts also involve the risk that they may result in loss due to unanticipated developments in market conditions or other causes. Written options are initially recorded as liabilities to the extent of premiums received and subsequently marked to market to reflect the current value of the option written. Gains or losses are realized when the option transaction expires or closes. When an option is exercised, the proceeds on sales for a written call option or the purchase cost for a written put option is adjusted by the amount of the premium received. Listed option contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange-traded options, guarantees the options against default. The Fund’s maximum risk of loss from counterparty credit risk related to OTC option contracts is limited to the premium paid. As of October 31, 2016, all of the Fund’s written options are exchange-traded options.
The Fund had transactions in written options for the period ended October 31, 2016 as follows:
Number of Contracts | Premium | |||||||||
Outstanding, April 30, 2016 | 350 | $ | 16,785 | |||||||
Put Options Written | 550 | 14,729 | ||||||||
Put Options Expired | (900 | ) | (31,514 | ) | ||||||
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Outstanding, October 31, 2016 | — | $ | — | |||||||
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As of October 31, 2016, the Fund has options written valued at $0.
15
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For the period ended October 31, 2016, the Fund’s average quarterly volume of derivatives was as follows:
Purchased Options (Cost) | Written Options (Proceeds) | |
$50,294 | $(8,708) |
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Dividends and Distributions to Shareholders — Dividends from net investment income and distributions from net realized capital gains, if any, are declared, recorded on ex-date and paid at least annually to shareholders. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and, therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
Short Sales — The Fund’s short sales are subject to special risks. A short sale involves the sale by the Fund of a security that it does not own with the hope of purchasing the same security at a later date at a lower price. If the price of the security has increased during this time, then the Fund will incur a loss equal to the increase in price from the time that the short sale was entered into plus any premiums and interest paid to the third party. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund. There can be no assurance that the Fund will be able to close out a short position at any particular time or at an acceptable price. Although a Fund’s gain is limited to the amount at which it sold a security short, its potential loss is unlimited. The Fund will comply with guidelines established by the Security and Exchange Commission and other applicable regulatory bodies with respect to coverage of short sales.
16
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
In accordance with the terms of its prime brokerage agreements, the Fund may receive rebate income or be charged fees on securities sold short. Such income or fee is calculated on a daily basis based upon the market value of securities sold short and a variable rate that is dependent upon the availability of such security. For the six months ended October 31, 2016, the Fund had net rebate charges of $2,910 on securities sold short. This amount is included in dividends, interest and fees on securities sold short on the Statement of Operations.
Payment-In-Kind Securities — The Fund may invest in payment-in-kind securities (“PIK”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates, interest rates, and associated risks as the original bonds. For the six months ended October 31, 2016, there were no in-kind payments received by the Fund with respect to PIK securities.
Debt Investment Risk — Debt investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates. There is a risk that an issuer of a Fund’s debt investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise.
2. Transactions with Related Parties and Other Service Providers
For its services, the Adviser is entitled to an investment advisory fee of 1.17% (on an annualized basis), which is calculated daily and paid monthly based on the average daily net assets of the Fund. Prior to July 1, 2016, WHV served as the investment adviser to the Fund. After July 1, 2016, Shelton became the investment adviser to the Fund. WHV, prior to July 1, 2016, and Shelton, after July 1, 2016, contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses, excluding taxes, any class-specific expenses (such as Rule 12b-1 distribution fees, shareholder service fees, or transfer agency fees), “Acquired Fund“ fees and expenses, dividend and interest expense on securities sold short, interest, extraordinary items, and brokerage commissions, do not exceed 1.42% (on an annual basis) of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. Under a separate contractual agreement, WHV, prior to July 1, 2016, and Shelton, after July 1, 2016, contractually agreed to reduce its investment advisory fee and/or reimburse certain expenses of the Fund in an amount equal to the Fund’s dividend and interest expense on securities sold short through August 31, 2016. Shelton is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. Shelton is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund operating expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount that was in effect at the time of the Expense Limitation amount. For the period from May 1, 2016 through June 30, 2016, WHV earned fees of $59,283 and waived fees of $43,943. For the period from July 1, 2016 through October 31, 2016, Shelton earned fees of $119,940, waived fees of $119,940 and reimbursed fees of $2,216. WHV is no longer eligible to recover any amounts previously waived or reimbursed. As of October 31, 2016, the amount of potential recovery by Shelton was $122,156, which expires on April 30, 2020.
17
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets and is subject to certain minimum monthly fees. For providing transfer agent services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
BNY Mellon and the Custodian have the ability to recover such amounts previously waived if each Fund terminates its agreements with BNY Mellon or the Custodian within three years of signing the agreements.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $8,341. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding other short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 52,934,684 | $ | 44,426,075 |
18
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares of the Fund (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A Shares | ||||||||||||||||
Sales | 1,231,282 | $ | 12,946,452 | 1,513,783 | $ | 15,788,235 | ||||||||||
Reinvestments | 54,495 | 565,628 | 26,620 | 272,506 | ||||||||||||
Redemptions | (666,723 | ) | (6,949,107 | ) | (464,521 | ) | (4,790,944 | ) | ||||||||
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Net increase | 619,054 | $ | 6,562,973 | 1,075,882 | $ | 11,269,797 | ||||||||||
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Class C Shares | ||||||||||||||||
Sales | 5,605 | $ | 59,060 | 188,766 | $ | 1,966,870 | ||||||||||
Reinvestments | 7,718 | 79,625 | 4,746 | 48,450 | ||||||||||||
Redemptions | (38,911 | ) | (408,564 | ) | (7,867 | ) | (79,809 | ) | ||||||||
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Net increase/(decrease) | (25,588 | ) | $ | (269,879 | ) | 185,645 | $ | 1,935,511 | ||||||||
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Class I Shares | ||||||||||||||||
Sales | 524,614 | $ | 5,505,374 | 4,247,915 | $ | 44,701,987 | ||||||||||
Reinvestments | 60,278 | 624,474 | 88,463 | 906,029 | ||||||||||||
Redemptions | (671,977 | ) | (7,038,192 | ) | (3,221,276 | ) | (33,106,722 | ) | ||||||||
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Net increase/(decrease) | (87,085 | ) | $ | (908,344 | ) | 1,115,102 | $ | 12,501,294 | ||||||||
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Total net increase | 506,381 | $ | 5,384,750 | 2,376,629 | $ | 25,706,602 | ||||||||||
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5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $1,630,748 of ordinary income dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Qualified | ||||||||||
Capital Loss | Undistributed | Undistributed | Unrealized | Late-Year | Other Temporary | |||||
Carryforward | Ordinary Income | Long-Term Gain | Appreciation | Losses | Differences | |||||
$— | $430,289 | $— | $249,213 | $(1,326,465) | $(262) |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
19
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 36,191,549 | ||||
|
| |||||
Gross unrealized appreciation | $ | 1,183,030 | ||||
Gross unrealized depreciation | (301,822 | ) | ||||
|
| |||||
Net unrealized appreciation | $ | 881,208 | ||||
|
|
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, any amount of losses elected within the tax return will not be recognized for federal income tax purposes until May 1, 2016. For the year ended April 30, 2016, the Fund had short-term capital loss deferral of $1,297,992 and long-term capital loss deferral of $28,473.
Accumulated capital losses represent net capital loss carryovers as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund did not have any capital loss carryforwards.
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there was the following subsequent event:
At a meeting of the Board of Trustees (the “Board”) of the Trust held on September 29, 2016, the Board approved, upon the recommendation of its current investment adviser, Shelton, an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, into a newly-created series of the SCM Trust, a Massachusetts business trust. The Board’s decision to reorganize the Fund is subject to shareholder approval. If approved by shareholders, the reorganization is anticipated to close during the first quarter 2017.
On November 27, 2016, the interim investment advisory agreement dated July 1, 2016 between the Trust, on behalf of the Fund, and Shelton terminated. After November 27, 2016, Shelton has continued to provide the Fund with uninterrupted investment advisory services without an investment advisory agreement approved by the Fund’s shareholders as required by the 1940 Act. Shelton will continue to manage the Fund in accordance with the Fund’s investment objective and principal strategies as disclosed in the Fund’s Prospectus.
20
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 948-4685 and on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
Approval of Advisory Agreement
WHV Investments, Inc. (“WHV”), the former investment adviser to the Shelton Tactical Credit Fund (formerly, the WHV/Acuity Tactical Credit Long Short Fund, and referred to herein as the “Tactical Credit Fund”), determined to exit the mutual fund investment advisory business. On July 1, 2016, Shelton Capital Management (“Shelton”) entered into an agreement pursuant to which the portfolio management team of Acuity Capital Management, LLC (“Acuity”), the Shelton Tactical Credit Fund’s then sub-adviser, would become employees of Shelton and continue to manage the Shelton Tactical Credit Fund (the “Transaction”). The portfolio management team is comprised of Howard Needle, David Harris and John Harnisch (the “Portfolio Team”). In connection with the change in investment adviser from WHV to Shelton, the Shelton Tactical Credit Fund’s investment advisory agreement with WHV (“Prior Agreement”) was terminated. Accordingly, at an in-person meeting held on June 20-21, 2016 (the “Meeting”), the FundVantage Board, including the Independent Trustees, unanimously approved a new investment advisory agreement between the Shelton Tactical Credit Fund and Shelton (the “New Agreement”). In order for the Portfolio Team to provide uninterrupted services to the Shelton Tactical Credit Fund, the FundVantage Board, including the Independent Trustees, also unanimously approved an interim agreement between the Shelton Tactical Credit Fund and Shelton (“Interim Agreement”) at the same in-person Board meeting. Effective July 1, 2016, Shelton succeeded WHV as the investment adviser to the Shelton Tactical Credit Fund pursuant to the Interim Agreement.
Before considering the Interim Agreement and New Agreement, the FundVantage Board requested information about the Transaction. In determining whether to approve the Interim Agreement and New Agreement, the FundVantage Trustees considered information provided by Shelton in accordance with Section 15(c) of the 1940 Act at the in-person meeting held on June 20-21, 2016. The Trustees considered information that Shelton provided regarding (i) the services to be performed for the Shelton Tactical Credit Fund, (ii) the size and qualifications of its portfolio management staff, (iii) any potential or actual material conflicts of interest which may arise in connection with a portfolio manager’s management of the Shelton Tactical Credit Fund, (iv) investment performance, (v) the capitalization and financial condition of Shelton, (vi) brokerage selection procedures (including soft dollar arrangements, if any), (vii) the procedures for allocating investment opportunities between the Shelton Tactical Credit Fund and other clients, (viii) results of any regulatory examination, including any recommendations or deficiencies noted, (ix) any litigation, investigation or administrative proceeding which may have a material impact on Shelton’s ability to service the Shelton Tactical Credit Fund, and (x) compliance with federal securities laws and other regulatory requirements. The Trustees also noted that they had previously received and reviewed a memorandum from legal counsel regarding the legal standard applicable to their review of the Agreements.
21
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Other Information
(Unaudited) (Continued)
At the Meeting, representatives from Shelton joined the meeting via teleconference and discussed the Transaction. They also received information regarding Shelton’s performance, investment strategy, and compliance program in connection with the proposed New Agreement. Representatives of Shelton responded to questions from the FundVantage Board. The FundVantage Board members also inquired about the plans for, and the new roles and responsibilities of, certain current employees and officers of WHV and Acuity as a result of the Transaction. In connection with the FundVantage Trustees’ review of the Interim Agreement and New Agreement, Shelton reported that: (i) it expected that there will be no adverse changes as a result of Shelton’s addition of the Acuity PM Team in the nature, quality, or extent of services currently provided to the Shelton Tactical Credit Fund and its shareholders, including investment management, distribution, or other shareholder services; (ii) no material adverse effects on Shelton’s financial condition; (iii) no material adverse changes in personnel or operations are contemplated; and (iv) Shelton intended to honor the expense limitations and reimbursements currently in effect for the Shelton Tactical Credit Fund.
In addition to the information provided by Shelton as described above, the FundVantage Trustees also considered all other factors they believed to be relevant to evaluating the Interim Agreement and New Agreement, including the specific matters discussed below. In their deliberations, the FundVantage Trustees did not identify any particular information that was controlling, and different FundVantage Trustees may have attributed different weights to the various factors. However, the FundVantage Trustees determined that the overall arrangements between the Tactical Credit Fund and Shelton, as provided in the Interim Agreement and New Agreement, including the proposed advisory fees, are fair and reasonable in light of the services to be performed, expenses incurred and such other matters as the FundVantage Trustees considered relevant.
In making their decision relating to the approval of the Interim Agreement and New Agreement, the FundVantage Trustees gave attention to the information furnished. The following discussion, however, identifies the primary factors taken into account by the FundVantage Trustees and the conclusions reached in approving the Interim Agreement and New Agreement.
Performance. The FundVantage Trustees considered the investment performance for the Shelton Tactical Credit Fund and for similarly managed accounts of the Portfolio Team. The FundVantage Trustees received the historical performance charts for the Shelton Tactical Credit Fund as compared to the median of the Lipper Alternative Multi-Strategy Fund Index, the Shelton Tactical Credit Fund’s applicable Lipper peer group, for the year-to-date, one year and since inception periods ended March 31, 2016. The charts showed that the Class A shares and the Class I shares of the Shelton Tactical Credit Fund had outperformed the median of the Lipper Alternative Multi Strategy Fund Index for the year-to-date, one year and since inception periods ended March 31, 2016 and the Class C shares of the Shelton Tactical Credit Fund outperformed the median of the Lipper Alternative Multi Strategy Fund Index for the year-to-date and since inception periods ended March 31, 2016. The FundVantage Trustees also noted the commentary provided by the Acuity PM Team regarding the performance data and the various factors contributing to the Shelton Tactical Credit Fund’s performance. The FundVantage Trustees concluded that the performance of the Shelton Tactical Credit Fund was within an acceptable range of performance relative to other mutual funds with similar investment objectives, strategies and policies based on the information provided at the meeting.
Fees. The FundVantage Trustees also noted that the representatives of Shelton had provided information regarding its proposed advisory fee and an analysis of this fee in relation to the services proposed to be provided to the Shelton Tactical Credit Fund and any other ancillary benefit resulting from Shelton’s relationship with the Shelton Tactical Credit Fund. The FundVantage Trustees also reviewed information regarding the fees currently charged by WHV and Acuity (and expected to be charged by Shelton) to other clients and evaluated explanations provided by Shelton as to differences in the fees charged to other similarly managed accounts. The FundVantage Trustees reviewed fees charged by other advisers that manage comparable funds with similar strategies.
The FundVantage Trustees noted that the net total expense ratio and gross advisory fee of the Shelton Tactical Credit Fund’s Class A shares and Class C shares were lower than the net total expense ratio and gross advisory fee of the median of funds with a similar share class in the Lipper Alternative Multi-Strategy Fund Index with $250 million or
22
SHELTON TACTICAL CREDIT FUND
(formerly WHV/Acuity Tactical Credit Long/Short Fund)
Other Information
(Unaudited) (Concluded)
less in assets. They further noted that the net total expense ratio of the Shelton Tactical Credit Fund’s Class I shares was lower than the net total expense ratio of the median of funds with a similar share class in the Lipper Alternative Multi-Strategy Fund Index with $250 million or less in assets and the gross advisory fee was equal to the median of the gross advisory fee of the median of funds with a similar share class in the Lipper Alternative Multi-Strategy Fund Index with $250 million or less in assets. The FundVantage Trustees also discussed the limitations of the comparative expense information of the Shelton Tactical Credit Fund, given the potential varying nature, extent and quality of the services provided by the advisors of other portfolios included in comparative the Lipper Alternative Multi-Strategy Fund Index. The FundVantage Trustees concluded that the proposed advisory fees and services expected to be provided by Shelton are sufficiently consistent with those of other advisers which manage mutual funds with investment objectives, strategies and policies similar to those of the Shelton Tactical Credit Fund as measured by the information provided at the June 20-21, 2016 in-person meeting.
Costs. The FundVantage Trustees also considered the costs of the services to be provided by Shelton, the compensation and benefits to be received by Shelton in providing services to the Shelton Tactical Credit Fund, as well as Shelton’s profitability. It was noted that the FundVantage Board had been provided with Shelton’s most recent U.S. Return of Partnership Income. The FundVantage Trustees considered any direct or indirect revenues which may be received by Shelton in connection with its management of the Tactical Credit Fund. The FundVantage Trustees noted that the level of profitability is an appropriate factor to consider, and the FundVantage Trustees should be satisfied that Shelton’s profits are sufficient to continue as a healthy concern generally and as investment adviser of the Tactical Credit Fund. Based on the information provided, the FundVantage Trustees concluded that Shelton’s advisory fee level was reasonable in relation to the nature and quality of the services provided, taking into account projected growth of the Tactical Credit Fund.
Economies of Scale. The FundVantage Trustees considered the extent to which economies of scale would be realized relative to fee level as the Shelton Tactical Credit Fund is anticipated to grow, and whether the advisory fee level reflects these economies of scale for the benefit of shareholders. The FundVantage Board noted that economies of scale may be achieved at higher asset levels for the Tactical Credit Fund for the benefit of shareholders, but that because such economies of scale did not yet exist and were not likely to exist in the near term, it was not appropriate to incorporate a mechanism for sharing the benefit of such economies with Shelton Tactical Credit Fund shareholders in the advisory fee structure at this time.
After consideration of all the factors, taking into consideration the information presented at the meetings and deliberating in executive session, the FundVantage Board, including the Independent FundVantage Trustees, unanimously approved the Interim Agreement and New Agreement. In voting to approve the Interim Agreement and New Agreement, the Board considered all factors it deemed relevant and the information presented to the Board by Shelton. In arriving at their decision, the FundVantage Trustees did not identify any single matter as controlling, but made their determination in light of all the circumstances. The Board determined that the approval of the Interim Agreement and New Agreement would be in the best interests of the Tactical Credit Fund and its shareholders.
23
Investment Adviser
Shelton Capital Management
1050 17th Street
Suite 1710
Denver, CO 80265
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103-7042
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
SHELTON TACTICAL
CREDIT FUND
(formerly WHV/Acuity
Tactical Credit
Long/Short Fund)
of
FundVantage Trust
Class A Shares
Class C Shares
Class I Shares
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the Shelton Tactical Credit Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Shelton Tactical Credit Fund.
SIS-1016
SKYBRIDGE DIVIDEND VALUE FUND
Semi-Annual
Performance Data
October 31, 2016
(Unaudited)
Average Annual Total Returns for the Periods Ended October 31, 2016 |
| |||||||||||
Six | Since | |||||||||||
Months† | 1 Year | Inception | ||||||||||
Class A Shares (with sales charge)* | -5.87% | 0.67% | 3.37% | |||||||||
Class A Shares (without sales charge)* | -0.12% | 6.86% | 5.97% | |||||||||
S&P 500® Index | 4.06% | 4.51% | 6.18%(a) | |||||||||
Class C Shares* | -0.52% | 5.96% | 8.53% | |||||||||
S&P 500® Index | 4.06% | 4.51% | 8.28%(a) | |||||||||
Class I Shares* | 0.00% | 7.12% | 7.70% | |||||||||
S&P 500® Index | 4.06% | 4.51% | 7.91%(a) |
† | Not Annualized. |
* | Class A Shares, Class C Shares and Class I Shares of the SkyBridge Dividend Value Fund (the “Fund”) commenced operations on June 13, 2014, October 17, 2014 and April 7, 2014, respectively. |
(a) | Benchmark performance is from inception date of the Class only and is not the inception date of the benchmark itself. |
The performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Current performance may be lower or higher. Performance data current to the most recent month-end may be obtained by calling (888) 919-6885.
The returns shown for Class A Shares reflect a deduction for the maximum front-end sales charge of 5.75%. As stated in the current prospectus dated September 1, 2016, the Fund’s “Total Annual Fund Operating Expenses” are 1.28%, 2.03% and 1.03%, and the Fund’s“ Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement” are 1.25%, 2.00% and 1.00% for Class A Shares, Class C Shares and Class I Shares, respectively, of the Fund’s average daily net assets. These ratios may differ from the actual expenses incurred by the Fund for the period covered by this report. SkyBridge Capital II, LLC (“SkyBridge” or the “Adviser”) has contractually agreed to reduce its management fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes,“ Acquired Fund“ fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed (on an annual basis) 1.25% with respect to Class A shares, 2.00% with respect to Class C shares and 1.00% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees approves its earlier termination. Total returns would be lower had such fees and/or expenses not been waived and/or reimbursed. The Adviser is entitled to recover, subject to approval by the Board of Trustees of FundVantage Trust (the “Trust”), such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount.
1
SKYBRIDGE DIVIDEND VALUE FUND
Semi-Annual
Performance Data (Concluded)
October 31, 2016
(Unaudited)
Mutual fund investing involves risk including the possible loss of principal. The Fund’s long term “buy and hold” strategy under certain market conditions may cause it to be more susceptible to general market declines. The Fund seeks to invest in securities with dividend yield potential with both growth and value characteristics. Value investing involves the risk that companies believed to be undervalued may not appreciate as anticipated. There are no guarantees a company will continue to pay or increase its dividend. The Fund may invest in small to mid-capitalization companies which may be more volatile and less liquid than stocks of larger companies.
The Fund intends to evaluate performance as compared to that of the S&P 500® Index. The S&P 500® Index is a widely recognized, unmanaged index of 500 common stocks which are generally representative of the U.S. stock market as a whole. It is not possible to invest in an index.
2
SKYBRIDGE DIVIDEND VALUE FUND
Fund Expense Disclosure
October 31, 2016
(Unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) on purchase payments (if any) or redemption fees; and (2) ongoing costs, including management fees, distribution and/or service (Rule 12b-1) fees (if any) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the six-month period from May 1, 2016 through October 31, 2016 and held for the entire period.
Actual Expenses
The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Examples for Comparison Purposes
The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments (if any) or redemption fees. Therefore, the second line of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
3
SKYBRIDGE DIVIDEND VALUE FUND
Fund Expense Disclosure (Concluded)
October 31, 2016
(Unaudited)
SkyBridge Dividend Value Fund | ||||||||||||
Beginning Account Value | Ending Account Value | Expenses Paid | ||||||||||
May 1, 2016 | October 31, 2016 | During Period* | ||||||||||
Class A Shares | ||||||||||||
Actual | $1,000.00 | $ 998.80 | $ 6.30 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,018.90 | 6.36 | |||||||||
Class C Shares | ||||||||||||
Actual | $1,000.00 | $ 994.80 | $10.06 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,015.12 | 10.16 | |||||||||
Class I Shares | ||||||||||||
Actual | $1,000.00 | $1,000.00 | $ 5.04 | |||||||||
Hypothetical (5% return before expenses) | 1,000.00 | 1,020.16 | 5.09 |
* | Expenses are equal to an annualized expense ratio for the six-month period ended October 31, 2016 of 1.25%, 2.00% and 1.00% for Class A, Class C and Class I Shares, respectively, for the Fund, multiplied by the average account value over the period, multiplied by the number of days in the most recent period (184), then divided by 365 to reflect the period. The Fund’s ending account values on the first line in the table are based on the actual six-month total returns for the Fund of (0.12%), (0.52%) and 0.00% for Class A, Class C and Class I Shares, respectively. |
4
SKYBRIDGE DIVIDEND VALUE FUND
Portfolio Holdings Summary Table
October 31, 2016
(Unaudited)
The following table presents a summary by sector of the portfolio holdings of the Fund:
% of Net | ||||||||
Assets | Value | |||||||
COMMON STOCKS: | ||||||||
Consumer Discretionary | 38.7 | % | $167,525,033 | |||||
Information Technology | 18.8 | 81,466,940 | ||||||
Energy | 13.7 | 59,116,096 | ||||||
Industrials | 11.7 | 50,592,642 | ||||||
Health Care | 10.1 | 43,874,048 | ||||||
Telecommunication Services | 6.1 | 26,489,332 | ||||||
Short-Term Investment | 0.4 | 1,945,454 | ||||||
Other Assets in Excess of Liabilities | 0.5 | 2,130,613 | ||||||
NET ASSETS | 100.0 | % | $433,140,158 |
Portfolio holdings are subject to change at any time.
The accompanying notes are an integral part of the financial statements.
5
SKYBRIDGE DIVIDEND VALUE FUND
Portfolio of Investments
October 31, 2016
(Unaudited)
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — 99.1% |
| |||||||
Consumer Discretionary — 38.7% |
| |||||||
Best Buy Co., Inc. | 487,273 | $ | 18,959,792 | |||||
Coach, Inc. | 376,491 | 13,512,262 | ||||||
GameStop Corp., Class A | 497,517 | 11,965,284 | ||||||
Gannett Co., Inc. | 949,631 | 7,378,633 | ||||||
Gap, Inc. (The) | 615,169 | 16,972,513 | ||||||
Garmin Ltd. (Switzerland) | 370,219 | 17,903,791 | ||||||
Kohl’s Corp. | 338,296 | 14,800,450 | ||||||
L Brands, Inc. | 182,260 | 13,157,349 | ||||||
Macy’s, Inc. | 369,756 | 13,492,396 | ||||||
Mattel, Inc. | 454,236 | 14,322,061 | ||||||
Staples, Inc. | 1,331,377 | 9,852,190 | ||||||
Tupperware Brands Corp. | 255,516 | 15,208,312 | ||||||
|
| |||||||
167,525,033 | ||||||||
|
| |||||||
Energy — 13.7% | ||||||||
Chevron Corp. | 152,309 | 15,954,368 | ||||||
Exxon Mobil Corp. | 176,323 | 14,691,232 | ||||||
HollyFrontier Corp. | 577,749 | 14,414,837 | ||||||
PBF Energy, Inc., Class A | 644,755 | 14,055,659 | ||||||
|
| |||||||
59,116,096 | ||||||||
|
| |||||||
Health Care — 10.1% | ||||||||
AbbVie, Inc. | 250,927 | 13,996,708 | ||||||
Merck & Co., Inc. | 265,024 | 15,562,209 | ||||||
Pfizer, Inc. | 451,439 | 14,315,131 | ||||||
|
| |||||||
43,874,048 | ||||||||
|
| |||||||
Industrials — 11.7% | ||||||||
Boeing Co. (The) | 114,732 | 16,341,279 | ||||||
Caterpillar, Inc. | 197,334 | 16,469,496 | ||||||
Pitney Bowes, Inc. | 696,003 | 12,416,693 | ||||||
RR Donnelley & Sons Co. | 302,263 | 5,365,174 | ||||||
|
| |||||||
50,592,642 | ||||||||
|
| |||||||
Information Technology — 18.8% |
| |||||||
CA, Inc. | 488,409 | 15,013,693 |
Number | ||||||||
of Shares | Value | |||||||
COMMON STOCKS — (Continued) |
| |||||||
Information Technology — (Continued) |
| |||||||
Cisco Systems, Inc. | 529,857 | $ | 16,256,013 | |||||
Intel Corp. | 463,856 | 16,174,659 | ||||||
International Business Machines Corp. | 98,236 | 15,097,891 | ||||||
Western Digital Corp. | 323,831 | 18,924,684 | ||||||
|
| |||||||
81,466,940 | ||||||||
|
| |||||||
Telecommunication Services — 6.1% |
| |||||||
CenturyLink, Inc. | 487,764 | 12,964,767 | ||||||
Verizon Communications, Inc. | 281,176 | 13,524,565 | ||||||
|
| |||||||
26,489,332 | ||||||||
|
| |||||||
TOTAL COMMON STOCKS | 429,064,091 | |||||||
|
| |||||||
SHORT-TERM INVESTMENT — 0.4% |
| |||||||
Money Market Fund — 0.4% | ||||||||
Dreyfus Government Cash Management Fund, Institutional Shares 0.28%(a) | 1,945,454 | 1,945,454 | ||||||
|
| |||||||
TOTAL SHORT-TERM INVESTMENT | 1,945,454 | |||||||
|
| |||||||
TOTAL INVESTMENTS - 99.5% | 431,009,545 | |||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.5% | 2,130,613 | |||||||
|
| |||||||
NET ASSETS - 100.0% | $ | 433,140,158 | ||||||
|
|
(a) | Rate periodically changes. Rate disclosed is the daily yield on October 31, 2016. |
The accompanying notes are an integral part of the financial statements.
6
SKYBRIDGE DIVIDEND VALUE FUND
Statement of Assets and Liabilities
October 31, 2016
(Unaudited)
Assets | ||||
Investments, at value (Cost $432,138,975) | $ | 431,009,545 | ||
Cash | 94,764 | |||
Receivable for capital shares sold | 2,638,566 | |||
Dividends receivable | 455,744 | |||
Prepaid expenses and other assets | 110,968 | |||
|
| |||
Total assets | 434,309,587 | |||
|
| |||
Liabilities | ||||
Payable for investments purchased | 94,770 | |||
Payable for capital shares redeemed | 535,335 | |||
Payable to Investment Adviser | 310,577 | |||
Payable for administration and accounting fees | 83,387 | |||
Payable for distribution fees | 62,116 | |||
Payable for transfer agent fees | 28,155 | |||
Payable for custodian fees | 6,500 | |||
Accrued expenses | 48,589 | |||
|
| |||
Total liabilities | 1,169,429 | |||
|
| |||
Net Assets | $ | 433,140,158 | ||
|
| |||
Net Assets Consisted of: | ||||
Capital stock, $0.01 par value | $ | 388,400 | ||
Paid-in capital | 419,556,582 | |||
Accumulated net investment income | 426,409 | |||
Accumulated net realized gain from investments | 13,898,197 | |||
Net unrealized depreciation on investments | (1,129,430 | ) | ||
|
| |||
Net Assets | $ | 433,140,158 | ||
|
|
Class A Shares: | ||||
Net asset value, redemption price per share | $ | 11.16 | ||
|
| |||
Maximum offering price per share (100/94.25 of $11.16) | $ | 11.84 | ||
|
| |||
Class C Shares: | ||||
Net asset value, offering and redemption price per share | $ | 11.11 | ||
|
| |||
Class I Shares: | ||||
Net asset value, offering and redemption price per share | $ | 11.16 | ||
|
|
The accompanying notes are an integral part of the financial statements.
7
SKYBRIDGE DIVIDEND VALUE FUND
Statement of Operations
For the Six Months Ended October 31, 2016
(Unaudited)
Investment Income | ||||
Dividends | $ | 7,735,583 | ||
Interest | 3,855 | |||
|
| |||
Total investment income | 7,739,438 | |||
|
| |||
Expenses | ||||
Advisory fees (Note 2) | 1,519,342 | |||
Distribution fees (Class C Shares) (Note 2) | 190,477 | |||
Distribution fees (Class A Shares) (Note 2) | 143,856 | |||
Administration and accounting fees (Note 2) | 123,434 | |||
Shareholder servicing fees (Class C Shares) (Note 2) | 63,492 | |||
Transfer agent fees (Note 2) | 46,688 | |||
Registration and filing fees | 31,227 | |||
Custodian fees (Note 2) | 23,602 | |||
Trustees’ and officers’ fees (Note 2) | 17,613 | |||
Audit fees | 14,718 | |||
Legal fees | 14,609 | |||
Printing and shareholder reporting fees | 13,887 | |||
Other expenses | 56,351 | |||
|
| |||
Total expenses before waivers and reimbursements | 2,259,296 | |||
|
| |||
Plus: Net expenses recouped (Note 2) | 167,645 | |||
|
| |||
Net expenses after recoupment | 2,426,941 | |||
|
| |||
Net investment income | 5,312,497 | |||
|
| |||
Net realized and unrealized gain/(loss) from investments: | ||||
Net realized gain from investments | 3,953,981 | |||
Net change in unrealized appreciation/(depreciation) on investments | (6,525,887 | ) | ||
|
| |||
Net realized and unrealized loss on investments | (2,571,906 | ) | ||
|
| |||
Net increase in net assets resulting from operations | $ | 2,740,591 | ||
|
|
The accompanying notes are an integral part of the financial statements.
8
SKYBRIDGE DIVIDEND VALUE FUND
Statements of Changes in Net Assets
For the Six Months Ended October 31, 2016 (Unaudited) | For the Year Ended April 30, 2016 | |||||||||||||||||||
Increase in net assets from operations: | ||||||||||||||||||||
Net investment income | $ | 5,312,497 | $ | 4,670,342 | ||||||||||||||||
Net realized gain from investments | 3,953,981 | 11,208,969 | ||||||||||||||||||
Net change in unrealized appreciation/(depreciation) on investments | (6,525,887 | ) | 3,007,199 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Net increase in net assets resulting from operations | 2,740,591 | 18,886,510 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Less Dividends and Distributions to Shareholders from: | ||||||||||||||||||||
Net investment income: | ||||||||||||||||||||
Class A Shares | (1,465,729 | ) | (976,558 | ) | ||||||||||||||||
Class C Shares | (418,886 | ) | (378,987 | ) | ||||||||||||||||
Class I Shares | (3,195,115 | ) | (3,152,726 | ) | ||||||||||||||||
|
|
|
| |||||||||||||||||
Total net investment income | (5,079,730 | ) | (4,508,271 | ) | ||||||||||||||||
|
|
|
| |||||||||||||||||
Net realized capital gains: | ||||||||||||||||||||
Class A Shares | — | (956,102 | ) | |||||||||||||||||
Class C Shares | — | (533,725 | ) | |||||||||||||||||
Class I Shares | — | (2,831,906 | ) | |||||||||||||||||
|
|
|
| |||||||||||||||||
Total net realized capital gains | — | (4,321,733 | ) | |||||||||||||||||
|
|
|
| |||||||||||||||||
Net decrease in net assets from dividends and distributions to shareholders | (5,079,730 | ) | (8,830,004 | ) | ||||||||||||||||
|
|
|
| |||||||||||||||||
Increase in Net Assets Derived from Capital Share Transactions (Note 4) | 111,256,848 | 213,696,680 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Total increase in net assets | 108,917,709 | 223,753,186 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Net assets | ||||||||||||||||||||
Beginning of period | 324,222,449 | 100,469,263 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
End of period | $ | 433,140,158 | $ | 324,222,449 | ||||||||||||||||
|
|
|
| |||||||||||||||||
Accumulated net investment income, end of period | $ | 426,409 | $ | 193,642 | ||||||||||||||||
|
|
|
|
The accompanying notes are an integral part of the financial statements.
9
SKYBRIDGE DIVIDEND VALUE FUND
Financial Highlights
Contained below is per share operating performance data for Class A Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class A Shares | |||||||||||||||
For the | For the | ||||||||||||||
Six Months Ended | For the | Period | |||||||||||||
October 31, 2016 | Year Ended | June 13, 2014* | |||||||||||||
(Unaudited) | April 30, 2016 | to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 11.31 | $ | 11.27 | $ | 10.47 | |||||||||
|
|
|
|
|
| ||||||||||
Net investment income(1) | 0.15 | 0.26 | 0.23 | ||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.16 | ) | 0.24 | 0.78 | |||||||||||
|
|
|
|
|
| ||||||||||
Net increase/(decrease) in net assets resulting from operations | (0.01 | ) | 0.50 | 1.01 | |||||||||||
|
|
|
|
|
| ||||||||||
Dividends and distributions to shareholders from: | |||||||||||||||
Net investment income | (0.14 | ) | (0.24 | ) | (0.19 | ) | |||||||||
Net realized capital gains | — | (0.22 | ) | (0.02 | ) | ||||||||||
|
|
|
|
|
| ||||||||||
Total dividends and distributions to shareholders | (0.14 | ) | (0.46 | ) | (0.21 | ) | |||||||||
|
|
|
|
|
| ||||||||||
Net asset value, end of period | $ | 11.16 | $ | 11.31 | $ | 11.27 | |||||||||
|
|
|
|
|
| ||||||||||
Total investment return(2) | (0.12 | )% | 4.76 | % | 9.74 | % | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 124,378 | $ | 57,175 | $ | 37,732 | |||||||||
Ratio of expenses to average net assets | 1.25 | %(3) | 1.25 | % | 1.25 | %(3) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 1.17 | %(3) | 1.28 | % | 1.76 | %(3) | |||||||||
Ratio of net investment income to average net assets | 2.57 | %(3) | 2.39 | % | 2.48 | %(3) | |||||||||
Portfolio turnover rate | 18.00 | %(5) | 103.97 | % | 122.00 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total investment return does not reflect the impact of the maximum front-end sales load of 5.75%. If reflected, the return would be lower. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed, or recouped, if any. If such fee waivers and/or reimbursements, or recoupments, if any, had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
(6) | Reflects portfolio turnover of the Fund for the year ended April 30, 2015. |
The accompanying notes are an integral part of the financial statements.
10
SKYBRIDGE DIVIDEND VALUE FUND
Financial Highlights (Continued)
Contained below is per share operating performance data for Class C Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class C Shares | |||||||||||||||
For the | For the | ||||||||||||||
Six Months Ended | For the | Period | |||||||||||||
October 31, 2016 | Year Ended | October 17, 2014* | |||||||||||||
(Unaudited) | April 30, 2016 | to April 30, 2015 | |||||||||||||
Per Share Operating Performance | |||||||||||||||
Net asset value, beginning of period | $ | 11.26 | $ | 11.25 | $ | 9.95 | |||||||||
|
|
|
|
|
| ||||||||||
Net investment income(1) | 0.10 | 0.18 | 0.08 | ||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.16 | ) | 0.23 | 1.33 | |||||||||||
|
|
|
|
|
| ||||||||||
Net increase/(decrease) in net assets resulting from operations | (0.06 | ) | 0.41 | 1.41 | |||||||||||
|
|
|
|
|
| ||||||||||
Dividends and distributions to shareholders from: | |||||||||||||||
Net investment income | (0.09 | ) | (0.18 | ) | (0.09 | ) | |||||||||
Net realized capital gains | — | (0.22 | ) | (0.02 | ) | ||||||||||
|
|
|
|
|
| ||||||||||
Total dividends and distributions to shareholders | (0.09 | ) | (0.40 | ) | (0.11 | ) | |||||||||
|
|
|
|
|
| ||||||||||
Net asset value, end of period | $ | 11.11 | $ | 11.26 | $ | 11.25 | |||||||||
|
|
|
|
|
| ||||||||||
Total investment return(2) | (0.52 | )% | 3.95 | % | 14.26 | % | |||||||||
Ratio/Supplemental Data | |||||||||||||||
Net assets, end of period (in thousands) | $ | 54,669 | $ | 43,537 | $ | 6,819 | |||||||||
Ratio of expenses to average net assets | 2.00 | %(3) | 2.00 | % | 2.00 | %(3) | |||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(4) | 1.92 | %(3) | 2.03 | % | 2.32 | %(3) | |||||||||
Ratio of net investment income to average net assets | 1.82 | %(3) | 1.65 | % | 1.46 | %(3) | |||||||||
Portfolio turnover rate | 18.00 | %(5) | 103.97 | % | 122.00 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. Total return does not reflect any applicable sales charge. |
(3) | Annualized. |
(4) | During the period, certain fees were waived and/or reimbursed, or recouped, if any. If such fee waivers and/or reimbursements, or recoupments, if any, had not occurred, the ratios would have been as indicated (See Note 2). |
(5) | Not annualized. |
(6) | Reflects portfolio turnover of the Fund for the year ended April 30, 2015. |
The accompanying notes are an integral part of the financial statements.
11
SKYBRIDGE DIVIDEND VALUE FUND
Financial Highlights (Concluded)
Contained below is per share operating performance data for Class I Shares outstanding, total investment return, ratios to average net assets and other supplemental data for the respective period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information provided in the financial statements and should be read in conjunction with the financial statements and the notes thereto.
Class I Shares | ||||||||||||||||||||
For the | For the | |||||||||||||||||||
Six Months Ended | For the | For the | Period | |||||||||||||||||
October 31, 2016 | Year Ended | Year Ended | April 7, 2014* | |||||||||||||||||
(Unaudited) | April 30, 2016 | April 30, 2015 | to April 30, 2014 | |||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 11.31 | $ | 11.26 | $ | 10.23 | $ | 10.00 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net investment income(1) | 0.16 | 0.28 | 0.29 | — | (2) | |||||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.16 | ) | 0.25 | 0.98 | 0.23 | |||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net increase in net assets resulting from operations | — | 0.53 | 1.27 | 0.23 | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Dividends and distributions to shareholders from: | ||||||||||||||||||||
Net investment income | (0.15 | ) | (0.26 | ) | (0.22 | ) | — | |||||||||||||
Net realized capital gains | — | (0.22 | ) | (0.02 | ) | — | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total dividends and distributions to shareholders | (0.15 | ) | (0.48 | ) | (0.24 | ) | — | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net asset value, end of period | $ | 11.16 | $ | 11.31 | $ | 11.26 | $ | 10.23 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total investment return(3) | 0.00 | % | 5.09 | % | 12.54 | % | 2.30 | % | ||||||||||||
Ratio/Supplemental Data | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 254,093 | $ | 223,510 | $ | 55,918 | $ | 117 | ||||||||||||
Ratio of expenses to average net assets | 1.00 | %(4) | 1.00 | % | 1.00 | % | 1.00 | %(4) | ||||||||||||
Ratio of expenses to average net assets without waivers and expense reimbursements(5) | 0.92 | %(4) | 1.03 | % | 1.63 | % | 646.65 | %(4) | ||||||||||||
Ratio of net investment income to average net assets | 2.82 | %(4) | 2.64 | % | 2.70 | % | 0.79 | %(4) | ||||||||||||
Portfolio turnover rate | 18.00 | %(6) | 103.97 | % | 122.00 | % | 1.98 | %(6) |
* | Commencement of operations. |
(1) | The selected per share data was calculated using the average shares outstanding method for the period. |
(2) | Amount is less than $0.005 per share. |
(3) | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one year are not annualized. |
(4) | Annualized. |
(5) | During the period, certain fees were waived and/or reimbursed, or recouped, if any. If such fee waivers and/or reimbursements, or recoupments, if any, had not occurred, the ratios would have been as indicated (See Note 2). |
(6) | Not annualized. |
The accompanying notes are an integral part of the financial statements.
12
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements
October 31, 2016
(Unaudited)
1. Organization and Significant Accounting Policies
The SkyBridge Dividend Value Fund (the “Fund”) is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which commenced operations on April 7, 2014. The Fund is a separate series of FundVantage Trust (the “Trust”) which was organized as a Delaware statutory trust on August 28, 2006. The Trust is a “series trust” authorized to issue an unlimited number of separate series or classes of shares of beneficial interest. Each series is treated as a separate entity for certain matters under the 1940 Act, and for other purposes, and a shareholder of one series is not deemed to be a shareholder of any other series. The Fund offers Class A, Class C and Class I Shares. Class A Shares are sold subject to a front-end sales charge. Front-end sales charges may be reduced or waived under certain circumstances. A contingent deferred sales charge (“CDSC”) may be applicable to the purchase of Class A Shares. A CDSC, as a percentage of the lower of the original purchase price or net asset value at redemption, of up to 1.00% may be imposed on full or partial redemptions of Class A Shares made within eighteen months of purchase where: (i) $1 million or more of Class A Shares were purchased without an initial sales charge and (ii) the selling broker-dealer received a commission for such sale.
The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.
Portfolio Valuation — The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (“NYSE”) (typically 4:00 p.m. Eastern time) on each day the NYSE is open. Securities held by the Fund are valued using the closing price or the last sale price on a national securities exchange or the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) market system where they are primarily traded. Equity securities traded in the over-the-counter market are valued at their closing prices. If there were no transactions on that day, securities traded principally on an exchange or on NASDAQ will be valued at the mean of the last bid and ask prices prior to the market close. Fixed income securities having a remaining maturity of greater than 60 days are valued using an independent pricing service. Fixed income securities having a remaining maturity of 60 days or less are generally valued at amortized cost, provided such amount approximates fair value. Investments in other open-end investment companies are valued based on the NAV of the investment companies (which may use fair value pricing as discussed in their prospectuses). If market quotations are unavailable or deemed unreliable, securities will be valued in accordance with procedures adopted by the Trust’s Board of Trustees. Relying on prices supplied by pricing services or dealers or using fair valuation may result in values that are higher or lower than the values used by other investment companies and investors to price the same investments.
13
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Fair Value Measurements — The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
• | 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.); and |
• | 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 following is a summary of the inputs used, as of October 31, 2016, in valuing the Fund’s investments carried at fair value:
Level 2 | ||||||||||||||||
Other | Level 3 | |||||||||||||||
Total | Level 1 | Significant | Significant | |||||||||||||
Value at | Quoted | Observable | Unobservable | |||||||||||||
10/31/16 | Prices | Inputs | Inputs | |||||||||||||
Common Stocks* | $ | 429,064,091 | $ | 429,064,091 | $ | — | $ | — | ||||||||
Short-Term Investment | 1,945,454 | 1,945,454 | — | — | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Investments | $ | 431,009,545 | $ | 431,009,545 | $ | — | $ | — | ||||||||
|
|
|
|
|
|
|
|
* | Please refer to Portfolio of Investments for further details on portfolio holdings. |
At the end of each quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
14
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
For fair valuations using significant unobservable inputs, U.S. generally accepted accounting principles (“U.S. GAAP”) require the Fund to present a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between Levels are based on values at the end of the period. U.S. GAAP also requires the Fund to disclose amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when the Fund had an amount of Level 3 investments at the end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each Level within the three-tier hierarchy are disclosed when the Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period.
For the six months ended October 31, 2016, there were no transfers between Levels 1, 2 and 3 for the Fund.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and those differences could be material.
Investment Transactions, Investment Income and Expenses — Investment transactions are recorded on trade date for financial statement preparation purposes. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Distribution (12b-1) fees and shareholder services fees relating to a specific class are charged directly to that class. General expenses of the Trust are generally allocated to each fund in proportion to its relative daily net assets. Expenses directly attributable to a particular fund in the Trust are charged directly to that fund. The Fund’s investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.
Dividends and Distributions to Shareholders — Dividends from net investment income are declared and paid quarterly to shareholders. Distributions, if any, of net short-term capital gain and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers, are declared and paid to its shareholders annually. Income dividends and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. These differences include the treatment of non-taxable dividends, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications within the components of net assets.
15
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
U.S. Tax Status — No provision is made for U.S. income taxes as it is the Fund’s intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and make the requisite distributions to its shareholders which will be sufficient to relieve it from U.S. income and excise taxes.
Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated; however, based on experience, the risk of material loss for such claims is considered remote.
2. Transactions with Related Parties and Other Service Providers
SkyBridge Capital II, LLC (“SkyBridge” or the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement with the Trust (the “Advisory Agreement”). For its services, the Adviser is paid a monthly fee at the annual rate of 0.75% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce its management fee and/or reimburse certain expenses of the Fund to the extent necessary to ensure that the Fund’s total operating expenses (excluding taxes, “Acquired Fund” fees and expenses, interest, extraordinary items and brokerage commissions) do not exceed (on an annual basis) 1.25% with respect to Class A shares, 2.00% with respect to Class C shares and 1.00% with respect to Class I shares of average daily net assets of the Fund (the “Expense Limitation”). The Expense Limitation will remain in place until August 31, 2018, unless the Board of Trustees of FundVantage Trust (the “Trust”) approves its earlier termination. The Adviser is entitled to recover, subject to approval by the Board of Trustees, such amounts reduced or reimbursed for a period of up to three (3) years from the year in which the Adviser reduced its compensation and/or assumed expenses for the Fund. The Adviser is permitted to seek reimbursement from the Fund, subject to certain limitations, for fees it waived and Fund expenses it paid to the extent the total annual fund expenses do not exceed the limits described above or any lesser limits in effect at the time of reimbursement. No recoupment will occur unless the Fund’s expenses are below the Expense Limitation amount. As of October 31, 2016, the amount of potential recovery was as follows:
Expiration | ||||
April 30, 2018 | April 30, 2019 | |||
$108,356 | $70,108 |
For the six months ended October 31, 2016, the Adviser earned advisory fees of $1,519,342 and recouped fees of $167,645 waived in prior periods.
16
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
Other Service Providers
BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as administrator and transfer agent for the Fund. For providing administrative and accounting services, BNY Mellon is entitled to receive a monthly fee equal to an annual percentage rate of the Fund’s average daily net assets, subject to certain minimum monthly fees. For providing transfer agency services, BNY Mellon is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
The Bank of New York Mellon (the “Custodian”) provides certain custodial services to the Fund. The Custodian is entitled to receive a monthly fee, subject to certain minimum, and out of pocket expenses.
Foreside Funds Distributors LLC (the “Underwriter”) provides principal underwriting services to the Fund.
The Trust and the Underwriter are parties to an underwriting agreement. The Trust has adopted a distribution plan for Class A and Class C Shares in accordance with Rule 12b-1 under the 1940 Act. Pursuant to the Class A and Class C Shares plan, the Fund compensates the Underwriter for direct and indirect costs and expenses incurred in connection with advertising, marketing and other distribution services in an amount not to exceed 0.25% and 1.00% (0.75% Rule 12b-1 distribution fee and 0.25% shareholder service fee), respectively, on an annualized basis of the average daily net assets of the Fund’s Class A and Class C Shares.
Trustees and Officers
The Trust is governed by its Board of Trustees. The Trustees receive compensation in the form of an annual retainer and per meeting fees for their services to the Trust. The remuneration paid to the Trustees by the Fund during the six months ended October 31, 2016 was $17,857. An employee of BNY Mellon serves as an Officer of the Trust and is not compensated by the Fund or the Trust.
Effective June 1, 2016 and July 1, 2016, JW Fund Management LLC (“JWFM”) provides a Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. JWFM is compensated for the services provided to the Trust. Until May 31, 2016 and June 30, 2016 certain employees of BNY Mellon served as Principal Executive Officer and Principal Financial Officer, respectively, to the Trust. They were not compensated by the Trust or the Funds.
Freeh Group International Solutions, LLC provides the Trust with a Chief Compliance Officer and an Anti-Money Laundering Officer.
17
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
3. Investment in Securities
For the six months ended October 31, 2016, aggregate purchases and sales of investment securities (excluding short-term investments) of the Fund were as follows:
Purchases | Sales | |||||||
Investment Securities | $ | 180,652,056 | $ | 71,839,076 |
4. Capital Share Transactions
For the six months ended October 31, 2016 and the year ended April 30, 2016, transactions in capital shares (authorized shares unlimited) were as follows:
For the Six Months Ended | ||||||||||||||||
October 31, 2016 | For the Year Ended | |||||||||||||||
(Unaudited) | April 30, 2016 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A Shares | ||||||||||||||||
Sales | 6,446,125 | $ | 68,756,954 | 2,375,219 | $ | 25,416,434 | ||||||||||
Reinvestments | 110,215 | 1,246,658 | 147,829 | 1,565,873 | ||||||||||||
Redemptions | (468,553 | ) | (5,318,225 | ) | (815,613 | ) | (8,746,244 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | 6,087,787 | $ | 64,685,387 | 1,707,435 | $ | 18,236,063 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Class C Shares | ||||||||||||||||
Sales | 1,555,738 | $ | 17,419,808 | 3,411,488 | $ | 36,649,725 | ||||||||||
Reinvestments | 15,097 | 169,304 | 41,827 | 442,128 | ||||||||||||
Redemptions | (517,834 | ) | (5,808,494 | ) | (193,153 | ) | (2,074,568 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | 1,053,001 | $ | 11,780,618 | 3,260,162 | $ | 35,017,285 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Class I Shares | ||||||||||||||||
Sales | 6,988,417 | $ | 79,170,498 | 16,956,162 | $ | 183,385,867 | ||||||||||
Reinvestments | 179,470 | 2,034,746 | 360,370 | 3,826,400 | ||||||||||||
Redemptions | (4,160,861 | ) | (46,414,401 | ) | (2,510,749 | ) | (26,768,935 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase | 3,007,026 | $ | 34,790,843 | 14,805,783 | $ | 160,443,332 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Total Net Increase | 10,147,814 | $ | 111,256,848 | 19,773,380 | $ | 213,696,680 | ||||||||||
|
|
|
|
|
|
|
|
5. Federal Tax Information
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to
18
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Continued)
October 31, 2016
(Unaudited)
be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired.
For the year ended April 30, 2016, the tax character of distributions paid by the Fund was $8,824,556 of ordinary income dividends and $5,448 of long-term capital gains dividends. Distributions from short-term capital gains are treated as ordinary income for federal income tax purposes.
As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:
Capital Loss Carryforward | Undistributed Ordinary Income | Undistributed Long-Term Gain | Unrealized Appreciation | |||
$ — | $4,334,704 | $5,918,568 | $5,281,043 |
The differences between the book and tax basis components of distributable earnings relate primarily to the timing and recognition of income and gains for federal income tax purposes.
As of October 31, 2016, the federal tax cost, aggregate gross unrealized appreciation and depreciation of securities held by the Fund were as follows:
Federal tax cost* | $ | 432,138,975 | ||||||||
|
| |||||||||
Gross unrealized appreciation | $ | 24,081,500 | ||||||||
Gross unrealized depreciation | (25,210,930 | ) | ||||||||
|
| |||||||||
Net unrealized depreciation | $ | (1,129,430 | ) | |||||||
|
|
* | Because tax adjustments are calculated annually at the end of the Fund’s fiscal year, the above table does not reflect tax adjustments for the current fiscal year. For the previous year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report. |
Pursuant to the federal income tax rules applicable to regulated investment companies, the Fund may elect to treat certain capital losses between November 1 and April 30 and late year ordinary losses ((i) ordinary losses between January 1 and April 30, and (ii) specified ordinary and currency losses between November 1 and April 30) as occurring on the first day of the following tax year. For the year ended April 30, 2016, the Fund had no short-term capital loss deferrals and no long-term capital loss deferrals.
Accumulated capital losses represent net capital loss carryforwards as of April 30, 2016 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. As of April 30, 2016, the Fund did not have any capital loss carryforwards.
19
SKYBRIDGE DIVIDEND VALUE FUND
Notes to Financial Statements (Concluded)
October 31, 2016
(Unaudited)
6. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
20
SKYBRIDGE DIVIDEND VALUE FUND
Other Information
(Unaudited)
Proxy Voting
Policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities as well as information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 are available without charge, upon request, by calling (888) 919-6885 and on the Securities and Exchange Commission’s (“SEC”) website at http:// www.sec.gov.
Quarterly Portfolio Schedules
The Trust files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended July 31 and January 31) on Form N-Q. The Trust’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.
21
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Investment Adviser
SkyBridge Capital II, LLC
527 Madison Avenue, 16th Floor
New York, New York 10022
Administrator
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
4400 Computer Drive
Westborough, MA 01581
Principal Underwriter
Foreside Funds Distributors LLC
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312
Custodian
The Bank of New York Mellon
225 Liberty Street
New York, NY 10286
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Commerce Square
2005 Market Street, Suite 700
Philadelphia, PA 19103-7096
Legal Counsel
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103
SkyBridge Dividend
Value Fund
of
FundVantage Trust
Class A Shares
Class C Shares
Class I Shares
SEMI-ANNUAL
REPORT
October 31, 2016
(Unaudited)
This report is submitted for the general information of the shareholders of the SkyBridge Dividend Value Fund. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the SkyBridge Dividend Value Fund.
SKY-1016
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
(b) | Not applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated |
Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. | Controls and Procedures. |
(a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) | Not applicable. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. | |
(a)(3) | Not applicable. | |
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
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) | FundVantage Trust |
By (Signature and Title)* | /s/ Joel L. Weiss | |
Joel L. Weiss, President and | ||
Chief Executive Officer | ||
(principal executive officer) |
Date | 12/30/2016 |
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/ Joel L. Weiss | |
Joel L. Weiss, President and | ||
Chief Executive Officer | ||
(principal executive officer) |
Date | 12/30/2016 |
By (Signature and Title)* | /s/ T. Richard Keyes | |
T. Richard Keyes, Treasurer and | ||
Chief Financial Officer | ||
(principal financial officer) |
Date | 12/30/2016 |
* | Print the name and title of each signing officer under his or her signature. |