UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22525
Managed Portfolio Series
(Exact name of registrant as specified in charter)
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
Brian R. Wiedmeyer, President
Managed Portfolio Series
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Ave, 6th Fl
Milwaukee, WI 53202
(Name and address of agent for service)
(Name and address of agent for service)
(414) 516-1712
Registrant's telephone number, including area code
Date of fiscal year end: March 31, 2024
Date of reporting period: September 30, 2023
Item 1. Reports to Stockholders.
(a) |
Semiannual Report
September 30, 2023
CornerCap Small-Cap Value Fund
Table of Contents
Manager’s Report to Shareholders (Unaudited) | 1 | |
Fund Expenses (Unaudited) | 4 | |
Schedule of Investments | 5 | |
Statement of Assets and Liabilities | 16 | |
Statement of Operations | 17 | |
Statements of Changes in Net Assets | 18 | |
Financial Highlights | 19 | |
Notes to Financial Statements (Unaudited) | 21 | |
Discussion of Liquidity Risk Management Program(Unaudited) | 28 | |
Additional Information (Unaudited) | 29 | |
Privacy Notice | 30 |
Manager’s Report to Shareholders (Unaudited) | |
September 30, 2023 |
Investment Performance through September 30, 2023 (In Thousands)
The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end may be lower or higher than the performance quoted and can be obtained by calling 888-813-8637. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Annualized Rates of Return as of September 30, 2023
1-Year | 3-Year | 5-Year | 10-Year | Since Inception(5) | |
Advisor Class(1) | 10.46% | 15.79% | 5.30% | 7.96% | 9.18% |
Institutional Class(4) | 10.80% | 16.15% | 5.61% | 8.21% | 9.27% |
Russell 2000 Value Index(2) | 7.84% | 13.32% | 2.59% | 6.19% | 9.70% |
Russell 2000 Index(3) | 8.93% | 7.16% | 2.40% | 6.65% | 8.91% |
(1) | Performance shown for Advisor Class is that of the Predecessor Fund’s Investor Shares, and is calculated using the fees and expenses in effect for the Investor Shares during the periods shown, net of any applicable fee and expense limitations or waivers. |
(2) | The Russell 2000 Value Index is an index that measures the 2,000 smallest of the 3,000 largest U.S. Companies (based on total market capitalization) that have lower price-to-book ratios and lower forecasted growth values. It is not possible to invest directly in an index. |
(3) | The Russell 2000 Index is an index that measures the performance of the 2,000 smallest companies in the Russell 3000® Index. The index figures do not reflect any deduction for fees, expenses or taxes. It is not possible to invest directly in an index. |
(4) | Performance shown for Institutional Class is that of the Predecessor Fund’s Institutional Shares. Institutional Shares of the Predecessor Fund commenced operations on December 29, 2015. Performance for the 10 year and Since Inception periods is a blended average annual return which includes the returns of Investor Shares of the Predecessor Fund (inception date September 30, 1992) prior to the commencement of operations of Institutional Shares of the Predecessor Fund, and is calculated using the fees and expenses in effect for the Investor Shares during the periods shown, net of any applicable fee and expense limitations or waivers. If Institutional Shares had been available during periods prior to December 29, 2015, the performance shown may have been different. The performance shown for the periods following the Predecessor Fund’s commencement of Institutional Shares reflects the fees and expenses of Institutional Shares, net of any applicable fee and expense limitations or waivers. |
(5) | Inception date of the Advisor Class was September 30, 1992 and the Institutional Class was December 29, 2015. |
Semiannual Report | September 30, 2023 |
1
Manager’s Report to Shareholders (Unaudited) | |
September 30, 2023 |
The following is expense information for the CornerCap Small-Cap Value Fund as disclosed in the Fund’s most recent prospectus dated August 1, 2023:
Advisor Class Gross Expense Ratio: 1.45% | Net Expense Ratio: 1.25% |
Institutional Class Gross Expense Ratio: 1.15% | Net Expense Ratio: 0.95% |
CornerCap Investment Counsel, Inc. (the “Adviser”) has contractually agreed to waive a portion or all of its management fees and pay Fund expenses (excluding Rule 12b-1 fees, Shareholder Servicing Plan fees, leverage/borrowing interest, interest expense, dividends paid on short sales, brokerage and other transactional expenses, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, or extraordinary expenses) in order to limit the total annual fund operating expenses to 0.95% of average daily net assets of the Fund. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the day on which such fee waiver and/or expense payment was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and/or expense payment occurred and the expense limit in place at the time of recoupment. The Operating Expenses Limitation Agreement cannot be terminated through at least November 18, 2025. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser.
The actual net expense ratio applicable to investors, as disclosed in the Financial Highlights for the period ended September 30, 2023, was 1.25% and 0.95% for the Advisor Class and Institutional Class, respectively.
www.cornercapfunds.com |
2
Manager’s Report to Shareholders (Unaudited) | |
September 30, 2023 |
Allocation of Portfolio Net Assets(1)(2) at September 30, 2023 (% of Net Assets)
Top Ten Equity Holdings(1) at September 30, 2023 (% of Net Assets)
Tactile Systems Technology, Inc. | 0.7% | |
Steelcase, Inc. – Class A | 0.6% | |
Yelp, Inc. | 0.6% | |
Helix Energy Solutions Group, Inc. | 0.6% | |
American Woodmark Corp. | 0.6% | |
IBEX Holdings Ltd. | 0.6% | |
Perdoceo Education Corp. | 0.5% | |
Brady Corp. – Class A | 0.5% | |
Encompass Health Corp. | 0.5% | |
WEX, Inc. | 0.5% |
(1) | Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. |
(2) | Excludes securities lending collateral. |
Semiannual Report | September 30, 2023 |
3
Fund Expenses (Unaudited)
September 30, 2023
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, which may include but are not limited to, sales charges (loads) on purchases; and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, shareholder servicing 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. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2023 – September 30, 2023).
Actual Expenses – For each class, the first line of the 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 – For each class, the second line of the table below 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 this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the 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 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 transactional costs were included, your costs may have been higher.
Beginning | Ending | Expenses Paid | |||
Account Value | Account Value | During Period(1) | |||
(4/1/2023) | (9/30/2023) | (4/1/2023 – 9/30/2023) | |||
Advisor Class | |||||
Actual(2) | $1,000.00 | $1,007.30 | $6.27 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,018.75 | $6.31 | ||
Institutional Class | |||||
Actual(2) | $1,000.00 | $1,008.80 | $4.77 | ||
Hypothetical (5% return before expenses) | $1,000.00 | $1,020.25 | $4.80 |
(1) | Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.25% and 0.95% for the Advisor Class and Institutional Class, respectively, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period. |
(2) | Based on the actual returns for the six-month period ended September 30, 2023, of 0.73% and 0.88% for the Advisor Class and Institutional Class, respectively. |
www.cornercapfunds.com |
4
Schedule of Investments (Unaudited)
September 30, 2023
Shares | Fair Value | |||||||
COMMON STOCK – DOMESTIC (98.0%) | ||||||||
Advertising (0.3%) | ||||||||
Stagwell, Inc. * | 89,792 | $ | 421,124 | |||||
Total Advertising | 421,124 | |||||||
Aerospace & Defense (0.4%) | ||||||||
Barnes Group, Inc. | 12,977 | 440,829 | ||||||
Total Aerospace & Defense | 440,829 | |||||||
Agriculture (1.5%) | ||||||||
Andersons, Inc. | 5,862 | 301,952 | ||||||
Fresh Del Monte Produce, Inc. | 18,930 | 489,151 | ||||||
Turning Point Brands, Inc. | 8,798 | 203,146 | ||||||
Vector Group Ltd. | 50,071 | 532,755 | ||||||
Vital Farms, Inc. * | 22,063 | 255,489 | ||||||
Total Agriculture | 1,782,493 | |||||||
Apparel (0.6%) | ||||||||
Crocs, Inc. * | 5,193 | 458,178 | ||||||
Steven Madden Ltd. | 7,265 | 230,809 | ||||||
Total Apparel | 688,987 | |||||||
Auto Manufacturers (0.4%) | ||||||||
Blue Bird Corp. * | 10,823 | 231,071 | ||||||
REV Group, Inc. | 14,663 | 234,608 | ||||||
Total Auto Manufacturers | 465,679 | |||||||
Auto Parts & Equipment (2.4%) | ||||||||
Adient Plc * | 12,614 | 462,934 | ||||||
Allison Transmission Holdings, Inc. | 8,434 | 498,112 | ||||||
Commercial Vehicle Group, Inc. * | 21,236 | 164,791 | ||||||
Gentex Corp. | 16,623 | 540,913 | ||||||
Standard Motor Products, Inc. | 13,425 | 451,349 | ||||||
Titan International, Inc. *(a) | 21,887 | 293,942 | ||||||
Visteon Corp. * | 3,326 | 459,221 | ||||||
Total Auto Parts & Equipment | 2,871,262 | |||||||
Banks (10.4%) | ||||||||
Ameris Bancorp | 11,807 | 453,271 | ||||||
Bank OZK (a) | 12,324 | 456,851 | ||||||
BCB Bancorp, Inc. | 16,644 | 185,414 | ||||||
Byline Bancorp, Inc. | 25,777 | 508,065 | ||||||
Capital City Bank Group, Inc. | 15,640 | 466,541 | ||||||
Cathay General Bancorp (a) | 14,509 | 504,333 | ||||||
Columbia Banking System, Inc. | 22,434 | 455,410 | ||||||
CrossFirst Bankshares, Inc. * | 47,336 | 477,620 | ||||||
Enterprise Financial Services Corp. | 11,079 | 415,463 | ||||||
Financial Institutions, Inc. | 12,607 | 212,176 | ||||||
First Bancshares Inc. | 16,318 | 440,096 | ||||||
First Commonwealth Financial Corp. | 35,591 | 434,566 |
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
5
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Banks (10.4%) (continued) | ||||||||
First Financial Bancorp | 21,875 | $ | 428,750 | |||||
First Foundation, Inc. | 57,638 | 350,439 | ||||||
FNB Corp./PA | 41,268 | 445,282 | ||||||
Hanmi Financial Corp. | 26,384 | 428,212 | ||||||
Mercantile Bank Corp. | 14,206 | 439,107 | ||||||
Merchants Bancorp/IN | 8,245 | 228,551 | ||||||
Metropolitan Bank Holding Corp. * | 15,916 | 577,433 | ||||||
MVB Financial Corp. | 12,955 | 292,524 | ||||||
National Bank Holdings Corp. – Class A | 14,865 | 442,382 | ||||||
Peoples Bancorp, Inc./OH | 18,032 | 457,652 | ||||||
Pinnacle Financial Partners, Inc. | 8,585 | 575,538 | ||||||
Preferred Bank/Los Angeles CA | 9,087 | 565,666 | ||||||
RBB Bancorp | 38,031 | 486,036 | ||||||
Trustmark Corp. | 22,311 | 484,818 | ||||||
Veritex Holdings, Inc. (a) | 24,221 | 434,767 | ||||||
Webster Financial Corp. | 12,018 | 484,446 | ||||||
Wintrust Financial Corp. | 6,212 | 469,006 | ||||||
Total Banks | 12,600,415 | |||||||
Beverages (0.7%) | ||||||||
Coca-Cola Consolidated, Inc. | 657 | 418,062 | ||||||
Duckhorn Portfolio, Inc. * | 38,267 | 392,620 | ||||||
Total Beverages | 810,682 | |||||||
Biotechnology (3.8%) | ||||||||
Adicet Bio, Inc. * | 18,074 | 24,761 | ||||||
Allovir, Inc. * | 31,503 | 67,731 | ||||||
ALX Oncology Holdings, Inc. * | 16,935 | 81,288 | ||||||
ANI Pharmaceuticals, Inc. * | 5,680 | 329,781 | ||||||
Annexon, Inc. * | 22,604 | 53,345 | ||||||
Arcus Biosciences, Inc. * | 6,192 | 111,146 | ||||||
Atara Biotherapeutics, Inc. * | 53,629 | 79,371 | ||||||
Athira Pharma, Inc. * | 37,648 | 76,049 | ||||||
BioAtla, Inc. * | 29,805 | 50,668 | ||||||
C4 Therapeutics, Inc. * | 23,160 | 43,078 | ||||||
Century Therapeutics, Inc. * | 25,978 | 51,956 | ||||||
Cue Biopharma, Inc. * | 28,405 | 65,331 | ||||||
Cullinan Oncology, Inc. * | 8,053 | 72,880 | ||||||
CytomX Therapeutics, Inc. * | 41,458 | 53,481 | ||||||
Deciphera Pharmaceuticals, Inc. * | 7,514 | 95,578 | ||||||
Dyne Therapeutics, Inc. * | 11,131 | 99,734 | ||||||
Edgewise Therapeutics, Inc. * | 13,423 | 76,914 | ||||||
Entrada Therapeutics, Inc. *(a) | 6,529 | 103,158 | ||||||
Erasca, Inc. * | 27,198 | 53,580 | ||||||
Fate Therapeutics, Inc. * | 20,683 | 43,848 | ||||||
Generation Bio Co.* | 15,099 | 57,225 | ||||||
Graphite Bio, Inc. * | 35,187 | 87,264 | ||||||
Halozyme Therapeutics, Inc. * | 5,537 | 211,513 |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
6
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Biotechnology (3.8%) (continued) | ||||||||
Harvard Bioscience, Inc. *(a) | 38,005 | $ | 163,422 | |||||
Ikena Oncology, Inc. * | 14,078 | 60,958 | ||||||
Intellia Therapeutics, Inc. * | 3,072 | 97,137 | ||||||
Ionis Pharmaceuticals, Inc. *(a) | 1,751 | 79,425 | ||||||
Iovance Biotherapeutics, Inc. * | 13,248 | 60,278 | ||||||
iTeos Therapeutics, Inc. * | 6,219 | 68,098 | ||||||
Kezar Life Sciences, Inc. * | 36,199 | 43,077 | ||||||
Kronos Bio, Inc. * | 14,607 | 18,989 | ||||||
Kymera Therapeutics, Inc. * | 5,306 | 73,753 | ||||||
LianBio – ADR * | 55,388 | 82,528 | ||||||
MacroGenics, Inc. * | 16,948 | 78,978 | ||||||
MeiraGTx Holdings Plc * | 13,290 | 65,254 | ||||||
Mind Medicine MindMed, Inc. * | 29,459 | 92,207 | ||||||
Monte Rosa Therapeutics, Inc. * | 13,615 | 65,216 | ||||||
NGM Biopharmaceuticals, Inc. * | 22,437 | 24,008 | ||||||
Nkarta, Inc. * | 19,358 | 26,908 | ||||||
Nurix Therapeutics, Inc. * | 9,383 | 73,750 | ||||||
Nuvation Bio, Inc. * | 64,161 | 85,976 | ||||||
Point Biopharma Global, Inc. * | 14,012 | 93,460 | ||||||
Poseida Therapeutics, Inc. * | 43,177 | 102,761 | ||||||
Pyxis Oncology, Inc. * | 36,737 | 73,107 | ||||||
REGENXBIO, Inc. * | 5,601 | 92,192 | ||||||
Relay Therapeutics, Inc. * | 10,811 | 90,921 | ||||||
Sage Therapeutics, Inc. * | 5,294 | 108,951 | ||||||
Shattuck Labs, Inc. * | 26,530 | 40,326 | ||||||
Sutro Biopharma, Inc. * | 18,563 | 64,414 | ||||||
Tenaya Therapeutics, Inc. * | 16,089 | 41,027 | ||||||
United Therapeutics Corp. * | 2,027 | 457,838 | ||||||
Verastem, Inc. * | 11,810 | 96,015 | ||||||
Vir Biotechnology, Inc. * | 5,227 | 48,977 | ||||||
Zymeworks, Inc. * | 12,571 | 79,700 | ||||||
Total Biotechnology | 4,639,331 | |||||||
Building Materials (1.8%) | ||||||||
American Woodmark Corp. * | 9,452 | 714,666 | ||||||
Armstrong World Industries, Inc. | 6,860 | 493,920 | ||||||
Gibraltar Industries, Inc. * | 6,818 | 460,283 | ||||||
Masonite International Corp. * | 4,970 | 463,303 | ||||||
Total Building Materials | 2,132,172 | |||||||
Chemicals (1.4%) | ||||||||
Avient Corp. | 6,329 | 223,540 | ||||||
Ecovyst, Inc. * | 24,122 | 237,360 | ||||||
Minerals Technologies, Inc. | 8,168 | 447,280 | ||||||
Quaker Chemical Corp. | 2,870 | 459,200 | ||||||
Trinseo Plc | 43,305 | 353,802 | ||||||
Total Chemicals | 1,721,182 |
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
7
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Coal (0.4%) | ||||||||
Hallador Energy Co. *(a) | 33,889 | $ | 488,679 | |||||
Total Coal | 488,679 | |||||||
Commercial Services (6.2%) | ||||||||
Aaron’s Co., Inc. | 43,507 | 455,518 | ||||||
ABM Industries, Inc. | 11,042 | 441,790 | ||||||
Alarm.com Holdings, Inc. * | 7,603 | 464,848 | ||||||
Alight, Inc. – Class A * | 29,111 | 206,397 | ||||||
API Group Corp. * | 8,654 | 224,398 | ||||||
CoreCivic, Inc. * | 25,457 | 286,391 | ||||||
Ennis, Inc. | 23,343 | 495,339 | ||||||
Euronet Worldwide, Inc. * | 5,581 | 443,020 | ||||||
Forrester Research, Inc. * | 15,601 | 450,869 | ||||||
Franklin Covey Co.* | 5,773 | 247,777 | ||||||
Healthcare Services Group, Inc. | 39,347 | 410,389 | ||||||
Herc Holdings, Inc. | 1,938 | 230,506 | ||||||
John Wiley & Sons, Inc. – Class A | 12,373 | 459,904 | ||||||
LiveRamp Holdings, Inc. * | 15,081 | 434,936 | ||||||
Perdoceo Education Corp. | 38,523 | 658,743 | ||||||
Progyny, Inc. *(a) | 14,029 | 477,267 | ||||||
Stride, Inc. *(a) | 5,332 | 240,100 | ||||||
Upbound Group, Inc. (a) | 7,824 | 230,417 | ||||||
WEX, Inc. *(a) | 3,343 | 628,785 | ||||||
Total Commercial Services | 7,487,394 | |||||||
Computers (1.7%) | ||||||||
Maximus, Inc. | 6,173 | 461,000 | ||||||
NCR Corp. * | 9,357 | 252,358 | ||||||
NetScout Systems, Inc. * | 16,251 | 455,353 | ||||||
Rapid7, Inc. *(a) | 5,207 | 238,376 | ||||||
TaskUS, Inc. – Class A *(a) | 24,556 | 254,891 | ||||||
Tenable Holdings, Inc. * | 5,466 | 244,877 | ||||||
TTEC Holdings, Inc. | 6,616 | 173,472 | ||||||
Total Computers | 2,080,327 | |||||||
Distribution/Wholesale (1.2%) | ||||||||
A-Mark Precious Metals, Inc. | 6,307 | 184,984 | ||||||
MRC Global, Inc. * | 42,976 | 440,504 | ||||||
Resideo Technologies, Inc. * | 16,523 | 261,063 | ||||||
ScanSource, Inc. * | 17,238 | 522,484 | ||||||
Total Distribution/Wholesale | 1,409,035 | |||||||
Diversified Financial Services (2.0%) | ||||||||
Affiliated Managers Group, Inc. | 3,229 | 420,868 | ||||||
BGC Group, Inc. – Class A | 97,048 | 512,413 | ||||||
Federated Hermes, Inc. | 6,147 | 208,199 | ||||||
StoneX Group, Inc. * | 2,593 | 251,314 | ||||||
Victory Capital Holdings, Inc. – Class A (a) | 8,519 | 284,023 |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
8
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Diversified Financial Services (2.0%) (continued) | ||||||||
Virtu Financial, Inc. – Class A | 25,301 | $ | 436,948 | |||||
Western Union Co. | 19,054 | 251,132 | ||||||
Total Diversified Financial Services | 2,364,897 | |||||||
Electric (1.9%) | ||||||||
ALLETE, Inc. | 8,157 | 430,690 | ||||||
Avista Corp. | 14,196 | 459,524 | ||||||
Black Hills Corp. | 8,279 | 418,835 | ||||||
Hawaiian Electric Industries, Inc. | 12,507 | 153,961 | ||||||
NorthWestern Corp. | 8,876 | 426,580 | ||||||
Unitil Corp. | 10,062 | 429,748 | ||||||
Total Electric | 2,319,338 | |||||||
Electrical Components & Equipment (1.3%) | ||||||||
Acuity Brands, Inc. | 2,914 | 496,283 | ||||||
Energizer Holdings, Inc. | 6,930 | 222,037 | ||||||
EnerSys | 5,274 | 499,290 | ||||||
Powell Industries, Inc. (a) | 4,496 | 372,719 | ||||||
Total Electrical Components & Equipment | 1,590,329 | |||||||
Electronics (1.9%) | ||||||||
Brady Corp. – Class A | 11,882 | 652,559 | ||||||
Jabil, Inc. | 4,283 | 543,470 | ||||||
Napco Security Technologies, Inc. | 9,755 | 217,049 | ||||||
Sanmina Corp. * | 8,560 | 464,637 | ||||||
Sensata Technologies Holding Plc (a) | 11,875 | 449,113 | ||||||
Total Electronics | 2,326,828 | |||||||
Energy – Alternate Sources (0.4%) | ||||||||
REX American Resources Corp. * | 11,482 | 467,547 | ||||||
Total Energy – Alternate Sources | 467,547 | |||||||
Engineering & Construction (0.9%) | ||||||||
Fluor Corp. *(a) | 6,689 | 245,486 | ||||||
MasTec, Inc. * | 5,506 | 396,267 | ||||||
Primoris Services Corp. | 14,145 | 462,966 | ||||||
Total Engineering & Construction | 1,104,719 | |||||||
Entertainment (1.3%) | ||||||||
Accel Entertainment, Inc. * | 44,083 | 482,709 | ||||||
Everi Holdings, Inc. * | 36,507 | 482,623 | ||||||
Marriott Vacations Worldwide Corp. | 3,707 | 373,035 | ||||||
Monarch Casino & Resort, Inc. (a) | 3,354 | 208,283 | ||||||
Total Entertainment | 1,546,650 | |||||||
Gas (1.1%) | ||||||||
National Fuel Gas Co. | 8,888 | 461,376 | ||||||
Northwest Natural Holding Co. | 10,932 | 417,165 | ||||||
Spire, Inc. (a) | 7,434 | 420,616 | ||||||
Total Gas | 1,299,157 | |||||||
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
9
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Healthcare-Products (4.0%) | ||||||||
Avanos Medical, Inc. * | 15,235 | $ | 308,052 | |||||
Envista Holdings Corp. * | 8,505 | 237,119 | ||||||
Globus Medical, Inc. – Class A * | 8,352 | 414,677 | ||||||
Haemonetics Corp. * | 6,930 | 620,789 | ||||||
Inmode Ltd. * | 7,151 | 217,819 | ||||||
Integer Holdings Corp. *(a) | 5,736 | 449,874 | ||||||
Integra LifeSciences Holdings Corp. * | 11,686 | 446,288 | ||||||
iRadimed Corp. | 11,553 | 512,607 | ||||||
Patterson Cos., Inc. | 18,054 | 535,121 | ||||||
Semler Scientific, Inc. * | 8,324 | 211,180 | ||||||
Tactile Systems Technology, Inc. * | 62,103 | 872,547 | ||||||
Total Healthcare-Products | 4,826,073 | |||||||
Healthcare-Services (1.7%) | ||||||||
Addus HomeCare Corp. * | 5,537 | 471,697 | ||||||
Encompass Health Corp. | 9,398 | 631,170 | ||||||
HealthEquity, Inc. *(a) | 4,074 | 297,606 | ||||||
Select Medical Holdings Corp. | 17,134 | 432,976 | ||||||
Viemed Healthcare, Inc. * | 24,684 | 166,123 | ||||||
Total Healthcare-Services | 1,999,572 | |||||||
Home Builders (0.5%) | ||||||||
Cavco Industries, Inc. * | 828 | 219,967 | ||||||
Installed Building Products, Inc. (a) | 3,335 | 416,508 | ||||||
Total Home Builders | 636,475 | |||||||
Home Furnishings (0.3%) | ||||||||
MillerKnoll, Inc. | 12,445 | 304,280 | ||||||
Total Home Furnishings | 304,280 | |||||||
Household Products/Wares (0.8%) | ||||||||
ACCO Brands Corp. | 42,401 | 243,382 | ||||||
Quanex Building Products Corp. (a) | 16,323 | 459,819 | ||||||
Reynolds Consumer Products, Inc. | 8,978 | 230,106 | ||||||
Total Household Products/Wares | 933,307 | |||||||
Housewares (0.2%) | ||||||||
Scotts Miracle-Gro Co. (a) | 4,544 | 234,834 | ||||||
Total Housewares | 234,834 | |||||||
Insurance (3.0%) | ||||||||
Assurant, Inc. | 3,825 | 549,193 | ||||||
Axis Capital Holdings Ltd. | 8,593 | 484,388 | ||||||
BRP Group, Inc. – Class A *(a) | 20,898 | 485,461 | ||||||
Employers Holdings, Inc. | 12,907 | 515,635 | ||||||
James River Group Holdings Ltd. | 27,058 | 415,340 | ||||||
Lincoln National Corp. | 18,582 | 458,790 | ||||||
Palomar Holdings, Inc. *(a) | 8,898 | 451,573 | ||||||
Skyward Specialty Insurance Group, Inc. *(a) | 9,773 | 267,389 | ||||||
Total Insurance | 3,627,769 |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
10
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Internet (2.5%) | ||||||||
1-800-Flowers.com, Inc. – Class A * | 39,010 | $ | 273,070 | |||||
HealthStream, Inc. | 10,110 | 218,174 | ||||||
Q2 Holdings, Inc. *(a) | 9,690 | 312,696 | ||||||
Shutterstock, Inc. | 12,156 | 462,536 | ||||||
Solo Brands, Inc. – Class A *(a) | 48,642 | 248,074 | ||||||
TripAdvisor, Inc. * | 28,470 | 472,033 | ||||||
Upwork, Inc. * | 26,850 | 305,016 | ||||||
Yelp, Inc. * | 17,482 | 727,076 | ||||||
Total Internet | 3,018,675 | |||||||
Iron/Steel (0.9%) | ||||||||
Carpenter Technology Corp. | 9,229 | 620,281 | ||||||
Haynes International, Inc. | 9,659 | 449,337 | ||||||
Total Iron/Steel | 1,069,618 | |||||||
Leisure Time (1.1%) | ||||||||
Harley-Davidson, Inc. | 13,582 | 449,021 | ||||||
Malibu Boats, Inc. – Class A *(a) | 9,248 | 453,337 | ||||||
OneSpaWorld Holdings Ltd. * | 18,377 | 206,190 | ||||||
Polaris, Inc. (a) | 2,208 | 229,941 | ||||||
Total Leisure Time | 1,338,489 | |||||||
Lodging (1.0%) | ||||||||
Boyd Gaming Corp. | 9,126 | 555,135 | ||||||
Hilton Grand Vacations, Inc. *(a) | 5,934 | 241,514 | ||||||
Travel + Leisure Co. | 12,443 | 457,031 | ||||||
Total Lodging | 1,253,680 | |||||||
Machinery – Construction & Mining (1.9%) | ||||||||
Argan, Inc. (a) | 5,931 | 269,979 | ||||||
Babcock & Wilcox Enterprises, Inc. * | 49,923 | 210,176 | ||||||
Hyster-Yale Materials Handling, Inc. | 10,441 | 465,460 | ||||||
Manitowoc Co., Inc. * | 30,779 | 463,224 | ||||||
Oshkosh Corp. | 5,882 | 561,319 | ||||||
Terex Corp. | 4,861 | 280,091 | ||||||
Total Machinery – Construction & Mining | 2,250,249 | |||||||
Machinery-Diversified (0.8%) | ||||||||
Columbus McKinnon Corp./NY | 13,464 | 470,028 | ||||||
Gates Industrial Corp. Plc * | 42,015 | 487,794 | ||||||
Total Machinery-Diversified | 957,822 | |||||||
Media (0.7%) | ||||||||
Cable One, Inc. | 802 | 493,743 | ||||||
TEGNA, Inc. | 27,915 | 406,722 | ||||||
Total Media | 900,465 | |||||||
Metal Fabricate & Hardware (1.6%) | ||||||||
Janus International Group, Inc. * | 24,724 | 264,547 |
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
11
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Metal Fabricate & Hardware (1.6%) (continued) | ||||||||
Timken Co. | 6,197 | $ | 455,417 | |||||
TimkenSteel Corp. * | 22,811 | 495,455 | ||||||
Valmont Industries, Inc. | 960 | 230,602 | ||||||
Worthington Industries, Inc. | 7,672 | 474,283 | ||||||
Total Metal Fabricate & Hardware | 1,920,304 | |||||||
Miscellaneous Manufacturing (0.2%) | ||||||||
Core Molding Technologies, Inc. * | 8,861 | 252,450 | ||||||
Total Miscellaneous Manufacturing | 252,450 | |||||||
Office Furnishings (0.6%) | ||||||||
Steelcase, Inc. – Class A (a) | 69,886 | 780,627 | ||||||
Total Office Furnishings | 780,627 | |||||||
Office/Business Equipment (0.2%) | ||||||||
Xerox Holdings Corp. | 15,841 | 248,545 | ||||||
Total Office/Business Equipment | 248,545 | |||||||
Oil & Gas (2.5%) | ||||||||
Berry Corp. | 65,567 | 537,649 | ||||||
Chord Energy Corp. (a) | 3,293 | 533,696 | ||||||
Evolution Petroleum Corp. | 69,164 | 473,082 | ||||||
Gulfport Energy Corp. * | 4,369 | 518,426 | ||||||
Ovintiv, Inc. | 10,338 | 491,779 | ||||||
Riley Exploration Permian, Inc. | 14,134 | 449,320 | ||||||
Total Oil & Gas | 3,003,952 | |||||||
Oil & Gas Services (1.1%) | ||||||||
Archrock, Inc. | 18,917 | 238,354 | ||||||
DMC Global, Inc. * | 14,459 | 353,812 | ||||||
Helix Energy Solutions Group, Inc. *(a) | 64,645 | 722,085 | ||||||
Total Oil & Gas Services | 1,314,251 | |||||||
Packaging & Containers (1.2%) | ||||||||
Clearwater Paper Corp. * | 15,182 | 550,347 | ||||||
Pactiv Evergreen, Inc. | 59,958 | 487,459 | ||||||
Ranpak Holdings Corp. * | 41,151 | 223,861 | ||||||
TriMas Corp. | 9,643 | 238,761 | ||||||
Total Packaging & Containers | 1,500,428 | |||||||
Pharmaceuticals (4.1%) | ||||||||
Alector, Inc. * | 11,767 | 76,250 | ||||||
Alkermes Plc * | 18,052 | 505,636 | ||||||
Amylyx Pharmaceuticals, Inc. * | 22,279 | 407,929 | ||||||
Arvinas, Inc. * | 2,644 | 51,928 | ||||||
Assertio Holdings, Inc. * | 38,206 | 97,807 | ||||||
Catalyst Pharmaceuticals, Inc. *(a) | 38,161 | 446,102 | ||||||
Collegium Pharmaceutical, Inc. * | 10,395 | 232,328 | ||||||
Enanta Pharmaceuticals, Inc. * | 6,712 | 74,973 |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
12
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Pharmaceuticals (4.1%) (continued) | ||||||||
Foghorn Therapeutics, Inc. * | 13,147 | $ | 65,735 | |||||
Gritstone bio, Inc. * | 40,619 | 69,865 | ||||||
Herbalife Nutrition Ltd. * | 10,784 | 150,868 | ||||||
Ironwood Pharmaceuticals, Inc. * | 26,780 | 257,891 | ||||||
Lyell Immunopharma, Inc. * | 47,763 | 70,212 | ||||||
Option Care Health, Inc. * | 15,835 | 512,262 | ||||||
Pacira BioSciences, Inc. * | 15,035 | 461,274 | ||||||
Perrigo Co. Plc | 12,468 | 398,353 | ||||||
PetIQ, Inc. * | 13,535 | 266,640 | ||||||
Premier, Inc. – Class A | 22,032 | 473,688 | ||||||
Prestige Consumer Healthcare, Inc. * | 3,710 | 212,175 | ||||||
Vanda Pharmaceuticals, Inc. * | 16,101 | 69,556 | ||||||
Total Pharmaceuticals | 4,901,472 | |||||||
Real Estate Investment Trusts (8.4%) | ||||||||
American Assets Trust, Inc. | 21,225 | 412,826 | ||||||
Armada Hoffler Properties, Inc. | 33,316 | 341,156 | ||||||
Brixmor Property Group, Inc. | 20,455 | 425,055 | ||||||
Broadstone Net Lease, Inc. | 22,258 | 318,289 | ||||||
CareTrust REIT, Inc. (a) | 18,600 | 381,300 | ||||||
Chatham Lodging Trust | 38,119 | 364,799 | ||||||
COPT Defense Properties (a) | 15,916 | 379,278 | ||||||
EastGroup Properties, Inc. (a) | 2,203 | 366,866 | ||||||
Elme Communities | 22,096 | 301,390 | ||||||
EPR Properties | 11,602 | 481,947 | ||||||
Essential Properties Realty Trust, Inc. (a) | 19,479 | 421,331 | ||||||
Getty Realty Corp. | 6,154 | 170,650 | ||||||
Independence Realty Trust, Inc. (a) | 35,976 | 506,182 | ||||||
Innovative Industrial Properties, Inc. (a) | 5,445 | 411,969 | ||||||
Kilroy Realty Corp. | 13,697 | 432,962 | ||||||
National Health Investors, Inc. | 7,200 | 369,792 | ||||||
National Storage Affiliates Trust (a) | 12,068 | 383,038 | ||||||
NETSTREIT Corp. | 22,126 | 344,723 | ||||||
NexPoint Residential Trust, Inc. | 9,615 | 309,411 | ||||||
Park Hotels & Resorts, Inc. (a) | 35,218 | 433,886 | ||||||
Phillips Edison & Co, Inc. (a) | 12,017 | 403,050 | ||||||
Plymouth Industrial REIT, Inc. | 16,735 | 350,598 | ||||||
Retail Opportunity Investments Corp. | 32,639 | 404,071 | ||||||
RLJ Lodging Trust | 37,575 | 367,859 | ||||||
Summit Hotel Properties, Inc. | 33,065 | 191,777 | ||||||
Terreno Realty Corp.(a) | 6,513 | 369,938 | ||||||
Whitestone REIT | 51,193 | 492,989 | ||||||
Total Real Estate Investment Trusts | 10,137,132 | |||||||
Retail (2.2%) | ||||||||
American Eagle Outfitters, Inc. | 30,384 | 504,678 | ||||||
Brinker International, Inc. *(a) | 7,570 | 239,136 | ||||||
Build-A-Bear Workshop, Inc. | 8,080 | 237,633 | ||||||
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
13
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Retail (2.2%) (continued) | ||||||||
Dine Brands Global, Inc. (a) | 3,641 | $ | 180,047 | |||||
El Pollo Loco Holdings, Inc. | 25,047 | 224,171 | ||||||
FirstCash Holdings, Inc. | 2,917 | 292,808 | ||||||
Guess?, Inc. | 10,776 | 233,193 | ||||||
ODP Corp. * | 5,131 | 236,796 | ||||||
PriceSmart, Inc. (a) | 3,084 | 229,542 | ||||||
Sally Beauty Holdings, Inc. *(a) | 39,041 | 327,164 | ||||||
Total Retail | 2,705,168 | |||||||
Savings & Loans (1.4%) | ||||||||
Axos Financial, Inc. *(a) | 12,108 | 458,409 | ||||||
Brookline Bancorp, Inc. | 23,022 | 209,730 | ||||||
FS Bancorp, Inc. | 9,148 | 269,866 | ||||||
HomeTrust Bancshares, Inc. | 11,645 | 252,347 | ||||||
Washington Federal, Inc. | 17,666 | 452,603 | ||||||
Total Savings & Loans | 1,642,955 | |||||||
Semiconductors (1.1%) | ||||||||
Cirrus Logic, Inc. * | 6,405 | 473,714 | ||||||
Cohu, Inc. * | 15,267 | 525,795 | ||||||
MaxLinear, Inc. * | 14,666 | 326,319 | ||||||
Total Semiconductors | 1,325,828 | |||||||
Software (8.2%) | ||||||||
Bandwidth, Inc. * | 37,346 | 420,889 | ||||||
Blackbaud, Inc. * | 6,858 | 482,255 | ||||||
Box, Inc. – Class A *(a) | 9,521 | 230,503 | ||||||
Clear Secure, Inc. – Class A | 12,359 | 235,315 | ||||||
CommVault Systems, Inc. * | 3,383 | 228,725 | ||||||
Concentrix Corp. | 2,556 | 204,761 | ||||||
CSG Systems International, Inc. (a) | 4,429 | 226,411 | ||||||
Elastic NV * | 7,333 | 595,733 | ||||||
Everbridge, Inc. * | 11,322 | 253,839 | ||||||
IBEX Holdings Ltd. * | 43,169 | 666,961 | ||||||
Immersion Corp. | 31,751 | 209,874 | ||||||
JFrog Ltd. * | 22,850 | 579,476 | ||||||
New Relic, Inc. * | 7,030 | 601,909 | ||||||
Nutanix, Inc. – Class A *(a) | 8,401 | 293,027 | ||||||
Olo, Inc. – Class A * | 76,204 | 461,796 | ||||||
PagerDuty, Inc. * | 20,986 | 471,975 | ||||||
Pegasystems, Inc. | 9,961 | 432,407 | ||||||
Progress Software Corp. | 9,593 | 504,400 | ||||||
RingCentral, Inc. – Class A * | 7,480 | 221,632 | ||||||
Smartsheet, Inc. – Class A * | 10,964 | 443,604 | ||||||
SolarWinds Corp. * | 31,292 | 295,397 | ||||||
Teradata Corp. * | 10,672 | 480,454 | ||||||
Verint Systems, Inc. * | 6,565 | 150,929 | ||||||
Yext, Inc. * | 68,319 | 432,459 |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
14
Schedule of Investments (Unaudited) (continued)
September 30, 2023
Shares | Fair Value | |||||||
Software (8.2%) (continued) | ||||||||
Zeta Global Holdings Corp. – Class A * | 31,692 | $ | 264,628 | |||||
Zuora, Inc. – Class A * | 55,662 | 458,655 | ||||||
Total Software | 9,848,014 | |||||||
Telecommunications (0.6%) | ||||||||
Aviat Networks, Inc. * | 7,938 | 247,665 | ||||||
Cambium Networks Corp. * | 15,253 | 111,805 | ||||||
CommScope Holding Co, Inc. * | 43,102 | 144,823 | ||||||
Ooma, Inc. * | 18,798 | 244,562 | ||||||
Total Telecommunications | 748,855 | |||||||
Transportation (1.2%) | ||||||||
Daseke, Inc. * | 45,512 | 233,477 | ||||||
DHT Holdings, Inc. | 54,590 | 562,277 | ||||||
Radiant Logistics, Inc. * | 40,473 | 228,672 | ||||||
World Kinect Corp. | 19,172 | 430,028 | ||||||
Total Transportation | 1,454,454 | |||||||
TOTAL COMMON STOCK | ||||||||
(COST $122,985,397) | 118,194,799 | |||||||
CONTINGENT VALUE RIGHTS (0.0%) | ||||||||
Ligand Pharmaceuticals, Inc. Earn-Out Shares *(b) | 491 | — | ||||||
Ligand Pharmaceuticals, Inc. Earn-Out Shares *(b) | 491 | — | ||||||
TOTAL CONTINGENT VALUE RIGHTS | ||||||||
(COST $—) | — | |||||||
INVESTMENT PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (12.0%) | ||||||||
Mount Vernon Liquid Assets Portfolio, LLC, 5.500% ^ | 14,517,029 | 14,517,029 | ||||||
TOTAL INVESTMENT PURCHASED WITH PROCEEDS FROM SECURITIES LENDING | ||||||||
(COST $14,517,029) | 14,517,029 | |||||||
MONEY MARKET FUND (1.9%) | ||||||||
First American Government Obligations Fund – Class X, 5.259% ^ | 2,275,322 | 2,275,322 | ||||||
TOTAL MONEY MARKET FUND | ||||||||
(COST $2,275,322) | 2,275,322 | |||||||
TOTAL INVESTMENTS | ||||||||
(COST $139,777,748) | 111.9 | % | 134,987,150 | |||||
LIABILITIES IN EXCESS OF OTHER ASSETS | (11.9 | )% | (14,387,531 | ) | ||||
TOTAL NET ASSETS | 100.0 | % | $ | 120,599,619 |
* | Non-income producing security. |
(a) | This security or a portion of this security was out on loan at September 30, 2023. Total loaned securities had a fair value of $14,097,778 at September 30, 2023. |
(b) | Security is categorized in Level 3 of the fair value hierarchy. These Level 3 securities have a total fair value of $0, which represents 0.0% of total net assets. See Note 3 In the Notes to the Financial Statements. |
ADR – | American Depositary Receipt |
PLC – | Public Limited Company |
REIT – | Real Estate Investment Trust |
^ | The rate shown is the annualized seven-day effective yield as of September 30, 2023. |
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
15
Statement of Assets and Liabilities (Unaudited)
September 30, 2023
ASSETS: | ||||
Investment securities: | ||||
At cost | $ | 139,777,748 | ||
At value(1) | $ | 134,987,150 | ||
Cash | 1,101 | |||
Receivable for investment securities sold | 1,906,942 | |||
Dividends & interest receivable | 159,148 | |||
Receivable for capital shares sold | 213,669 | |||
Income receivable from securities lending | 3,128 | |||
Prepaid expenses | 68,743 | |||
Total Assets | 137,339,881 | |||
LIABILITIES: | ||||
Payable upon return of securities loaned (See Note 9) | 14,517,029 | |||
Payable for investment securities purchased | 2,018,611 | |||
Payable for capital shares redeemed | 31,594 | |||
Payable to investment adviser | 71,582 | |||
Payable for fund administration & accounting fees | 58,719 | |||
Payable for transfer agent fees & expenses | 11,152 | |||
Payable for audit and tax fees | 9,151 | |||
Payable for trustee fees | 1,909 | |||
Accrued other fees | 20,101 | |||
Accrued distribution & shareholder service fees | 414 | |||
Total Liabilities | 16,740,262 | |||
NET ASSETS | $ | 120,599,619 | ||
COMPOSITION OF NET ASSETS | ||||
Paid-in capital | $ | 124,059,178 | ||
Total accumulated losses | (3,459,559 | ) | ||
Total net assets | $ | 120,599,619 | ||
(1) Includes loaned securities of: | $ | 14,097,778 | ||
Advisor Class Shares: | ||||
Net Assets | $ | 542,685 | ||
Shares issued and outstanding(2) | 43,433 | |||
Net asset value, offering price, and redemption price per share | $ | 12.49 | ||
Institutional Class Shares: | ||||
Net Assets | $ | 120,056,934 | ||
Shares issued and outstanding(2) | 9,543,553 | |||
Net asset value, offering price, and redemption price per share | $ | 12.58 | ||
(2) Unlimited shares authorized without par value. |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
16
Statement of Operations (Unaudited)
For the Six Months Ended September 30, 2023
INVESTMENT INCOME: | ||||
Interest income | $ | 48,561 | ||
Dividend income | 1,226,960 | |||
Less: Foreign taxes withheld | (2,826 | ) | ||
Securities lending income | 14,268 | |||
Total investment income | 1,286,963 | |||
EXPENSES: | ||||
Investment advisory fees (See Note 4) | 545,222 | |||
Fund administration & accounting fees (See Note 4) | 83,277 | |||
Transfer agent fees & expenses (See Note 4) | 18,177 | |||
Federal & state registration fees | 12,554 | |||
Audit and tax fees | 9,150 | |||
Trustee fees | 8,815 | |||
Custody fees (See Note 4) | 6,419 | |||
Postage & printing fees | 3,626 | |||
Other fees | 1,432 | |||
Distribution & shareholder service fees – Advisor Class (See Note 5) | 502 | |||
Total expenses before waiver | 689,174 | |||
Less: Fee waiver from investment adviser (See Note 4) | (100,080 | ) | ||
Total net expenses | 589,094 | |||
NET INVESTMENT INCOME | 697,869 | |||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||
Net realized gain on investments | 465,722 | |||
Net change in unrealized appreciation/depreciation of investments | (244,889 | ) | ||
Net realized and unrealized gain on investments | 220,833 | |||
NET INCREASE IN NET ASSETS FROM OPERATIONS | $ | 918,702 |
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
17
Statements of Changes in Net Assets
For the | ||||||||
Six Months Ended | For the Year | |||||||
September 30, 2023 | Ended | |||||||
(Unaudited) | March 31, 2023 | |||||||
OPERATIONS: | ||||||||
Net investment income | $ | 697,869 | $ | 1,155,429 | ||||
Net realized gain on investments | 465,722 | 969,514 | ||||||
Net change in unrealized appreciation/depreciation of investments | (244,889 | ) | (14,275,630 | ) | ||||
Net increase (decrease) resulting from operations | 918,702 | (12,150,687 | ) | |||||
CAPITAL SHARE TRANSACTIONS: | ||||||||
Advisor Class: | ||||||||
Proceeds from shares sold | 553,070 | 10,000 | ||||||
Proceeds from reinvestment of distributions | — | 449 | ||||||
Payments for shares redeemed | (6,908 | ) | — | |||||
Increase in net assets from Advisor Class transactions | 546,162 | 10,449 | ||||||
Institutional Class: | ||||||||
Proceeds from shares sold | 5,162,325 | 12,036,118 | ||||||
Proceeds from reinvestment of distributions | — | 12,342,886 | ||||||
Payments for shares redeemed | (11,248,073 | ) | (21,082,709 | ) | ||||
Redemption Fees | — | 7 | ||||||
Proceeds from conversion of Investor Class | — | 73,231,101 | ||||||
Increase (Decrease) in net assets from Institutional Class transactions | (6,085,748 | ) | 76,527,403 | |||||
Investor Class: | ||||||||
Proceeds from shares sold | — | 3,604,989 | ||||||
Proceeds from reinvestment of distributions | — | — | ||||||
Payments for shares redeemed | — | (8,517,907 | ) | |||||
Redemption Fees | — | 4 | ||||||
Payments from conversion into Institutional Class | — | (73,231,101 | ) | |||||
Decrease in net assets from Investor Class transactions | — | (78,144,015 | ) | |||||
Net decrease in net assets from capital share transactions | (5,539,586 | ) | (1,606,163 | ) | ||||
DISTRIBUTIONS TO SHAREHOLDERS: | ||||||||
Net Distributions to Shareholders – Advisor Class | — | (449 | ) | |||||
Net Distributions to Shareholders – Institutional Class | — | (12,343,162 | ) | |||||
Total distributions to shareholders | — | (12,343,611 | ) | |||||
TOTAL DECREASE IN NET ASSETS | (4,620,884 | ) | (26,100,461 | ) | ||||
NET ASSETS: | ||||||||
Beginning of Period | 125,220,503 | 151,320,964 | ||||||
End of Period | $ | 120,599,619 | $ | 125,220,503 |
The accompanying notes to financial statements are an integral part of these financial statements.
www.cornercapfunds.com |
18
Financial Highlights
CornerCap Small-Cap Value Fund – Advisor Class
Period Since | ||||||||
Commencement | ||||||||
Six Months Ended | of Operations(1) | |||||||
September 30, 2023 | through | |||||||
For a Fund share outstanding throughout each period. | (Unaudited) | March 31, 2023 | ||||||
PER COMMON SHARE DATA | ||||||||
Net asset value, beginning of period | $ | 12.40 | $ | 14.21 | ||||
INVESTMENT OPERATIONS: | ||||||||
Net investment income(2) | 0.05 | 0.05 | ||||||
Net realized and unrealized loss on investments | 0.04 | (0.60 | ) | |||||
Total from investment operations | 0.09 | (0.55 | ) | |||||
LESS DISTRIBUTIONS FROM: | ||||||||
Net investment income | — | (0.07 | ) | |||||
Net realized gains | — | (1.19 | ) | |||||
Total distributions | — | (1.26 | ) | |||||
Net asset value, end of period | $ | 12.49 | $ | 12.40 | ||||
Total return(3) | 0.73 | % | -4.00 | % | ||||
SUPPLEMENTAL DATA AND RATIOS | ||||||||
Net assets, at end of period (000’s) | $ | 543 | $ | 9 | ||||
RATIO OF EXPENSES TO AVERAGE NET ASSETS(4): | ||||||||
Before expense waiver | 1.42 | % | 1.45 | % | ||||
After expense waiver | 1.25 | % | 1.25 | % | ||||
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS(4): | ||||||||
After expense waiver | 0.81 | % | 1.15 | % | ||||
Portfolio Turnover Rate(3) | 66 | % | 131 | % |
(1) | Commencement of operations of the Advisor Class was November 18, 2022. |
(2) | Per share amounts calculated using the average shares method. |
(3) | Not annualized. |
(4) | Annualized. |
The accompanying notes to financial statements are an integral part of these financial statements.
Semiannual Report | September 30, 2023 |
19
Financial Highlights
CornerCap Small-Cap Value Fund – Institutional Class
Six Months Ended | ||||||||||||||||||||||||
For a Fund share outstanding | September 30, 2023 | Year Ended March 31, | ||||||||||||||||||||||
throughout each period. | (Unaudited) | 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||||
PER COMMON SHARE DATA | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 12.47 | $ | 14.93 | $ | 18.16 | $ | 9.69 | $ | 13.15 | $ | 15.30 | ||||||||||||
INVESTMENT OPERATIONS: | ||||||||||||||||||||||||
Net investment income(1) | 0.07 | 0.12 | 0.17 | 0.18 | 0.14 | 0.13 | ||||||||||||||||||
Net realized and unrealized | ||||||||||||||||||||||||
gain (loss) on investments | 0.04 | (1.31 | ) | 1.63 | 8.43 | (3.48 | ) | (0.39 | ) | |||||||||||||||
Total from investment operations | 0.11 | (1.19 | ) | 1.80 | 8.61 | (3.34 | ) | (0.26 | ) | |||||||||||||||
LESS DISTRIBUTIONS FROM: | ||||||||||||||||||||||||
Net investment income | — | (0.08 | ) | (0.17 | ) | (0.14 | ) | (0.12 | ) | (0.08 | ) | |||||||||||||
Net realized gains | — | (1.19 | ) | (4.86 | ) | — | — | (1.81 | ) | |||||||||||||||
Total distributions | — | (1.27 | ) | (5.03 | ) | (0.14 | ) | (0.12 | ) | (1.89 | ) | |||||||||||||
Paid-in capital from redemption fees(1) | — | — | (2) | — | (2) | — | (2) | — | (2) | — | (2) | |||||||||||||
Net asset value, end of period | $ | 12.58 | $ | 12.47 | $ | 14.93 | $ | 18.16 | $ | 9.69 | $ | 13.15 | ||||||||||||
Total return | 0.88 | %(3) | -8.12 | % | 9.45 | % | 89.19 | % | -25.72 | % | -0.68 | % | ||||||||||||
SUPPLEMENTAL DATA AND RATIOS | ||||||||||||||||||||||||
Net assets, at end of period (000’s) | $ | 120,057 | $ | 125,211 | $ | 69,206 | $ | 63,407 | $ | 27,890 | $ | 34,161 | ||||||||||||
RATIO OF EXPENSES | ||||||||||||||||||||||||
TO AVERAGE NET ASSETS: | ||||||||||||||||||||||||
Before expense waiver | 1.11 | %(4) | 1.08 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||||
After expense waiver | �� | 0.95 | %(4) | 0.98 | %(5) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | |||||||||||
RATIO OF NET INVESTMENT INCOME | ||||||||||||||||||||||||
TO AVERAGE NET ASSETS: | ||||||||||||||||||||||||
After expense waiver | 1.13 | %(4) | 0.96 | % | 0.96 | % | 1.31 | % | 1.05 | % | 0.84 | % | ||||||||||||
Portfolio Turnover Rate | 66 | %(3) | 131 | % | 116 | % | 121 | % | 127 | % | 147 | % |
(1) | Per share amounts calculated using the average shares method. |
(2) | Less than $0.005 per share. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | Effective November 18, 2022, the Adviser entered into an Operating Expenses Limitation Agreement to ensure that total annual operating expenses do not exceed 0.95% of the average daily net assets of the Fund (See Note 4 in Notes to Financial Statements). |
The accompanying notes to financial statements are an integral part of these financial statements.
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20
Notes to Financial Statements (Unaudited)
September 30, 2023
1. ORGANIZATION
Managed Portfolio Series (the “Trust”) was organized as a Delaware statutory trust on January 27, 2011. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The CornerCap Small-Cap Value Fund (the “Fund”) is a diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is long-term capital appreciation with a secondary objective of generating income from dividends or interest on securities. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946 Financial Services – Investment Companies. The Fund commenced operations on September 30, 1992. On November 18, 2022, the CornerCap Small-Cap Value Fund, a series of The CornerCap Group of Funds (the “Acquired Fund”), reorganized into the Fund, a series of the Trust. The Fund currently offers two classes, the Advisor Class and the Institutional Class. The Adviser Class commenced operations on November 18, 2022. Advisor Class shares are subject to a 0.25% of average daily net assets distribution and servicing fee and a shareholder servicing fee of up to 0.05% of average daily net assets. Each class of shares has identical rights and privileges with respect to voting on matters affecting a single share class. The Fund may issue an unlimited number of shares of beneficial interest, with no par value.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.
Federal Income Taxes – The Fund complies with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distributes substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is required. As of and during the period ended September 30, 2023, the Fund did not have any tax positions that did not meet the “more-likely-than-not” threshold of being sustained by the applicable tax authority. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2023, the Fund did not incur any interest or penalties. The Fund is subject to examination by U.S. taxing authorities for the tax years ended March 31, 2020 through 2023.
Security Transactions, Income and Distributions – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and regulations. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities using the constant yield method of calculation.
The Fund will make distributions, if any, of net investment income annually. The Fund will also distribute net realized capital gains, if any, annually. Distributions to shareholders are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.
Semiannual Report | September 30, 2023 |
21
Notes to Financial Statements (Unaudited)
September 30, 2023
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Allocation of Income, Expenses and Gains/Losses – Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Fund are allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of the Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most Fund expenses are allocated by class based on relative net assets. 12b-1 fees are expensed at 0.25% of average daily net assets of Advisor Class shares. Shareholder service fees are expensed at up to 0.05% of average daily net assets Advisor Class shares. Expenses associated with a specific fund in the Trust are charged to that fund. Common Trust expenses are typically allocated evenly between the funds of the Trust, or by other equitable means.
Illiquid Securities – A security may be considered illiquid if it lacks a readily available market. Securities are generally considered liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the price at which the security is valued by the Funds. Illiquid securities may be valued under methods approved by the Board as reflecting fair value. The Fund will not hold more than 15% of the value of its net assets in illiquid securities. At September 30, 2023, the Fund had investments in illiquid securities with a total value of $0 or 0.0% of total assets.
Security | Date Acquired | Shares | Cost Basis |
Ligand Pharmaceuticals, Inc. Earn-Out Shares | 11/7/2022 | 491 | $0 |
Ligand Pharmaceuticals, Inc. Earn-Out Shares | 11/7/2022 | 491 | $0 |
Security Loans – When the Fund loans securities held in its portfolio, the Fund receives compensation in the form of fees, or retains a portion of the interest on the investment of any cash received as collateral. The Fund also continues to receive dividends on the securities loaned. The loans are secured by collateral at least equal to 105% of the value of the loaned securities that are foreign securities or 102% of the value of any other loaned securities marked-to market daily. Loans shall be marked to market daily and the margin restored in the event collateralization is below 100% of the value of securities loaned. Gain or loss in the value of securities loaned that may occur during the term of the loan will be for the account of the Fund. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. See Note 9.
3. SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
Level 1 – | Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
Level 2 – | Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
Level 3 – | Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis. The Fund’s investments are carried at fair value.
Equity Securities – Securities that are primarily traded on a national securities exchange are valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the
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22
Notes to Financial Statements (Unaudited)
September 30, 2023
mean between the bid and ask prices. Securities traded primarily in the Nasdaq Global Market System for which market quotations are readily available are valued using the Nasdaq Official Closing Price (“NOCP”). If the NOCP is not available, such securities are valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and ask prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
Short-Term Investments – Investments in other mutual funds, including money market funds are valued at their net asset value per share and are categorized in Level 1 of the fair value hierarchy. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
The Board of Trustees (the “Board”) has adopted a pricing and valuation policy for use by the Funds and their Valuation Designee (as defined below) in calculating the Funds’ NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Funds have designated CornerCap Investment Counsel, Inc. (the “Adviser”) as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s securities as of September 30, 2023:
Small-Cap Value Fund | Uncategorized | Level 1 | Level 2 | Level 3** | Total | |||||||||||||||
Common Stocks | $ | — | $ | 118,194,799 | $ | — | $ | — | $ | 118,194,799 | ||||||||||
Investment Purchased with | ||||||||||||||||||||
Proceeds from Securities Lending* | 14,517,029 | — | — | — | 14,517,029 | |||||||||||||||
Contingent Value Rights | — | — | — | — | — | |||||||||||||||
Money Market Fund | — | 2,275,322 | — | — | 2,275,322 | |||||||||||||||
Total Investments | $ | 14,517,029 | $ | 120,470,121 | $ | — | $ | — | $ | 134,987,150 |
* | Certain investments that are measured at fair value using the NAV per share (or its equivalent) as a practical expedient have not been characterized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Statements of Assets and Liabilities. See Note 9 for additional information regarding securities lending activity. |
** | Additional Level 3 disclosures deemed immaterial to the financial statements. |
Refer to the Schedule of Investments for further information on the classification of investments.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
Investments | ||||
in Securities | ||||
Balance as of 3/31/2023 | $ | — | ||
Accrued discounts/ premiums | — | |||
Realized gain (loss) | — | |||
Change in net unrealized appreciation (depreciation) | — | |||
Net purchases (sales) | — | |||
Transfers in and/or out of Level 3 | — | |||
Balance as of 9/30/2023 | $ | — | ||
Net change in unrealized appreciation/depreciation of Level 3 assets as of September 30, 2023 | $ | — |
Semiannual Report | September 30, 2023 |
23
Notes to Financial Statements (Unaudited)
September 30, 2023
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has an agreement with the Adviser to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser is entitled to receive, on a monthly basis, an annual advisory fee equal to 0.88% of the Fund’s average daily net assets.
The Fund’s Adviser has contractually agreed to waive a portion or all of its management fees and reimburse the Fund for its expenses to ensure that total annual operating expenses (excluding Rule 12b-1 fees, Shareholder Servicing Plan fees, leverage/borrowing interest, interest expense, dividend paid on short sales, brokerage and other transactional expenses, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, or extraordinary expenses) for the Fund do not exceed 0.95% of average daily net assets of the Fund. Fees waived and expenses reimbursed by the Adviser may be recouped by the Adviser for a period of thirty-six months following the month during which such waiver or reimbursement was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the waiver and reimbursement occurred. The Operating Expenses Limitation Agreement cannot be terminated through at least November 18, 2025. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser, with the consent of the Board. For the period ended September 30, 2023, the Adviser did not recoup any previously waived expenses. Waived fees and reimbursed expenses subject to potential recovery by year of expiration are as follows:
Expiration | Amount | |
November 2025 – March 2026 | $ 90,816 | |
April 2026 – September 2026 | 100,080 |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, (“Fund Services” or the “Administrator”), acts as the Fund’s Administrator, Transfer Agent, and Fund Accountant. U.S. Bank N.A. (the “Custodian”) serves as the custodian to the Fund. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian; coordinates the payment of the Fund’s expenses and reviews the Fund’s expense accruals. The officers of the Trust, including the Chief Compliance Officer are employees of the Administrator. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate based upon the average daily net assets of the Fund, subject to annual minimums. Fees paid by the Fund for administration and accounting, transfer agency, custody and compliance services for the period ended September 30, 2023, are disclosed in the Statement of Operations.
5. DISTRIBUTION & SHAREHOLDER SERVICING FEES
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) in the Advisor Class only. The Plan permits the Fund to pay for distribution and related expenses at an annual rate of 0.25% of the Advisor Class average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and compensation of personnel involved in selling shares of the Fund. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the period ended September 30, 2023, the Advisor Class incurred expenses of $418 pursuant to the Plan.
The Fund has entered into a shareholder servicing agreement (the “Agreement”) where the Adviser acts as the shareholder agent, under which the Fund may pay servicing fees at an annual rate of up to 0.05% of the average daily net assets of the Advisor Class. Payments, if any, to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for services provided to shareholders of the Fund. Payments may also be made directly to the intermediaries providing shareholder services. Services provided by such intermediaries also include the provision of support services to the Fund and includes establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the Fund may reasonably request. For the period ended September 30, 2023, the Advisor Class incurred $84 of shareholder servicing fees under the Agreement.
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24
Notes to Financial Statements (Unaudited)
September 30, 2023
6. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Small-Cap Value Fund | ||||||||
Six Months Ended | ||||||||
September 30, 2023 | Year Ended | |||||||
(Unaudited) | March 31, 2023 | |||||||
Advisor Class(1): | ||||||||
Shares sold | 43,216 | 721 | ||||||
Shares issued in reinvestment of distributions | — | 35 | ||||||
Shares redeemed | (539 | ) | — | |||||
Net increase | 42,677 | 756 | ||||||
Institutional Class: | ||||||||
Shares sold | 406,334 | 906,115 | ||||||
Shares issued in reinvestment of distributions | — | 963,987 | ||||||
Shares redeemed | (905,219 | ) | (1,594,964 | ) | ||||
Shares converted from Investor Class(2) | — | 5,130,700 | ||||||
Net increase (decrease) | (498,885 | ) | 5,405,838 | |||||
Investor Class: | ||||||||
Shares sold | — | 263,039 | ||||||
Shares issued in reinvestment of distributions | — | — | ||||||
Shares redeemed | — | (624,806 | ) | |||||
Shares converted into Institutional Class(2) | — | (5,154,535 | ) | |||||
Net decrease | — | (5,516,302 | ) | |||||
Net decrease in capital shares | (456,208 | ) | (109,708 | ) |
(1) | Advisor Class inception was November 18, 2022. |
(2) | Effective November 18, 2022, all outstanding shares of the Investor Class were merged into the Institutional Class. |
7. INVESTMENT TRANSACTIONS
The aggregate purchases and sales, excluding short-term investments, by the Fund for the period ended September 30, 2023, were as follows:
Purchases | Sales | ||
U.S. Government | $ — | $ — | |
Other | $80,570,905 | $86,230,916 |
8. FEDERAL TAX INFORMATION
The aggregate gross unrealized appreciation and depreciation of securities held by the Fund and the total cost of securities for federal income tax purposes at March 31, 2023, the Fund’s most recent fiscal year end, were as follows:
Aggregate Gross | Aggregate Gross | Federal Income | ||
Appreciation | Depreciation | Net Depreciation | Tax Cost | |
$10,362,158 | $(14,907,867) | $(4,545,709) | $142,647,105 |
Semiannual Report | September 30, 2023 |
25
Notes to Financial Statements (Unaudited)
September 30, 2023
At March 31, 2023, components of distributable earnings on a tax-basis were as follows:
Undistributed | ||||
Undistributed | Long-Term | Other | Unrealized | Total |
Ordinary Income | Capital Gains | Accumulated Losses | Depreciation | Accumulated Losses |
$421,539 | — | $(254,091) | $(4,545,709) | $(4,378,261) |
As of March 31, 2023, the Fund’s most recent fiscal year end, the Fund did not have any capital loss carryovers. A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital, and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31. For the taxable year ended March 31, 2023, the Fund does not plan to defer any qualified later year losses.
There were no distributions paid by the Fund for the period ended September 30, 2023.
The tax character of distributions paid during the year ended March 31, 2023, were as follows:
Long-Term | |||
Ordinary Income* | Capital Gains** | Total | |
$3,776,748 | $8,566,865 | $12,343,613 |
* | For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions. |
** | The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended March 31, 2023. |
9. SECURITIES LENDING
Following the terms of a securities lending agreement with the Fund’s Custodian, the Fund may lend securities from its portfolio to brokers, dealers and financial institutions in order to increase the return on its portfolio, primarily through the receipt of borrowing fees and earnings on invested collateral. Any such loan must be continuously secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to 105% of the value of the loaned securities that are foreign securities or 102% of the value of any other loaned securities marked-to-market daily. Loans shall be marked to market daily and the margin restored in the event the collateralization is below 100% of the value of the securities loaned. During the time securities are on loan, the borrower will pay the applicable Fund any accrued income on those securities, and the Fund may invest the cash collateral and earn income or receive an agreed-upon fee from a borrower that has delivered cash-equivalent collateral. In determining whether or not to lend a security to a particular broker, dealer or financial institution, the Adviser considers all relevant facts and circumstances, including the size, creditworthiness and reputation of the broker, relevant facts dealer or financial institution. Securities lending involves the risk of a default or insolvency of the borrower. In either of these cases, a Fund could experience delays in recovering securities or collateral or could lose all or part of the value of the loaned securities. A Fund also could lose money in the event of a decline in the value of the collateral provided for loaned securities. Additionally, the loaned portfolio securities may not be available to a Fund on a timely basis and that Fund may therefore lose the opportunity to sell the securities at a desirable price. Any decline in the value of a security that occurs while the security is out on loan would continue to be borne by the applicable Fund. As of September 30, 2023, the Fund had securities on loan with a value of $14,097,778 and collateral value of $14,517,029.
The Fund receives cash as collateral in return for securities lent as part of the securities lending program. The collateral is invested in the Mount Vernon Liquid Assets Portfolio, LLC of which the investment objective is to seek to maximize current income to the extent with the preservation of capital and liquidity and maintain a stable NAV of $1.00 per unit. The remaining contractual maturity of all securities lending transactions is overnight and continuous. The Fund is not subject to a master netting agreement with respect to securities lending; therefore, no additional disclosures are required. The net
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26
Notes to Financial Statements (Unaudited)
September 30, 2023
income earned by the Fund on investments of cash collateral received from borrowers for the securities loaned to them are reflected in the Fund’s Statements of Operations. Securities lending income, as disclosed in the Fund’s Statements of Operations, represents the income earned from the investment of cash collateral, net of fee rebates paid to the borrower and net of fees paid to the Custodian as lending agent.
10. CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of September 30, 2023, Charles Schwab & Co., Inc, for the benefit of its customers, owned 88.77% of the Fund.
11. OTHER REGULATORY MATTERS
In October 2022, the Securities and Exchange Commission (the “SEC”) adopted a final rule relating to Tailored Shareholder Reports for Mutual Funds and Exchange-Traded Funds; Fee Information in Investment Company Advertisements. The rule and form amendments will, among other things, require the Fund to transmit concise and visually engaging shareholder reports that highlight key information. The amendments will require that funds tag information in a structured data format and that certain more in-depth information be made available online and available for delivery free of charge to investors on request. The amendments became effective January 24, 2023. There is an 18-month transition period after the effective date of the amendment.
12. SUBSEQUENT EVENTS
Management has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
Semiannual Report | September 30, 2023 |
27
Discussion of Liquidity Risk Management Program (Unaudited)
September 30, 2023
Pursuant to Rule 22e-4 under the Investment Company Act of 1940, Managed Portfolio Series (the “Trust”), on behalf of the CornerCap Small-Cap Value Fund (the “Fund”), has adopted and implemented a written liquidity risk management program (the “Program”) that includes policies and procedures reasonably designed to comply with the requirements of Rule 22e-4, including: (i) assessment, management and periodic review of liquidity risk; (ii) classification of portfolio holdings; (iii) establishment of a highly liquid investment minimum (“HLIM”), as applicable; (iv) limitation on illiquid investments; and (v) redemptions in-kind. The Trust’s Board of Trustees (the “Board”) has approved the designation of CornerCap Investment Counsel, Inc. (“CC”) as the administrator of the Program (the “Program Administrator”). Personnel of CC conduct the day-to-day operation of the Program pursuant to policies and procedures administered by the Program Administrator.
In accordance with Rule 22e-4, the Board reviewed a report prepared by the Program Administrator (the “Report”) regarding the operation of the Program and its adequacy and effectiveness of implementation for the period November 18, 2022, the date the Fund commenced operations with the Trust, through December 31, 2022 (the “Reporting Period”). No significant liquidity events impacting the Fund during the Reporting Period or material changes to the Program were noted in the Report.
Under the Program, CC manages and periodically reviews the Fund’s liquidity risk, including consideration of applicable factors specified in Rule 22e-4 and the Program. Liquidity risk is defined as the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. In general, this risk was managed during the Reporting Period by monitoring the degree of liquidity of the Fund’s investments, limiting the amount of the Fund’s illiquid investments, and utilizing various risk management tools and facilities available to the Fund for meeting shareholder redemptions, among other means. In the Report, CC provided its assessment that, based on the information considered in its review, the Program is reasonably designed to manage the Fund’s liquidity risk and the Fund’ s investment strategy remains appropriate for an open-end fund.
Pursuant to the Program, the Program Administrator and its personnel oversaw the classification of each of the Fund’s portfolio investments as highly liquid, moderately liquid, less liquid or illiquid during the Reporting Period, including in connection with recording investment classifications on Form N-PORT. CC’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
The Fund qualified as a “primarily highly liquid fund” as defined in the Program during the Reporting Period. Accordingly, the Fund was not required to establish a HLIM or comply with the related Program provisions during the Reporting Period.
During the Reporting Period, the Fund’s investments were monitored for compliance with the 15% limitation on illiquid investments pursuant to the Program and in accordance with Rule 22e-4. The Fund did not effect redemptions in-kind during the Reporting Period.
The Report concluded: (i) the Program was implemented and operated effectively to achieve the goal of assessing and managing the Fund’s liquidity risk during the Reporting Period; and (ii) the Fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund during the Reporting Period.
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28
Additional Information (Unaudited)
September 30, 2023
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Fund files complete schedules of portfolio holdings with the U.S. Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is available on the SEC’s website at 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 Public Reference Room may be obtained by calling 1-800-732-0330. The Fund’s Part F of Form N-PORT may also be obtained by calling 1-888-813-8637.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-888-813-8637. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (1) without charge, upon request, by calling 1-888-621-9258, or (2) on the SEC’s website at www.sec.gov.
Semiannual Report | September 30, 2023 |
29
Privacy Notice
The Fund collects only relevant information about you that the law allows or requires it to have in order to conduct its business and properly service you. The Fund collects financial and personal information about you (“Personal Information”) directly (e.g., information on account applications and other forms, such as your name, address, and social security number, and information provided to access account information or conduct account transactions online, such as password, account number, e-mail address, and alternate telephone number), and indirectly (e.g., information about your transactions with us, such as transaction amounts, account balance and account holdings).
The Fund does not disclose any non-public personal information about its shareholders or former shareholders other than for everyday business purposes such as to process a transaction, service an account, respond to court orders and legal investigations or as otherwise permitted by law. Third parties that may receive this information include companies that provide transfer agency, technology and administrative services to the Fund, as well as the Fund’s investment adviser who is an affiliate of the Fund. If you maintain a retirement/educational custodial account directly with the Fund, we may also disclose your Personal Information to the custodian for that account for shareholder servicing purposes. The Fund limits access to your Personal Information provided to unaffiliated third parties to information necessary to carry out their assigned responsibilities to the Fund. All shareholder records will be disposed of in accordance with applicable law. The Fund maintains physical, electronic and procedural safeguards to protect your Personal Information and requires its third-party service providers with access to such information to treat your Personal Information with the same high degree of confidentiality.
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker dealer, bank, credit union or trust company, the privacy policy of your financial intermediary governs how your nonpublic personal information is shared with unaffiliated third parties.
www.cornercapfunds.com |
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[INTENTIONALLY LEFT BLANK]
INVESTMENT ADVISER
CornerCap Investment Counsel, Inc.
1355 Peachtree Street NE, Suite 1700
Atlanta, GA 30309
DISTRIBUTOR
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212
ADMINISTRATOR, FUND ACCOUNTANT
AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, WI 53202
LEGAL COUNSEL
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
This report must be accompanied or preceded by a prospectus.
The Fund’s Statement of Additional Information contains additional information about the
Fund’s trustees and is available without charge upon request by calling 1-888-813-8637.
www.cornercapfunds.com
888-813-8637
DISTRIBUTOR | |
Foreside Fund Services, LLC | |
Three Canal Plaza, Suite 100 | |
Portland, Maine 04101 | |
www.foreside.com |
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Fund’s risks, objectives, fees and expenses, experience of their management and other information. |
(b) | Not applicable. |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
(a) Schedule of Investments 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 to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 11. Controls and Procedures.
(a) | The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Exhibits.
(a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable for semi-annual reports. |
(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
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) Managed Portfolio Series
By (Signature and Title)* /s/Brian R. Wiedmeyer
Brian R. Wiedmeyer, President
Date December 6, 2023
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/Brian R. Wiedmeyer
Brian R. Wiedmeyer, President
Date December 6, 2023
By (Signature and Title)* /s/Benjamin J. Eirich
Benjamin J. Eirich, Treasurer
Date December 6, 2023
* Print the name and title of each signing officer under his or her signature.