Loading...
Docoh

ALPS Series Trust

Filed: 7 Dec 21, 1:02pm

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: 811-22747

 

ALPS SERIES TRUST

(Exact name of registrant as specified in charter)

 

1290 Broadway, Suite 1000, Denver, Colorado 80203

(Address of principal executive offices) (Zip code)

 

(303) 623-2577

(Registrant’s telephone number, including area code)

 

Patrick Rogers, Secretary

ALPS Series Trust

1290 Broadway, Suite 1000

Denver, CO 80203

(Name and address of agent for service)

 

Date of fiscal year end: September 30

 

Date of reporting period: October 1, 2020 – September 30, 2021

 

 

 

Item 1. Reports to Stockholders.

 

(a)

 

 

   

 

Table of Contents

 

 

Shareholder Letter2
Portfolio Update 
Beacon Accelerated Return Strategy Fund5
Beacon Planned Return Strategy Fund7
Disclosure of Fund Expenses9
Portfolios of Investments 
Beacon Accelerated Return Strategy Fund11
Beacon Planned Return Strategy Fund14
Statements of Assets and Liabilities17
Statements of Operations18
Statements of Changes in Net Assets 
Beacon Accelerated Return Strategy Fund19
Beacon Planned Return Strategy Fund20
Financial Highlights21
Notes to Financial Statements25
Report of Independent Registered Public Accounting Firm38
Disclosure Regarding Renewal and Approval of Fund Advisory Agreement39
Additional Information41
Liquidity Risk Management Program42
Privacy Policy43
Trustees and Officers46
   

 

Beacon Funds TrustShareholder Letter

 

September 30, 2021 (Unaudited)

 

The S&P 500 squeaked out another positive return for the quarter ended September 30, 2021 rising 0.6%, although it ended on a down note by falling 4.7% in September. Over the course of the 12 months ended September 30, 2021, the S&P 500 was up 30.0%. The September loss was the first since January 2021 and has investors a bit unnerved as the market faces a number of short-term risks as it enters the earnings reporting season. Perhaps the most prominent of these risks is the looming extension of the federal government debt ceiling in December. The U.S. government has never defaulted on its U.S. Treasury bond obligations in its roughly 245 years of existence, but it has gone to the wire on several occasions resulting in investor angst. Treasury Secretary Janet Yellen said a default would be “catastrophic” and send the U.S. economy into another recession. We view a U.S. Treasury default as a low probability, but extremely high impact event, so are watching the situation closely.

 

Speaking of defaults, perhaps the biggest catalyst for the market’s September drawdown was the slow motion train wreck occurring with Evergrande Group, one of the largest property developers in China and the world. Real estate, and its related ecosystem, is at the heart of the Chinese economy, so the controlled restructuring of Evergrande poses the risk of a collapse and contagion beyond the Chinese real estate sector. Also adding to the September fireworks was the Federal Reserve’s announcement that a tapering of its longstanding bond buying program of $120 billion a month is at hand. We believe the taper is likely to begin in November 2021, but all bets are off if some dramatic events unfold in the interim. The taper talk has sent the yield on the benchmark 10 Year U.S. Treasury Note from roughly 1.25% to 1.65% in short order.

 

Adding to the risk bonfire is the ongoing supply chain bottlenecks experienced by many firms. These bottlenecks range from companies being unable to get their hands on production inputs, to COVID related lockdowns, to products sitting offshore on massive container ships with no one available to unload them. First, the shortages were confined to computer chips, but now shortages are springing up in areas as far flung as Nike’s sneaker factories in Vietnam. Fortunately, in most of these cases demand is delayed rather than destroyed completely, although the short-term effect is rising prices and dissatisfied customers.

 

Planned Return Strategy Fund — Performance and Benchmark Comparison

The Planned Return Strategy Fund (“PRS”) performed lower than its benchmark, the CBOE S&P 500 Buy/Write Index, over the past year, but continues to significantly outperform its benchmark over the more relevant 3 year and since inception periods.

 

PRS Fund Components of Performance

The returns sought to be generated by PRS Fund are derived from three distinct return elements, i.e., returns from Directional/Enhanced market movements, returns from Income (or option premium) and returns from the Hedge that seeks to create constant “downside protection”. Each return driver plays a crucial and sometimes complementary role in the overall performance of the strategy, as further described in greater detail below.

 

Directional/Enhanced

The Directional/Enhanced return component reflects that the performance of the S&P 500 is usually the main return driver of PRS Fund returns. Market exposure in the PRS Fund is generated by owning a deep-in-the-money call option. The return enhancement is created through the ownership of a long at-the-money call option. The Directional/Enhanced component added to returns over the past 12 months due to the strong increase in the S&P 500.

 

 

2www.beacontrust.com
   

 

Beacon Funds TrustShareholder Letter

 

September 30, 2021 (Unaudited)

 

Income

The Income (or option premium) component represents cash flows received from selling out-of-the-money call and put options. This income generally serves two purposes by enhancing returns during periods of modest market movements and providing additional protection during declining markets. The income component detracted from performance over the past fiscal year since the out of the money call options declined in value, which offset the income gained from selling put options.

 

Hedge

The Hedge component is always present and provides the PRS Fund with its “downside protection” whenever it may be needed. This permanent “downside protection” is achieved by purchasing an at-the-money put option that rises in value as the market falls. The hedge detracted modestly from value over the year due to the rise in the S&P 500. In essence, it was insurance that was not needed in hindsight, but it reduced the portfolio risk and volatility.

 

Accelerated Return Strategy Fund — Performance and Benchmark Comparison

The Accelerated Return Strategy Fund (“ARS”) performed lower than its benchmark, the CBOE S&P 500 Buy/Write Index, over the past year, but continues to significantly outperform its benchmark over the more relevant 3 year and since inception periods.

 

ARS Fund Components of Performance

The returns sought to be generated by ARS Fund are derived from two distinct return elements, i.e. returns from Directional/Enhanced market movements and returns from Income (or option premium). Each return driver plays a crucial, and sometimes complementary role in the overall performance of the strategy.

 

Directional/Enhanced

The Directional/Enhanced return component reflects that the performance of the S&P 500 is the main return driver of ARS Fund. Market exposure in the ARS Fund is generated by owning a deep in the money call option. The return enhancement is created through the ownership of a long at-the-money call option. The directional component added to value over the past year due to the strong rise in the S&P 500.

 

Income

The Income (or option premium) component represents cash flows received from selling out-of-the-money call options. This Income component serves two purposes by enhancing returns during periods of modest market movements and providing additional protection during declining markets. The income component detracted from value over the past fiscal year since the premium received from selling the call options was smaller than the amount paid from the exercise of the options due to the strong rise in the S&P 500.

 

Market Outlook, Risks, and Conclusion

Assuming the federal debt ceiling is increased in December, as it always has in the past, we expect interest rates to gradually trend upward and the supply chain problems to slowly disappear, allowing for synchronized global growth to resume in earnest. In order for the economy to start to resemble what it looked like nearly two years ago, further progress on beating the COVID-19 pandemic must occur. There is good news to report on this front ranging from continued increase in global vaccinations, to a pill from Merck that limits the damage from the virus in most instances, to the impending launch of vaccinations for those at the age of 5 and above.

 

 

Annual Report  |  September 30, 20213
   

 

Beacon Funds TrustShareholder Letter

 

September 30, 2021 (Unaudited)

 

To touch upon some additional risks not covered earlier in our note, we start with inflation, with recent readings of the Consumer Price Index (CPI) coming in at 5%+. The Fed’s longstanding trope of “transitory” inflation is experiencing increasing doubt. “Sticky” inflation may result in spiraling wage inflation creating a double whammy with the surge in most commodity prices this year. It raises the specter of the s word – stagflation – that is usually anathema to financial assets. At Beacon, we are not yet in the stagflation camp, but have it on our collective radar screens.

 

It seems like we have been saying this for months, but Congress continues to work on an infrastructure package. Our current thinking is that the traditional infrastructure package (e.g., bridges, roads, tunnels, sewers, broadband, etc.) will go through largely as planned, but that the “human services” infrastructure program may have to be slimmed down in order to receive congressional approval. An approved infrastructure package is likely to boost short-term GDP but also raises the possibility of higher taxes in order to pay for it. Geopolitical risk is ever present, with China-U.S. relations leading the list due to the enormous size of their respective economies. Beijing leaders have been cracking down on prominent Chinese firms, such as Alibaba and Tencent, in part to advance their “common prosperity” philosophy. It is not out of the question that Beijing will next target global firms doing business in China, negatively impacting profitability. China’s show of force with naval and air power over the South China Sea and Taiwan adds another dimension to geopolitical risk. Traditional hotspots in Russia, Iran, Afghanistan, and North Korea always have the potential to move from the back pages of the news to the front pages in a heartbeat.

 

The recent pullback in U.S. equities in September is normal, if not to be expected. We still favor equity-based strategies such as PRS and ARS with defined outcomes over fixed income for the long-term. Prior to the market decline at the end of the third quarter, the biggest drop for the S&P 500 in 2021 was a paltry 5%. This figure compares to an average intra-year decline of roughly 14% over the past 40 years and median decline of 11%. Yet, 75% of the time over this time frame, investors in the S&P 500 have finished the year in positive territory The lesson? During times of market distress, it usually makes sense to act like Rip Van Winkle. Relax, don’t focus on the stress of the short-term market turmoil, and wake up refreshed to discover potentially attractive long-term performance.

 

Beacon Funds Portfolio Management Team

 

 

4www.beacontrust.com
   

 

Beacon Accelerated Return Strategy FundPortfolio Update

 

September 30, 2021 (Unaudited)

 

Performance of a Hypothetical $1,000,000 Initial Investment

(at Inception* through September 30, 2021)

 

 

The graph shown above represents historical performance of a hypothetical investment of $1,000,000 in the Institutional Class. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Performance (as of September 30, 2021)

 

 6 Month1 Year3 YearSince Inception*
Beacon Accelerated Return Strategy Fund – Institutional Class4.29%17.42%10.83%11.56%
CBOE S&P 500 BuyWrite Index6.50%21.10%4.15%5.51%

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month end is available by calling (844) 894-9222 or by visiting www.beacontrust.com.

 

*Inception date of October 2, 2017 for Institutional Class.

 

The Cboe S&P 500 BuyWrite Index (BXM) is a benchmark index designed to track the performance of a hypothetical buy-write strategy on the S&P 500 Index. The BXM is a passive total return index based on (1) buying an S&P 500 stock index portfolio, and (2) "writing" (or selling) the near-term S&P 500 Index (SPXSM) "covered" call option, generally on the third Friday of each month. The SPX call written will have about one month remaining to expiration, with an exercise price just above the prevailing index level (i.e., slightly out of the money). The SPX call is held until expiration and cash settled, at which time a new one-month, near-the-money call is written.

 

Returns of less than 1 year are cumulative.

 

 

Annual Report  |  September 30, 20215
   

 

Beacon Accelerated Return Strategy FundPortfolio Update

 

September 30, 2021 (Unaudited)

 

Indices are not actively managed and do not reflect a deduction for fees, expenses or taxes. An investor cannot invest directly in an index.

 

The returns shown above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares.

 

The total annual operating expenses and total annual operating expenses after fee waivers and/or reimbursement for the Fund’s Institutional Class shares (as reported in the January 28, 2021 Prospectus), are 1.24% and 1.24%, respectively. The Fund’s investment adviser has contractually agreed to limit expenses through January 31, 2022.

 

Top Ten Holdings

 

Option ContractExpiration DateStrike Price% of Net Assets*
S&P 500® Mini Index6/14/22$0.0111.62%
S&P 500® Mini Index11/12/21$0.018.99%
S&P 500® Mini Index12/14/21$0.018.44%
S&P 500® Mini Index1/14/22$0.018.44%
S&P 500® Mini Index2/14/22$0.018.43%
S&P 500® Mini Index3/14/22$0.018.24%
S&P 500® Mini Index8/12/22$0.018.03%
S&P 500® Mini Index7/14/22$0.017.86%
S&P 500® Mini Index10/14/21$0.017.74%
S&P 500® Mini Index5/13/22$0.017.16%
Top Ten Holdings  84.95%

 

Asset Allocation  % of Net Assets*
Purchased Option Contracts  104.62%
Written Option Contracts  -7.17%
Cash, Cash Equivalents, & Other Assets in Excess of Liabilities  2.55%
Total  100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

 

6www.beacontrust.com
   

 

Beacon Planned Return Strategy FundPortfolio Update

 

September 30, 2021 (Unaudited)

 

Performance of a Hypothetical $1,000,000 Initial Investment

(at Inception* through September 30, 2021)

 

 

The graph shown above represents historical performance of a hypothetical investment of $1,000,000 in the Institutional Class. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Performance (as of September 30, 2021)

 

 6 Month1 Year3 YearSince Inception*
Beacon Planned Return Strategy Fund – Institutional Class2.58%11.53%8.14%8.03%
CBOE S&P 500 BuyWrite Index6.50%21.10%4.15%5.51%

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month end is available by calling (844) 894-9222 or by visiting www.beacontrust.com.

 

*Inception date of October 2, 2017 for Institutional Class.

 

The Cboe S&P 500 BuyWrite Index (BXM) is a benchmark index designed to track the performance of a hypothetical buy-write strategy on the S&P 500 Index. The BXM is a passive total return index based on (1) buying an S&P 500 stock index portfolio, and (2) "writing" (or selling) the near-term S&P 500 Index (SPXSM) "covered" call option, generally on the third Friday of each month. The SPX call written will have about one month remaining to expiration, with an exercise price just above the prevailing index level (i.e., slightly out of the money). The SPX call is held until expiration and cash settled, at which time a new one-month, near-the-money call is written.

 

Returns of less than 1 year are cumulative.

 

 

Annual Report  |  September 30, 20217
   

 

Beacon Planned Return Strategy FundPortfolio Update

 

September 30, 2021 (Unaudited)

 

Indices are not actively managed and do not reflect a deduction for fees, expenses or taxes. An investor cannot invest directly in an index.

 

The returns shown above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares.

 

The total annual operating expenses and total annual operating expenses after fee waivers and/or reimbursement for the Fund’s Institutional Class shares (as reported in the January 28, 2021 Prospectus), 1.20% and 1.20%, respectively. The Fund’s investment adviser has contractually agreed to limit expenses through January 31, 2022.

 

Top Ten Holdings

 

Option ContractExpiration DateStrike Price% of Net Assets*
S&P 500® Mini Index10/14/21$45.309.56%
S&P 500® Mini Index1/14/22$49.258.71%
S&P 500® Mini Index2/14/22$51.358.50%
S&P 500® Mini Index3/14/22$51.258.38%
S&P 500® Mini Index11/12/21$47.308.24%
S&P 500® Mini Index7/14/22$56.808.18%
S&P 500® Mini Index9/14/22$58.408.13%
S&P 500® Mini Index6/14/22$55.397.96%
S&P 500® Mini Index8/12/22$58.007.84%
S&P 500® Mini Index5/13/22$54.257.84%
Top Ten Holdings  83.34%

 

Asset Allocation  % of Net Assets*
Purchased Option Contracts  117.00%
Written Option Contracts  -19.57%
Cash, Cash Equivalents, & Other Assets in Excess of Liabilities  2.57%
Total  100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

 

8www.beacontrust.com
   

 

Beacon Funds TrustDisclosure of Fund Expenses

 

September 30, 2021 (Unaudited)

 

Example. As a shareholder of the Beacon Accelerated Return Strategy Fund or Beacon Planned Return Strategy Fund (the “Funds”), you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees, shareholder service fees, and other Fund expenses. The following examples are 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. The examples are based on an investment of $1,000 invested on April 1, 2021 and held through September 30, 2021.

 

Actual Expenses. The first line under each class in the following 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 “Expenses Paid During Period April 1, 2021 – September 30, 2021” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second line under each class in the following 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 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 a Fund and other mutual 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 Fund costs only and do not reflect any transactional costs. Therefore, the second line under each class in the table below 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.

 

 

Annual Report  |  September 30, 20219
   

 

Beacon Funds TrustDisclosure of Fund Expenses

 

September 30, 2021 (Unaudited)

 

 Beginning Account Value April 1, 2021Ending Account Value September 30, 2021Expense Ratio(a)Expenses Paid During Period April 1, 2021 - September 30, 2021(b)
Beacon Accelerated Return    
Strategy Fund    
Institutional Class    
Actual$1,000.00$1,042.901.22%$ 6.25
Hypothetical (5% return before expenses)$1,000.00$1,018.951.22%$ 6.17
     
Beacon Planned Return    
Strategy Fund    
Institutional Class    
Actual$1,000.00$1,025.801.19%$ 6.04
Hypothetical (5% return before expenses)$1,000.00$1,019.101.19%$ 6.02

 

(a)Each Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-year expenses after any applicable waivers and reimbursements.
(b)Expenses are equal to the annualized expense ratio shown above for the applicable class, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), divided by 365.

 

 

10www.beacontrust.com
   

 

Beacon Accelerated Return Strategy FundPortfolio of Investments

 

September 30, 2021

 

Counterparty Expiration Date Strike Price  Contracts  Notional Value  Value (Note 2) 
PURCHASED OPTION CONTRACTS - (104.62%)                  
Call Option Contracts (104.62%)                  
S&P 500® Mini Index:                  
Goldman Sachs 10/14/2021 $0.01   215  $9,261,211  $9,262,578 
Goldman Sachs 10/14/2021  361.68   215   9,261,211   1,491,314 
Goldman Sachs 11/12/2021  0.01   250   10,768,850   10,761,343 
Goldman Sachs 11/12/2021  377.80   250   10,768,850   1,371,659 
Goldman Sachs 12/14/2021  0.01   235   10,122,719   10,102,928 
Goldman Sachs 12/14/2021  393.35   235   10,122,719   1,012,188 
Goldman Sachs 01/14/2022  0.01   235   10,122,719   10,102,651 
Goldman Sachs 01/14/2022  393.09   185   7,968,949   844,909 
Goldman Sachs 01/14/2022  393.35   50   2,153,770   227,280 
Goldman Sachs 02/14/2022  0.01   235   10,122,719   10,093,948 
Goldman Sachs 02/14/2022  393.09   125   5,384,425   595,547 
Goldman Sachs 02/14/2022  416.40   110   4,738,294   327,589 
Goldman Sachs 03/14/2022  0.01   230   9,907,342   9,868,752 
Goldman Sachs 03/14/2022  414.64   70   3,015,278   232,272 
Goldman Sachs 03/14/2022  416.40   160   6,892,064   510,591 
Goldman Sachs 04/14/2022  0.01   190   8,184,326   8,148,278 
Goldman Sachs 04/14/2022  414.64   190   8,184,326   673,508 
Goldman Sachs 05/13/2022  0.01   200   8,615,080   8,568,897 
Goldman Sachs 05/13/2022  424.82   200   8,615,080   608,782 
Goldman Sachs 06/14/2022  0.01   325   13,999,505   13,910,024 
Goldman Sachs 06/14/2022  424.82   100   4,307,540   321,983 
Goldman Sachs 06/14/2022  436.60   225   9,691,965   556,569 
Goldman Sachs 07/14/2022  0.01   220   9,476,588   9,411,015 
Goldman Sachs 07/14/2022  436.60   50   2,153,770   132,687 
Goldman Sachs 07/14/2022  445.40   170   7,322,818   365,093 
Goldman Sachs 08/12/2022  0.01   225   9,691,965   9,616,414 
Goldman Sachs 08/12/2022  445.40   100   4,307,540   229,876 
Goldman Sachs 08/12/2022  447.90   125   5,384,425   270,110 
Goldman Sachs 09/14/2022  0.01   125   5,384,425   5,336,422 
Goldman Sachs 09/14/2022  447.90   125   5,384,425   290,113 
             231,314,898   125,245,320 
TOTAL PURCHASED OPTION CONTRACTS            
(Cost $116,583,602)           $231,314,898  $125,245,320 

 

See Notes to Financial Statements.

 

Annual Report  |  September 30, 202111
   

 

Beacon Accelerated Return Strategy FundPortfolio of Investments

 

September 30, 2021

 

  7 Day Yield  Shares  Value (Note 2) 
SHORT TERM INVESTMENTS (2.67%)            
Money Market Funds            
Goldman Sachs Financial Square Funds - Treasury Instruments Fund(a)  0.000%  1,844,318  $1,844,318 
Invesco Short-Term Investments Trust            
Government & Agency Portfolio -  Institutional Class  0.030%  1,355,054   1,355,054 
           3,199,372 
TOTAL SHORT TERM INVESTMENTS            
(Cost $3,199,372)          3,199,372 
             
TOTAL INVESTMENTS (107.29%)            
(Cost $119,782,974)         $128,444,692 
             
LIABILITIES IN EXCESS OF OTHER ASSETS (-7.29%)          (8,730,859)
             
NET ASSETS (100.00%)         $119,713,833 

 

(a)All or a portion is held as collateral at broker for written options.

 

 

 

See Notes to Financial Statements.

 

12www.beacontrust.com
   

 

Beacon Accelerated Return Strategy FundPortfolio of Investments

 

September 30, 2021

 

WRITTEN OPTION CONTRACTS (7.17%) 

Counterparty Expiration Date Strike Price  Contracts  Premiums Received  Notional Value  Value (Note 2) 
Call Option Contracts - (7.17%)                
S&P 500® Mini Index                      
Goldman Sachs 10/14/21 $394.23   (430) $435,125  $(18,522,422) $(1,609,020)
Goldman Sachs 11/12/21  408.97   (500)  539,960   (21,537,700)  (1,377,262)
Goldman Sachs 12/14/21  427.89   (470)  575,712   (20,245,438)  (773,898)
Goldman Sachs 01/14/22  427.05   (370)  420,105   (15,937,898)  (737,519)
Goldman Sachs 01/14/22  430.05   (100)  129,392   (4,307,540)  (179,482)
Goldman Sachs 02/14/22  429.25   (250)  299,605   (10,768,850)  (523,581)
Goldman Sachs 02/14/22  448.20   (220)  225,042   (9,476,588)  (222,304)
Goldman Sachs 03/14/22  445.86   (140)  147,409   (6,030,556)  (187,901)
Goldman Sachs 03/14/22  450.20   (320)  340,135   (13,784,128)  (361,515)
Goldman Sachs 04/14/22  447.89   (380)  417,210   (16,368,652)  (555,060)
Goldman Sachs 05/13/22  456.00   (400)  404,778   (17,230,160)  (508,293)
Goldman Sachs 06/14/22  458.21   (200)  211,189   (8,615,080)  (267,116)
Goldman Sachs 06/14/22  469.43   (450)  489,125   (19,383,930)  (400,488)
Goldman Sachs 07/14/22  471.62   (100)  115,995   (4,307,540)  (95,382)
Goldman Sachs 07/14/22  478.18   (340)  376,022   (14,645,636)  (255,395)
Goldman Sachs 08/12/22  0.01   (250)  313,237   (10,768,850)  (177,091)
Goldman Sachs 08/12/22  480.36   (200)  228,989   (8,615,080)  (162,591)
Goldman Sachs 08/12/22  481.85   (250)  300,987   (10,768,850)  (193,012)
                       
TOTAL WRITTEN OPTION CONTRACTS     $5,970,017  $(231,314,898) $(8,586,910)

 

See Notes to Financial Statements.

 

Annual Report | September 30, 202113
   

 

Beacon Planned Return Strategy FundPortfolio of Investments

 

September 30, 2021

 

Counterparty Expiration Date Strike Price  Contracts  Notional Value  Value (Note 2) 
PURCHASED OPTION CONTRACTS - (117.00%)            
Call Option Contracts (111.96%)                  
S&P 500® Mini Index:                  
Goldman Sachs 10/14/2021 $45.30   900  $38,767,860  $34,697,562 
Goldman Sachs 10/14/2021  347.50   900   38,767,860   7,515,617 
Goldman Sachs 11/12/2021  47.30   780   33,598,812   29,887,011 
Goldman Sachs 11/12/2021  362.35   780   33,598,812   5,423,152 
Goldman Sachs 12/14/2021  47.85   315   13,568,751   12,035,434 
Goldman Sachs 12/14/2021  48.70   450   19,383,930   17,155,231 
Goldman Sachs 12/14/2021  368.55   315   13,568,751   2,047,879 
Goldman Sachs 12/14/2021  373.25   450   19,383,930   2,732,961 
Goldman Sachs 01/14/2022  49.25   830   35,752,582   31,595,435 
Goldman Sachs 01/14/2022  377.65   830   35,752,582   4,879,524 
Goldman Sachs 02/14/2022  51.35   815   35,106,451   30,823,320 
Goldman Sachs 02/14/2022  393.20   815   35,106,451   3,875,715 
Goldman Sachs 03/14/2022  51.25   805   34,675,697   30,416,833 
Goldman Sachs 03/14/2022  393.00   805   34,675,697   3,986,465 
Goldman Sachs 04/14/2022  54.25   680   29,291,272   25,475,034 
Goldman Sachs 04/14/2022  56.80   135   5,815,179   5,023,129 
Goldman Sachs 04/14/2022  416.85   680   29,291,272   2,300,860 
Goldman Sachs 04/14/2022  435.25   135   5,815,179   293,262 
Goldman Sachs 05/13/2022  54.25   760   32,737,304   28,445,009 
Goldman Sachs 05/13/2022  415.50   760   32,737,304   2,789,499 
Goldman Sachs 06/14/2022  55.39   775   33,383,435   28,879,879 
Goldman Sachs 06/14/2022  424.10   775   33,383,435   2,531,913 
Goldman Sachs 07/14/2022  56.80   800   34,460,320   29,680,829 
Goldman Sachs 07/14/2022  435.25   800   34,460,320   2,188,615 
Goldman Sachs 08/12/2022  58.00   770   33,168,058   28,446,779 
Goldman Sachs 08/12/2022  446.85   770   33,168,058   1,707,848 
Goldman Sachs 09/14/2022  58.40   800   34,460,320   29,485,019 
Goldman Sachs 09/14/2022  448.10   800   34,460,320   1,848,183 
             828,339,942   406,167,997 

 

See Notes to Financial Statements.

 

14www.beacontrust.com
   

 

Beacon Planned Return Strategy FundPortfolio of Investments

 

September 30, 2021

 

Counterparty Expiration Date Strike Price  Contracts  Notional Value  Value (Note 2) 
PURCHASED OPTION CONTRACTS - (117.00%) (continued)            
Put Option Contracts (5.04%)            
S&P 500® Mini Index:                  
Goldman Sachs 10/14/2021 $347.50   900  $38,767,860  $15,512 
Goldman Sachs 11/12/2021  362.35   780   33,598,812 �� 108,443 
Goldman Sachs 12/14/2021  368.55   315   13,568,751   113,351 
Goldman Sachs 12/14/2021  373.25   450   19,383,930   180,824 
Goldman Sachs 01/14/2022  377.65   830   35,752,582   536,943 
Goldman Sachs 02/14/2022  393.20   815   35,106,451   907,451 
Goldman Sachs 03/14/2022  393.00   805   34,675,697   1,073,688 
Goldman Sachs 04/14/2022  416.85   680   29,291,272   1,475,286 
Goldman Sachs 04/14/2022  435.25   135   5,815,179   377,687 
Goldman Sachs 05/13/2022  415.50   760   32,737,304   1,789,887 
Goldman Sachs 06/14/2022  424.10   775   33,383,435   2,215,296 
Goldman Sachs 07/14/2022  435.25   800   34,460,320   2,769,450 
Goldman Sachs 08/12/2022  446.85   770   33,168,058   3,185,835 
Goldman Sachs 09/14/2022  448.10   800   34,460,320   3,518,576 
             414,169,971   18,268,229 
TOTAL PURCHASED OPTION CONTRACTS                  
(Cost $391,444,612)           $1,242,509,913  $424,436,226 

 

  7 Day Yield  Shares  Value (Note 2) 
SHORT TERM INVESTMENTS (2.70%)            
Money Market Funds            
Goldman Sachs Financial Square Funds - Treasury Instruments Fund(a)  0.000%  3,836,483  $3,836,483 
Invesco Short-Term Investments Trust            
Government & Agency Portfolio -  Institutional Class  0.030%  5,975,927   5,975,928 
           9,812,411 
TOTAL SHORT TERM INVESTMENTS            
(Cost $9,812,411)          9,812,411 
             
TOTAL INVESTMENTS (119.70%)            
(Cost $401,257,023)         $434,248,637 
             
LIABILITIES IN EXCESS OF OTHER ASSETS (-19.70%)          (71,476,023)
             
NET ASSETS (100.00%)         $362,772,614 

 

(a)All or a portion is held as collateral at broker for written options.

 

See Notes to Financial Statements.

 

Annual Report | September 30, 202115
   

 

Beacon Planned Return Strategy FundPortfolio of Investments

 

September 30, 2021

 

WRITTEN OPTION CONTRACTS (19.57%)

Counterparty Expiration Date Strike Price  Contracts  Premiums Received  Notional Value  Value (Note 2) 
Put Option Contracts - (2.94%)                      
S&P 500® Mini Index                      
Goldman Sachs 10/14/21 $312.75   (900) $1,883,627 $(38,767,860) $(5,799)
Goldman Sachs 11/12/21  326.12   (780)  1,513,137   (33,598,812)  (49,463)
Goldman Sachs 12/14/21  331.70   (315)  654,230   (13,568,751)  (50,197)
Goldman Sachs 12/14/21  335.93   (450)  899,064   (19,383,930)  (78,443)
Goldman Sachs 01/14/22  339.89   (830)  1,799,403   (35,752,582)  (254,935)
Goldman Sachs 02/14/22  353.88   (815)  1,895,624   (35,106,451)  (458,303)
Goldman Sachs 03/14/22  353.70   (805)  1,777,375   (34,675,697)  (579,061)
Goldman Sachs 04/14/22  375.17   (680)  1,296,706   (29,291,272)  (818,553)
Goldman Sachs 04/14/22  391.73   (135)  215,453   (5,815,179)  (205,204)
Goldman Sachs 05/13/22  373.95   (760)  1,513,859   (32,737,304)  (1,028,750)
Goldman Sachs 06/14/22  381.69   (775)  1,474,008   (33,383,435)  (1,315,153)
Goldman Sachs 07/14/22  391.73   (800)  1,601,556   (34,460,320)  (1,670,517)
Goldman Sachs 08/12/22  402.17   (770)  1,568,449   (33,168,058)  (1,951,127)
Goldman Sachs 09/14/22  403.29   (800)  1,797,558   (34,460,320)  (2,204,310)
             19,890,049   (414,169,971)  (10,669,815)
                       
Call Option Contracts - (16.63%)                
S&P 500® Mini Index                      
Goldman Sachs 10/14/21  368.20   (1,800)  3,268,681   (77,535,720)  (11,318,520)
Goldman Sachs 11/12/21  381.55   (1,560)  2,595,729   (67,197,624)  (8,021,868)
Goldman Sachs 12/14/21  388.34   (630)  1,079,769   (27,137,502)  (2,984,151)
Goldman Sachs 12/14/21  392.30   (900)  1,507,427   (38,767,860)  (3,956,932)
Goldman Sachs 01/14/22  398.50   (1,660)  3,034,366   (71,505,164)  (6,847,483)
Goldman Sachs 02/14/22  415.89   (1,630)  3,276,188   (70,212,902)  (4,914,955)
Goldman Sachs 03/14/22  415.10   (1,610)  3,042,788   (69,351,394)  (5,289,667)
Goldman Sachs 04/14/22  436.11   (1,360)  2,366,298   (58,582,544)  (2,883,247)
Goldman Sachs 04/14/22  450.05   (270)  440,085   (11,630,358)  (364,939)
Goldman Sachs 05/13/22  434.90   (1,520)  2,843,812   (65,474,608)  (3,627,325)
Goldman Sachs 06/14/22  442.04   (1,550)  2,653,515   (66,766,870)  (3,347,141)
Goldman Sachs 07/14/22  454.75   (1,600)  3,084,712   (68,920,640)  (2,648,701)
Goldman Sachs 08/12/22  466.15   (1,540)  2,842,758   (66,336,116)  (1,996,486)
Goldman Sachs 09/14/22  469.03   (1,600)  3,172,717   (68,920,640)  (2,134,067)
             35,208,845   (828,339,942)  (60,335,482)
                       
TOTAL WRITTEN OPTION CONTRACTS  $55,098,894  $(1,242,509,913) $(71,005,297)

 

See Notes to Financial Statements.

 

16www.beacontrust.com
   

 

Beacon Funds TrustStatements of Assets and Liabilities

 

September 30, 2021

 

  BEACON ACCELERATED RETURN STRATEGY FUND  BEACON PLANNED RETURN STRATEGY FUND 
       
ASSETS:        
Investments, at value (Cost $119,782,974 and $401,257,023) $128,444,692  $434,248,637 
Receivable for investments sold  35   125 
Receivable for shares sold  8,506   40,886 
Dividends and interest receivable  1   5 
Other assets  5,818   6,407 
Total Assets  128,459,052   434,296,060 
         
LIABILITIES:        
Written options, at value (premiums received $5,970,017 and $55,098,894)  8,586,910   71,005,297 
Payable for administration and transfer agent fees  21,624   51,916 
Payable for shares redeemed     100,000 
Payable to adviser  100,221   300,547 
Payable for distribution and service fees  2,984   12,518 
Payable for printing fees  1,321   3,718 
Payable for professional fees  24,479   32,111 
Payable for trustees' fees and expenses  2,558   7,580 
Payable to Chief Compliance Officer fees  679   2,013 
Accrued expenses and other liabilities  4,443   7,746 
Total Liabilities  8,745,219   71,523,446 
NET ASSETS $119,713,833  $362,772,614 
         
NET ASSETS CONSIST OF:        
Paid-in capital (Note 6) $100,779,450  $326,257,435 
Total distributable earnings  18,934,383   36,515,179 
NET ASSETS $119,713,833  $362,772,614 
         
PRICING OF SHARES        
Institutional Class :        
Net Asset Value, offering and redemption price per share $11.66  $11.13 
Net Assets $119,713,833  $362,772,614 
Shares of beneficial interest outstanding  10,269,360   32,603,940 

 

See Notes to Financial Statements.

 

Annual Report | September 30, 202117
   

 

Beacon Funds TrustStatements of Operations

 

For the Year Ended September 30, 2021

 

  BEACON ACCELERATED RETURN STRATEGY FUND  BEACON PLANNED RETURN STRATEGY FUND 
INVESTMENT INCOME:        
Dividends $199  $2,043 
Total Investment Income  199   2,043 
         
EXPENSES:        
Investment advisory fees (Note 7)  1,185,438   3,445,351 
Administration fees  101,659   275,463 
Shareholder service fees        
Institutional Class  37,435   137,435 
Custody fees  6,182   5,915 
Legal fees  10,453   29,970 
Audit and tax fees  19,250   19,250 
Transfer agent fees  29,152   65,394 
Trustees' fees and expenses  10,897   31,492 
Registration and filing fees  21,859   25,227 
Printing fees  3,612   10,143 
Chief Compliance Officer fees  8,183   23,774 
Insurance fees  4,272   11,833 
Other expenses  5,642   10,753 
Total Expenses  1,444,034   4,092,000 
NET INVESTMENT LOSS  (1,443,835)  (4,089,957)
         
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND WRITTEN OPTIONS:        
Net realized gain/(loss) on:        
Investments  60,570,955   147,281,843 
Written options  (37,981,708)  (108,238,114)
Net realized gain  22,589,247   39,043,729 
Change in unrealized appreciation/(depreciation) on:        
Investments  (7,733,233)  (535,144)
Written options  5,522,204   2,096,550 
Net change  (2,211,029)  1,561,406 
         
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND WRITTEN OPTIONS  20,378,218   40,605,135 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $18,934,383  $36,515,178 

 

See Notes to Financial Statements.

 

18www.beacontrust.com
   

 

Beacon Accelerated Return Strategy FundStatements of Changes in Net Assets

 

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
OPERATIONS:        
Net investment loss $(1,443,835) $(1,370,186)
Net realized gain on investments and written options  22,589,247   11,547,459 
Net change in unrealized appreciation/(depreciation) on investments and written options  (2,211,029)  1,267,721 
Net increase in net assets resulting from operations  18,934,383   11,444,994 
         
DISTRIBUTIONS TO SHAREHOLDERS        
Institutional Class  (9,098,504)  (5,021,704)
Total distributions  (9,098,504)  (5,021,704)
         
BENEFICIAL SHARE TRANSACTIONS (Note 6):        
Institutional Class        
Shares sold  5,742,480   2,294,251 
Dividends reinvested  8,904,999   4,912,463 
Shares redeemed  (20,810,707)  (16,630,726)
Net decrease from beneficial share transactions  (6,163,228)  (9,424,012)
Net increase/(decrease) in net assets  3,672,651   (3,000,722)
         
NET ASSETS:        
Beginning of year  116,041,182   119,041,904 
End of year $119,713,833  $116,041,182 

 

See Notes to Financial Statements.

 

Annual Report | September 30, 202119
   

 

Beacon Planned Return Strategy FundStatements of Changes in Net Assets

 

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
OPERATIONS:        
Net investment loss $(4,089,957) $(3,547,058)
Net realized gain on investments and written options  39,043,729   22,651,065 
Net change in unrealized appreciation on investments and written options  1,561,406   1,302,816 
Net increase in net assets resulting from operations  36,515,178   20,406,823 
         
DISTRIBUTIONS TO SHAREHOLDERS        
Institutional Class  (16,088,934)  (19,513,463)
Total distributions  (16,088,934)  (19,513,463)
         
BENEFICIAL SHARE TRANSACTIONS (Note 6):        
Institutional Class        
Shares sold  38,458,035   27,902,211 
Dividends reinvested  14,203,122   16,951,434 
Shares redeemed  (25,703,820)  (36,881,950)
Net increase from beneficial share transactions  26,957,337   7,971,695 
Net increase in net assets  47,383,581   8,865,055 
         
NET ASSETS:        
Beginning of year  315,389,033   306,523,978 
End of year $362,772,614  $315,389,033 

 

See Notes to Financial Statements.

 

20www.beacontrust.com
   

 

Beacon Accelerated 
Return Strategy Fund – Institutional ClassFinancial Highlights

 

For a Share Outstanding Throughout the Period Presented

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30,  2019  For the Period Ended September 30, 2018 (a) 
NET ASSET VALUE, BEGINNING OF PERIOD $10.74  $10.15  $11.30  $10.00 
                 
INCOME/(LOSS) FROM OPERATIONS:                
Net investment loss(b)  (0.14)  (0.12)  (0.11)  (0.13)
Net realized and unrealized gain on investments  1.93   1.15   0.37   1.49 
Total from investment operations  1.79   1.03   0.26   1.36 
                 
LESS DISTRIBUTIONS:                
From net realized gains on investments  (0.87)  (0.44)  (1.41)  (0.06)
Total Distributions  (0.87)  (0.44)  (1.41)  (0.06)
NET INCREASE/(DECREASE) IN NET ASSET VALUE  0.92   0.59   (1.15)  1.30 
NET ASSET VALUE, END OF PERIOD $11.66  $10.74  $10.15  $11.30 
                 
TOTAL RETURN(c)  17.42%  10.32%  5.09%  13.70%
                 
SUPPLEMENTAL DATA:                
Net assets, end of period (in 000s) $119,714  $116,041  $119,042  $154,518 
                 
RATIOS TO AVERAGE NET ASSETS                
Operating expenses (d)  1.22%  1.22%  1.20%  1.29%(e) 
Net investment loss  (1.22)%  (1.21)%  (1.16)%  (1.25)%(e) 
                 
PORTFOLIO TURNOVER RATE(f)  0%  0%  0%  0%

  

(a)Commenced operations on October 2, 2017.
(b)Calculated using the average shares method.
(c)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d)According to the Fund's shareholder services plan with respect to the Fund's Institutional Class shares, any amount of fees accrued according to the plan but not paid during the Fund's fiscal year for such service activities shall be reimbursed to the Fund as soon as practical. Fees were reimbursed to the Fund during the period ended September 30, 2021, the period ended September 30, 2020, the period ended September 30, 2019, and the period ended September 30, 2018, respectively, in the amount of 0.00% (annualized), 0.00% (annualized), 0.14% (annualized), and 0.06% (annualized) of average net assets of Institutional Class shares.

 

See Notes to Financial Statements.

 

Annual Report | September 30, 202121
   

 

Beacon Accelerated 
Return Strategy Fund – Institutional ClassFinancial Highlights

 

For a Share Outstanding Throughout the Period Presented

 

(e)Annualized.
(f)All securities whose maturity or expiration date at time of acquisition were one year or less are excluded from the portfolio turnover calculation.

 

See Notes to Financial Statements.

 

22www.beacontrust.com
   

 

Beacon Planned 
Return Strategy Fund – Institutional ClassFinancial Highlights

 

For a Share Outstanding Throughout the Period Presented

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Period Ended September 30, 2018 (a) 
NET ASSET VALUE, BEGINNING OF PERIOD $10.49  $10.44  $10.73  $10.00 
                 
INCOME/(LOSS) FROM OPERATIONS:                
Net investment loss(b)  (0.13)  (0.12)  (0.11)  (0.13)
Net realized and unrealized gain on investments  1.31   0.85   0.62   0.89 
Total from investment operations  1.18   0.73   0.51   0.76 
                 
LESS DISTRIBUTIONS:                
From net realized gains on investments  (0.54)  (0.68)  (0.80)  (0.03)
Total Distributions  (0.54)  (0.68)  (0.80)  (0.03)
NET INCREASE/(DECREASE) IN NET ASSET VALUE  0.64   0.05   (0.29)  0.73 
NET ASSET VALUE, END OF PERIOD $11.13  $10.49  $10.44  $10.73 
                 
TOTAL RETURN(c)  11.53%  7.21%  5.77%  7.64%
                 
SUPPLEMENTAL DATA:                
Net assets, end of period (in 000s) $362,773  $315,389  $306,524  $351,595 
                 
RATIOS TO AVERAGE NET ASSETS                
Operating expenses (d)  1.19%  1.20%  1.17%  1.25%(e) 
Net investment loss  (1.19)%  (1.19)%  (1.13)%  (1.23)%(e) 
                 
PORTFOLIO TURNOVER RATE(f)  0%  0%  0%  0%

 

(a)Commenced operations on October 2, 2017.
(b)Calculated using the average shares method.
(c)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d)According to the Fund's shareholder services plan with respect to the Fund's Institutional Class shares, any amount of fees accrued according to the plan but not paid during the Fund's fiscal year for such service activities shall be reimbursed to the Fund as soon as practical. Fees were reimbursed to the Fund during the period ended September 30, 2021, the period ended September 30, 2020, the period ended September 30, 2019, and the period ended September 30, 2018, respectively, in the amount of 0.00% (annualized), 0.00% (annualized), 0.14% (annualized), and 0.06% (annualized) of average net assets of Institutional Class shares.

 

See Notes to Financial Statements.

 

Annual Report | September 30, 202123
   

 

Beacon Planned 
Return Strategy Fund – Institutional ClassFinancial Highlights

 

For a Share Outstanding Throughout the Period Presented

 

(e)Annualized.
(f)All securities whose maturity or expiration date at time of acquisition were one year or less are excluded from the portfolio turnover calculation.

 

See Notes to Financial Statements.

 

24www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

1. ORGANIZATION

 

 

ALPS Series Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust consists of multiple separate portfolios or series. This annual report describes the Beacon Accelerated Return Strategy Fund and the Beacon Planned Return Strategy Fund (each, a “Fund” and collectively, the “Funds”). The Funds are non-diversified and the primary investment objectives are to deliver capital appreciation and generate positive alpha for the Beacon Accelerated Return Strategy Fund, and capital preservation and capital appreciation for the Beacon Planned Return Strategy Fund. The Funds currently offer Institutional Class shares. The Board of Trustees (the “Board”) may establish additional funds and classes of shares at any time in the future without shareholder approval.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for investment companies (“U.S. GAAP”). The Funds are considered investment companies under U.S. GAAP and follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.

 

Investment Valuation: The Funds generally value their securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.

 

FLEX Options are customized option contracts available through the Chicago Board Options Exchange ("CBOE"). Flexible Exchange Options are valued based on prices supplied by an independent third-party pricing service, which utilizes pricing models that incorporate various inputs such as interest rates, credit spreads, currency exchange rates and volatility measurements for in-the-money, at-the-money, and out-of-money contracts on a given strike price.

 

Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value (“NAV”). Money market funds, representing short-term investments, are valued at their NAV.

 

When such prices or quotations are not available, or when the Fair Value Committee appointed by the Board believes that they are unreliable, securities may be priced using fair value procedures approved by the Board.

 

 

Annual Report | September 30, 202125
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Fair Value Measurements: The Funds disclose the classification of their fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

 

Various inputs are used in determining the value of the Funds’ investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 –Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;
  
Level 2 –Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly); and
  
Level 3 –Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

 

The following is a summary of the inputs used to value the Funds’ investments as of September 30, 2021:

 

BEACON ACCELERATED RETURN STRATEGY FUND

 

Investments in Securities at Value Level 1 - Unadjusted Quoted Prices  Level 2 - Other Significant Observable Inputs  Level 3 - Significant Unobservable Inputs  Total 
Purchased Option Contracts $  $125,245,320  $  $125,245,320 
Short Term Investments  3,199,372         3,199,372 
Total $3,199,372  $125,245,320  $  $128,444,692 

 

  Valuation Inputs    
Other Financial Instruments Level 1  Level 2  Level 3  Total 
Liabilities                
Written Option Contracts $  $(8,586,910) $  $(8,586,910)
Total $  $(8,586,910) $  $(8,586,910)

 

 

26www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

 

BEACON PLANNED RETURN STRATEGY FUND 

Investments in Securities at Value Level 1 - Unadjusted Quoted Prices  Level 2 - Other Significant Observable Inputs  Level 3 - Significant Unobservable Inputs  Total 
Purchased Option Contracts $  $424,436,226  $  $424,436,226 
Short Term Investments  9,812,411         9,812,411 
Total $9,812,411  $424,436,226  $  $434,248,637 

 

  Valuation Inputs    
Other Financial Instruments Level 1  Level 2  Level 3  Total 
Liabilities                
Written Option Contracts $  $(71,005,297) $  $(71,005,297)
Total $  $(71,005,297) $  $(71,005,297)

 

There were no Level 3 securities held during the year ended September 30, 2021.

 

Cash & Cash Equivalents: The Funds consider their investment in a Federal Deposit Insurance Corporation ("FDIC") insured interest bearing account to be cash and cash equivalents. Cash and cash equivalents are valued at cost plus any accrued interest. The Funds maintain cash balances, which, at times may exceed federally insured limits. The Funds maintain these balances with a high quality financial institution.

 

Concentration of Credit Risk: The Funds place their cash with a banking institution, which is insured by FDIC. The FDIC limit is $250,000. At various times throughout the year, the amount on deposit may exceed the FDIC limit and subject the Funds to a credit risk. The Funds do not believe that such deposits are subject to any unusual risk associated with investment activities.

 

Trust Expenses: Some expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed to a fund are apportioned among all funds in the Trust based on average net assets of each fund, including Trustees' fees and expenses.

 

Fund Expenses: Some expenses can be directly attributed to a fund and are apportioned among the classes based on average net assets of each class.

 

Federal Income Taxes: The Funds comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intend to distribute substantially all of their net taxable income and net capital gains, if any, each year so that they will not be subject to excise tax on undistributed income and gains. The Funds are not subject to income taxes to the extent such distributions are made.

 

As of and during the year ended September 30, 2021, the Funds did not have a liability for any unrecognized tax benefits in the accompanying financial statements. The Funds recognize interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations. The Funds file U.S. federal, state and local income tax returns as required. The Funds’ tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. The Funds’ administrator has analyzed the Funds’ tax positions and has concluded that as of September 30, 2021, no provision for income tax is required in the Funds’ financial statements related to these tax positions.

 

 

Annual Report | September 30, 202127
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date basis for financial reporting purposes). Realized gains and losses from investment transactions are reported on an identified cost basis. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned. Dividend income is recognized on the ex-dividend date.

 

Distributions to Shareholders: The Funds normally pay dividends, if any, and distribute capital gains, if any, on an annual basis. Income dividend distributions are derived from interest, dividends and other income the Funds receive from their investments, including short-term capital gains. Long-term capital gain distributions are derived from gains realized when a Fund sells a security it has owned for more than one year. A Fund may make additional distributions and dividends at other times if its portfolio manager or managers believe doing so may be necessary for the Fund to avoid or reduce taxes. Net investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes.

 

COVID-19 Risk: An outbreak of respiratory disease caused by a novel coronavirus was first detected in December 2019 and has now spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, partial population vaccination, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, government sponsored fiscal stimulus programs, various moratoria on the applicability of certain laws and regulations, as well as general concern and uncertainty. The impact of this coronavirus, (and the variants of such virus) and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies, their securities (including equity and debt), and the market in general in ways that cannot necessarily be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social, financial, and economic risks in certain countries. The impact of the outbreak may last for an extended period of time.

 

3.  DERIVATIVE INSTRUMENTS

 

 

Each Fund's principal investment strategy permits it to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency contracts, currency swaps and purchased and written options. In doing so, the Funds may employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent in derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Funds to pursue their objectives more quickly and efficiently than if they were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

 

Risk of Investing in Derivatives: The Funds’ use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Funds are using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Funds, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

 

 

28www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Funds to increase their market value exposure relative to their net assets and can substantially increase the volatility of the Funds’ performance.

 

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Funds. Typically, the associated risks are not the risks that the Funds are attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives.

 

Examples of these associated risks are liquidity risk, which is the risk that the Funds will not be able to sell or close out the derivative in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Funds. In addition, use of derivatives may increase or decrease exposure to the following risk factors:

 

Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market. Associated risks can be different for each type of derivative.

 

Option Contracts: Each Fund may enter into options transactions for hedging purposes and for nonhedging purposes such as seeking to enhance return. Each Fund may write covered put and call options on any stocks or stock indices, currencies traded on domestic and foreign securities exchanges, or futures contracts on stock indices, interest rates and currencies traded on domestic and, to the extent permitted by the U.S. Commodity Futures Trading Commission, foreign exchanges. A call option on an asset written by a Fund obligates the Fund to sell the specified asset to the holder (purchaser) at a stated price (the exercise price) if the option is exercised before a specified date (the expiration date). A put option on an asset written by a Fund obligates the Fund to buy the specified asset from the purchaser at the exercise price if the option is exercised before the expiration date. Premiums received when writing options are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options, which are either exercised or closed, are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses.

 

The Funds use FLEX Options, which are customized equity or index option contracts that trade on an exchange, but that provide investors with the ability to customize key contract terms like exercise prices, styles and expiration dates. Like standardized exchange-traded options, FLEX Options are guaranteed for settlement by The Options Clearing Corporation (“OCC”), a market clearinghouse. The OCC guarantees performance by each of the counterparties to the FLEX Options, becoming the “buyer for every seller and the seller for every buyer,” protecting clearing members and options traders from counterparty risk. FLEX Options provide investors with the ability to customize key terms, while achieving price discovery in competitive, transparent auctions markets and avoiding the counterparty exposure of Over-the-Counter (“OTC”) options positions. The Funds bear the risk that the OCC will be unable or unwilling to perform its obligations under the FLEX Options contracts.

 

 

Annual Report | September 30, 202129
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Additionally, FLEX Options may be less liquid than certain other securities such as standardized options. In a less liquid market for the FLEX Options, the Funds may have difficulty closing out certain FLEX Options positions at desired times and prices.

 

Purchased Options: When the Funds purchase an option, an amount equal to the premium paid by the Funds are recorded as an investment and is subsequently adjusted to the current value of the option purchased. If an option expires on the stipulated expiration date or if the Funds enter into a closing sale transaction, a gain or loss is realized. If a call option is exercised, the cost of the security acquired is increased by the premium paid for the call. If a put option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. Purchased options are non-income producing securities.

 

Written Options: When the Funds write an option, an amount equal to the premium received by the Funds are recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by the Funds on the expiration date as realized gain from written options. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Funds have realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Funds. The Funds, as writers of an option, bear the market risk of an unfavorable change in the price of the security underlying the written option.

 

The average option contract notional amount during the year ended September 30, 2021, is noted below for each of the Funds.

 

Derivative TypeUnit of MeasurementMonthly Average
Beacon Accelerated Return Strategy Fund  
Purchased Option ContractsNotional value of contracts outstanding$234,547,027
Written Option ContractsNotional value of contracts outstanding$234,547,027

 

Derivative TypeUnit of MeasurementMonthly Average
Beacon Planned Return Strategy Fund  
Purchased Option ContractsNotional value of contracts outstanding$1,240,449,192
Written Option ContractsNotional value of contracts outstanding$1,240,449,192

 

 

30www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Derivative Instruments: The following tables disclose the amounts related to the Funds’ use of derivative instruments.

 

The effect of derivative instruments on the Statements of Assets and Liabilities as of September 30, 2021:

 

Risk Exposure Statements of Assets and Liabilities Location Fair Value of Asset Derivatives  Statements of Assets and Liabilities Location Fair Value of Liability Derivatives 
Beacon Accelerated Return Strategy Fund            
Equity Contracts            
(Purchased Options/Written Options) Investments, at value $125,245,320  Written Options, at value $8,586,910 
    $125,245,320    $8,586,910 
             
Beacon Planned Return Strategy Fund            
Equity Contracts            
(Purchased Options/Written Options) Investments, at value $424,436,226  Written Options, at value $71,005,297 
    $424,436,226    $71,005,297 

 

 

Annual Report | September 30, 202131
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

The effect of derivative instruments on the Statements of Operations for the year ended September 30, 2021:

 

Risk Exposure Statements of Operations Location Realized Gain (Loss) on Derivatives Recognized in Income  Change in Unrealized Gain (Loss) on Derivatives Recognized in Income 
Beacon Accelerated Return Strategy Fund       
Equity Contracts (Purchased Options) Net realized gain/(loss) on investments/Net change in unrealized appreciation/ (depreciation) on investments $60,581,497  $(7,733,233)
Equity Contracts (Written Options) Net realized gain/(loss) on written option contracts/Net change in unrealized appreciation/ (depreciation) on written option contracts  (37,981,708)  5,522,204 
Total   $22,599,789  $(2,211,029)
Beacon Planned Return Strategy Fund       
Equity Contracts (Purchased Options) Net realized gain/(loss) on investments/Net change in unrealized appreciation/ (depreciation) on investments $147,306,141  $(535,144)
Equity Contracts (Written Options) Net realized gain/(loss) on written option contracts/Net change in unrealized appreciation/ (depreciation) on written option contracts  (108,238,114)  2,096,550 
Total   $39,068,027  $1,561,406 

 

4. TAX BASIS INFORMATION

 

 

Tax Basis of Distributions to Shareholders: The character of distributions made during the period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by the Funds. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year-end.

 

 

32www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

The tax character of distributions paid during the fiscal year ended September 30, 2021, were as follows:

 

  Ordinary Income  Long-Term Capital Gains 
Beacon Accelerated Return Strategy Fund $2,817,768  $6,280,736 
Beacon Planned Return Strategy Fund  4,302,404   11,786,530 

 

The tax character of distributions paid during the fiscal year ended September 30, 2020, were as follows:

 

  Ordinary Income  Long-Term Capital Gains 
Beacon Accelerated Return Strategy Fund $1,155,236  $3,866,468 
Beacon Planned Return Strategy Fund  5,690,489   13,822,974 

 

Reclassifications: As of September 30, 2021, permanent differences in book and tax accounting were reclassified. The following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character:

 

  Paid-in Capital  Distributable Earnings 
Beacon Accelerated Return Strategy Fund $49  $(49)
Beacon Planned Return Strategy Fund  199   (199)

 

Unrealized Appreciation and Depreciation on Investments and Derivative Instruments: As of September 30, 2021, the aggregate costs of investments, gross unrealized appreciation/ (depreciation) and net unrealized appreciation of instruments and derivative instruments for federal tax purposes were as follows:

 

  Beacon Accelerated Return Strategy Fund  Beacon Planned Return Strategy Fund 
Gross unrealized appreciation (excess of value over tax cost)(a) $  $ 
Gross unrealized depreciation (excess of tax cost over value)(a)      
Net unrealized appreciation $  $ 
Cost of investments for income tax purposes $128,444,692  $434,248,637 

 

(a)Includes appreciation/(depreciation) on written options.

 

The primary reason for the temporary differences is due to mark to market adjustments.

 

 

Annual Report | September 30, 202133
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Components of Distributable Earnings: At September 30, 2021, components of distributable earnings were as follows:

 

  Beacon Accelerated Return Strategy Fund  Beacon Planned Return Strategy Fund 
Undistributed ordinary income $6,701,128  $12,137,519 
Accumulated capital gains  12,233,255   24,377,660 
Total $18,934,383  $36,515,179 

 

5. SECURITIES TRANSACTIONS

 

 

Purchases and sales of securities, excluding short-term securities, during the year ended September 30, 2021 were as follows:

 

  Purchases of Securities  Proceeds from Sales of Securities 
Beacon Accelerated Return Strategy Fund $  $ 
Beacon Planned Return Strategy Fund      

 

6. BENEFICIAL SHARE TRANSACTIONS

 

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Funds have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Shares have no pre-emptive rights. Neither the Funds nor any of their creditors have the right to require shareholders to pay any additional amounts solely because the shareholder owns the shares.

 

Shares redeemed within 60 days of purchase may incur a 2.00% short-term redemption fee deducted from the redemption amount. For the year ended September 30, 2021, the redemption fees charged by the Funds, if any, are presented in the Statements of Changes in Net Assets.

 

 

34www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

 

Transactions in common shares were as follows:

 

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
       
Beacon Accelerated Return Strategy Fund        
Institutional Class        
Shares sold  515,974   225,873 
Shares issued in reinvestment of distributions to shareholders  833,801   478,331 
Shares redeemed  (1,885,282)  (1,624,133)
Net decrease in shares outstanding  (535,507)  (919,929)
         
Beacon Planned Return Strategy Fund        
Institutional Class        
Shares sold  3,587,643   2,760,515 
Shares issued in reinvestment of distributions to shareholders  1,355,260   1,680,023 
Shares redeemed  (2,409,719)  (3,738,778)
Net increase in shares outstanding  2,533,184   701,760 

 

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. Approximately 98% of the outstanding shares of the Beacon Accelerated Return Strategy Fund are held by one omnibus account. Approximately 87% of the outstanding shares of the Beacon Planned Return Strategy Fund are owned by one omnibus account. Share transaction activities of these shareholders could have a material impact on the Funds.

 

7. MANAGEMENT AND RELATED PARTY TRANSACTIONS

 

 

Investment Advisory: Beacon Investment Advisory Services, Inc. (the “Adviser”), subject to the authority of the Board, is responsible for the management of the Funds’ portfolios. The Adviser manages the investments of the Funds in accordance with the Funds’ investment objectives, policies and limitations and investment guidelines established jointly by the Adviser and the Board.

 

Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, each Fund pays the Adviser an annual management fee that is based on the Fund’s average daily net assets. The management fee is paid on a monthly basis. The contractual management fee rate is 1.00% based on average daily net assets for the Beacon Accelerated Return Strategy Fund and Beacon Planned Return Strategy Fund. The current term of the Advisory Agreement is one year. The Board may extend the Advisory Agreement for additional one-year terms. The Board and shareholders of a Fund may terminate the Advisory Agreement upon 30 days’ written notice. The Adviser may terminate the Advisory Agreement upon 60 days’ notice.

 

Pursuant to a fee waiver letter agreement (the “Fee Waiver Agreement”), the Adviser has contractually agreed to limit the amount of each Fund’s Total Annual Fund Operating Expenses, exclusive of 12b-1 fees, Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses to an annual rate of 1.40% of the Beacon Accelerated Return Strategy Fund’s average daily net assets for the Institutional Class shares and 1.40% of the Beacon Planned Return Strategy Fund’s average daily net assets for the Institutional Class shares. The Fee Waiver Agreement is in effect through January 31, 2022, and will thereafter continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by the Board and the Adviser does not provide at least 30 days written notice of non-continuance prior to the end of the then effective term. The Adviser may not terminate the Fee Waiver Agreement without the approval of the Board. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the Fee Waiver Agreement only to the extent that the Fund’s expenses in later periods do not exceed the lesser of: (1) the contractual expense limit in effect at the time the Adviser waives or limits the expenses; or (2) the contractual expense limit in effect at the time the Adviser seeks to recover the expenses; provided, however, that the Funds will not be obligated to reimburse any such expenses borne by the Adviser more than three years after the date on which the fee or expense was waived or limited or assumed and paid by the Adviser, as calculated on a monthly basis. There were no fees waived or reimbursed for the year ended September 30, 2021.

 

 

Annual Report | September 30, 202135
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

Administrator: SS&C ALPS Fund Services, Inc. (“ALPS”) (an affiliate of ALPS Distributors, Inc.) serves as administrator to each Fund. The Funds have agreed to pay expenses incurred in connection with its administrative activities. Pursuant to the Administration, Bookkeeping and Pricing Services Agreement with the Trust, ALPS will provide operational services to the Funds including, but not limited to, fund accounting and fund administration and generally assist in each Fund’s operations. Each Fund’s administration fee is accrued on a daily basis and paid monthly. The officers of the Trust are employees of ALPS. Administration fees paid by the Funds for the year ended September 30, 2021, are disclosed in the Statements of Operations. ALPS is reimbursed by the Funds for certain out-of-pocket expenses.

 

Transfer Agent: ALPS serves as transfer agent for each Fund under a Transfer Agency and Services Agreement with the Trust. Under this agreement, ALPS is paid an annual fee for services performed on behalf of the Funds plus fees for open accounts and is reimbursed for certain out-of-pocket expenses.

 

Compliance Services: ALPS provides Chief Compliance Officer services to each Fund to monitor and test the policies and procedures of each Fund in conjunction with requirements under Rule 38a-1 of the 1940 Act pursuant to a Chief Compliance Officer Services Agreement with the Trust. Under this agreement, ALPS is paid an annual fee for services performed on behalf of the Funds and is reimbursed for certain out-of-pocket expenses.

 

Distribution: ALPS Distributors, Inc. (the “Distributor”) (an affiliate of ALPS) acts as the principal underwriter of each Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares of each Fund are offered on a continuous basis through the Distributor, as agent of the Funds. The Distributor is not obligated to sell any particular amount of shares and is not entitled to any compensation for its services as the Funds’ principal underwriter pursuant to the Distribution Agreement.

 

Each Fund has adopted a shareholder services plan (“Shareholder Services Plan”) for its Institutional Class. Under the Shareholder Services Plan each Fund is authorized to pay banks and their affiliates and other institutions, including broker-dealers and Fund affiliates (“Participating Organizations”), an aggregate fee in an amount not to exceed on an annual basis 0.15% of the average daily net assets of each Fund’s Institutional Class shares, respectively, to Participating Organizations as compensation for providing shareholder service activities, which do not include distribution services, pursuant to an agreement with a Participating Organization. Shareholder Services Plan fees paid by the Funds are disclosed in the Statements of Operations.

 

 

36www.beacontrust.com
   

 

Beacon Funds TrustNotes to Financial Statements

 

September 30, 2021

 

8. TRUSTEES

 

 

As of September 30, 2021, there were four Trustees, three of whom are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”). The Independent Trustees of the Trust and Interested Trustees who are not currently employed by the Adviser, ALPS or other service providers receive a quarterly retainer of $13,500, plus $4,000 for each regular Board or Committee meeting attended and $2,000 for each special telephonic or in-person Board or Committee meeting attended. Additionally, the Audit Committee Chair receives a quarterly retainer of $1,250 and the Independent Chair receives a quarterly retainer of $3,250. The Independent Trustees and Interested Trustees who are not currently employed by the Adviser, ALPS or other service providers are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings. Officers of the Trust receive no salary or fees from the Trust. As discussed in Note 7, the Funds pay ALPS an annual fee for compliance services.

 

9. INDEMNIFICATIONS

 

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

10. SUBSEQUENT EVENTS

 

 

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

 

 

Annual Report | September 30, 202137
   

 

 Report of Independent Registered
Beacon Funds TrustPublic Accounting Firm

 

 

To the Shareholders of Beacon Accelerated Return Strategy Fund and Beacon Planned Return Strategy Fund and Board of Trustees ALPS Series Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Beacon Accelerated Return Strategy Fund and Beacon Planned Return Strategy Fund (the “Funds”), each a series of ALPS Series Trust, as of September 30, 2021, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the four periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2021, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2018.

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

November 29, 2021

 

 

38www.beacontrust.com
   

 

 Disclosure Regarding Renewal and
Beacon Funds TrustApproval of Fund Advisory Agreement

 

September 30, 2021 (Unaudited)

 

On September 21, 2021, the Board of Trustees (the “Board”) of ALPS Series Trust (the “Trust”) met in person to discuss, among other things, the renewal and approval of the Investment Advisory Agreement between the Trust and Beacon Investment Advisory Services, Inc. (“Beacon”) in accordance with Section 15(c) of the 1940 Act. The Independent Trustees were advised by independent legal counsel and discussed the Investment Advisory Agreement and other related materials.

 

In evaluating Beacon and the fees charged under the Beacon Agreement, the Trustees concluded that no single factor reviewed by the Trustees was identified by the Trustees to be determinative as the principal factor in whether to renew the Beacon Agreement. Further, the Independent Trustees were advised by independent legal counsel throughout the process. The following summary does not identify all the matters considered by the Board, but provides a summary of the principal matters the Board considered with respect to the Beacon Planned Return Strategy Fund (“BPRS Fund”) and Beacon Accelerated Return Strategy Fund (“BARS”) (together the “Beacon Funds”):

 

Nature Extent and Quality of the Services: The Trustees received and considered information regarding the nature, extent and quality of services provided to the Beacon Funds under the Beacon Agreement. The Trustees reviewed certain background materials supplied by Beacon in its presentation, including its Form ADV and ownership structure as a subsidiary of a larger organization.

 

The Trustees reviewed and considered Beacon’s investment advisory personnel, its history as an asset manager and its performance. They commented favorably on Beacon’s disciplined, systematic approach to allocations while applying some level of downside protection. The Trustees also reviewed the research and decision-making processes utilized by the Beacon, including the methods adopted to seek to achieve compliance with the investment objectives, policies and restrictions of the Beacon Funds. They considered the Trust’s experience with Beacon over the last year, including the firm’s strong responsiveness to the officers of the Trust and excellent compliance record.

 

The Trustees considered the background and experience of Beacon’s team, including reviewing the qualifications, background and responsibilities of the portfolio manager primarily responsible for the day-to-day portfolio management of the Beacon Funds and the extent of the resources devoted to research and analysis of actual and potential investments, and execution of the strategy. The Trustees also reviewed, among other things, Beacon’s Code of Ethics. The Trustees also considered Beacon’s reputation generally and its risk management controls and decision-making processes. The Board agreed that the nature, extent and quality of services rendered by Beacon under the Beacon Agreement were satisfactory.

 

Investment Advisory Fee Rate: The Trustees reviewed and considered the contractual annual advisory fee paid by the Beacon Funds to Beacon of 1.00% of each Fund’s daily average net assets, considering the nature, extent and quality of the advisory services provided by Beacon to the Beacon Funds. The Board considered the information they received comparing each Beacon Fund’s contractual annual advisory fees and overall expenses with those of funds in the expense group and universe of funds provided by FUSE, an independent provider of investment company data.

 

The Trustees noted that the BARS Fund’s contractual advisory fee of 1.00% was slightly above the peer group median, but within the range of the peer group. The Board also noted that the BARS Fund’s net expense ratio was at the peer group median level. With respect to the BPRS Fund, its contractual advisory fee of 1.00% was slightly above the peer group median, but within the range of the peer group. The Board also noted that the BPRS Fund’s net expense ratio was also above the peer group median, but within the range of the peer group. The Board acknowledged Beacon’s representations regarding the differences in strategies of the peer funds compared to the Beacon Funds, noting that the Funds’ strategy may require more resources to execute than certain peer funds. After further consideration, the Trustees determined that the contractual annual advisory fees, taking into consideration the total net expenses for each Fund, were not unreasonable for the quality of services provided.

 

 

Annual Report  |  September 30, 202139
   

 

 Disclosure Regarding Renewal and
Beacon Funds TrustApproval of Fund Advisory Agreement

 

September 30, 2021 (Unaudited)

 

Performance: The Board reviewed performance information provided for the Funds for the quarter ended June 30, 2021 compared to each Fund’s benchmark index, and for the 3-month, one-year and since inception periods ended May 31, 2021 against a peer group selected by FUSE. The Trustees observed that the returns for each Fund’s second quarter 2021 significantly outperformed the benchmark index. In addition, for each of the 3-month, one year and since inception periods ended May 31, 2021, the Funds each significantly outperformed their respective peer group median performance, ranking among the top funds within the peer group. The Board noted their satisfaction with each Beacon Fund’s performance, giving credit to Beacon’s disciplined execution of its strategy.

 

Profitability: The Trustees received and considered a profitability analysis prepared by Beacon based on the fees paid under the Beacon Agreement. The Trustees noted that Beacon’s work with the Funds was profitable, but that the amount of profit was not unreasonable in absolute terms or as a percentage of income. They considered the benefit to Beacon of the soft dollar arrangements and reviewed and discussed the financial statements of Beacon’s parent company, recognizing that Beacon’s parent was well capitalized. Further, in consideration of the fact that Beacon’s work with the Funds was profitable, the Board did not have concerns regarding the firm’s continued viability.

 

Economies of Scale: The Trustees considered whether Beacon was benefiting from economies of scale in the provision of services to each Beacon Fund and whether such economies should be shared with the Funds’ shareholders under the Beacon Agreement. The Board noted Beacon’s belief that, because the firm was part of a large organization, it was able achieve certain internal economies through resource sharing with its parent company and thus was able to charge the Funds a lower advisory fee at current asset levels than it otherwise would be able to if Beacon was a smaller organization. The Board reviewed the size of the Beacon Funds and their prospects for growth and agreed that neither Fund had yet achieved meaningful economies that would necessitate the establishment of breakpoints, but agreed to continue to monitor and revisit the issue at the appropriate time.

 

Other Benefits to the Adviser: The Trustees reviewed and considered any other incidental benefits derived or to be derived by Beacon from its relationship with each Beacon Fund, including research and other support services, noting nothing of concern.

 

Having requested and reviewed such information from Beacon as the Board believed to be reasonably necessary to evaluate the terms of the Beacon Agreement, the Trustees, including all the Independent Trustees, concluded that renewal of the Beacon Agreement was in the best interests of each Beacon Fund and its respective shareholders.

 

 

40www.beacontrust.com
   

 

Beacon Funds TrustAdditional Information

 

September 30, 2021 (Unaudited)

 

1. PROXY VOTING POLICIES AND VOTING RECORD

 

 

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, (i) by calling the Funds (toll-free) at 1-844-894-9222 or (ii) on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov.

 

Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling the Funds (toll-free) at 1-844-894-9222 or (ii) on the SEC’s website at http://www.sec.gov.

 

2. PORTFOLIO HOLDINGS

 

 

The Funds’ portfolio holdings are made available semi-annually in shareholder reports within 60 days after the close of the period for which the report is being made, as required by federal securities laws. Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT reports are available on the SEC’s website at www.sec.gov. The Funds’ portfolio holdings are also available upon request, without charge, by calling (toll-free) 1-866-377-8090 or by writing to Beacon Trust at 163 Madison Avenue, Suite 600, Morristown, New Jersey 07960.

 

3. SHAREHOLDER PROXY RESULTS

 

 

At a Special Meeting of Shareholders of the ALPS Series Trust, held on April 12, 2021, shareholders of record as of the close of business on March 1, 2021 voted to approve the following proposals:

 

Proposal 1: To elect Ward D. Armstrong to serve on the Board of Trustees until his resignation, retirement, death or removal or until his successor is duly elected and qualified.

 

Shares Voted In FavorShares Voted Against or Abstentions
162,259,659244,729

 

Proposal 2: To elect Bradley J. Swenson to serve on the Board of Trustees until his resignation, retirement, death or removal or until his successor is duly elected and qualified.

 

Shares Voted In FavorShares Voted Against or Abstentions
162,281,980222,408

 

4. TAX DESIGNATIONS

 

 

Pursuant to Section 852(b)(3) of the Internal Revenue Code the following Funds designate the amounts listed below as long-term capital gain dividends:

 

Beacon Accelerated Return Strategy Fund: $6,280,750

Beacon Planned Return Strategy Fund: $11,786,530

 

 

Annual Report  |  September 30, 202141
   

 

Beacon Funds TrustLiquidity Risk Management Program

 

September 30, 2021 (Unaudited)

 

The ALPS Series Trust (the “Trust”) has established a liquidity risk management program (the “Program”) to govern the Trust’s approach to managing liquidity risk for each fund in the series (each a “Fund”). The Program is overseen by the Liquidity Committee (the “Committee”), a committee comprised of representatives of the Trust and ALPS | SS&C. The Trust’s Board of Trustees (the “Board”) has approved the designation of the Committee to oversee the Program.

 

The Program’s principal objectives include supporting each Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that a Fund will be unable to meet its redemption obligations in a timely manner. The Program also includes a number of elements that support the management and assessment of liquidity risk, including, among others, an annual assessment of factors that influence a Fund’s liquidity the periodic classification and re-classification of the Fund’s investments into groupings that reflect the Committee’s assessment of their relative liquidity under both current market conditions and reasonably foreseeable stressed conditions, as well as minimum levels of highly liquid investments.

 

At a meeting that occurred on May 20, 2021, the Board received a report from the Committee that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation. The report revealed that, during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. The report further discussed the liquidity classification methodology of each Fund, the effectiveness of the operation of certain Funds’ Highly Liquid Investment Minimum (“HLIM”) where applicable, and the liquidity classification of each Fund’s investments over the period. The report further noted that no material changes have been made to the Program since its implementation. The report provided to the Board included a conclusion that the Program appeared to be reasonably designed and operated effectively during the review period.

 

 

42www.beacontrust.com
   

 

Beacon Funds TrustPrivacy Policy

 

September 30, 2021

 

FACTSWHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?
WHY?Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
WHAT?The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 
 •     Social Security number and account transactions
 •     Account balances and transaction history
 •     Wire transfer instructions
HOW?All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information, the reasons a Fund chooses to share, and whether you can limit this sharing.

REASONS WE CAN SHARE YOUR PERSONAL INFORMATIONDOES THE FUND SHARE:CAN YOU LIMIT THIS SHARING?
For our everyday business purposes –  
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureausYesNo
For our marketing purposes –  
to offer our products and services to youNoWe do not share.
For joint marketing with other financial companiesNoWe do not share.
For our affiliates’ everyday business purposes –  
information about your transactions and experiencesYesNo
For our affiliates’ everyday business purposes –  
information about your creditworthinessNoWe do not share.
For non-affiliates to market to youNoWe do not share.

QUESTIONS?Call 1-844-894-9222 or go to www.beacontrust.com.  

 

 

Annual Report | September 30, 202143
   

 

Beacon Funds TrustPrivacy Policy

 

September 30, 2021

 

WHO WE ARE  
Who is providing this notice?Beacon Accelerated Return Strategy fund and Beacon Planned Return Strategy fund (each, a “Fund”)
WHAT WE DO 
How does the Fund protect my personal information?To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.  
How does the Fund collect my personal information?We collect your personal information, for example, when you
  
open an account
provide account information or give us your
 contact information
make a wire transfer or deposit money
Why can’t I limit all sharing?Federal law gives you the right to limit only
  
sharing for affiliates’ everyday business purposes- information about your creditworthiness
affiliates from using your information to market to you
sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing
DEFINITIONS  
AffiliatesCompanies related by common ownership or control. They can be financial and nonfinancial companies.
Non-affiliatesCompanies not related by common ownership or control. They can be financial and nonfinancial companies.
  
The Fund does not share with non-affiliates so they can market to you.
Joint marketingA formal agreement between non-affiliated financial companies that together market financial products or services to you.
  
The Fund does not jointly market.

 

 

44www.beacontrust.com
   

 

Beacon Funds TrustPrivacy Policy

 

September 30, 2021

 

OTHER IMPORTANT INFORMATION
California ResidentsIf your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.
Vermont ResidentsThe State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information.

 

 

Annual Report | September 30, 202145
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

INDEPENDENT TRUSTEES

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
Ward D. Armstrong, Birth year: 1954Trustee and ChairmanMr. Armstrong was appointed to the Board on May 27, 2016. Mr. Armstrong was appointed Chairman of the Board at the August 24, 2017 meeting of the Board of Trustees.Mr. Armstrong is currently retired. From February 2010 to July 2015, he was Co- Founder and Managing Partner of NorthRock Partners, a private wealth advisory firm providing comprehensive wealth management and family office services to the high net-worth marketplace. Previously, he was Senior Vice President, Ameriprise Financial (1984 to 2007); Chairman of Ameriprise Trust Company (1996 to 2007) and President, American Express Institutional Asset Management (2002 to 2004). He has also served on several investment related Boards including Kenwood Capital Management, RiverSource Investments, American Express Asset Management International and was Chair of the Ordway Theatre Endowment Committee.11Mr. Armstrong is a Director of the Heartland Group, Inc. (3 funds).

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.

 

 

46www.beacontrust.com
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
J. Wayne Hutchens, Birth year: 1944TrusteeMr. Hutchens was elected to the Board on October 30, 2012.Mr. Hutchens is currently retired. From 2000 to January 2020, he served as Trustee of the Denver Museum of Nature and Science and from May 2012 to February 2020, he served as Trustee of Children’s Hospital Colorado. From April 2006 to December 2012, he served as President and CEO of the University of Colorado (CU) Foundation and from April 2009 to December 2012, he was Executive Director of the CU Real Estate Foundation. Mr. Hutchens is also Director of AMG National Trust Bank (June 2012 to present). Prior to these positions, Mr. Hutchens spent 29 years in the banking industry, retiring as Chairman of Chase Bank Colorado.11Mr. Hutchens is a Director of RiverNorth Opportunities Fund, Inc. (2013 to present), RiverNorth Opportunistic Municipal Income Fund, Inc. (2018 to present), RiverNorth/Doubleline Strategic Opportunity Fund, Inc. (2018 to present), RiverNorth Specialty Finance Corporation (2018 to present), RiverNorth Managed Duration Municipal Income Fund, Inc. (2019 to present), RiverNorth Flexible Municipal Income Fund, Inc. (2020 to present). He is an Advisory Board member of RiverNorth Funds (3 funds) (2020 to present).

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.

 

 

Annual Report  |  September 30, 202147
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
Patrick Seese, Birth year: 1971TrusteeMr. Seese was elected to the Board on October 30, 2012.Mr. Seese is an owner and a Managing Director of Integris Partners, a middle-market investment banking firm serving closely-held companies, financial sponsors and public companies (February 2008 to present). Prior to this, Mr. Seese was a Managing Director of Headwaters MB, a middle-market investing banking firm (December 2003 to February 2008). Prior to that, Mr. Seese worked in Credit Suisse First Boston’s Mergers and Acquisitions Group and served as Head of Corporation Development, Katy Industries, a publicly traded industrial and consumer products company and at Deloitte & Touche LLP, where he began his career in 1994.11Mr. Seese is a Director of The Mile High Five Foundation (2013 to present) and SJ Panthers Foundation (2016 to present).

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.

 

 

48www.beacontrust.com
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
Merrillyn J. Kosier, Birth year: 1959TrusteeMs. Kosier was elected to the Board on November 17, 2021.Ms. Kosier retired from Ariel Investments as Executive Vice President in 2019. During her tenure at Ariel Investments, she served as Chief Marketing Officer, Ariel Mutual Funds since 2007; Trustee for Ariel Investment Trust since 2003 and President of Ariel Distributors, LLC since 2002. From 2006 to present, she has served as Trustee at the Harris Theater For Music and Dance (not-for- profit organization) and is currently Executive Vice Chair.11Ms. Kosier is Board Director at the Arts Club of Chicago (2021 to present).

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.

 

 

Annual Report | September 30, 202149
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

INTERESTED TRUSTEE

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
Bradley J. Swenson, Birth year: 1972TrusteeMr. Swenson was elected to the Board on April 12, 2021.Mr. Swenson joined ALPS Fund Services, Inc. (“ALPS”) in 2004 and had served as its President since June 2019 until June 2021. In this role, he served as an officer to certain other closed-end and open-end investment companies. He previously served as the Chief Operating Officer of ALPS (2015-2019). Mr. Swenson also previously served as Chief Compliance Officer to ALPS, its affiliated entities, and to certain ETF, closed-end and open-end investment companies (2004-2015).11None

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.

 

 

50www.beacontrust.com
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

OFFICERS

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***

Dawn Cotten

Birth year: 1977

PresidentSince June 2021Ms. Cotten joined ALPS in 2009 and is currently Senior Vice President of Fund Administration and Relationship Management of ALPS. She has served in that role since January 2020. Prior to that, Ms. Cotten served as Senior Vice President (2017-2020) and Vice President of ALPS Relationship Management (2013-2017).

Erich Rettinger

Birth year: 1985

TreasurerSince August 2020Mr. Rettinger joined ALPS in 2007 and is currently Vice President and Fund Controller of ALPS. He has served as Fund Controller of ALPS (since 2013) and Fund Accounting of ALPS (2013- 2017). He also served as Assistant Treasurer of the Trust (May 2019-August 2020). Mr. Rettinger is also Treasurer of the Clough Long/Short Equity Fund, Clough Global Opportunities Fund, Clough Global Dividend and Income Fund and Clough Global Equity Fund. Mr. Rettinger is also Assistant Treasurer of the Stone Harbor Investment Funds.

Patrick Rogers+

Birth year: 1966

SecretarySince November 2021Mr. Rogers has served as Senior Legal Counsel of ALPS since September 2021 and previously served as Compliance Counsel for Mercer Advisors from 2018 to 2021 and Contract Attorney for CACI, Inc. from 2014 to 2018.

Anne M. Berg

Birth year: 1973

Assistant SecretarySince August 2018Ms. Berg joined ALPS as Senior Investment Company Act Paralegal in February 2017. Prior to joining ALPS, she was a Senior Legal Manager at Janus Capital Management LLC (2000-2017).

Lucas D. Foss

Birth year: 1977

Chief Compliance OfficerSince January 2018Mr. Foss rejoined ALPS in November 2017 as Vice President and Deputy Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (2015- 2017) and Deputy Chief Compliance Officer at ALPS (2012- 2015). Mr. Foss is also CCO of X-Square Balanced Fund, Goehring & Rozencwajg Investment Funds, Broadstone Real Estate Access Fund, Inc., Clough Global Funds; Clough Funds Trust; SPDR® S&P 500® ETF Trust, SPDR® Dow Jones® Industrial Average ETF Trust, SPDR® S&P MIDCAP 400® ETF Trust and 1WS Credit Income Fund.

 

 

Annual Report | September 30, 202151
   

 

Beacon Funds TrustTrustees and Officers

 

September 30, 2021

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.
+Appointed November 18, 2021

 

Additional information about members of the Board of Trustees and officers of the Trust is available in the Statement of Additional Information and is available, without charge, upon request, by calling the Fund (toll-free) at 1-844-680-6562.

 

 

52www.beacontrust.com
   

 

Beacon Funds

 

This material must be preceded by a prospectus.

The Beacon Funds are distributed by ALPS Distributors, Inc.

   

 

 

 

 

 

 

Table of Contents

 

 

Shareholder Letter1
Portfolio Update3
Disclosure of Fund Expenses5
Portfolio of Investments6
Statement of Assets and Liabilities12
Statement of Operations13
Statements of Changes in Net Assets14
Financial Highlights15
Notes to Financial Statements17
Report of Independent Registered Public Accounting Firm23
Disclosure Regarding Renewal and Approval of Fund Advisory Agreement24
Additional Information25
Liquidity Risk Management Program Disclosure26
Privacy Policy27
Trustees & Officers29

 

 

Carret Kansas Tax-Exempt Bond FundShareholder Letter
 September 30, 2021 (Unaudited)

 

As the 2021 fiscal year came to a close, the municipal bond market was functioning extremely well, even with the presence of inflation caused by accommodative federal monetary and fiscal policies, as well as supply and demand imbalances. Overall, municipal bond investors continued to experience relatively flat returns as interest rates drifted higher and prices moved slightly lower through the end of September.

 

The Fed historically controls short-term interest rates, and it continued its “accommodative stance” throughout fiscal 2021. However, long-term interest rates and the yield curve are more typically determined by economic sentiment. During the 1st calendar Quarter, the yield on the 10Yr US Treasury (UST) increased by 82 bps (from 0.92% to 1.74%) due to much-improved economic recovery metrics, as well as prevailing inflation implications. During that period, the 2Yr to 10Yr UST yield spread “steepened” from 81 bps to 158 bps. In the 2nd calendar Quarter, where positive economic news appeared more subdued and inflation concerns seemed to wane, the result was an opposite move in rates, where the yield on the 10Y UST dropped by 29 bps - from 1.74% to 1.45% from April through June. Finally, in the 3rd and final quarter of the fiscal year, with supply chain issues and higher prices more prevalent, interest rates slowly edged higher, though not quite to the levels during the spring. The yield on the 10Yr UST stood at 1.53% on September 30th.

 

As you may recall, Congress approved the long-awaited $900B stimulus package back in late December of 2020, with significant funds to aid individuals, households and small businesses. However, this plan was devoid of state, local, and/or tribal aid for which many economists and market professionals had been pressing Congress as part of an economic stimulus plan. Nevertheless, in mid-March of this year, Congress passed the 6th phase of Covid-19 fiscal stimulus, the American Rescue Plan, providing a “game-changing” $1.9T in funds which did finally include state, local, and tribal financial reinforcements. In addition to the almost completely unencumbered $350B of direct municipal fiscal support, there was another $300B in healthcare, mass transit, housing, and higher education funds included in the bill.

 

Ironically, up until that point, activity in the municipal market had been relatively immune to the lack of direct municipal aid throughout the pandemic, resulting in continued positive liquidity and overall functionality of municipal bond trading activity. Thus, the addition of these stimulus funds caused market economists and municipal credit analysts to upgrade their outlooks for many credit sectors, some even talking about a “golden age” for municipal credit. Because of this overall positive outlook, the municipal bond market was driven less by credit issues, and more by overall supply and demand dynamics.

 

To that point, YTD issuance was $355B, almost identical to the same period last year. Municipal bond demand, however, continued to outpace supply across the country. Kansas was a state where the primary new issue market (approximately $3.9B in new issuance through September) was very well-received, resulting in a secondary market that saw equally solid demand though with less inventory from which to choose. Case in point was the month of September, where investors saw the largest amount of bond maturities and calls for all of 2021, setting up even more demand for the final months of the year. Overall, three out of every four new bond issues were tax-exempt compared to taxable, and approx. 2/3 of new deals were “new money,” with about 1/3 being issued to refund outstanding debt.

 

On the economic front, the state experienced sizable Covid-driven challenges to employment, growth, and revenues, though as of November 2020, the state unemployment rate stood at 5.6%, versus a national average of 6.7%. Another positive note for that period was that state tax collections for both November and December 2020 exceeded estimates. Total tax collections were up $64.5M, or +9.1%, for December with $770.2M collected, a +1.8% increase from the same month of last fiscal year.

 

Additionally, the state benefited nicely from the positive trends in 2H21. Total Nonfarm Employment in May of this year was +5.25% higher YOY, and the Unemployment rate stood at just 3.5% in May, which was almost as low as pre-pandemic levels. Additionally, the state collected $8.9B in general tax revenue for the 2021 budget year (ending June 30), which was approximately $750M more than expected or a 9.3% surplus. Most of that tax revenue was due to investors realizing capital gains in investments. In August, Kansas’ total tax revenues were $629M or 22% more than estimated.

 

According to U.S. News & World Report, Kansas ranks 7th nationally in terms of Infrastructure (renewable energy participation, low commute times, and good roads). However, a report published by the Pew Charitable Trusts ranked Kansas 46th nationally in terms of personal income growth from 3Q19 to 3Q20. Obviously, personal income is crucial to states as a measurement of economic trends, helping to predict tax revenue and to plan overall spending. Even though personal income at the national level was higher over that time period (+2.7% for Kansas vs +5.9% state average), the low state ranking has led the state senate and Governor Laura Kelly to focus on these trends, and to pass and sign bi-partisan bills addressing the state’s overall economy, with the main goal of attracting new businesses and additional revenues to the state.

 

Along those lines, there were some positive reports announced in 2021. Of note was a $2.1B Federal Grant from the US Commerce Department for the Aerospace Research Facilities at Wichita State University, followed by a $7.3M award from the Federal Aviation Administration. Twenty-four expansion and modernization improvement projects, totaling more than $776M in investments, would be made to the state highway system while Kansas’ largest electric company, Evergy, with over 1M customers, expects to make its first big investments in solar energy over the next three years. While this “green initiative” will no doubt have its supporters and detractors across the state, we believe a solar power initiative, new wind energy sites, and the retirement of a number of coal power plants, will likely change the footprint of energy-generating capacity over the next several decades. Funding of these projects may involve both taxable and tax-exempt financing in the coming years.

  
Annual Report | September 30, 20211

 

 

Carret Kansas Tax-Exempt Bond FundShareholder Letter
 September 30, 2021 (Unaudited)

 

Throughout the majority of 2021, Kansas municipal bonds remained fairly valued in the context of the overall municipal marketplace. For the Carret Kansas Tax-Exempt Bond Fund, assets fell slightly from $189M at the start of the year to $184M by the end of September. In August, the rating agencies (S&P and Moody’s) affirmed the credit rating for the state of Kansas, meaning that the state’s credit rating and debt outlook remain the same as it when it was last rated in 2020. The structure of the Fund stayed relatively constant throughout fiscal 2021. The Fund had an average Credit Rating of AA-, an Average Coupon of 4.07%, and a Yield to Maturity of 1.89%. The Fund remains 100% Kansas municipal bonds without any exposure to bonds subject to Alternative Minimum Tax (AMT).

 

The Carret Kansas Tax-Exempt Bond Fund focuses on preservation of capital while producing cash flows that are fully exempt from federal taxes and Kansas state tax. The Fund continues to seek premium coupon general obligation (GO) and essential service revenue bonds in the investment grade category. Representative bond issues in the Fund include Kansas Department of Transportation Revenue, Butler County KS School District, Seward County KS School District, Wichita KS Water & Sewer Authority, and Topeka Utility Revenue. The Fund’s largest sector allocations are to School Districts (42%), General Obligations (20%), Utility Revenues (13%), Transportation (10%), and General Revenue (9%).

 

The Fund’s average maturity is 9.6 years, which is in-line with its recent duration trend. The Fund holds 193 different bond issues with over 78% of those rated AA or better. The Institutional Share Class (I shares) returned +1.30% over the past 12 months ending September 30, 2021. Over this same period, the Bloomberg Barclays 7 Year U.S. Municipal Bond Index, the Fund’s primary benchmark, returned +1.40% while the Lipper Other State Intermediate Municipal Bond Index returned 1.08%. The Fund is Kansas-specific in nature, while the Indexes are non-state specific (General Market or Other State Focus). Over a 3-year time horizon, the Institutional shares returned an average of +4.06 % (annualized), compared to the Bloomberg Barclays Index at 4.65% (annualized) and the Lipper Index at 3.71% (annualized).

 

The Fund did not employ any derivative investments during the fiscal year ending September 30, 2021.

 

Carret Asset Management, LLC

 

Glossary of Terms

 

Coupon is the rate of interest, payable annually.

 

Yield to Maturity is calculated by assuming that interest payments will be made until the final maturity date, at which point the principal will be repaid by the issuer. Yield to maturity is essentially the discount rate at which the present value of future payments (investment income and return of principal) equals the price of the security.

 

Call features exists when/if a bond is subject to payment of the principal amount (and accrued interest) prior to the stated maturity date, with or without payment of a call premium. Bonds can be callable under several different circumstances, including at the option of the issuer, or on a mandatory or extraordinary basis.

 

Average Maturity is the weighted average of the effective maturity dates of the fixed-income securities in the Fund's holdings. A bond's effective maturity takes into account the possibility that it may be called by the issuer before its stated maturity date. In this case, the bond trades as though it had a shorter maturity than its stated maturity.

 

Duration is a measure of the responsiveness of a bond's price to interest rate changes for bonds with an embedded option.

 

SEC 30-day Yield represents the yield that must be earned on a fully taxable investment to equal the yield of the Fund on an after-tax basis at a specified tax rate. If the comparison were instead to investments that generate qualified dividend income, which is taxable at a rate lower than an individual's ordinary graduated tax rate, the Fund's Taxable-Equivalent yield would be lower. The Taxable-equivalent yield is computed under an SEC standardized formula and is based on the maximum offer price per share.

 

Taxable-Equivalent Yield is the pretax yield that a taxable bond needs for its yield to equal that of a tax-free municipal bond. The Taxable Equivalent Yield is calculated using a 46.50% Combined Federal, Kansas State, and Medicare Surcharge Tax Rate. Investors should consider their own tax rate when investing in municipal bonds.

 

Bond Rating Disclosure

 

Ratings shown are the highest rating given by one of the following national rating agencies: S&P, Moody's or Fitch. Additional information about ratings can be found, respectively, at www.standardandpoors.com, www.moodys.com and www.fitchratings.com. Credit ratings are subject to change. AAA, AA, A, and BBB are investment grade ratings categories used by S&P and Fitch; BB, B, CCC/CC/C and D are below investment grade ratings categories used by S&P and Fitch. Aaa, Aa, A and Baa are investment grade ratings categories used by Moody's; Ba, B, Caa/Ca and C are below investment grade ratings categories used by Moody's. Bonds backed by U.S. Government or agency securities are given an implied rating equal to the rating of such securities. Holdings designated Not Publicly Rated are not rated by these national rating agencies.

 

2

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Average Annual Total Returns (as of September 30, 2021)

 

 1 Year5 Year10 YearSince Inception*
Carret Kansas Tax-Exempt Bond Fund - Institutional Class1.30%2.51%3.01%4.46%
Carret Kansas Tax-Exempt Bond Fund – Class A (NAV)1.05%2.20%2.65%3.11%
Carret Kansas Tax-Exempt Bond Fund – Class A (MOP)-3.29%1.31%2.21%2.88%
Bloomberg Barclays US Municipal Bond: 7 Year (6-8) Index(a)1.40%2.83%3.27%2.65%

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month-end is available by calling (833) 287-7933.

 

*The Fund commenced operations on May 22, 2007. The Predecessor Fund, American Independence Kansas Tax-Exempt Bond Fund, managed by Manifold Fund Advisors, LLC, was reorganized into the American Independence Kansas Tax-Exempt Bond Fund on September 24, 2018. Manifold Partners, LLC was the Fund’s investment adviser from September 24, 2018 through September 13, 2019, with Carret Asset Management, LLC serving as sub-adviser. Effective September 13, 2019, Manifold Partners, LLC ceased providing investment advisory services to the Fund and Carret Asset Management, LLC became the Fund's investment adviser. Fund performance prior to September 24, 2018 is reflective of the past performance of the Predecessor Fund. The Institutional Class of the Predecessor Fund commenced operations on December 10, 1990. Class A of the Predecessor Fund commenced operations on August 6, 2002.
(a)The Bloomberg Barclays 7-Year US Municipal Bond Index is a total return performance benchmark for the investment-grade, geographically unrestricted 7-year tax-exempt bond market, consisting of municipal bonds with maturities of 6 to 8 years.

 

Indices are not actively managed and do not reflect deduction for fees, expenses or taxes. An investor cannot invest directly in an index.

 

The returns shown above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares.

 

Maximum Offering Price (MOP) for Class A shares includes the Fund’s maximum sales charge of 4.25%. Performance shown at NAV does not include these sales charges and would have been lower had it been taken into account.

 

The total annual operating expenses and total annual operating expenses after fee waivers and/or reimbursement for the Fund’s Institutional Class and Class A shares (as reported in the January 28, 2021 Prospectus) are 0.57% and 0.48% and 0.86% and 0.73%, respectively. The Fund’s investment adviser has contractually agreed to limit expenses through January 31, 2022.

 

Annual Report | September 30, 20213

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Performance of $3,000,000 Initial Investment (as of September 30, 2021)

 

 

The graph shown above represents historical performance of a hypothetical investment of $3,000,000 in the Institutional Class. Due to differing expenses, performance of Class A will vary. Past performance does not guarantee future results. Returns do not reflect the deduction of fees, sales charges, or taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Portfolio Diversification (% of Net Assets as of September 30, 2021)

 

 

 

 

Carret Kansas Tax-Exempt Bond FundDisclosure of Fund Expenses
 September 30, 2021 (Unaudited)

 

Examples. As a shareholder of the Carret Kansas Tax-Exempt Bond Fund, you incur two types of costs: (1) transaction costs, (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. The following 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. The examples are based on an investment of $1,000 invested on April 1, 2021 and held through September 30, 2021.

 

Actual Expenses. The first line under each class in the table below 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 “Expenses Paid During Period April 1, 2021 – September 30, 2021.” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second line under each class in 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 mutual 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 Fund costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line under each class in the table below 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.

 

 Beginning Account Value April 1, 2021Ending Account Value September 30, 2021Expense Ratio(a)Expenses Paid During Period April 1, 2021 - September 30, 2021(b)
Carret Kansas Tax-Exempt Bond Fund    
Institutional Class    
Actual$ 1,000.00$ 1,006.400.48%$ 2.41
Hypothetical (5% return before expenses)$ 1,000.00$ 1,022.660.48%$ 2.43
     
Class A    
Actual$ 1,000.00$ 1,005.200.73%$ 3.67
Hypothetical (5% return before expenses)$ 1,000.00$ 1,021.410.73%$ 3.70

 

(a)The Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-year expenses after any applicable waivers and reimbursements.
(b)Expenses are equal to the annualized expense ratio shown above for the applicable class, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), divided by 365.

  
Annual Report | September 30, 20215

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio of Investments
 September 30, 2021

 

  Principal Amount  Value (Note 2) 
MUNICIPAL BONDS (98.76%)        
Education (46.48%)(a)        
Allen County Unified School District No. 257, General Obligation Unlimited Bonds        
3.000%, 09/01/2043 $2,415,000  $2,549,884 
Barton Community College, Certificate Participation Bonds        
4.000%, 12/01/2032  555,000   619,421 
4.000%, 12/01/2034  250,000   279,051 
Bourbon County Unified School District No. 234-Fort Scott, General Obligation Unlimited Bonds        
5.000%, 09/01/2025  355,000   401,196 
Butler County Unified School District No. 206 Remington, General Obligation Unlimited Bonds        
3.000%, 09/01/2034  1,000,000   1,041,102 
3.000%, 09/01/2035  510,000   530,276 
Butler County Unified School District No. 375 Circle, General Obligation Unlimited Bonds        
3.000%, 09/01/2035  750,000   843,762 
Butler County Unified School District No. 385 Andover, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  690,000   803,566 
4.000%, 09/01/2031  500,000   578,419 
5.000%, 09/01/2032  2,750,000   3,433,221 
5.000%, 09/01/2034  2,000,000   2,496,888 
Butler County Unified School District No. 490 El Dorado, General Obligation Unlimited Bonds        
4.000%, 09/01/2034  1,000,000   1,136,985 
4.000%, 09/01/2036  500,000   565,554 
Douglas County Unified School District No. 497 Lawrence, General Obligation Unlimited Bonds        
4.000%, 09/01/2031  1,500,000   1,735,256 
4.000%, 09/01/2033  500,000   546,838 
Finney County Unified School District No. 457 Garden City, General Obligation Unlimited Bonds        
4.000%, 09/01/2031  1,500,000   1,708,149 
5.000%, 09/01/2027  800,000   966,552 
Ford County Unified School District No. 443 Dodge City, General Obligation Unlimited Bonds        
4.000%, 03/01/2030  1,150,000   1,348,389 
4.000%, 03/01/2034  1,000,000   1,172,512 
Franklin County Unified School District No. 289 Wellsville, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  645,000   788,608 
Franklin County Unified School District No. 290 Ottawa, General Obligation Unlimited Bonds        
4.000%, 09/01/2040  250,000   284,136 
5.000%, 09/01/2031  1,715,000   2,015,507 
5.000%, 09/01/2032  150,000   176,283 
5.000%, 09/01/2033  1,000,000   1,175,223 
Geary County Unified School District No. 475, General Obligation Unlimited Bonds        
3.000%, 09/01/2033  1,000,000   1,134,842 
4.000%, 09/01/2038  2,000,000   2,273,084 
4.000%, 09/01/2043  1,000,000   1,136,542 
Johnson & Miami Counties Unified School District No. 230 Spring Hills, General Obligation Unlimited Bonds        
4.000%, 09/01/2031  400,000   461,256 
4.000%, 09/01/2033  1,000,000   1,135,205 
4.000%, 09/01/2035  1,000,000   1,131,612 
5.000%, 09/01/2030  1,970,000   2,393,948 
Johnson County Unified School District No. 229 Blue Valley, General Obligation Unlimited Bonds        
3.000%, 10/01/2032  1,155,000   1,308,895 
Johnson County Unified School District No. 232 De Soto, General Obligation Unlimited Bonds        
4.000%, 09/01/2031  1,165,000   1,380,734 
4.000%, 09/01/2032  1,745,000   2,058,733 
Johnson County Unified School District No. 233 Olathe, General Obligation Unlimited Bonds        
2.000%, 09/01/2030  750,000   784,893 
4.000%, 09/01/2031  1,000,000   1,146,502 
4.000%, 09/01/2033  905,000   1,024,988 
4.000%, 09/01/2035  790,000   899,517 

 

See Notes to Financial Statements.
6

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio of Investments
 September 30, 2021

 

  Principal Amount  Value (Note 2) 
Education (continued)        
4.000%, 09/01/2036 $480,000  $546,542 
Johnson County Unified School District No. 512 Shawnee Mission, General Obligation Unlimited Bonds        
3.000%, 10/01/2039  2,000,000   2,218,465 
4.000%, 10/01/2035  425,000   519,639 
5.000%, 10/01/2032  1,000,000   1,181,105 
Kansas City Kansas Community College Auxiliary Enterprise System, Revenue Bonds        
4.000%, 09/01/2032  140,000   164,451 
4.000%, 09/01/2033  100,000   117,061 
Kansas Development Finance Authority, Revenue Bonds        
2.000%, 05/01/2031  630,000   653,009 
2.000%, 06/01/2032  1,000,000   1,001,709 
2.000%, 05/01/2033  800,000   819,682 
3.000%, 05/01/2030  450,000   464,464 
4.000%, 03/01/2028  610,000   653,848 
Leavenworth County Unified School District No. 453, General Obligation Unlimited Bonds        
4.000%, 09/01/2036  1,000,000   1,166,842 
Leavenworth County Unified School District No. 458, General Obligation Unlimited Bonds        
5.000%, 09/01/2037  1,165,000   1,454,438 
5.000%, 09/01/2038  1,000,000   1,248,444 
Leavenworth County Unified School District No. 464, General Obligation Unlimited Bonds        
4.000%, 09/01/2034  675,000   769,102 
4.000%, 09/01/2036  465,000   527,717 
Leavenworth County Unified School District No. 469, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  900,000   930,572 
Lyon County Unified School District No. 253 Emporia, General Obligation Unlimited Bonds        
3.000%, 09/01/2044  1,000,000   1,056,794 
4.000%, 09/01/2030  325,000   379,707 
Miami County Unified School District No. 416 Louisburg, General Obligation Unlimited Bonds        
3.000%, 09/01/2035  500,000   543,606 
Montgomery County Unified School District No. 446 Independence, General Obligation Unlimited Bonds        
5.000%, 09/01/2030  1,715,000   2,079,434 
Riley County Unified School District No. 378 Riley, General Obligation Unlimited Bonds        
3.000%, 09/01/2039  925,000   969,147 
Riley County Unified School District No. 383 Manhattan-Ogden, General Obligation Unlimited Bonds        
5.000%, 09/01/2028  1,220,000   1,469,814 
Saline County Unified School District No. 305 Salina, General Obligation Unlimited Bonds        
4.000%, 09/01/2034  440,000   523,893 
Scott County Unified School District No. 466 Scott City, General Obligation Unlimited Bonds        
4.000%, 09/01/2037  1,000,000   1,136,542 
Sedgwick County Unified School District No. 260 Derby, General Obligation Unlimited Bonds        
3.500%, 10/01/2036  845,000   912,931 
5.000%, 10/01/2029  340,000   356,439 
Sedgwick County Unified School District No. 262 Valley Center, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  500,000   552,914 
5.000%, 09/01/2033  750,000   851,058 
Sedgwick County Unified School District No. 264 Clearwater, General Obligation Unlimited Bonds        
4.000%, 09/01/2029  530,000   607,701 
Sedgwick County Unified School District No. 265 Goddard, General Obligation Unlimited Bonds        
5.000%, 10/01/2024  370,000   421,040 
Sedgwick County Unified School District No. 266 Maize, General Obligation Unlimited Bonds        
4.000%, 09/01/2032  750,000   871,147 
Sedgwick County Unified School District No. 267 Renwick, General Obligation Unlimited Bonds        
4.000%, 11/01/2033  350,000   402,030 
4.000%, 11/01/2034  425,000   487,557 
4.000%, 11/01/2035  635,000   728,286 
Sedgwick County Unified School District No. 268 Cheney, General Obligation Unlimited Bonds        
3.000%, 09/01/2029  615,000   645,126 

 

See Notes to Financial Statements. 
Annual Report | September 30, 20217

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio of Investments
 September 30, 2021

 

  Principal Amount  Value (Note 2) 
Education (continued)        
Seward County Unified School District No. 480 Liberal, General Obligation Unlimited Bonds        
4.000%, 09/01/2028 $1,000,000  $1,162,726 
4.000%, 09/01/2032  500,000   570,632 
5.000%, 09/01/2029  2,390,000   2,808,783 
Sumner County Unified School District No. 353 Wellington, General Obligation Unlimited Bonds        
5.000%, 09/01/2026  230,000   250,832 
University of Kansas Hospital Authority, Revenue Bonds        
5.000%, 09/01/2028  250,000   291,813 
5.000%, 09/01/2030  350,000   407,507 
5.000%, 09/01/2031  500,000   581,521 
Washburn University/Topeka, Revenue Bonds        
4.000%, 07/01/2041  330,000   358,763 
5.000%, 07/01/2035  500,000   569,018 
Wyandotte County Unified School District No. 202 Turner, General Obligation Unlimited Bonds        
4.000%, 09/01/2038  1,225,000   1,365,117 
4.000%, 09/01/2039  400,000   444,704 
Wyandotte County Unified School District No. 203 Piper, General Obligation Unlimited Bonds        
5.000%, 09/01/2038  1,000,000   1,234,674 
Wyandotte County Unified School District No. 500 Kansas City, General Obligation Unlimited Bonds        
5.000%, 09/01/2030  500,000   599,175 
Total Education      85,545,050 
         
General Obligation (28.46%)(a)        
Abilene Public Building Commission, Revenue Bonds        
4.000%, 12/01/2029  325,000   380,674 
4.000%, 12/01/2031  445,000   513,289 
Ashland Public Building Commission, Revenue Bonds        
5.000%, 09/01/2035  720,000   759,559 
City of Arkansas City, General Obligation Unlimited Bonds        
2.000%, 08/01/2035  1,000,000   1,012,100 
City of Concordia, General Obligation Unlimited Bonds        
2.000%, 11/01/2038  350,000   360,921 
2.000%, 11/01/2039  355,000   364,108 
2.000%, 11/01/2040  365,000   372,463 
City of Dodge City, Revenue Bonds        
4.000%, 06/01/2024  230,000   251,544 
City of Garden City, General Obligation Unlimited Bonds        
3.000%, 11/01/2028  950,000   1,059,964 
City of Haysville, Certificate Participation Bonds        
4.125%, 11/01/2032  460,000   481,322 
City of Lawrence, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  470,000   539,710 
4.000%, 09/01/2031  445,000   510,193 
City of Manhattan, General Obligation Unlimited Bonds        
4.000%, 11/01/2031  400,000   483,983 
5.000%, 11/01/2025  570,000   672,772 
5.000%, 11/01/2029  800,000   1,037,212 
City of Merriam, General Obligation Unlimited Bonds        
5.000%, 10/01/2027  1,670,000   2,086,008 
City of Olathe, General Obligation Unlimited Bonds        
3.000%, 10/01/2033  1,000,000   1,117,206 
4.000%, 10/01/2028  1,315,000   1,521,634 
City of Overland Park, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  2,230,000   2,767,386 
4.000%, 09/01/2037  475,000   585,010 
4.000%, 09/01/2038  475,000   582,917 
4.000%, 09/01/2039  350,000   427,925 

 

See Notes to Financial Statements.
8

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio of Investments
 September 30, 2021

 

  Principal Amount  Value (Note 2) 
General Obligation (continued)        
City of Park City, General Obligation Unlimited Bonds        
5.375%, 12/01/2025 $5,000  $5,020 
City of Salina, General Obligation Unlimited Bonds        
3.000%, 10/01/2033  620,000   655,610 
3.000%, 10/01/2036  680,000   714,850 
City of Shawnee, General Obligation Unlimited Bonds        
4.000%, 12/01/2027  425,000   470,674 
City of Spring Hill, General Obligation Unlimited Bonds        
4.000%, 09/01/2029  810,000   950,758 
City of Wichita, General Obligation Unlimited Bonds        
2.000%, 06/01/2035  400,000   405,935 
3.000%, 06/01/2029  515,000   575,941 
3.000%, 10/01/2030  720,000   788,048 
3.000%, 06/01/2032  1,000,000   1,114,851 
4.000%, 12/01/2029  250,000   253,134 
4.000%, 06/01/2030  820,000   952,682 
5.000%, 12/01/2025  500,000   592,844 
County of Clay, General Obligation Unlimited Bonds        
4.000%, 10/01/2036  750,000   831,399 
County of Geary, General Obligation Unlimited Bonds        
4.000%, 09/01/2030  415,000   472,695 
County of Johnson, General Obligation Unlimited Bonds        
3.000%, 09/01/2030  400,000   410,344 
4.000%, 09/01/2028  1,125,000   1,272,358 
County of Linn, General Obligation Unlimited Bonds        
4.000%, 07/01/2032  505,000   597,110 
County of Saline, General Obligation Unlimited Bonds        
4.000%, 09/01/2029  765,000   934,088 
Johnson County Public Building Commission, Revenue Bonds        
4.000%, 09/01/2029  650,000   745,294 
4.000%, 09/01/2030  500,000   571,572 
4.000%, 09/01/2031  1,500,000   1,711,234 
Kansas Development Finance Authority, Revenue Bonds        
2.000%, 11/01/2033  950,000   966,004 
2.000%, 11/01/2034  975,000   984,707 
4.000%, 11/01/2030  800,000   933,529 
4.000%, 11/01/2031  1,100,000   1,279,405 
5.000%, 04/01/2026  1,485,000   1,588,562 
5.000%, 09/01/2026  630,000   759,172 
5.000%, 04/01/2030  655,000   698,958 
5.000%, 04/01/2034  2,000,000   2,132,820 
Overland Park Transportation Development District, Revenue Bonds        
5.900%, 04/01/2032  725,000   725,283 
Saline County Public Building Commission, Revenue Bonds        
2.000%, 09/01/2033  200,000   202,871 
2.000%, 09/01/2034  225,000   227,127 
2.000%, 09/01/2035  220,000   220,585 
Unified Government of Greeley County, General Obligation Unlimited Bonds        
4.000%, 12/01/2029  250,000   286,075 
4.000%, 12/01/2032  100,000   114,430 
Wyandotte County-Kansas City Unified Government, General Obligation Unlimited Bonds        
2.000%, 08/01/2033  1,000,000   1,017,015 
4.000%, 08/01/2029  685,000   801,104 
4.000%, 08/01/2030  2,105,000   2,484,760 
4.000%, 08/01/2031  930,000   956,105 
4.000%, 08/01/2032  1,000,000   1,192,915 
5.000%, 08/01/2025  815,000   953,583 

 

See Notes to Financial Statements. 
Annual Report | September 30, 20219

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio of Investments
 September 30, 2021

 

  Principal Amount  Value (Note 2) 
General Obligation (continued)        
Wyandotte County-Kansas City Unified Government, Revenue Bonds        
4.875%, 10/01/2028 $330,000  $330,067 
5.000%, 12/01/2023  570,000   618,839 
Total General Obligation      52,388,257 
         
Health Care (3.37%)        
City of Manhattan, Revenue Bonds        
5.000%, 11/15/2029  680,000   716,061 
City of Olathe, Revenue Bonds        
4.000%, 09/01/2030  295,000   295,508 
City of Wichita, Revenue Bonds        
5.000%, 11/15/2029  1,570,000   1,578,574 
Kansas Development Finance Authority, Revenue Bonds        
5.000%, 11/15/2032  1,500,000   1,543,670 
5.000%, 11/15/2034  350,000   360,079 
Lyon County Public Building Commission, Revenue Bonds        
5.000%, 12/01/2035  1,335,000   1,561,963 
Pawnee County Public Building Commission, Revenue Bonds        
4.000%, 02/15/2031  145,000   146,448 
Total Health Care      6,202,303 
         
Public Services (1.02%)        
Johnson County Park & Recreation District, Certificate Participation Bonds        
3.000%, 09/01/2028  1,165,000   1,289,610 
3.000%, 09/01/2029  535,000   588,584 
Total Public Services      1,878,194 
         
Transportation (10.01%)        
Kansas Turnpike Authority, Revenue Bonds        
5.000%, 09/01/2031  630,000   813,461 
5.000%, 09/01/2032  500,000   644,548 
5.000%, 09/01/2036  1,000,000   1,277,341 
5.000%, 09/01/2037  1,000,000   1,273,888 
5.000%, 09/01/2038  1,150,000   1,461,726 
State of Kansas Department of Transportation, Revenue Bonds        
5.000%, 09/01/2028  1,500,000   1,864,442 
5.000%, 09/01/2029  1,000,000   1,167,310 
5.000%, 09/01/2031  3,020,000   3,717,429 
5.000%, 09/01/2032  500,000   614,043 
5.000%, 09/01/2033  1,445,000   1,683,631 
5.000%, 09/01/2034  3,260,000   3,908,943 
Total Transportation      18,426,762 
         
Utilities (9.42%)        
City of Lawrence Water & Sewage System, Revenue Bonds        
4.000%, 11/01/2038  1,000,000   1,110,969 
City of McPherson Water System, Revenue Bonds        
2.000%, 10/01/2038  440,000   438,658 
City of Olathe Water & Sewer System, Revenue Bonds        
2.000%, 07/01/2034  540,000   549,720 
2.000%, 07/01/2035  550,000   557,135 
3.000%, 07/01/2030  675,000   739,222 
3.000%, 07/01/2031  555,000   604,186 
3.000%, 07/01/2032  745,000   806,852 
3.000%, 07/01/2033  755,000   815,745 
4.000%, 07/01/2024  250,000   270,660 

 

See Notes to Financial Statements.
10

 

 

Carret Kansas Tax-Exempt Bond FundPortfolio of Investments
 September 30, 2021

 

  Principal Amount  Value (Note 2) 
Utilities (continued)        
City of Topeka Combined Utility, Revenue Bonds        
2.000%, 08/01/2043 $1,070,000  $1,003,489 
City of Wichita Water & Sewer Utility, Revenue Bonds        
3.000%, 10/01/2029  1,180,000   1,292,451 
3.375%, 10/01/2039  1,000,000   1,100,086 
5.000%, 10/01/2025  1,000,000   1,000,000 
5.000%, 10/01/2028  2,650,000   2,650,000 
Kansas Power Pool, Revenue Bonds        
5.000%, 12/01/2023  200,000   211,125 
5.000%, 12/01/2028  700,000   815,856 
Wyandotte County-Kansas City Unified Government Utility System, Revenue Bonds        
3.000%, 09/01/2035  250,000   275,053 
3.000%, 09/01/2040  250,000   270,201 
5.000%, 09/01/2031  1,350,000   1,583,429 
5.000%, 09/01/2032  1,090,000   1,137,762 
5.000%, 09/01/2033  100,000   116,010 
Total Utilities      17,348,609 
         
TOTAL MUNICIPAL BONDS        
(Cost $173,328,563)      181,789,175 

 

  Shares  Value (Note 2) 
SHORT TERM INVESTMENTS (4.12%)        
Money Market Fund (4.12%)        
First American Treasury Obligations Fund (0.010%, 7-Day Yield)  7,574,040  $7,574,040 
Total Money Market Fund      7,574,040 
         
TOTAL SHORT TERM INVESTMENTS        
(Cost $7,574,040)      7,574,040 
         
TOTAL INVESTMENTS (102.88%)        
(Cost $180,902,603)     $189,363,215 
         
LIABILITIES IN EXCESS OF OTHER ASSETS (-2.88%)      (5,297,452)
         
NET ASSETS (100.00%)     $184,065,763 

 

(a)To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. When sector categorization is broken down by industry, no industry exceeds the 25% maximum specified in the Statement of Additional Information.

 

See Notes to Financial Statements. 
Annual Report | September 30, 202111

 

 

Carret Kansas Tax-Exempt Bond FundStatement of Assets and Liabilities
 September 30, 2021

 

ASSETS:   
Investments, at value (Cost $180,902,603) $189,363,215 
Receivable for investments sold  1,240 
Receivable for shares sold  92,205 
Dividends and interest receivable  1,309,419 
Other assets  21,011 
Total Assets  190,787,090 
     
LIABILITIES:    
Distributions payable  267,785 
Payable for administration and transfer agent fees  49,313 
Payable for investments purchased  6,325,902 
Payable for shares redeemed  5,150 
Payable to adviser  38,627 
Payable for distribution fees  788 
Payable for printing fees  3,158 
Payable for professional fees  15,654 
Payable for trustees' fees and expenses  3,843 
Payable to Chief Compliance Officer fees  3,034 
Accrued expenses and other liabilities  8,073 
Total Liabilities  6,721,327 
NET ASSETS $184,065,763 
     
NET ASSETS CONSIST OF:    
Paid-in capital (Note 5) $175,378,139 
Total distributable earnings  8,687,624 
NET ASSETS $184,065,763 
     
PRICING OF SHARES    
Institutional Class:    
Net Asset Value, offering and redemption price per share $11.10 
Net Assets $180,252,961 
Shares of beneficial interest outstanding  16,236,780 
Class A :    
Net Asset Value, offering and redemption price per share $11.10 
Net Assets $3,812,802 
Shares of beneficial interest outstanding  343,405 
Maximum offering price per share(a) $11.60 

 

(a)Net Asset Value/100% minus maximum sales charge of net asset value, 4.25% for the Fund, adjusted to the nearest cent.

 

See Notes to Financial Statements.
12

 

 

Carret Kansas Tax-Exempt Bond FundStatement of Operations
 For the Year Ended September 30, 2021

 

INVESTMENT INCOME:   
Dividends $414 
Interest  4,311,932 
Total Investment Income  4,312,346 
     
EXPENSES:    
Investment advisory fees (Note 6)  560,871 
Administration fees  263,883 
Distribution fees    
Class A  10,166 
Custody fees  13,595 
Legal fees  13,313 
Audit and tax fees  17,744 
Transfer agent fees  56,671 
Trustees' fees and expenses  20,456 
Registration and filing fees  36,711 
Printing fees  7,839 
Chief Compliance Officer fees  36,022 
Insurance fees  7,046 
Other expenses  10,846 
Total Expenses  1,055,163 
Less fees waived/reimbursed by investment adviser (Note 6)    
Institutional Class  (141,747)
Class A  (5,803)
Total fees waived/reimbursed by investment adviser  (147,550)
Net Expenses  907,613 
NET INVESTMENT INCOME  3,404,733 
     
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:    
Net realized gain/(loss) on:    
Investments  145,848 
Net realized gain  145,848 
Change in unrealized appreciation/(depreciation) on:    
Investments  (1,133,686)
Net change  (1,133,686)
     
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS  (987,838)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,416,895 

 

See Notes to Financial Statements.
Annual Report | September 30, 202113

 

 

Carret Kansas Tax-Exempt Bond FundStatements of Changes in Net Assets

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
OPERATIONS:        
Net investment income $3,404,733  $3,920,096 
Net realized gain on investments  145,848   14,257 
Net change in unrealized appreciation/(depreciation) on investments  (1,133,686)  3,225,657 
Net increase in net assets resulting from operations  2,416,895   7,160,010 
DISTRIBUTIONS TO SHAREHOLDERS        
Institutional Class  (3,345,813)  (4,208,978)
Class A  (64,242)  (91,196)
Total distributions  (3,410,055)  (4,300,174)
         
BENEFICIAL SHARE TRANSACTIONS (Note 5):        
Institutional Class        
Shares sold  26,301,217   28,276,279 
Dividends reinvested  158,569   428,853 
Shares redeemed  (24,058,508)  (32,071,924)
Net increase/(decrease) from beneficial share transactions  2,401,278   (3,366,792)
Class A        
Shares sold  31,729   288,378 
Dividends reinvested  50,632   72,657 
Shares redeemed  (504,900)  (328,033)
Net increase/(decrease) from beneficial share transactions  (422,539)  33,002 
Net increase/(decrease) in net assets  985,579   (473,954)
         
NET ASSETS:        
Beginning of year  183,080,184   183,554,138 
End of year $184,065,763  $183,080,184 

 

See Notes to Financial Statements.
14

 

 

Carret Kansas Tax-Exempt Bond FundFinancial Highlights
Institutional ClassFor a Share Outstanding Throughout the Periods Presented

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Period Ended September 30, 2018(a)  

For the Year Ended

October 31,

2017

  

For the Year Ended

October 31,

2016

 
NET ASSET VALUE, BEGINNING OF PERIOD $11.16  $10.97  $10.59  $10.88  $11.09  $11.11 
                         
INCOME/(LOSS) FROM OPERATIONS:                        
Net investment income(b)  0.20   0.24   0.28   0.27   0.32   0.33 
Net realized and unrealized gain/(loss) on investments  (0.06)  0.21   0.42   (0.29)  (0.21)  (0.02)
Total from investment operations  0.14   0.45   0.70   (0.02)  0.11   0.31 
                         
LESS DISTRIBUTIONS:                        
From net investment income  (0.20)  (0.24)  (0.28)  (0.27)  (0.32)  (0.33)
From net realized gains on investments  0.00(c)  (0.02)  (0.04)         
Total Distributions  (0.20)  (0.26)  (0.32)  (0.27)  (0.32)  (0.33)
NET INCREASE/(DECREASE) IN NET ASSET VALUE  (0.06)  0.19   0.38   (0.29)  (0.21)  (0.02)
NET ASSET VALUE, END OF PERIOD $11.10  $11.16  $10.97  $10.59  $10.88  $11.09 
                         
TOTAL RETURN(d)  1.30%  4.17%  6.77%  (0.15)%  1.04%  2.80%
                         
SUPPLEMENTAL DATA:                        
Net assets, end of period (in 000s) $180,253  $178,827  $179,409  $133,235  $167,374  $190,780 
                         
RATIOS TO AVERAGE NET ASSETS                        
Operating expenses excluding reimbursement/waiver  0.56%  0.57%  0.55%  0.75%(e)   0.61%  0.60%
Operating expenses including reimbursement/waiver  0.48%  0.48%  0.48%  0.56%(e)   0.48%  0.48%
Net investment income including reimbursement/waiver  1.83%  2.17%  2.62%  2.80%(e) 2.95%  2.94%
                         
PORTFOLIO TURNOVER RATE(f)  8%  16%  12%  14%  9%  10%

 

(a)Effective September 24, 2018, the Carret Kansas Tax-Exempt Bond Fund merged with and into a clone series of ALPS Series Trust. In connection with the merger, the fiscal year-end changed from October 31 to September 30.
(b)Per share amounts are based upon average shares outstanding, unless otherwise noted.
(c)Less than $0.005 per share.
(d)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e)Annualized.
(f)Portfolio turnover rate for periods less than one full year have not been annualized.

 

See Notes to Financial Statements.
Annual Report | September 30, 202115

 

 

Carret Kansas Tax-Exempt Bond FundFinancial Highlights
Class AFor a Share Outstanding Throughout the Periods Presented

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Period Ended September 30, 2018(a)(b)  

For the Year Ended

October 31,

2017

  

For the Year Ended

October 31,

2016

 
NET ASSET VALUE, BEGINNING OF PERIOD $11.16  $10.97  $10.59  $10.88  $11.09  $11.11 
                         
INCOME/(LOSS) FROM OPERATIONS:                        
Net investment income(c)  0.18   0.21   0.26   0.24   0.28   0.29 
Net realized and unrealized gain/(loss) on investments  (0.06)  0.21   0.42   (0.29)  (0.21)  (0.02)
Total from investment operations  0.12   0.42   0.68   (0.05)  0.07   0.27 
                         
LESS DISTRIBUTIONS:                        
From net investment income  (0.18)  (0.21)  (0.26)  (0.24)  (0.28)  (0.29)
From net realized gains on investments  0.00(d)  (0.02)  (0.04)         
Total Distributions  (0.18)  (0.23)  (0.30)  (0.24)  (0.28)  (0.29)
NET INCREASE/(DECREASE) IN NET ASSET VALUE  (0.06)  0.19   0.38   (0.29)  (0.21)  (0.02)
NET ASSET VALUE, END OF PERIOD $11.10  $11.16  $10.97  $10.59  $10.88  $11.09 
                         
TOTAL RETURN(e)  1.05%  3.91%  6.50%  (0.51)%  0.65%  2.41%
                         
SUPPLEMENTAL DATA:                        
Net assets, end of period (in 000s) $3,813  $4,253  $4,145  $4,748  $11,462  $11,509 
                         
RATIOS TO AVERAGE NET ASSETS                        
Operating expenses excluding reimbursement/waiver  0.87%  0.86%  0.88%  1.25%(f)   1.11%  1.10%
Operating expenses including reimbursement/waiver  0.73%  0.73%  0.73%  0.94%(f)   0.87%  0.87%
Net investment income including reimbursement/waiver  1.58%  1.92%  2.40%  2.43%(f)    2.56%  2.55%
                         
PORTFOLIO TURNOVER RATE(g)  8%  16%  12%  14%  9%  10%

 

(a)Effective September 24, 2018, the Carret Kansas Tax-Exempt Bond Fund merged with and into a clone series of ALPS Series Trust. In connection with the merger, the fiscal year-end changed from October 31 to September 30.
(b)Class C shares were merged into Class A on September 24, 2018. The amounts presented represent the results of the Class A shares for the periods prior to the merger and the results of the combined share class for the period subsequent to the merger.
(c)Per share amounts are based upon average shares outstanding, unless otherwise noted.
(d)Less than $0.005 per share.
(e)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(f)Annualized.
(g)Portfolio turnover rate for periods less than one full year have not been annualized.

 

See Notes to Financial Statements.
16

 

 

Carret Kansas Tax-Exempt Bond FundNotes to Financial Statements
 September 30, 2021

 

1. ORGANIZATION

 

 

ALPS Series Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust consists of multiple separate portfolios or series. This annual report describes the Carret Kansas Tax-Exempt Bond Fund (the “Fund” or “Kansas Tax-Exempt Bond Fund”) formally known as the American Independence Kansas Tax-Exempt Bond Fund. On September 13, 2019, Carret Asset Management, LLC (the “Adviser” or “Carret") became the adviser to the Kansas Tax-Exempt Bond Fund, changing the Fund’s name from American Independence to Carret. The Fund’s investment objective is to preserve capital while producing current income for the investor that is exempt from both federal and Kansas state income taxes. The Fund is considered non-diversified and may invest a greater portion of assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a diversified fund. The Fund currently offers Institutional Class Shares and Class A Shares. Each share class has identical rights to earnings, assets and voting privileges, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. The Board of Trustees (the “Board”) may establish additional funds and classes of shares at any time in the future without shareholder approval.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for investment companies (“U.S. GAAP”). The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Fund in preparation of its financial statements.

 

Investment Valuation: The Fund generally values its securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.

 

The market price for debt obligations is generally the price supplied by an independent third-party pricing service approved by the Board, which may use a matrix, formula or other objective method that takes into consideration quotations from dealers, market transactions in comparable investments, market indices and yield curves. If vendors are unable to supply a price, or if the price supplied is deemed to be unreliable, the market price may be determined using quotations received from one or more broker-dealers that make a market in the security.

 

Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value (“NAV”). Money market funds, representing short-term investments, are valued at their NAV.

 

When such prices or quotations are not available, or when the Fair Value Committee appointed by the Board believes that they are unreliable, securities may be priced using fair value procedures approved by the Board.

 

Fair Value Measurements: The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

 

Annual Report | September 30, 202117

 

 

Carret Kansas Tax-Exempt Bond FundNotes to Financial Statements
 September 30, 2021

 

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 –Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;

 

Level 2 –Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly); and

 

Level 3 –Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

 

The following is a summary of the inputs used to value the Fund’s investments as of September 30, 2021:

 

Investments in Securities at Value* Level 1 - Quoted and Unadjusted Prices  Level 2 - Other Significant Observable Inputs  Level 3 - Significant Unobservable Inputs  Total 
Municipal Bonds $  $181,789,175  $  $181,789,175 
Short Term Investments  7,574,040         7,574,040 
Total $7,574,040  $181,789,175  $  $189,363,215 

 

*For a detailed Sector breakdown, see the accompanying Portfolio of Investments.

 

There were no Level 3 securities held in the Fund at September 30, 2021.

 

Securities Purchased on a When-Issued Basis: The Fund may purchase securities on a “when-issued” basis. When-issued securities are securities purchased for delivery beyond the normal settlement date at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time the Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. Normally, the settlement date occurs within one month of the purchase. No payment is made by the Fund and no interest accrues to the Fund during the period between purchase and settlement.

 

Cash & Cash Equivalents: The Fund considers its investment in a Federal Deposit Insurance Corporation ("FDIC") insured interest bearing account to be cash and cash equivalents. Cash and cash equivalents are valued at cost plus any accrued interest. The Fund maintains cash balances, which, at times may exceed federally insured limits. The Fund maintains these balances with a high-quality financial institution.

 

Concentration of Credit Risk: The Fund places its cash with a banking institution, which is insured by FDIC. The FDIC limit is $250,000. At various times throughout the year, the amount on deposit may exceed the FDIC limit and subject the Fund to a credit risk. The Fund does not believe that such deposits are subject to any unusual risk associated with investment activities.

 

The Fund invests primarily in debt obligations issued by the State of Kansas and its respective political subdivisions, agencies and public authorities. The Fund is more susceptible to economic and political factors adversely affecting issuers of Kansas specific municipal securities than are municipal bond funds that are not concentrated in these issuers to the same extent.

 

Trust Expenses: Some expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed to a fund are apportioned among all funds in the Trust based on average net assets of each fund, including Trustees’ fees and expenses.

 

Fund Expenses: Some expenses can be directly attributed to the Fund and are apportioned among the classes based on average net assets of each class.

 

Class Expenses: Expenses that are specific to a class of shares are charged directly to that share class. Fees provided under the distribution (Rule 12b-1) and/or shareholder service plans for a particular class of each Fund are charged to the operations of such class.

 
18

 

 

Carret Kansas Tax-Exempt Bond FundNotes to Financial Statements
 September 30, 2021

 

Federal Income Taxes: The Fund complies with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intends to distribute substantially all of its net taxable income and net capital gains, if any, each year so that it will not be subject to excise tax on undistributed income and gains. The Fund is not subject to income taxes to the extent such distributions are made.

 

As of and during the year ended September 30, 2021, the Fund did not have a liability for any unrecognized tax benefits in the accompanying financial statements. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. The Fund files U.S. federal, state and local income tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. The Fund’s administrator has analyzed the Fund’s tax positions taken on federal and state income tax returns for all open tax years and has concluded that as of September 30, 2021, no provision for income tax is required in the Fund’s financial statements related to these tax positions.

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date basis for financial reporting purposes). Realized gains and losses from investment transactions are reported on an identified cost basis. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned based on the effective yield method. Dividend income is recognized on the ex-dividend date. All of the realized and unrealized gains and losses and net investment income are allocated daily to each class in proportion to its average daily net assets.

 

Distributions to Shareholders: Distributions from net investment income for the Fund are declared daily and paid monthly. Distributions from net realized capital gains, if any, are distributed at least annually. Income dividend distributions are derived from interest and other income the Fund receives from its investments, including short-term capital gains. Long-term capital gain distributions are derived from gains realized when the Fund sells a security it has owned for more than one year. A Fund may make additional distributions and dividends at other times if its investment adviser has determined that so may be necessary for the Fund to avoid or reduce taxes. Net investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes.

 

COVID-19 Risk: An outbreak of respiratory disease caused by a novel coronavirus was first detected in December 2019 and has now spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, partial population vaccination, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, government sponsored fiscal stimulus programs, various moratoria on the applicability of certain laws and regulations, as well as general concern and uncertainty. The impact of this coronavirus, (and the variants of such virus) and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies, their securities (including equity and debt), and the market in general in ways that cannot necessarily be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social, financial, and economic risks in certain countries. The impact of the outbreak may last for an extended period of time.

 

3. TAX BASIS INFORMATION

 

 

Tax Basis of Distributions to Shareholders: The character of distributions made during the period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by the Fund. The amounts and characteristics of tax basis distributions are estimated at the time of distribution and composition of distributable earnings/(accumulated losses) are finalized at fiscal year-end.

 

The tax character of distributions paid by the Fund for the fiscal years ended September 30, 2021 and September 30, 2020, respectively were as follows:

 

  Ordinary Income  Tax-Exempt Income  Long-Term Capital Gains 
Kansas Tax-Exempt Bond Fund $7,205  $3,396,986  $5,864 

 

  Ordinary Income  Tax-Exempt Income  Long-Term Capital Gains 
Kansas Tax-Exempt Bond Fund $47,931  $3,871,299  $380,944 

 

  
Annual Report | September 30, 202119

   

 

Carret Kansas Tax-Exempt Bond FundNotes to Financial Statements
 September 30, 2021

 

Unrealized Appreciation and Depreciation on Investments: As of September 30, 2021, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation for Federal tax purposes were as follows:

 

  Kansas Tax-Exempt Bond Fund 
Gross unrealized appreciation (excess of value over tax cost) $8,781,219 
Gross unrealized depreciation (excess of tax cost over value)  (320,607)
Net appreciation (depreciation) of foreign currency and derivatives   
Net unrealized appreciation $8,460,612 
Cost of investments for income tax purposes $180,902,603 

 

Reclassifications: As of September 30, 2021, permanent differences in book and tax accounting were reclassified. The following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character:

 

  Paid-in Capital  Total Distributable Earnings 
Kansas Tax-Exempt Bond Fund $(94) $94 

 

Components of Distributable Earnings: At September 30, 2021, components of distributable earnings were as follows:

 

  Kansas Tax-Exempt Bond Fund 
Undistributed ordinary income $1,554 
Tax-Exempt Undistributed Income  347,463 
Accumulated capital gains  145,779 
Net unrealized appreciation  8,460,612 
Other cumulative effect of timing differences(a)  (267,785)
Total $8,687,623 

 

(a) Related to distributions payable at year end.

 

4. SECURITIES TRANSACTIONS

 

 

Purchases and sales of securities, excluding short-term securities, during the year ended September 30, 2021, were as follows:

 

  Purchases of Securities  Proceeds from Sales of Securities 
Kansas Tax-Exempt Bond Fund $22,301,123  $14,556,311 

 

5. BENEFICIAL SHARE TRANSACTIONS

 

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Fund have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Shares have no pre-emptive rights. Neither the Fund nor any of their creditors have the right to require shareholders to pay any additional amounts solely because the shareholder owns the shares.

 
20

 

 

Carret Kansas Tax-Exempt Bond FundNotes to Financial Statements
 September 30, 2021

 

Transactions in common shares were as follows:

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
       
Carret Kansas Tax-Exempt Bond Fund        
Institutional Class        
Shares sold  2,350,154   2,553,184 
Shares issued in reinvestment of distributions to shareholders  14,189   39,093 
Shares redeemed  (2,155,561)  (2,923,375)
Net increase/(decrease) in shares outstanding  208,782   (331,098)
Class A        
Shares sold  2,833   26,220 
Shares issued in reinvestment of distributions to shareholders  4,531   6,578 
Shares redeemed  (45,094)  (29,595)
Net increase/(decrease) in shares outstanding  (37,730)  3,203 

 

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. Approximately 93% of the shares outstanding of the Fund are owned by one omnibus account.

 

6. MANAGEMENT AND RELATED PARTY TRANSACTIONS

 

 

Investment Advisory: Carret Asset Management, LLC, serves as the investment adviser to the Fund. The Adviser, subject to the authority of the Board, is responsible for the overall management and administration of the Fund’s business affairs. The Adviser manages the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations, and investment guidelines established jointly by the Adviser and the Board.

 

Pursuant to the Investment Advisory Agreement (“Advisory Agreement”) with the Adviser, the Fund pays the Adviser an annual management fee of 0.30% based on the Fund’s average daily net assets. The management fee is paid on a monthly basis. The current term of the Advisory Agreement is one year. And the Board may extend the Advisory Agreement for additional one-year terms by approval at an in-person meeting called for the purpose of considering such matters. The Board and shareholders of the Fund may terminate the Advisory Agreement upon 60 days’ prior written notice. The Adviser may terminate the Advisory Agreement upon 120 days’ prior written notice.

 

Pursuant to a fee waiver letter agreement (“Fee Waiver Agreement”), the Adviser has contractually agreed to limit the amount of the Total Annual Fund Operating Expenses, exclusive of interest, dividend expense on short sales/interest expense, taxes, brokerage commissions, other investment related costs, acquired fund fees and expenses, distribution service fees (i.e., Rule 12b-1 fees), shareholder service fees, and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of business to 0.48% of the Fund’s average daily net assets for Institutional Class shares and Class A shares. The Fee Waiver Agreement is in effect through January 31, 2022. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the Fee Waiver Agreement only to the extent that the Fund's expenses in later periods do not exceed the lesser of: (1) the contractual expense limit in effect at the time the Adviser waives or limits the expenses; or (2) the contractual expense limit in effect at the time the Adviser seeks to recover the expenses; provided, however, that the Fund will not be obligated to reimburse any such expenses borne by the Adviser more than three years after the date on which the fee or expense was waived or limited or assumed and paid by the Adviser, as calculated on a monthly basis. The Adviser may not discontinue this waiver without the approval by the Board.

 

As of September 30, 2021, the balances of recoupable expenses for the Fund were as follows:

 

Kansas Tax-Exempt Bond Fund Expiring in 2022  Expiring in 2023  Expiring in 2024  Total 
Institutional Class $8,850  $162,771  $141,747  $313,368 
Class A  440   5,702   5,803   11,945 

 

Previously waived fees by Manifold Partners LLC (Advisor prior to September 13, 2019) amounting to $105,073 are not subject to recoupment by Carret.

 

Administrator: ALPS Fund Services, Inc. (“ALPS”) (an affiliate of ALPS Distributors, Inc.) serves as administrator to the Fund. The Fund has agreed to pay expenses incurred in connection with its administrative activities. Pursuant to the Administration, Bookkeeping and Pricing Services Agreement with the Trust, ALPS will provide operational services to the Fund including, but not limited to, fund accounting and fund administration, and will generally assist in the Fund’s operations. The Fund’s administration fee is accrued on a daily basis and paid monthly. The officers of the Trust are employees of ALPS. Administration fees paid by the Fund for the year ended September 30, 2021, are disclosed in the Statement of Operations. ALPS is reimbursed by the Fund for certain out of pocket expenses.

  
Annual Report | September 30, 202121

 

 

Carret Kansas Tax-Exempt Bond FundNotes to Financial Statements
 September 30, 2021

 

Transfer Agent: ALPS serves as transfer agent for the Fund under a Transfer Agency and Services Agreement with the Trust. Under this agreement, ALPS is paid an annual fee for services performed on behalf of the Fund plus fees for open accounts and is reimbursed for certain out-of-pocket expenses.

 

Compliance Services: ALPS provides Chief Compliance Officer services to the Fund to monitor and test the policies and procedures of the Fund in conjunction with requirements under Rule 38a-1 of the 1940 Act pursuant to a Chief Compliance Officer Services Agreement with the Trust. Under this agreement, ALPS is paid an annual fee for services performed on behalf of the Fund and is reimbursed for certain out-of-pocket expenses.

 

Distribution: ALPS Distributors, Inc. (the “Distributor”) (an affiliate of ALPS) acts as the principal underwriter of the Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares of the Fund are offered on a continuous basis through the Distributor, as agent of the Fund. The Distributor is not obligated to sell any particular amount of shares of the Fund and is not entitled to any compensation for its services as the Fund’s principal underwriter pursuant to the Distribution Agreement.

 

The Fund has adopted a shareholder services plan (“Shareholder Services Plan”) for its Class A Shares. Under the Shareholder Services Plan the Fund is authorized to pay banks and their affiliates and other institutions, including broker-dealers and Fund affiliates (“Participating Organizations”), an aggregate fee in an amount not to exceed on an annual basis 0.25% of the average daily net assets of the Fund’s Class A Shares to Participating Organizations as compensation for providing shareholder service activities, which do not include distribution services, pursuant to an agreement with a Participating Organization. Starting as of September 24, 2018, the Board authorized 0.00% to be paid on shareholder servicing fees.

 

The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”) that allows its Class A shares to pay a distribution and service fee, as defined by the Financial Industry Regulatory Authority (“FINRA”), from its assets for selling and distributing its shares. The Fund was permitted to pay distribution and service fees at an annual rate of up to 0.25% of its Class A share assets. Distribution fees paid by the Fund for the year ended September 30, 2021, are disclosed in the Statement of Operations.

 

7. TRUSTEES

 

 

As of September 30, 2021, there were four Trustees, three of whom are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”). The Independent Trustees of the Trust and Interested Trustees who are not currently employed by the Adviser, ALPS or other service providers will receive a quarterly retainer of $13,500, plus $4,000 for each regular Board or Committee meeting attended and $2,000 for each special telephonic or in-person Board or Committee meeting attended. Additionally, the Audit Committee Chair receives a quarterly retainer of $1,250 and the Independent Chair receives a quarterly retainer of $3,250. The Independent Trustees and Interested Trustees who are not currently employed by the Adviser, ALPS or other service providers are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings. Officers of the Trust receive no salary or fees from the Trust. As discussed in Note 6, the Fund pays ALPS an annual fee for compliance services.

 

8. INDEMNIFICATIONS

 

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as such exposure would involve future claims that may be made against the Trust that have not yet occurred.

 

9. SUBSEQUENT EVENTS

 

 

Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

 
22

 

 

 Report of Independent Registered
Carret Kansas Tax-Exempt Bond FundPublic Accounting Firm

 

To the Shareholders of Carret Kansas Tax-Exempt Bond Fund and

Board of Trustees of ALPS Series Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Carret Kansas Tax-Exempt Bond Fund (the “Fund”), a series of ALPS Series Trust, as of September 30, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the four periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial highlights for the years ended October 31, 2017, and prior, were audited by other auditors whose report dated December 28, 2017, expressed an unqualified opinion on those financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2018.

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

November 29, 2021

 

  
Annual Report | September 30, 202123

 

 

 Disclosure Regarding Renewal and
Carret Kansas Tax-Exempt Bond FundApproval of Fund Advisory Agreement
 September 30, 2021 (Unaudited)

 

On August 19, 2021, the Board of Trustees (the “Board”) of ALPS Series Trust (the “Trust”) met in person to discuss, among other things, the renewal and approval of the Investment Advisory Agreement between the Trust and Carret Asset Management, LLC (“Carret”) in accordance with Section 15(c) of the 1940 Act. The independent legal counsel advised the independent Trustees with respect to their responsibilities pertaining to the approval of advisory contracts.

 

In evaluating Carret and the fees charged under the Carret Agreement, the Trustees concluded that no single factor reviewed by the Trustees was identified by the Trustees to be determinative as the principal factor in whether to renew the Carret Agreement. Further, the Independent Trustees were advised by independent legal counsel throughout the process. The following summary does not identify all the matters considered by the Board but provides a summary of the principal matters the Board considered with respect to the Carret Kansas Tax-Exempt Bond Fund (the “Fund”):

 

Nature, Extent and Quality of the Services: The Trustees received and considered information regarding the nature, extent and quality of services provided to the Fund pursuant to the Investment Advisory Agreement. The Trustees reviewed certain background materials supplied by Carret, including Carret’s Form ADV.

 

The Trustees evaluated Carret’s history as an asset manager. They considered the quality of services provided by Carret to the Fund as the current adviser and previously as its sub-adviser. The Trustees discussed the research and decision-making processes utilized by Carret, including the methods adopted to seek to achieve compliance with the investment objective, policies, and restrictions of the Fund.

 

The Trustees considered the background and experience of Carret’s management team, including the qualifications, background, and responsibilities of the portfolio managers primarily responsible for the day-to-day portfolio management of the Fund. The Trustees reviewed the backgrounds of key investment personnel responsible for servicing the Fund and noted their education and diverse financial industry experience. The Trustees also considered the reputation of Carret and its ability to deliver all services required of an adviser. The Trustees considered the Adviser’s commitment to providing high quality service to the Fund, as observed by the Trustees in their interaction with Adviser personnel and confirmed by the officers of the Fund.

 

Performance: The Trustees discussed the Fund’s performance as compared to its benchmark and a third-party provided peer group. They noted that the Fund achieved positive returns in each of the periods presented with returns similar to that of the peer funds. They discussed that the Fund trailed the benchmark index over the 1-, 3-, and 5-year periods but outperformed since the Fund’s inception. The Trustees acknowledged Carret’s dedication to providing a portfolio limited primarily to Kansas municipal bonds, consistent with the mandate of the Fund’s strategy.

 

The Adviser’s Profitability: The Trustees received and considered information related to Carret’s profitability with respect to its relationship with the Fund. They noted that the Adviser reported a profit in each of the two previous years. The Trustees considered the level of profit earn by the Adviser and determined it was not excessive either in terms of a total dollar amount or as a percentage of gross revenue earned. The Trustees considered the impact of the expense limitation agreement with respect to the Adviser’s profits earned. The Trustees then reviewed and discussed Carret’s financial statements to analyze Carret’s financial condition and stability.

 

Economies of Scale: The Trustees considered whether economies of scale had been reached with respect to the Adviser’s management of the Fund. They recognized the benefits received by shareholders from the expense limitation agreement in place. They also considered that Fund shareholders benefit from the current scale of Carret’s advisory business, which affords opportunities in terms of execution, access to markets, and similar benefits of institutional investing, but that the Fund’s assets under management would likely not result in material additional economies of scale for Carret.

 

Other Benefits to the Adviser: The Trustees reviewed and considered any other incidental benefits derived by Carret from its relationship with the Fund, including research and other support services.

 

Having requested and reviewed such information from Carret as the Board believed to be reasonably necessary to evaluate the terms of the Carret Agreement, the Trustees, including all the Independent Trustees, concluded that the compensation of Carret was appropriate under the Carret Agreement and the renewal of the Carret Agreement was in the best interests of the Carret Fund and its shareholders.

 
24

 

 

Carret Kansas Tax-Exempt Bond FundAdditional Information
 September 30, 2021 (Unaudited)

 

1. PROXY VOTING POLICIES AND VOTING RECORD

 

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, (i) by calling the Fund (toll-free) at 1-833-287-7933 or (ii) on the website of the Securities and Exchange Commission (“SEC”) at http://www.sec.gov.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling the Fund (toll-free) at 1-833-287-7933 or (ii) on the SEC’s website at http://www.sec.gov.

 

2. PORTFOLIO HOLDINGS

 

 

The Fund’s portfolio holdings are made available semi-annually in shareholder reports within 60 days after the close of the period for which the report is being made, as required by federal securities laws. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov. The Fund’s portfolio holdings are also available upon request, without charge, by calling (toll-free) 1-833-287-7933 or by writing to Carret Asset Management at 320 Park Avenue, 18th Floor, New York, New York 10022.

 

3. SHAREHOLDER PROXY RESULTS

 

 

At a Special Meeting of Shareholders of the ALPS Series Trust, held on April 12, 2021, shareholders of record as of the close of business on March 1, 2021 voted to approve the following proposals:

 

Proposal 1: To elect Ward D. Armstrong to serve on the Board of Trustees until his resignation, retirement, death or removal or until his successor is duly elected and qualified.

 

  Shares Voted In Favor  Shares Voted Against or Abstentions 
  162,259,659   244,729 

 

Proposal 2: To elect Bradley J. Swenson to serve on the Board of Trustees until his resignation, retirement, death or removal or until his successor is duly elected and qualified.

 

  Shares Voted In Favor  Shares Voted Against or Abstentions 
  162,281,980   222,408 

 

4. TAX DESIGNATIONS

 

 

For the year ended September 30, 2021, pursuant to Section 852(b)(3) of the Internal Revenue Code, American Independence Kansas Tax Exempt Bond Fund did designate $5,864 as long-term capital gain dividends.

 

For the year ended September 30, 2021, 99.79% of the distributions from net investment income for American Independence Kansas Tax Exempt Bond Fund are exempt from federal income tax.

 

  
Annual Report | September 30, 202125

 

 

 Liquidity Risk Management
Carret Kansas Tax-Exempt Bond FundProgram Disclosure
 September 30, 2021 (Unaudited)

 

The ALPS Series Trust (the “Trust”) has established a liquidity risk management program (the “Program”) to govern the Trust’s approach to managing liquidity risk for each fund in the series (each a “Fund”). The Program is overseen by the Liquidity Committee (the “Committee”), a committee comprised of representatives of the Trust and ALPS | SS&C. The Trust’s Board of Trustees (the “Board”) has approved the designation of the Committee to oversee the Program.

 

The Program’s principal objectives include supporting each Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that a Fund will be unable to meet its redemption obligations in a timely manner. The Program also includes a number of elements that support the management and assessment of liquidity risk, including, among others, an annual assessment of factors that influence a Fund’s liquidity the periodic classification and re-classification of the Fund’s investments into groupings that reflect the Committee’s assessment of their relative liquidity under both current market conditions and reasonably foreseeable stressed conditions, as well as minimum levels of highly liquid investments.

 

At a meeting that occurred on May 20, 2021, the Board received a report from the Committee that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation. The report revealed that, during the period covered by the report, there were no liquidity events that impacted the Funds or their ability to timely meet redemptions without dilution to existing shareholders. The report further discussed the liquidity classification methodology of each Fund, the effectiveness of the operation of certain Funds’ Highly Liquid Investment Minimum (“HLIM”) where applicable, and the liquidity classification of each Fund’s investments over the period. The report further noted that no material changes have been made to the Program since its implementation. The report provided to the Board included a conclusion that the Program appeared to be reasonably designed and operated effectively during the review period.

 

 
26

 

 

Carret Kansas Tax-Exempt Bond FundPrivacy Policy
 September 30, 2021 (Unaudited)

 

FACTSWHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?
WHY?Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do.
WHAT?The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 ·   Social Security number and account transactions
 ·   Account balances and transaction history
 ·   Wire transfer instructions
HOW?All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information, the reasons a Fund chooses to share, and whether you can limit this sharing.

 

REASONS WE CAN SHARE YOUR PERSONAL INFORMATIONDO THE FUNDS SHARE?CAN YOU LIMIT THIS SHARING?

For our everyday business purposes

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

YesNo

For our marketing purposes –

to offer our products and services to you

NoWe do not share.
For joint marketing with other financial companiesNoWe do not share.

For our affiliates’ everyday business purposes –

information about your transactions and experiences

YesNo

For our affiliates’ everyday business purposes –

information about your creditworthiness

NoWe do not share.
For non-affiliates to market to youNoWe do not share.
QUESTIONS?Call 1-833-287-7933.  

 

  
Annual Report | September 30, 202127

 

 

Carret Kansas Tax-Exempt Bond FundPrivacy Policy
 September 30, 2021 (Unaudited)

 

WHO WE ARE 
Who is providing this notice?Carret Kansas Tax-Exempt Bond Fund (the “Fund”)
WHAT WE DO 
How does the Fund protect my personal information?To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does the Fund collect my personal information?

We collect your personal information, for example, when you

·   open an account

·   provide account information or give us your contact information

·   make a wire transfer or deposit money

Why can’t I limit all sharing?

Federal law gives you the right to limit only

·   sharing for affiliates’ everyday business purposes-information about your creditworthiness

·   affiliates from using your information to market to you

·   sharing for non-affiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

DEFINITIONS 
AffiliatesCompanies related by common ownership or control. They can be financial and nonfinancial companies.
Non-affiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

·   The Fund does not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

·   The Fund does not jointly market.

OTHER IMPORTANT INFORMATION
California ResidentsIf your account has a California home address, your personal information will not be disclosed to nonaffiliated third parties except as permitted by applicable California law, and we will limit sharing such personal information with our affiliates to comply with California privacy laws that apply to us.

 

  
28 

 

 

Carret Kansas Tax-Exempt Bond FundTrustees & Officers
 September 30, 2021 (Unaudited)

 

INDEPENDENT TRUSTEES

 

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***

Ward D. Armstrong,

Birth year: 1954

Trustee and ChairmanMr. Armstrong was appointed to the Board on May 27, 2016. Mr. Armstrong was appointed Chairman of the Board at the August 24, 2017 meeting of the Board of Trustees.Mr. Armstrong is currently retired. From February 2010 to July 2015, he was Co-Founder and Managing Partner of NorthRock Partners, a private wealth advisory firm providing comprehensive wealth management and family office services to the high net-worth marketplace. Previously, he was Senior Vice President, Ameriprise Financial (1984 to 2007); Chairman of Ameriprise Trust Company (1996 to 2007) and President, American Express Institutional Asset Management (2002 to 2004). He has also served on several investment related Boards including Kenwood Capital Management, RiverSource Investments, American Express Asset Management International and was Chair of the Ordway Theatre Endowment Committee.11Mr. Armstrong is a Director of the Heartland Group, Inc. (3 funds).

J. Wayne Hutchens,

Birth year: 1944

TrusteeMr. Hutchens was elected to the Board on October 30, 2012.Mr. Hutchens is currently retired. From 2000 to January 2020, he served as Trustee of the Denver Museum of Nature and Science and from May 2012 to February 2020, he served as Trustee of Children’s Hospital Colorado. From April 2006 to December 2012, he served as President and CEO of the University of Colorado (CU) Foundation and from April 2009 to December 2012, he was Executive Director of the CU Real Estate Foundation. Mr. Hutchens is also Director of AMG National Trust Bank (June 2012 to present). Prior to these positions, Mr. Hutchens spent 29 years in the banking industry, retiring as Chairman of Chase Bank Colorado.11Mr. Hutchens is a Director of RiverNorth Opportunities Fund, Inc. (2013 to present), RiverNorth Opportunistic Municipal Income Fund, Inc. (2018 to present), RiverNorth/Doubleline Strategic Opportunity Fund, Inc. (2018 to present), RiverNorth Specialty Finance Corporation (2018 to present), RiverNorth Managed Duration Municipal Income Fund, Inc. (2019 to present), RiverNorth Flexible Municipal Income Fund, Inc. (2020 to present). He is an Advisory Board member of RiverNorth Funds (3 funds) (2020 to present).

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.

 

  
Annual Report | September 30, 202129

 

 

Carret Kansas Tax-Exempt Bond FundTrustees & Officers
 September 30, 2021 (Unaudited)

 

INDEPENDENT TRUSTEES

 

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
Patrick Seese, Birth year: 1971TrusteeMr. Seese was elected to the Board on October 30, 2012.Mr. Seese is an owner and a Managing Director of Integris Partners, a middle-market investment banking firm serving closely-held companies, financial sponsors and public companies (February 2008 to present). Prior to this, Mr. Seese was a Managing Director of Headwaters MB, a middle-market investing banking firm (December 2003 to February 2008). Prior to that, Mr. Seese worked in Credit Suisse First Boston’s Mergers and Acquisitions Group and served as Head of Corporation Development, Katy Industries, a publicly traded industrial and consumer products company and at Deloitte & Touche LLP, where he began his career in 1994.11Mr. Seese is a Director of The Mile High Five Foundation (2013 to present) and SJ Panthers Foundation (2016 to present).
Merrillyn J. Kosier, Birth year: 1959TrusteeMs. Kosier was elected to the Board on November 17, 2021.Ms. Kosier retired from Ariel Investments as Executive Vice President in 2019. During her tenure at Ariel Investments, she served as Chief Marketing Officer, Ariel Mutual Funds since 2007; Trustee for Ariel Investment Trust since 2003 and President of Ariel Distributors, LLC since 2002. From 2006 to present, she has served as Trustee at the Harris Theater For Music and Dance (not-for-profit organization) and is currently Executive Vice Chair.11Ms. Kosier is Board Director at the Arts Club of Chicago (2021 to present).

 

INTERESTED TRUSTEE

 

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***Number of Funds in Fund Complex Overseen by Trustee****Other Directorships Held by Trustee During Past 5 Years***
Bradley J. Swenson, Birth year: 1972TrusteeMr. Swenson was elected to the Board on April 12, 2021.Mr. Swenson joined ALPS Fund Services, Inc. (“ALPS”) in 2004 and had served as its President since June 2019 until June 2021. In this role, he served as an officer to certain other closed-end and open-end investment companies. He previously served as the Chief Operating Officer of ALPS (2015-2019). Mr. Swenson also previously served as Chief Compliance Officer to ALPS, its affiliated entities, and to certain ETF, closed-end and open-end investment companies (2004-2015).11None

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.
 
30

 

 

Carret Kansas Tax-Exempt Bond FundTrustees & Officers
 September 30, 2021 (Unaudited)

 

OFFICERS

 

 

Name, Birth Year & Address*Position(s) Held with FundTerm of Office and Length of Time Served**Principal Occupation(s) During Past 5 Years***

Dawn Cotten

Birth year: 1977

PresidentSince June 2021Ms. Cotten joined ALPS in 2009 and is currently Senior Vice President of Fund Administration and Relationship Management of ALPS. She has served in that role since January 2020. Prior to that, Ms. Cotten served as Senior Vice President (2017-2020) and Vice President of ALPS Relationship Management (2013-2017).

Erich Rettinger

Birth year: 1985

TreasurerSince August 2020Mr. Rettinger joined ALPS in 2007 and is currently Vice President and Fund Controller of ALPS. He has served as Fund Controller of ALPS (since 2013) and Fund Accounting of ALPS (2013-2017). He also served as Assistant Treasurer of the Trust (May 2019-August 2020). Mr. Rettinger is also Treasurer of the Clough Long/Short Equity Fund, Clough Global Opportunities Fund, Clough Global Dividend and Income Fund and Clough Global Equity Fund. Mr. Rettinger is also Assistant Treasurer of the Stone Harbor Investment Funds.

Patrick Rogers+

Birth year: 1966

SecretarySince November 2021Mr. Rogers has served as Senior Legal Counsel of ALPS since September 2021 and previously served as Compliance Counsel for Mercer Advisors from 2018 to 2021 and Contract Attorney for CACI, Inc. from 2014 to 2018.

Anne M. Berg

Birth year: 1973

Assistant SecretarySince August 2018Ms. Berg joined ALPS as Senior Investment Company Act Paralegal in February 2017. Prior to joining ALPS, she was a Senior Legal Manager at Janus Capital Management LLC (2000-2017).

Lucas D. Foss

Birth year: 1977

Chief Compliance OfficerSince January 2018Mr. Foss rejoined ALPS in November 2017 as Vice President and Deputy Chief Compliance Officer. Prior to his current role, Mr. Foss served as the Director of Compliance at Transamerica Asset Management (2015- 2017) and Deputy Chief Compliance Officer at ALPS (2012- 2015). Mr. Foss is also CCO of X-Square Balanced Fund, Goehring & Rozencwajg Investment Funds, Broadstone Real Estate Access Fund, Inc., Clough Global Funds; Clough Funds Trust; SPDR® S&P 500® ETF Trust, SPDR® Dow Jones® Industrial Average ETF Trust, SPDR® S&P MIDCAP 400® ETF Trust and 1WS Credit Income Fund.

 

*All communications to Trustees and Officers may be directed to ALPS Series Trust c/o 1290 Broadway, Suite 1000, Denver, CO 80203.
**This is the period for which the Trustee or Officer began serving the Trust. Each Trustee serves an indefinite term, until such Trustee’s successor is elected and appointed, or such Trustee resigns or is deceased. Officers are elected on an annual basis.
***Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
****The Fund Complex currently consists of 11 series of the Trust.
+Appointed November 18, 2021

 

Additional information about members of the Board of Trustees and officers of the Trust is available in the Statement of Additional Information and is available, without charge, upon request, by calling the Fund (toll-free) at 1-833-287-7933.

 

  
Annual Report | September 30, 202131

 

 

 

 

This material must be preceded or accompanied by a prospectus.

The Carret Kansas Tax-Exempt Bond Fund is distributed by ALPS Distributors, Inc

 

 

 

 

 

 

 
 

Table of Contents

 

 

 

Shareholder Letter2
Portfolio Update 
Clarkston Partners Fund10
Clarkston Fund16
Clarkston Founders Fund22
Disclosure of Fund Expenses28
Portfolios of Investments 
Clarkston Partners Fund30
Clarkston Fund32
Clarkston Founders Fund34
Statements of Assets and Liabilities36
Statements of Operations37
Statements of Changes in Net Assets 
Clarkston Partners Fund38
Clarkston Fund39
Clarkston Founders Fund40
Financial Highlights42
Notes to Financial Statements53
Report of Independent Registered Public Accounting Firm64
Additional Information65
Liquidity Risk Management Program67
Privacy Policy68
Trustees and Officers71

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

Dear Shareholder:

 

The hallmark of wisdom is the ability to recognize what one can control, and what one cannot. We cannot control what other investors believe, how their emotions influence their behavior, and how they ultimately engage with the market. The tides of the market are ceaseless and capricious, tumultuously battering stock prices, and therefore short-term performance. We cannot command the waves, but we can choose which ship to set sail upon and which course to charter. If the businesses we purchase are the ships in our travels, we seek high quality in an attempt to identify endurance and excellence. Equally important and controllable is the navigation, or price paid, for even the best ship is doomed without a valuable compass and map. While the novice traveler may cling to a quality vessel or a treasured map, the wise captain understands the disciplined adherence to both transcends all environments. Our observations lead us to believe many investors have abandoned this approach in fear of missing passage on the next trendy liner. As stewards of the Clarkston Funds shareholders’ capital, we seek to purchase quality businesses at values we consider well-positioned to potentially deliver strong absolute returns. And while the seas may have been rough more recently, we believe these short-term conditions will have a smaller impact on our long-term journey. We are eternally grateful for the Clarkston Funds shareholders’ persistent support and philosophical alignment. With modest pride, the Institutional Class of the Clarkston Partners Fund, Clarkston Founders Fund and Clarkston Fund have generated annualized since-inception1 returns of 10.77%, 10.85% and 11.13%, respectively, through September 30, 2021.

 

This year has showcased the manic short-term waves of market swings. For example, from January 1 through May 13, 2021, the Partners Fund – Institutional Class gained 19.35%, outperforming the Russell 2500TM Index, the Partners Fund’s benchmark, by 8.13%. From January 1 through September 30, 2021, the Partners Fund – Institutional Class was up only 5.11% versus 13.83% for the Russell 2500TM Index, meaning that, from May 13 through September 30, 2021, the Partners Fund – Institutional Class was down -11.94% at the same time the Russell 2500TM Index was up 2.35%. For additional details regarding the Funds’ performance, please see the individual Fund discussions that follow. While these details present a relative picture over the short-term, our focus remains on the long-term destination. The average market participant has a holding period of about five and a half months.2 For the Partners Fund, the average holding period is over six years.3 This differential leads to very different areas of focus. On the short end, quarterly earnings, headlines, macro events and sentiment drive price returns. On the end of the spectrum that Clarkston Capital focuses on, we believe underlying fundamentals, competitive positioning, and capital allocation are the primary drivers of returns over long periods. We believe these long-term drivers simply do not oscillate on short term price movements. As such, we do not consider transient price-to-value dislocations to be an injury, but an opportunity and at times, a necessary discomfort for further investment.

 

Although tides of the market are high right now, we are pleased with the Funds’ fleet of investments. We believe each name held in the Clarkston Funds is a high-quality business exhibiting strong fundamentals and trading at an attractive valuation, positioning the Funds to potentially deliver strong absolute returns going forward. Outside the Clarkston Funds’ portfolios, but within our opportunity set, we believe quality exists, though low free cash flow (“FCF”) yields4 indicate substantial growth must continue in order to deliver attractive returns. Worth mentioning is the continued multiple expansion5 within the growth and technology sectors. While many of these businesses fall outside of our core competencies, in our view base rates and historical precedents indicate potential difficulties of fundamentals catching prices in the coming years.

 

2www.clarkstonfunds.com

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

As a reminder, we value businesses via a “cash-on-cash” returns model with two components. The first component of our investment philosophy is based on the assumption that the estimated internal rate of return (“IRR”) an owner of a business can expect to earn over a long-term holding period is equal to the sum of the FCF yield and the growth rate of FCF. Important to note is the purposely omitted multiple expansion (or contraction), a source (or use) of returns we view as unsustainable. Each investment we make in the Clarkston Funds is subject to an absolute hurdle rate6 plus an appropriate “cushion” or “margin of safety”7 based on the individual risk of each investment. In other words, we typically will not initiate a new investment until the established IRR is “comfortably” greater than our hurdle rate.

 

To further illustrate and using the Clarkston Partners Fund as an example, as of September 30, 2021, the FCF yield of the Clarkston Partners Fund portfolio was 7.70% versus 3.70% for the Clarkston Bench8 and 2.70% for the average business in the Russell 2500 technology sector, a proxy for the high growth segment of the overall market. Therefore, the average businesses on the Clarkston Bench and in the Russell 2500 technology sector would have to have an estimated FCF growth rate greater than that of the holdings in the Clarkston Partners Fund portfolio to qualify, under Clarkston Capital’s valuation process, as an equally attractive investment. While not impossible, we generally see these FCF growth rates as difficult to achieve and may lead to subpar results.

 

Avoiding “pricey” growth investments has made for the Funds’ relative underperformance in the short-term: a mark for which we are unremorseful, as we believe absolute returns and forward-looking expectations remain strong. Another pillar of our confidence is built on our guiding principles. We believe fundamentals drive business value over the long-term and the price paid drives shareholder returns. A concept we see being stretched excessively by so many investors today by conflating the value of a business with the price of its shares. In fact, when we find our IRR hurdle rate to be prudently unavailable, we have made the resolute decision to hold cash.

 

Share price is a function of the price at which marginal buyers and sellers agree to transact. This price, therefore, may or may not reflect the underlying value of the business because factors such as emotion or sentiment can drive the investment decisions made by these marginal players. Common sense tells us these superfluous factors have no bearing on a business’s ability to generate and grow FCF. Said another way, share price is not always reflective of the value of a business. Value is a function of the future cash flows a business will generate during its “life”. These cash flows are driven by the fundamentals of a business. Qualitatively, we spend much of our analysis focused on these drivers and how we expect them to materialize over the “life” of our investment horizon. This is paramount as we believe the price of a business will eventually converge to the value. Therefore, in our view the true challenge we face is not in temporary price-to-value discrepancies – though we do appreciate how incentive structures, social proof, and short feedback loops can influence myopic behavior – but instead, incorrectly appraising the intrinsic value of the businesses held in the Clarkston Funds.

 

At Clarkston, our ability to manage capital according to our Quality Value philosophy is multifaceted. It begins with a temperament inherently backed by courage and patience. Deep knowledge of a concentrated portfolio of businesses gives us confidence in our capabilities. And a long time horizon allows for our theses to successfully converge.

 

Annual Report  |  September 30, 20213

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

Fundamentals

 

The prior preponderance of this letter illustrates Clarkston Capital’s framework for investment selection. What is hopefully evident is the long-term focus on fundamentals necessary to seek to provide independent paths of sustainable shareholder returns. The remaining content uses topical portfolio holdings as examples of potentially improving fundamental drivers. We look at the competitive positioning of food distributors, the underappreciated growth of LPL Financial Holdings, Inc. (LPL), execution and refocusing with Nielsen Holdings Plc (NLSN) and Stericycle, Inc. (SRCL), leveraged capital allocation of Hillenbrand, Inc. (HI), and updates on the accelerated value recognition of Change Healthcare, Inc. (CHNG). While examining these businesses, we highlight perceived challenges and how we believe that gives Clarkston Capital an opportunity, albeit necessarily unpopular and time agnostic, for attractive absolute returns.

 

Sysco Corporation (SYY) and US Foods Holding Corp. (USFD)

Sysco and US Foods are the two largest food distributors in the United States. Together, they control around 26% of the nearly $300 billion U.S. food distribution market. The remaining market share is divided among one other national distributor, a handful of regional distributors, and around 15,000 local distributors. The past 18 months have been the most difficult in the industry’s history. Restaurant customers were forced to close or operate at less than 100% capacity for extended periods of time, travel, hospitality, healthcare, and education customers experienced significant reductions in foot traffic, and labor constraints and food cost inflation pressured supply chains. In many regions, these are ongoing challenges. We believe the short-term headwinds have and will continue to have a positive effect on Sysco’s and US Foods’ competitive positions relative to peers. Our confidence in their long-term prospects stems from two sources: our belief that their technological capabilities are superior to those of industry peers and that they are well positioned to invest ahead of the recovery.

 

In our opinion, Sysco and US Foods have been at the forefront of technological investment in their industry. What is cutting edge technology in food distribution may seem rudimentary compared to other industries. Mobile ordering, real time pricing, inventory management, and personalized order suggestions are just some of the technology tools the large distributors offer. The benefits of these tools have driven new business wins, increased wallet share with existing customers, and lowered customer churn.

 

During the initial months of the pandemic, when most jurisdictions mandated a closure of indoor dining, industry volumes fell precipitously. We, like many, predicted that distributors without the balance sheet to endure the environment would struggle. There was some carnage, most notably a bankruptcy of one of the largest regional distributors, but smaller distributors fared better than expected. The snap-back in demand may prove more arduous, however. When revenues are declining, inventories and accounts receivables are depleted, providing a boon to cash flow. As revenues increase, the opposite occurs, creating the need for significant working capital investment. Furthermore, staff levels were reduced during 2020 to rationalize the cost structure to a level appropriate with the reduction in volumes. This must also reverse to accommodate the recovering environment. Both Sysco and US Foods proactively invested in these areas, well ahead of the recovery. The data suggests these were wise investments, as Sysco and US Foods took market share over the nine months ended September 30, 2021.

 

4www.clarkstonfunds.com

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

LPL Financial Holdings, Inc. (LPLA)

In our opinion, LPL has been a successful investment from both a performance and process perspective. This brief case study highlights the underappreciated growth component of our thesis playing out over a multiyear holding period using the Clarkston Partners Fund as an example.

 

The Clarkston Partners Fund first initiated a position in LPL in December of 2015. Shortly after, a myriad of largely external factors drove the share price lower leading to subsequent purchases. Underpinning our underwriting case was a high but conservative FCF growth rate estimate. Our view started with volume growth of assets on LPL’s platform. We believe secular organic flows are critical from a qualitative proof point and experienced a noticeable and sustainable step-up from much needed technology investments and cultural realignment. In our opinion, the volume growth from structural capital market appreciation is highly attractive given the lack of parallel expenses. While LPL was not immune to typical industry pricing headwinds, the negative effects were less pronounced due to a favorable business mix shifting from brokerage to advisory assets and a brief pocket of elevated interest rates. Combined and enhanced with operating leverage, these factors produced a low double digit growth rate in free cash flow. These results, in conjunction with attractive mergers and acquisitions (“M&A”) activity, surpassed our estimates, resulting in subsequent and positive updates to our valuation. We estimate the growth in normalized organic FCF since the position was initiated in the Partners Fund through September 30, 2021, was approximately 20% annualized.

 

We believe our long-term commitment to fundamentals allowed for the growth drivers of LPL to materialize. The Company’s continued execution, acceleration, and distancing from competitors has only increased our conviction. The market’s lack of acknowledgement (in the form of a lower FCF yield) of structural and secular growth drivers lead us to believe the Fund held a high-quality business at an attractive valuation through the reporting period.

 

Nielsen Holdings Plc (NLSN)

The past six months have been riddled with news articles detailing media networks’ dissatisfaction with Nielsen’s ratings. The criticism surrounds Nielsen’s measurement adjustments during the COVID pandemic. At the beginning of the pandemic, the Company made the decision to not enter panelists’ homes to protect the health and safety of the panelists and Nielsen employees. This decision limited new panel recruitment as well as existing panelist maintenance. The results of these actions were found to have potentially affected ratings in the range of 2%-6%, and ultimately led to the Media Ratings Council (“MRC”) – an organization that manages accreditation for media measurement – to suspend Nielsen’s accreditation.

 

Nielsen began to work hard to address the issues raised and to re-gain accreditation status from the MRC. It has since re-entered panelists’ homes to fix technical issues as well as recruit new panelists. It acknowledged a need to be more transparent regarding future changes to measurement. Despite the turmoil, media publishers and advertisers continued to transact using Nielsen in the most recent upfronts, where large portions of annual advertising inventory are bought and sold. This is a testament to the importance of Nielsen’s role in media transactions, as well as the trust it has accrued from industry constituents over decades of measurement integrity.

 

Much has been accomplished over the last 12 months. Nielsen completed the sale of Global Connect to Advent International, creating a streamlined organization focused on media. The proceeds from the sale were used to strengthen the balance sheet, reducing leverage (debt divided by earnings before interest, taxes, depreciation and amortization (“EBITDA”)) from 4.1x to 3.6x. The EBITDA margin profile improved from the low 30% range to north of 40%. Recurring revenue increased from 70% to 80%. Nielsen introduced a new cross-media measurement currency: Nielsen ONE. The rollout of Nielsen ONE has gone as planned and Nielsen has secured important partnerships and client endorsements around the new currency. Meaningful investments have been made to upgrade the technology infrastructure. And the organic growth of the business has accelerated each quarter, a byproduct of a more focused business. We believe that Nielsen must continue to execute and shepherd the adoption of Nielsen ONE and work hard to restore any trust and credibility that may have been lost over the last six months.

 

Annual Report  |  September 30, 20215

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

Stericycle, Inc. (SRCL)

Stericycle, in our opinion, is a high-quality business that is facing temporary challenges. Prior to the Clarkston Funds initiating a position in Stericycle, Stericycle’s management began acquiring businesses outside of its core competency. As a result, the business became more operationally complex and exposed to more cyclicality in its end markets. In addition, a portion of the core regulated medical waste business has faced pricing headwinds from certain customer segments. These new acquisitions, along with past practices gone unnoticed, led to operational challenges, increasing debt levels, and deteriorating economics. To counter these issues, management laid out a Business Transformation plan to streamline the business operations, implement a new enterprise resource planning (“ERP”) system, and divest non-core assets. We believe that the transformation plan spend, pricing issues, and end-market cyclicality are temporarily suppressing cash earnings, which obscures the quality of the core businesses.

 

It is our opinion that Regulated Medical Waste and Document Destruction are both competitively advantaged. Stericycle enjoys an approximate 30% market share in the ~$2.5B U.S. medical waste industry which is supported by 10 incinerators that are difficult to replicate due to the onerous permitting process. It also enjoys an approximate 50% market share in the ~$1.5B U.S. domestic document destruction industry where most of the competition is still highly fragmented. Because these addressable markets are small and offer only moderate growth, they do not attract much competition. Those that choose to compete are met with highly competitive barriers and have trouble garnering enough share or route density to compete with Stericycle, let alone generate a profit.

 

Led by a new management team, including CEO, CFO, and eight other executives, Stericycle has simplified the business. Since 2016, the company made 14 divestitures (11 since 2018), raising over $650M, and de-levered approximately two turns of net debt to EBITDA.

 

Hillenbrand, Inc. (HI)

Several recent purchases in the Clarkston Funds have been directed towards companies with elevated debt levels. On the surface, it may seem that we are growing comfortable with businesses that take on excessive debt, but this is not the case. Our decision to invest in these businesses was more thoughtful and deliberate. We are only comfortable investing in companies with higher debt when:

 

1.the debt proceeds are allocated in a way that we believe increases the value of the business,

 

6www.clarkstonfunds.com

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

2.the business, in all economic environments, generates ample cash flow to service the debt, and
3.the business has proven it has the capacity and intentions of reducing debt to reasonable levels.

 

Hillenbrand is an example of a business that met all three of these requirements. In its first fiscal quarter of 2020, Hillenbrand closed on its largest acquisition ever, Milacron Holdings Corp. The Company funded the acquisition with debt, which drove leverage up from approximately 0.7x to 3.8x. We supported the value additive deal because it significantly expanded Hillenbrand’s presence in the attractive plastics processing value chain and further diversified the Company away from the slow growing Batesville casket business.

 

Hillenbrand’s diverse business mix mitigated the impact of COVID-19 and highlighted the resilience of its earning power. The Company quickly and aggressively reduced net leverage by more than two times EBITDA by the end of its fiscal third quarter 2021. In our view, Hillenbrand’s success in rapidly de-levering its balance sheet was due to a combination of factors including the following:

 

·A spike in COVID-19 related deaths bolstered the casket business and drove high incremental margins resulting in a windfall of cash.
·The realization of Milacron synergies combined with tight expense and working capital management protected Hillenbrand’s profitability and cash flow.
·The sale of non-core businesses (Cimcool, Red Valve, Abel Pump).

 

Hillenbrand’s rapid debt paydown provided the Company with increased financial flexibility.

 

Change Healthcare, Inc. (CHNG)

On January 6, 2021, UnitedHealth Group Incorporated agreed to acquire Change Healthcare for $25.75 per share for a total consideration of about $8 billion. Based on internal analysis and early conversations with management, we initially expected the deal to close in the second half of 2021. However, rumors that the Department of Justice (“DOJ”) was considering a lawsuit to block the transaction began surfacing mid-summer.

 

On August 7, 2021, Change and UnitedHealth reached a timing agreement with the DOJ not to consummate the merger before 120 days have passed after certifying compliance with the agency’s request for additional information related to the merger. They also agreed to not certify compliance before September 15, 2021. This pushes the closing of the deal, if it is consummated, to no sooner than January 13, 2022. Still, we believe there is a high probability, albeit lower than we estimated in early 2021, the transaction closes in 2022. Our confidence hinges on the requirement that UnitedHealth can only call off the deal if the government mandated asset sales exceed $650M, or ~20% of Change's revenue.

 

As of September 30, 2021, Change’s shares traded near a 20% discount to the $25.75 per share takeout price, reflecting this uncertainty around the regulatory approval process. If the deal closes, the investment will realize an attractive return to investors in an environment where attractive values are difficult to find. Even If the deal is blocked by the DOJ, in our estimation Change remains a high-quality technology business positioned to capitalize on its critical role in the healthcare ecosystem trading at an attractive valuation. Additionally, as we have waited for a resolution on the deal, Change has continued to grow and improve its business fundamentals. It has restored revenue and EBTIDA to pre-COVID-19 levels, net debt has been reduced by approximately $45M, and the Company continues to win new contracts even as it awaits resolution of the deal. We believe the continued execution of the business and increasingly attractive economics are not being reflected in the share price as we continue to wait for a determination that should benefit shareholders regardless of the decision.

 

Annual Report  |  September 30, 20217

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

We thank you for your continued confidence in the Clarkston Funds and we hope you stay safe and well.

 

Thank you,

 

Jeffrey A. Hakala, CFA, CPAJerry W. Hakala, CFA

 

1The inception dates of the Institutional Classes of the Clarkston Partners Fund, the Clarkston Founders Fund, and the Clarkston Fund are 9/15/15, 1/31/17, and 4/1/16, respectively.
2Average holding period as calculated by Reuters based on New York Stock Exchange data in June of 2020. Source: Reuters article dated August 3, 2020, “Buy, sell, repeat! No room for ‘hold’ in whipsawing markets”.
3Based on the average annual portfolio turnover rate of the Clarkston Partners Fund since inception.
4Free Cash Flow Yield is a company’s free cash flow divided by its market value, which is intended to capture Clarkston Capital's estimate of a company’s “normalized” free cash flow generation.
5Multiple Expansion refers to a period when investors' perceptions improve, and as a result, they are willing to pay more for a dollar's worth of earnings.
6Hurdle Rate is Clarkston Capital's internal return target for a company's minimum estimated IRR in order for that company to be considered for inclusion in a Fund's portfolio.
7We believe a margin of safety exists when there is a significant discount to our estimate of intrinsic value at the time of purchase.
8Clarkston Bench companies are the businesses that we have determined meet our quality standards and are eligible for portfolio inclusion when the price of the stock meets our valuation standards.

 

8www.clarkstonfunds.com

 
 

Clarkston FundsShareholder Letter
 September 30, 2021 (Unaudited)

 

Past performance does not guarantee future results. The views and information discussed in this letter are as of the date of publication, are subject to change, and may not reflect the writer’s current views. The views expressed are those of Clarkston Capital Partners, LLC, the investment adviser to the Clarkston Funds, and represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. The information provided does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of any securities or any sectors mentioned in this letter. The subject matter contained in this letter has been derived from several sources believed to be reliable and accurate at the time of compilation. Neither the Clarkston Funds nor Clarkston Capital Partners, LLC accepts any liability for losses, either direct or consequential, caused by the use of this information.

 

DISCLOSURES:

 

The Clarkston Funds invest in companies Clarkston Capital believes to be of high quality and believes to be undervalued relative to their expected long-term free cash flows. Clarkston Capital refers to this investment philosophy as “Quality Value”. Clarkston Capital defines high-quality companies as those that meet certain financial, business and management criteria, which may vary over time. These criteria include favorable profitability metrics, sustainable competitive advantages and capable management teams.

 

All references to portfolio holdings are as of September 30, 2021.

 

Annual Report  |  September 30, 20219

 
 

Clarkston Partners FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Introduction

Investors have had a lot of concerns on their plate for the past twelve months. Fears over inflation and whether it is transitory or structural, COVID and its Delta variant, Chinese governmental interference and regulations, and the eternal struggle between growth and value all vie for attention, tugging market sentiment this way and that. Which is to say, it’s business as usual.

 

Market Commentary and Performance

Despite the chaos of the past year, the Russell 3000® Index finished the 12 months ended September 30, 2021 with an extraordinary increase of 31.88%. The Russell 3000® Growth Index gained 27.57%, well below the Russell 3000® Value Index, which rose by 36.64%.1

 

During the fiscal year ended September 30, 2021, the Clarkston Partners Fund – Institutional Class climbed by 29.33% versus its benchmark, the Russell 2500® Index’s staggering increase of 45.03%. The market at large was bolstered by the unprecedented environment of the pandemic, and its full effects are yet to be seen. As always, we look to the future; we believe the companies in the Fund’s portfolio have spent the past year reinvesting in their businesses and improving fundamentals, with an eye on long-term performance gains.

 

Below is a discussion of the top contributors to Fund performance and bottom contributors to or detractors from Fund performance during the fiscal year ended September 30, 2021:

 

Top Contributors

Top contributors to the Fund’s performance this past fiscal year included LPL Financial Holdings, Inc. (LPLA). Platform assets for LPL grew substantially over the last 12 months. A combination of strong organic flows, key client wins, an acquisition of Waddell & Reed advisors, and continued recovery in capital markets left LPL with AUM approaching $1.2 trillion. The shares likely benefitted from a rebound in capital markets and as interest rates increased materially from their lows. Additionally, the net interest revenue produced has high contribution margins that bolstered earning power. LPL introduced new product and platform offerings increasing the opportunity set for various types of advisors and monetization. These included different Business Solutions which show promising adoption and new platform capabilities expanding the pool for future advisor recruitment.

 

Affiliated Manager’s Group, Inc. (AMG) reached an important inflection point as flows turned positive for all affiliates, except AQR. This was driven by the company’s strategic repositioning, new affiliate investments, and existing affiliate business momentum. AMG made 5 new investments during the year, increasing its exposure to areas with strong client demand trends, including Environmental, Social, and Corporate Governance ("ESG")2, private credit, and real estate. Management continued to return excess free cash flow to shareholders through repurchases and is on pace to retire greater than 10% of the shares outstanding for the year.

 

Shares of Change Healthcare, Inc. (CHNG) benefited from the January 2021 merger agreement announcement with UnitedHealth Group Incorporated (UNH). UnitedHealth agreed to acquire Change for $25.75 per share, a total consideration of about $8B. Based on internal analysis and early conversations with management, we initially expected the deal to close in the second half of 2021. However, rumors that the Department of Justice (“DOJ”) was considering a lawsuit to block the transaction began surfacing mid-summer. In August, Change and UnitedHealth reached a timing agreement with the DOJ that likely pushes the closing of the deal, if it is consummated, to no sooner than mid-January 2022. At the end of September, Change was trading at a 19% discount to the $25.75 per share takeout price, reflecting uncertainty around the regulatory approval process and ultimate closure of the deal. We feel that the transaction could close given the structure of the deal, particularly the requirement that United Health can only call off the deal if the government mandated asset sales exceed ~20% of Change's revenue. If the deal does not close, however, we are still excited to own Change and believe it can compound intrinsic value for a long time.

 

10www.clarkstonfunds.com

 
 

Clarkston Partners FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Nielsen Holdings Plc (NLSN), another top contributor, completed the sale of Global Connect to Advent International in March, completing its transformation to a singularly focused media organization. Nielsen received ~$2.4B in net proceeds from the transaction, which allowed them to pay down debt and better position the balance sheet for future growth investments. The roll out of Nielsen ONE - a cross media measurement currency - remains on track and Nielsen secured important partnerships and client endorsements over the past 12 months.

 

The final top contributor, Molson Coors Beverage Company Class B (TAP) continued to benefit from the execution of their revitalization plan. As such, their above premium portfolio reached its highest percentage of the company’s total revenue since the MillerCoors joint venture in 2008 and the seltzer portfolio is now the No. 4 player in the space. During the first half of the year, many restaurants and on-premise locations were still closed or at limited capacity due to restrictions and mandates. Molson has continued to see a recovery in volumes in this space as many restrictions have been lifted. Despite the difficulties of the pandemic throughout the year, Molson Coors remained disciplined with their capital allocation priorities reducing debt by ~988M from Q2 2020 through Q2 2021. Additionally, management reinstated the dividend in Q2 2021 as business conditions continued to improve.

 

Bottom Contributors/Detractors

The bottom five performing holdings this fiscal year included Altice USA, Inc. Class A (ATUS). Altice nearly doubled its net subscriber growth in 2020 as Manhattan area residents flocked to the tri-state suburbs where Altice has a large presence. Unfortunately, however, the same dynamics that led to strong growth in 2020 began to reverse in 2021, resulting in flat net subscriber growth. In our view Altice remains attractively valued, however, with a free cash flow yield (free cash flow divided by the company’s market value) well into the double digits.

 

Global supply chain disruptions and a tight freight market increased freight costs faster than C.H. Robinson Worldwide, Inc.’s (CHRW) contracted customer rates, thus pressuring gross profit margins. To combat rising costs, management implemented shorter contract cycles, pricing negotiations, and a mix shift towards the spot market. Due to the cyclical nature of the industry, these headwinds typically reverse and serve as a tailwind in a loose freight market as CHRW's costs fall faster than their contracted rates. Global Forwarding has been a bright spot throughout the year and continues to benefit from increased volumes in constrained Ocean and Airfreight markets. However, positive performance in this segment has not managed to completely offset margin pressure in the North American Surface Transportation segment. We strongly feel that C.H. Robinson remains integral to the transportation network as they connect a fragmented base of shippers with a fragmented base of carriers.

 

Another bottom performer was US Ecology, Inc. (ECOL). Industrial activity and hazardous waste volumes have been slow to recover from the pandemic. The company is experiencing input cost and wage inflation, impacting the short-term economics of the business. These headwinds are not structural in nature and US Ecology will continue to utilize pricing initiatives to combat inflationary headwinds. We remain confident in our view that US Ecology is a high-quality, micro-niche business as they operate five of the 20 permitted hazardous waste landfills in North America. Hazardous waste disposal is a highly regulated, mission critical process that will continue to recover as industrial activity, manufacturing, and other related activities return.

 

As the pandemic forced a step-up in digital adoption for remittance transactions, fears increased regarding Western Union Company’s (WU) ability to compete effectively against largely digital-only players. Many of these concerns became more mainstream with a handful of successful public market debuts by these competitors. Still, Western Union accomplished much during the last twelve months. They continued to expand on their partnerships and announced two large agreements, including Walmart, who historically had an exclusive relationship with a major traditional competitor. Western Union also acquired a minority stake in STC Pay, a digital wallet offered by Saudi Telecom where they will play a processor role.

 

 

Annual Report  |  September 30, 202111

 
 

Clarkston Partners FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Rounding out the bottom five was Landstar System, Inc. (LSTR)., a position which the Fund exited due to valuation. Landstar continued to benefit from a tight freight environment as spot rates continued to rise. This environment provided optimal conditions for LSTR to exceed their normalized earning power. Clarkston did not believe this increase in earnings provided a permanent step-up, especially if freight markets normalize over time. Therefore, we sold the shares due to valuation. In our view, Landstar remains a high quality, understandable business that Clarkston would happily own again but at a lower price.

 

Initiations and Eliminations

During the fiscal year ended September 30, 2021, we initiated a position in Altice USA, Inc. Class A (ATUS).

 

As referenced above, we eliminated the Fund’s small position in Landstar System, Inc. (LSTR) as the share price climbed to a level far above our estimate of intrinsic value. We also eliminated the Fund’s position in Sabre Corp. (SABR) as the share price reached our assessment of fair value.

 

The Fund’s Portfolio

We continue to believe that most businesses are fully to generously overvalued, especially those companies we consider to be of high quality. However, there have been isolated instances where the share price of a business has been unfairly punished, in our opinion. This has resulted in limited but attractive opportunities for the Fund. Overall, we judiciously deployed roughly five percentage points of cash during the 12 months ended September 30, 2021.

 

While the short-term performance may not reflect it, we believe the businesses in the Fund have also proven their ability to navigate challenging environments. In our estimation, these companies have capitalized on trying times by exploiting weaker competitors, strengthening their balance sheets and leaning-out operations where necessary. Many of them have sold non-core assets, paid down debt, and reallocated capital to their core segments.

 

Conclusion

Although we may be in a more traditional investing environment once again, our core values have not changed, nor will they. We ever endeavor to be the most knowledgeable investors we can and upturn every stone to find unseen value. We thank you for your continued confidence and support. Be safe and well.

 

1The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Russell 3000® Value Index measures the performance of the broad value segment of the US equity value universe. It includes those Russell 3000 companies with relatively lower valuation measures. The Russell 3000® Growth Index includes companies that display signs of above-average growth and is used to provide a gauge of the performance of growth stocks in the United States.
2ESG is a set of standards for a company’s operations that socially conscious investors use to screen potential investments.

 

12www.clarkstonfunds.com

 
 

Clarkston Partners FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Top Ten Holdings (as a % of Net Assets)* 
  
Change Healthcare, Inc.8.18%
Nielsen Holdings PLC7.60%
LPL Financial Holdings, Inc.7.45%
Stericycle, Inc.5.92%
Affiliated Managers Group, Inc.5.88%
Altice USA, Inc., Class A5.77%
Hillenbrand, Inc.5.63%
CDK Global, Inc.4.94%
Willis Towers Watson PLC4.91%
Molson Coors Beverage Co.4.50%
Top Ten Holdings60.78%

 

Sector Allocation (as a % of Net Assets)* 
  
Financials28.78%
Consumer Staples13.28%
Technology13.12%
Industrials12.58%
Consumer Discretionary11.36%
Utilities7.85%
Telecommunications5.77%
Cash, Cash Equivalents, & Other Net Assets7.26%
Total100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

Annual Report  |  September 30, 202113

 
 

Clarkston Partners FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Performance of a Hypothetical $25,000 Initial Investment (at Inception* through September 30, 2021)

 

 

The graph shown above represents historical performance of a hypothetical investment of $25,000 in the Institutional Class. Due to differing expenses, performance of the Founders Class will vary. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Average Annual Total Returns (as of September 30, 2021)

 

 1 Year3 Year5 YearSince Inception*
Clarkston Partners Fund – Founders Class29.47%11.04%10.93%10.91%
Clarkston Partners Fund – Institutional Class29.33%10.94%10.81%10.77%
Russell 2500TM Index TR45.03%12.47%14.25%13.21%

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Recent market volatility may have meaningfully impacted performance. There is no guarantee that any positive impact will be repeated. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month end is available by calling (844) 680-6562 or by visiting www.clarkstonfunds.com.

 

*Fund’s inception date is September 15, 2015.

 

The Russell 2500TM Index TR measures the performance of the small- to mid-cap segment of the U.S. equity universe, commonly referred to as “smid” cap. The Russell 2500TM Index TR is a subset of the Russell 3000® Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2500TM Index TR is constructed to provide a comprehensive and unbiased barometer for the small- to mid-cap segment. The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.

 

14www.clarkstonfunds.com
 
 

Clarkston Partners FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes or underlying data and no party may rely on any Russell Indexes and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication.

 

Returns of less than 1 year are cumulative.

 

Indices are not actively managed and do not reflect a deduction for fees, expenses or taxes. An investor cannot invest directly in an index.

 

The returns shown above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares.

 

The total annual operating expenses and total annual operating expenses after fee waivers and/or reimbursement for the Fund’s Founders Class and Institutional Class shares (as reported in the January 28, 2021 Prospectus), are 0.91% and 0.85% and 1.06% and 1.00%, respectively. The Fund’s investment adviser has contractually agreed to limit expenses through January 31, 2022.

 

All references to portfolio holdings are as of September 30, 2021.

 

Annual Report  |  September 30, 202115

 
 

Clarkston FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Introduction

Investors have had a lot of concerns on their plate for the past twelve months. Fears over inflation and whether it is transitory or structural, COVID and its Delta variant, Chinese governmental interference and regulations, and the eternal struggle between growth and value all vie for attention, tugging market sentiment this way and that. Which is to say, it’s business as usual.

 

Market Commentary and Performance

Despite the chaos of the past year, the Russell 3000® Index finished the 12 months ended September 30, 2021 with an extraordinary increase of 31.88%. The Russell 3000® Growth Index gained 27.57%, well below the Russell 3000® Value Index, which rose by 36.64%.1

 

During the fiscal year ended September 30, 2021, the Clarkston Fund climbed by 30.08% versus its benchmark, the Russell 1000® Index’s increase of 30.96%. The market at large was bolstered by the unprecedented environment of the pandemic, and its full effects are yet to be seen. As always, we look to the future; we believe the companies in the Fund’s portfolio have spent the past year reinvesting in their businesses and improving fundamentals, with an eye on long-term performance gains.

 

Below is a discussion of the top contributors to Fund performance and bottom contributors to or detractors from Fund performance during the fiscal year ended September 30, 2021:

 

Top Contributors

Top contributors to the Fund’s performance this past fiscal year included General Electric Company (GE). CEO Larry Culp’s transformation plan into a lean, focused industrial company is well underway as evidenced by operational execution and asset sales. Organic growth and margin expansion in the Healthcare and Power segments combined with improving Industrial free cash flow highlighted the strength of GE’s underlying fundamentals. The company significantly strengthened its balance sheet reducing debt by ~$53B since the end of FY2018 via asset sales, pension de-risking, and by discontinuing its receivables factoring program.

 

As the COVID-19 pandemic began to subside, clarity around macro trends and the effects on Capital One Financial Corporation (COF) became more apparent. Net charge-offs decreased to historical lows and large provisions for anticipated credit losses began to reverse, leading to strong earnings. During the pandemic, Capital One operated with a substantially over capitalized balance sheet. An easing of restrictions around capital allocation from the Federal Reserve enabled the company to return a portion of this capital to shareholders in the form of larger dividend payments, special dividends, and share repurchases. A rebound in interest rates theoretically facilitates Capital One’s ability to increase rates on various loan products as well, which will lead to potentially higher earning power.

 

Another top contributor was Affiliated Manager’s Group, Inc. (AMG). AMG reached an important inflection point as flows turned positive for all affiliates, except AQR. This was driven by the company’s strategic repositioning, new affiliate investments, and existing affiliate business momentum. AMG made 5 new investments during the year, increasing its exposure to areas with strong client demand trends, including ESG, private credit, and real estate. Management continued to return excess free cash flow to shareholders through repurchases and is on pace to retire greater than 10% of the shares outstanding for the year.

 

16www.clarkstonfunds.com

 
 

Clarkston FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Charles Schwab Corporation (SCHW) closed on the acquisition of TD Ameritrade in Q4 2020. This transformational deal further cemented the business as a preeminent destination for retail investors and their advisors. We believe that scale benefits should accrue over time with AUM ending the year at $7.6 trillion. With interest rates rebounding throughout the year, Schwab's ability to generate high margin net interest revenue increased substantially. We estimate a 0.25% increase in net interest margin adds approximately $1.5 billion in earning power.

 

The final top contributor for the year was American Express Company (AXP). The economic recovery from the pandemic provided clarity and strong gains in consumer spending. Overall spending recovered completely and the company expects it to eclipse 2019 levels this year. Net charge-off rates continued to trend lower during the last 12 months. The net charge-off rate peaked at 2.8% in Q2 2020 and ended at 1.0% in Q2 2021, well below historical averages. Sequential card growth and increases in interest rates throughout the year added to earning power.

 

Bottom Contributors/Detractors

The bottom five performing holdings this fiscal year included Altice USA, Inc. Class A (ATUS). Altice nearly doubled its net subscriber growth in 2020 as Manhattan area residents flocked to the tri-state suburbs where Altice has a large presence. Unfortunately, however, the same dynamics that led to strong growth in 2020 began to reverse in 2021, resulting in flat net subscriber growth. In our view Altice remains attractively valued, however, with a free cash flow yield (free cash flow divided by the company’s market value) well into the double digits.

 

Global supply chain disruptions and a tight freight market increased freight costs faster than C.H. Robinson Worldwide, Inc.’s (CHRW) contracted customer rates, thus pressuring gross profit margins. To combat rising costs, management implemented shorter contract cycles, pricing negotiations, and a mix shift towards the spot market. Due to the cyclical nature of the industry, these headwinds typically reverse and serve as a tailwind in a loose freight market as CHRW's costs fall faster than their contracted rates. Global Forwarding has been a bright spot throughout the year and continues to benefit from increased volumes in constrained Ocean and Airfreight markets. However, positive performance in this segment has not managed to completely offset margin pressure in the North American Surface Transportation segment. We strongly feel that C.H. Robinson remains integral to the transportation network as they connect a fragmented base of shippers with a fragmented base of carriers.

 

We eliminated three bottom performers from the Fund’s portfolio during the fiscal year, not because they underperformed the average holding in the Fund’s portfolio, but because the share prices of all three had already ascended above and beyond our estimation of intrinsic value. These businesses included Nestle S.A. Sponsored ADR (NSRGY), Procter & Gamble Company (PG), and PepsiCo, Inc. (PEP). All three possess a collection of high-quality brands with strong fundamentals, but we chose to exit the Fund from the businesses and allocate capital to more attractively valued opportunities.

 

Initiations and Eliminations

During the fiscal year ended September 30, 2021, we initiated positions in Altice USA, Inc. Class A (ATUS), Brown & Brown, Inc. (BRO), LPL Financial Holdings Inc. (LPLA), Post Holdings, Inc. (POST), and US Foods Holding Corp. (USFD). We eliminated the Fund’s positions in Diageo plc Sponsored ADR (DEO), Nestle S.A. Sponsored ADR (NSRGY), PepsiCo, Inc. (PEP), Procter & Gamble Company (PG), U.S. Bancorp (USB), and United Parcel Service, Inc. Class B (UPS). These positions were eliminated largely due to over-valuation; proceeds from these sales were allocated into newly initiated holdings. We also initiated and later eliminated the Fund’s position in Fox Corporation (FOXA) as the share price climbed to a level far above our estimate of intrinsic value.

 

Annual Report  |  September 30, 202117

 
 

Clarkston FundPortfolio Update
 September 30, 2021 (Unaudited)

 

The Fund’s Portfolio

We continue to believe that most businesses are fully to generously overvalued, especially those companies we consider to be of high quality. However, there have been isolated instances where the share price of a business has been unfairly punished, in our opinion. This has resulted in limited but attractive opportunities for the Fund. Overall, the Fund accumulated roughly six percentage points of cash during the 12 months ended September 30, 2021.

 

While the short-term performance may not reflect it, we believe the businesses in the Fund have also proven their ability to navigate challenging environments. In our estimation, these companies have capitalized on trying times by exploiting weaker competitors, strengthening their balance sheets and leaning-out operations where necessary. Many of them have sold non-core assets, paid down debt, and reallocated capital to their core segments.

 

Conclusion

Although we may be in a more traditional investing environment once again, our core values have not changed, nor will they. We ever endeavor to be the most knowledgeable investors we can and upturn every stone to find unseen value. We thank you for your continued confidence and support. Be safe and well.

 

1The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Russell 3000® Value Index measures the performance of the broad value segment of the US equity value universe. It includes those Russell 3000 companies with relatively lower valuation measures. The Russell 3000® Growth Index includes companies that display signs of above-average growth and is used to provide a gauge of the performance of growth stocks in the United States.

 

18www.clarkstonfunds.com

 
 

Clarkston FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Top Ten Holdings (as a % of Net Assets)* 

 

Nielsen Holdings PLC9.01%
Altice USA, Inc., Class A6.14%
Anheuser-Busch InBev SA/NV5.99%
General Electric Co.5.79%
Molson Coors Beverage Co.5.68%
Willis Towers Watson PLC4.75%
American Express Co.4.65%
FedEx Corp.4.37%
Capital One Financial Corp.4.30%
Affiliated Managers Group, Inc.4.01%
Top Ten Holdings54.69%

 

Sector Allocation (as a % of Net Assets)*

 

Industrials26.29%
Financials21.88%
Consumer Staples20.40%
Consumer Discretionary9.79%
Telecommunications6.14%
Technology2.30%
Cash, Cash Equivalents, & Other Net Assets13.20%
Total100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

Annual Report  |  September 30, 202119

 
 

Clarkston FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Performance of a Hypothetical $10,000 Initial Investment (at Inception* through September 30, 2021)

 

 

The graph shown above represents historical performance of a hypothetical investment of $10,000 in the Institutional Class. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Average Annual Total Returns (as of September 30, 2021)

 

 1 Year3 Year5 YearSince Inception*
Clarkston Fund – Institutional Class30.08%13.30%11.17%11.13%
Russell 1000® Index TR30.96%16.43%17.11%16.68%

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Recent market volatility may have meaningfully impacted performance. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month-end is available by calling (844) 680-6562 or by visiting www.clarkstonfunds.com.

 

*Fund’s inception date is April 1, 2016.

 

The Russell 1000® Index TR measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000® Index TR represents approximately 92% of the U.S. market. The Russell 1000® Index TR is constructed to provide a comprehensive and unbiased barometer for the large-cap segment and is completely reconstituted annually to ensure new and growing equities are reflected.

 

Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes or underlying data and no party may rely on any Russell Indexes and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication.

 

20www.clarkstonfunds.com

 
 

Clarkston FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Returns of less than 1 year are cumulative.

 

Indices are not actively managed and do not reflect a deduction for fees, expenses or taxes. An investor cannot invest directly in an index.

 

The returns shown above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares.

 

The total annual operating expenses and total annual operating expenses after fee waivers and/or reimbursement for the Fund’s Institutional Class shares (as reported in the January 28, 2021 Prospectus), are 0.92% and 0.70%, respectively. The Fund’s investment adviser has contractually agreed to limit expenses through January 31, 2022.

 

All references to portfolio holdings are as of September 30, 2021.

 

Annual Report  |  September 30, 202121

 
 

Clarkston Founders FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Introduction

Investors have had a lot of concerns on their plate for the past twelve months. Fears over inflation and whether it is transitory or structural, COVID and its Delta variant, Chinese governmental interference and regulations, and the eternal struggle between growth and value all vie for attention, tugging market sentiment this way and that. Which is to say, it’s business as usual.

 

Market Commentary and Performance

Despite the chaos of the past year, the Russell 3000® Index finished the 12 months ended September 30, 2021 with an extraordinary increase of 31.88%. The Russell 3000® Growth Index gained 27.57%, well below the Russell 3000® Value Index, which rose by 36.64%.1

 

During the year ended September 30, 2021, the Clarkston Founders Fund – Institutional Class climbed by 23.31% versus its benchmark, the Russell Midcap® Index’s staggering increase of 38.11%. The market at large was bolstered by the unprecedented environment of the pandemic, and its full effects are yet to be seen. As always, we look to the future; we believe the companies in the Fund’s portfolio have spent the past year reinvesting in their businesses and improving fundamentals, with an eye on long-term performance gains.

 

Below is a discussion of the top contributors to Fund performance and bottom contributors to or detractors from Fund performance during the fiscal year ended September 30, 2021:

 

Top Contributors

Top contributors to the Fund’s performance this past fiscal year included Affiliated Manager’s Group, Inc. (AMG). AMG reached an important inflection point as flows turned positive for all affiliates, except AQR. This was driven by the company’s strategic repositioning, new affiliate investments, and existing affiliate business momentum. AMG made 5 new investments during the year, increasing its exposure to areas with strong client demand trends, including ESG, private credit, and real estate. Management continued to return excess free cash flow to shareholders through repurchases and is on pace to retire greater than 10% of the shares outstanding for the year.

 

Shares of Change Healthcare, Inc. (CHNG) benefited from the January 2021 merger agreement announcement with UnitedHealth Group Incorporated (UNH). UnitedHealth agreed to acquire Change for $25.75 per share, a total consideration of about $8B. Based on internal analysis and early conversations with management, we initially expected the deal to close in the second half of 2021. However, rumors that the Department of Justice (“DOJ”) was considering a lawsuit to block the transaction began surfacing mid-summer. In August, Change and UnitedHealth reached a timing agreement with the DOJ that likely pushes the closing of the deal, if it is consummated, to no sooner than mid-January 2022. At the end of September, Change was trading at a 19% discount to the $25.75 per share takeout price, reflecting uncertainty around the regulatory approval process and ultimate closure of the deal. We feel that the transaction could close given the structure of the deal, particularly the requirement that United Health can only call off the deal if the government mandated asset sales exceed ~20% of Change's revenue. If the deal does not close, however, we are still excited to own Change and believe it can compound intrinsic value for a long time.

 

Nielsen Holdings Plc (NLSN), another top contributor, completed the sale of Global Connect to Advent International in March, completing its transformation to a singularly focused media organization. Nielsen received ~$2.4B in net proceeds from the transaction, which allowed them to pay down debt and better position the balance sheet for future growth investments. The roll out of Nielsen ONE - a cross media measurement currency - remains on track and Nielsen secured important partnerships and client endorsements over the past 12 months.

 

22www.clarkstonfunds.com

 
 

Clarkston Founders FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Platform assets for LPL Financial Holdings, Inc. (LPLA) grew substantially over the last 12 months. A combination of strong organic flows, key client wins, an acquisition of Waddell & Reed advisors, and continued recovery in capital markets left LPL with AUM approaching $1.2 trillion. The shares likely benefitted from a rebound in capital markets and as interest rates increased materially from their lows. Additionally, the net interest revenue produced has high contribution margins that bolstered earning power. LPL introduced new product and platform offerings increasing the opportunity set for various types of advisors and monetization. These included different Business Solutions which show promising adoption and new platform capabilities expanding the pool for future advisor recruitment.

 

The final top contributor, Molson Coors Beverage Company Class B (TAP) continued to benefit from the execution of their revitalization plan. As such, their above premium portfolio reached its highest percentage of the company’s total revenue since the MillerCoors joint venture in 2008 and the seltzer portfolio is now the No. 4 player in the space. During the first half of the year, many restaurants and on-premise locations were still closed or at limited capacity due to restrictions and mandates. Molson has continued to see a recovery in volumes in this space as many restrictions have been lifted. Despite the difficulties of the pandemic throughout the year, Molson Coors remained disciplined with their capital allocation priorities reducing debt by ~988M from Q2 2020 through Q2 2021. Additionally, management reinstated the dividend in Q2 2021 as business conditions continued to improve.

 

Bottom Contributors/Detractors

The bottom five performing holdings this fiscal year included Altice USA, Inc. Class A (ATUS). Altice nearly doubled its net subscriber growth in 2020 as Manhattan area residents flocked to the tri-state suburbs where Altice has a large presence. Unfortunately, however, the same dynamics that led to strong growth in 2020 began to reverse in 2021, resulting in flat net subscriber growth. In our view Altice remains attractively valued, however, with a free cash flow yield (free cash flow divided by the company’s market value) well into the double digits.

 

Global supply chain disruptions and a tight freight market increased freight costs faster than C.H. Robinson Worldwide, Inc.’s (CHRW) contracted customer rates, thus pressuring gross profit margins. To combat rising costs, management implemented shorter contract cycles, pricing negotiations, and a mix shift towards the spot market. Due to the cyclical nature of the industry, these headwinds typically reverse and serve as a tailwind in a loose freight market as CHRW's costs fall faster than their contracted rates. Global Forwarding has been a bright spot throughout the year and continues to benefit from increased volumes in constrained Ocean and Airfreight markets. However, positive performance in this segment has not managed to completely offset margin pressure in the North American Surface Transportation segment. We strongly feel that C.H. Robinson remains integral to the transportation network as they connect a fragmented base of shippers with a fragmented base of carriers.

 

The Fund held a small position in Sabre Corp. (SABR) entering 2020 and acquired a larger position in late February and early March of 2020 as the share price dropped. Initially, we believed COVID-19’s effects would be severe, but the spread would be fairly contained. What we failed to understand, like many experts, is that COVID-19 and its level of infectiousness was unlike anything we have seen and would have longer-term ramifications on business travel, where Sabre generated much of its revenue. While we believe Sabre can prosper even in a depressed travel environment, it is impossible to estimate profitability given the many unknowns. The Company also raised capital to navigate the difficult environment, which reduced materially our appraisal of fair value. Positive vaccine news during the fourth quarter of 2020 rapidly drove Sabre’s share price upward. Consequently, we capitalized on the opportunity to sell the Fund’s shares.

 

Annual Report  |  September 30, 202123

 
 

Clarkston Founders FundPortfolio Update
 September 30, 2021 (Unaudited)

 

As the pandemic forced a step-up in digital adoption for remittance transactions, fears increased regarding Western Union Company’s (WU) ability to compete effectively against largely digital-only players. Many of these concerns became more mainstream with a handful of successful public market debuts by these competitors. Still, Western Union accomplished much during the last twelve months. They continued to expand on their partnerships and announced two large agreements, including Walmart, who historically had an exclusive relationship with a major traditional competitor. Western Union also acquired a minority stake in STC Pay, a digital wallet offered by Saudi Telecom where they will play a processor role.

 

Rounding out the bottom performers was FedEx Corporation (FDX). The growth of ecommerce volumes and a capacity-constrained environment boded well for FedEx as they reached record revenues and net income during FY2021. However, labor shortages and inflationary costs mitigated some of the efficiencies of their global network as packages were rerouted due to limited labor availability. These headwinds are expected to subside as FedEx continued initiatives such as targeted pay premiums and national hiring days. Despite increased costs, we believe that FedEx remains well positioned to benefit from continued growth of volumes while achieving network efficiencies.

 

Initiations and Eliminations

During the fiscal year ended September 30, 2021, we initiated a position in Altice USA, Inc. Class A (ATUS).

 

We eliminated the Fund’s position in Fox Corporation (FOXA) as the share price climbed to a level far above our estimate of intrinsic value. We also eliminated the Fund’s position in Sabre Corp. (SABR) as referenced above.

 

The Fund’s Portfolio

We continue to believe that most businesses are fully to generously overvalued, especially those companies we consider to be of high quality. However, there have been isolated instances where the share price of a business has been unfairly punished, in our opinion. This has resulted in limited but attractive opportunities for the Fund. Overall, we judiciously deployed roughly two percentage points of cash during the 12 months ended September 30, 2021.

 

While the short-term performance may not reflect it, we believe the businesses in the Fund have also proven their ability to navigate challenging environments. In our estimation, these companies have capitalized on trying times by exploiting weaker competitors, strengthening their balance sheets and leaning-out operations where necessary. Many of them have sold non-core assets, paid down debt, and reallocated capital to their core segments.

 

Conclusion

Although we may be in a more traditional investing environment once again, our core values have not changed, nor will they. We ever endeavor to be the most knowledgeable investors we can and upturn every stone to find unseen value. We thank you for your continued confidence and support. Be safe and well.

 

1The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Russell 3000® Value Index measures the performance of the broad value segment of the US equity value universe. It includes those Russell 3000 companies with relatively lower valuation measures. The Russell 3000® Growth Index includes companies that display signs of above-average growth and is used to provide a gauge of the performance of growth stocks in the United States.

 

24www.clarkstonfunds.com

 
 

Clarkston Founders FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Top Ten Holdings (as a % of Net Assets)*

 

Nielsen Holdings PLC8.59%
Change Healthcare, Inc.6.67%
Molson Coors Beverage Co.5.88%
Stericycle, Inc.5.77%
Altice USA, Inc., Class A5.58%
Anheuser-Busch InBev SA/NV5.42%
CDK Global, Inc.5.40%
Brown & Brown, Inc.5.18%
Willis Towers Watson PLC4.73%
LPL Financial Holdings, Inc.4.50%
Top Ten Holdings57.72%

 

Sector Allocation (as a % of Net Assets)*

 

Financials24.44%
Consumer Staples20.08%
Technology12.06%
Industrials8.93%
Consumer Discretionary8.59%
Utilities5.77%
Telecommunications5.58%
Cash, Cash Equivalents, & Other Net Assets14.55%
Total100.00%

 

*Holdings are subject to change, and may not reflect the current or future position of the portfolio.

 

Annual Report  |  September 30, 202125

 
 

Clarkston Founders FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Performance of a Hypothetical $10,000 Initial Investment (at Inception* through September 30, 2021)

 

 

The graph shown above represents historical performance of a hypothetical investment of $10,000 in the Institutional Class. Due to differing expenses, performance of the Founders Class will vary. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Average Annual Total Returns (as of September 30, 2021)

 

 1 Year3 YearSince Inception*
Clarkston Founders Fund – Founders Class-2.90%
Russell Midcap® Index TR6.50%
Clarkston Founders Fund – Institutional Class23.31%12.39%10.85%
Russell Midcap® Index TR38.11%14.22%14.14%

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Recent market volatility may have meaningfully impacted performance. There is no guarantee that any positive impact will be repeated. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Fund performance current to the most recent month end is available by calling (844) 680-6562 or by visiting www.clarkstonfunds.com.

 

*Founders Class inception date is February 16, 2021 and Institutional Class inception date is January 31, 2017.

 

The Russell Midcap® Index is a market capitalization weighted index that measures the performance of the mid-capitalization sector of the U.S. equity market and includes approximately 800 of the smallest issuers in the Russell 1000® Index. The Russell 1000® Index includes the 1,000 largest stocks in the Russell 3000® Index, which consists of the 3,000 largest U.S. public companies.

 

Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company.

 

26www.clarkstonfunds.com

 
 

Clarkston Founders FundPortfolio Update
 September 30, 2021 (Unaudited)

 

Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes or underlying data and no party may rely on any Russell Indexes and/or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor or endorse the content of this communication.

 

Returns of less than 1 year are cumulative.

 

Indices are not actively managed and do not reflect a deduction for fees, expenses or taxes. An investor cannot invest directly in an index.

 

The returns shown above do not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares.

 

The total annual operating expenses and total annual operating expenses after fee waivers and/or reimbursement for the Fund’s Institutional Class and Founders Class shares (as reported in the January 28, 2021 and February 12, 2021 Prospectus, respectively), are 1.15% and 0.95% and 1.00% and 0.80%, respectively. The Fund's investment advisor has contractually agreed to limit expenses of the Institutional Class and Founders Class through January 31, 2022 and February 28, 2022, respectively.

 

All references to portfolio holdings are as of September 30, 2021.

 

Annual Report  |  September 30, 202127

 
 

Clarkston FundsDisclosure of Fund Expenses
 September 30, 2021 (Unaudited)

 

Example. As a shareholder of the Clarkston Partners Fund, Clarkston Fund, or Clarkston Founders Fund (the “Funds”), you incur one type of cost, ongoing costs, including management fees and other Fund expenses. The following examples are 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. The examples are based on an investment of $1,000 invested on April 1, 2020 and held through September 30, 2021.

 

Actual Expenses. The first line under each class in the following 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 “Expenses Paid During Period April 1, 2020 – September 30, 2021” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes. The second line under each class in the following 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 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 a Fund and other mutual 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 Fund costs only and do not reflect any transactional costs. Therefore, the second line under each class in the table below 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.

 

28www.clarkstonfunds.com

 
 

Clarkston FundsDisclosure of Fund Expenses
 September 30, 2021 (Unaudited)

 

  Beginning Account Value April 1, 2021  Ending Account Value September 30, 2021  Expense Ratio(a)  Expenses Paid During Period April 1, 2021 - September 30, 2021(b) 
Clarkston Partners Fund            
Founders Class            
Actual $1,000.00  $928.60   0.85% $4.11 
Hypothetical (5% return before expenses) $1,000.00  $1,020.81   0.85% $4.31 
                 
Institutional Class                
Actual $1,000.00  $928.20   0.95% $4.59 
Hypothetical (5% return before expenses) $1,000.00  $1,020.31   0.95% $4.81 
                 
Clarkston Fund                
Institutional Class                
Actual $1,000.00  $971.10   0.66% $3.26 
Hypothetical (5% return before expenses) $1,000.00  $1,021.76   0.66% $3.35 
                 
Clarkston Founders Fund                
Founders Class                
Actual $1,000.00  $936.70   0.80% $3.88 
Hypothetical (5% return before expenses) $1,000.00  $1,021.06   0.80% $4.05 
                 
Institutional Class                
Actual $1,000.00  $936.70   0.86% $4.18 
Hypothetical (5% return before expenses) $1,000.00  $1,020.76   0.86% $4.36 

 

(a)Each Fund's expense ratios have been annualized based on the Fund's most recent fiscal half-year expenses after any applicable waivers and reimbursements.
(b)Expenses are equal to the annualized expense ratio shown above for the applicable class, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), divided by 365.

 

Annual Report  |  September 30, 202129

 
 

Clarkston Partners FundPortfolio of Investments
 September 30, 2021

 

  Shares  Value (Note 2) 
COMMON STOCK (92.74%)      
Consumer Discretionary (11.36%)      
John Wiley & Sons, Inc., Class A  1,090,000  $56,908,900 
Nielsen Holdings PLC  6,000,000   115,140,000 
Total Consumer Discretionary      172,048,900 
         
Consumer Staples (13.28%)        
Molson Coors Beverage Co., Class B  1,470,000   68,178,600 
Post Holdings, Inc.(a)  375,000   41,310,000 
Sysco Corp.  594,933   46,702,240 
US Foods Holding Corp.(a)  1,300,000   45,058,000 
Total Consumer Staples      201,248,840 
         
Financials (28.78%)(b)        
Affiliated Managers Group, Inc.  589,585   89,080,398 
Artisan Partners Asset Management, Inc., Class A  860,000   42,071,200 
Brown & Brown, Inc.  1,100,000   60,995,000 
Franklin Resources, Inc.  1,907,587   56,693,485 
LPL Financial Holdings, Inc.  720,000   112,867,200 
Willis Towers Watson PLC  320,000   74,387,200 
Total Financials      436,094,483 
         
Industrials (12.58%)        
CH Robinson Worldwide, Inc.  289,616   25,196,592 
Enerpac Tool Group Corp., Class A  1,719,903   35,653,589 
Hillenbrand, Inc.  2,000,000   85,300,000 
The Western Union Co.  2,200,000   44,484,000 
Total Industrials      190,634,181 
         
Technology (13.12%)        
CDK Global, Inc.  1,760,000   74,888,000 
Change Healthcare, Inc.(a)  5,920,000   123,964,800 
Total Technology      198,852,800 
         
Telecommunications (5.77%)        
Altice USA, Inc., Class A(a)  4,220,000   87,438,400 
         
Utilities (7.85%)        
Stericycle, Inc.(a)  1,319,450   89,683,017 

 

See Notes to Financial Statements. 
30www.clarkstonfunds.com

 
 

Clarkston Partners FundPortfolio of Investments
 September 30, 2021

 

  Shares  Value (Note 2) 
Utilities (continued)      
US Ecology, Inc.(a)  903,000  $29,212,050 
Total Utilities      118,895,067 
         
TOTAL COMMON STOCK        
(Cost $997,405,169)      1,405,212,671 
         
TOTAL INVESTMENTS (92.74%)        
(Cost $997,405,169)     $1,405,212,671 
         
OTHER ASSETS IN EXCESS OF LIABILITIES (7.26%)      109,956,548 
         
NET ASSETS (100.00%)     $1,515,169,219 

 

(a)Non-income producing security.
(b)To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. When sector categorization is broken down by industry, no industry exceeds the 25% maximum specified in the Statement of Additional Information.

 

For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indices or ratings group indices and/or as defined by Fund management. This definition may not apply for purposes of this report, which may use a different classification system or may combine industry sub-classifications for reporting ease. Industries are shown as a percent of the Fund's net assets. (Unaudited)

 

See Notes to Financial Statements. 
Annual Report  |  September 30, 202131
 
 

Clarkston FundPortfolio of Investments
 September 30, 2021

 

  Shares  Value (Note 2) 
COMMON STOCK (86.80%)      
Consumer Discretionary (9.79%)      
Nielsen Holdings PLC  460,000  $8,827,400 
The Walt Disney Co.(a)  4,500   761,265 
Total Consumer Discretionary      9,588,665 
         
Consumer Staples (20.40%)        
Anheuser-Busch InBev SA/NV, Sponsored ADR  104,000   5,863,520 
Molson Coors Beverage Co., Class B  120,000   5,565,600 
Post Holdings, Inc.(a)  30,000   3,304,800 
Sysco Corp.  47,000   3,689,500 
US Foods Holding Corp.(a)  45,000   1,559,700 
Total Consumer Staples      19,983,120 
         
Financials (21.88%)        
Affiliated Managers Group, Inc.  26,000   3,928,340 
Brown & Brown, Inc.  62,000   3,437,900 
Franklin Resources, Inc.  117,000   3,477,240 
LPL Financial Holdings, Inc.  16,000   2,508,160 
The Charles Schwab Corp.  47,000   3,423,480 
Willis Towers Watson PLC  20,000   4,649,200 
Total Financials      21,424,320 
         
Industrials (26.29%)(b)        
American Express Co.  27,200   4,556,816 
Capital One Financial Corp.  26,000   4,211,220 
CH Robinson Worldwide, Inc.  21,000   1,827,000 
FedEx Corp.  19,500   4,276,155 
General Electric Co.  55,000   5,666,650 
Mastercard, Inc., Class A  3,500   1,216,880 
Paychex, Inc.  8,500   955,825 
The Western Union Co.  150,000   3,033,000 
Total Industrials      25,743,546 
         
Technology (2.30%)        
Microsoft Corp.  8,000   2,255,360 

 

See Notes to Financial Statements. 
32www.clarkstonfunds.com

 
 

Clarkston FundPortfolio of Investments
 September 30, 2021

 

  Shares  Value (Note 2) 
Telecommunications (6.14%)      
Altice USA, Inc., Class A(a)  290,000  $6,008,800 
         
TOTAL COMMON STOCK        
(Cost $72,696,800)      85,003,811 
         
TOTAL INVESTMENTS (86.80%)        
(Cost $72,696,800)     $85,003,811 
         
OTHER ASSETS IN EXCESS OF LIABILITIES (13.20%)      12,931,892 
         
NET ASSETS (100.00%)     $97,935,703 

 

(a)Non-income producing security.
(b)To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. When sector categorization is broken down by industry, no industry exceeds the 25% maximum specified in the Statement of Additional Information.

 

For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indices or ratings group indices and/or as defined by Fund management. This definition may not apply for purposes of this report, which may use a different classification system or may combine industry sub-classifications for reporting ease. Industries are shown as a percent of the Fund's net assets. (Unaudited)

 

See Notes to Financial Statements. 
Annual Report | September 30, 202133

 
 

Clarkston Founders FundPortfolio of Investments
 September 30, 2021

 

  Shares  Value (Note 2) 
COMMON STOCK (85.45%)      
Consumer Discretionary (8.59%)      
Nielsen Holdings PLC  1,870,000  $35,885,300 
         
Consumer Staples (20.08%)        
Anheuser-Busch InBev SA/NV, Sponsored ADR  402,000   22,664,760 
Molson Coors Beverage Co., Class B  530,000   24,581,400 
Post Holdings, Inc.(a)  130,000   14,320,800 
Sysco Corp.  110,000   8,635,000 
US Foods Holding Corp.(a)  395,000   13,690,700 
Total Consumer Staples      83,892,660 
         
Financials (24.44%)        
Affiliated Managers Group, Inc.  110,000   16,619,900 
Brown & Brown, Inc.  390,000   21,625,500 
Franklin Resources, Inc.  508,690   15,118,267 
LPL Financial Holdings, Inc.  120,000   18,811,200 
The Charles Schwab Corp.  140,000   10,197,600 
Willis Towers Watson PLC  85,000   19,759,100 
Total Financials      102,131,567 
         
Industrials (8.93%)        
CH Robinson Worldwide, Inc.  75,000   6,525,000 
FedEx Corp.  63,000   13,815,270 
Paychex, Inc.  25,000   2,811,250 
The Western Union Co.  700,000   14,154,000 
Total Industrials      37,305,520 
         
Technology (12.06%)        
CDK Global, Inc.  530,000   22,551,500 
Change Healthcare, Inc.(a)  1,330,000   27,850,200 
Total Technology      50,401,700 
         
Telecommunications (5.58%)        
Altice USA, Inc., Class A(a)  1,125,000   23,310,000 
         
Utilities (5.77%)        
Stericycle, Inc.(a)  355,000   24,129,350 
         
TOTAL COMMON STOCK        
(Cost $330,169,449)      357,056,097 

 

See Notes to Financial Statements. 
34www.clarkstonfunds.com

 
 

Clarkston Founders FundPortfolio of Investments
 September 30, 2021

 

TOTAL INVESTMENTS (85.45%)    
(Cost $330,169,449) $357,056,097 
     
OTHER ASSETS IN EXCESS OF LIABILITIES (14.55%)  60,780,955 
     
NET ASSETS (100.00%) $417,837,052 

 

(a)Non-income producing security.

 

For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indices or ratings group indices and/or as defined by Fund management. This definition may not apply for purposes of this report, which may use a different classification system or may combine industry sub-classifications for reporting ease. Industries are shown as a percent of the Fund's net assets. (Unaudited)

 

See Notes to Financial Statements. 
Annual Report | September 30, 202135

 
 

Clarkston FundsStatements of Assets and Liabilities
 September 30, 2021

 

  Clarkston Partners Fund  Clarkston Fund  Clarkston Founders Fund 
ASSETS:         
Investments, at value (Cost $997,405,169, $72,696,800 and $330,169,449) $1,405,212,671  $85,003,811  $357,056,097 
Cash and Cash Equivalents  104,774,704   12,448,973   59,129,506 
Receivable for investments sold  5,005,106       
Receivable for shares sold  805,540   578,308   1,625,795 
Dividends and interest receivable  1,292,461   146,825   379,871 
Other assets  38,178   6,773   8,557 
Total Assets  1,517,128,660   98,184,690   418,199,826 
             
LIABILITIES:            
Payable for administration and transfer agent fees�� 119,024   15,514   36,479 
Payable for shares redeemed  515,896   157,399   24,560 
Payable to adviser  952,204   27,340   219,529 
Payable for shareholder service fees  215,467   20,991    
Payable for printing fees  28,560   1,415   4,670 
Payable for professional fees  41,047   17,553   23,585 
Payable for trustees' fees and expenses  31,261   2,253   8,998 
Payable to Chief Compliance Officer fees  5,568   356   1,499 
Accrued expenses and other liabilities  50,414   6,166   43,454 
Total Liabilities  1,959,441   248,987   362,774 
NET ASSETS $1,515,169,219  $97,935,703  $417,837,052 
             
NET ASSETS CONSIST OF:            
Paid-in capital (Note 5) $1,095,767,672  $82,468,398  $388,826,904 
Total distributable earnings  419,401,547   15,467,305   29,010,148 
NET ASSETS $1,515,169,219  $97,935,703  $417,837,052 
             
PRICING OF SHARES            
Founders Class:            
Net Asset Value, offering and redemption price per share $15.73   N/A  $15.09 
Net Assets $669,345,127   N/A  $278,748,892 
Shares of beneficial interest outstanding  42,560,093   N/A   18,469,182 
Institutional Class:            
Net Asset Value, offering and redemption price per share $15.64  $14.80  $15.09 
Net Assets $845,824,092  $97,935,703  $139,088,160 
Shares of beneficial interest outstanding  54,086,910   6,616,460   9,219,679 

 

See Notes to Financial Statements. 
36www.clarkstonfunds.com

 
 

Clarkston FundsStatements of Operations
 For the Year Ended September 30, 2021

 

  Clarkston Partners Fund  Clarkston Fund  Clarkston Founders Fund 
INVESTMENT INCOME:         
Dividends $18,643,817  $891,564  $3,070,004 
Foreign taxes withheld     (12,661)  (52,822)
Total Investment Income  18,643,817   878,903   3,017,182 
             
EXPENSES:            
Investment advisory fees (Note 6)  11,933,649   392,078   2,424,804 
Administration fees  631,022   45,435   143,795 
Shareholder service fees Institutional Class  780,214   85,180   101,923 
Custody fees  120,406   8,535   37,775 
Legal fees  71,853   4,429   15,078 
Audit and tax fees  16,591   15,604   15,591 
Transfer agent fees  58,076   28,084   24,600 
Trustees fees and expenses  126,813   7,341   25,959 
Registration and filing fees  59,269   29,482   63,708 
Printing fees  61,400   3,097   11,884 
Chief Compliance Officer fees  35,116   1,810   7,254 
Insurance fees  41,502   2,001   5,225 
Other expenses  22,047   3,195   4,471 
Total Expenses  13,957,958   626,271   2,882,067 
Less fees waived by investment adviser (Note 6)            
Founders Class  (230,019)  N/A   (98,870)
Institutional Class  (257,630)  (108,840)  (86,951)
Total fees waived by investment adviser (Note 6)  (487,649)  (108,840)  (185,821)
Net Expenses  13,470,309   517,431   2,696,246 
NET INVESTMENT INCOME  5,173,508   361,472   320,936 
             
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:            
Net realized gain/(loss) on:            
Investments  7,492,502   2,872,306   1,897,401 
Net realized gain  7,492,502   2,872,306   1,897,401 
Change in unrealized appreciation/(depreciation) on:            
Investments  312,272,217   10,078,749   20,560,759 
Net change  312,272,217   10,078,749   20,560,759 
             
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS  319,764,719   12,951,055   22,458,160 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $324,938,227  $13,312,527  $22,779,096 

 

See Notes to Financial Statements. 
Annual Report | September 30, 202137

 

 
 

Clarkston Partners FundStatements of Changes in Net Assets

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
OPERATIONS:      
Net investment income $5,173,508  $7,295,475 
Net realized gain on investments  7,492,502   49,059,100 
Net change in unrealized appreciation/(depreciation) on investments  312,272,217   (20,848,049)
Net increase in net assets resulting from operations  324,938,227   35,506,526 
         
DISTRIBUTIONS TO SHAREHOLDERS        
Founders Class  (24,894,074)  (18,042,443)
Institutional Class  (24,895,825)  (19,314,644)
Total distributions  (49,789,899)  (37,357,087)
         
BENEFICIAL SHARE TRANSACTIONS (Note 5):        
Founders Class        
Shares sold  12,245,916   140,007,090 
Dividends reinvested  743,721   560,589 
Shares redeemed  (37,748,713)  (40,386,657)
Net increase/(decrease) from beneficial share transactions  (24,759,076)  100,181,022 
Institutional Class        
Shares sold  244,242,554   179,388,104 
Dividends reinvested  24,780,467   18,965,301 
Shares redeemed  (132,710,776)  (101,219,238)
Net increase from beneficial share transactions  136,312,245   97,134,167 
Net increase in net assets  386,701,497   195,464,628 
         
NET ASSETS:        
Beginning of year  1,128,467,722   933,003,094 
End of year $1,515,169,219  $1,128,467,722 

 

See Notes to Financial Statements. 
38www.clarkstonfunds.com

 
 

Clarkston FundStatements of Changes in Net Assets

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
OPERATIONS:      
Net investment income $361,472  $761,275 
Net realized gain on investments  2,872,306   2,625,815 
Net change in unrealized appreciation/(depreciation) on investments  10,078,749   (3,577,427)
Net increase/(decrease) in net assets resulting from operations  13,312,527   (190,337)
         
DISTRIBUTIONS TO SHAREHOLDERS        
Institutional Class  (3,280,402)  (2,522,147)
Total distributions  (3,280,402)  (2,522,147)
         
BENEFICIAL SHARE TRANSACTIONS (Note 5):        
Institutional Class        
Shares sold  43,745,785   8,028,416 
Dividends reinvested  3,267,291   2,514,242 
Shares redeemed  (7,588,219)  (13,995,698)
Net increase/(decrease) from beneficial share transactions  39,424,857   (3,453,040)
Net increase/(decrease) in net assets  49,456,982   (6,165,524)
         
NET ASSETS:        
Beginning of year  48,478,721   54,644,245 
End of year $97,935,703  $48,478,721 

 

See Notes to Financial Statements. 
Annual Report | September 30, 202139

 
 

Clarkston Founders FundStatements of Changes in Net Assets

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
OPERATIONS:      
Net investment income $320,936  $401,591 
Net realized gain on investments  1,897,401   1,754,833 
Net change in unrealized appreciation on investments  20,560,759   3,398,109 
Net increase in net assets resulting from operations  22,779,096   5,554,533 
         
DISTRIBUTIONS TO SHAREHOLDERS        
Institutional Class  (2,151,069)  (1,647,285)
Total distributions  (2,151,069)  (1,647,285)
         
BENEFICIAL SHARE TRANSACTIONS (Note 5):        
Founders Class(a)        
Shares sold  314,236,098    
Shares redeemed  (24,156,962)   
Net increase from beneficial share transactions  290,079,136    
         
Institutional Class        
Shares sold  243,218,337   34,571,388 
Dividends reinvested  918,880   1,647,285 
Shares redeemed  (213,118,346)  (8,425,457)
Net increase from beneficial share transactions  31,018,871   27,793,216 
Net increase in net assets  341,726,034   31,700,464 
         
NET ASSETS:        
Beginning of year  76,111,018   44,410,554 
End of year $417,837,052  $76,111,018 

 

(a)The Founders Class commenced operations on February 17, 2021.

 

See Notes to Financial Statements. 
40www.clarkstonfunds.com

 
 

 

Page Intentionally Left Blank

 

 
 

Clarkston Partners Fund – Founders ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

NET ASSET VALUE, BEGINNING OF PERIOD
 
INCOME/(LOSS) FROM OPERATIONS:
Net investment income(a)
Net realized and unrealized gain on investments
Total from investment operations
 
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total Distributions
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(b)
 
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
 
RATIOS TO AVERAGE NET ASSETS
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
 
PORTFOLIO TURNOVER RATE

 

See Notes to Financial Statements. 
42www.clarkstonfunds.com

 
 

Clarkston Partners Fund – Founders ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Year Ended September 30, 2018  For the Year Ended September 30, 2017 
$12.61  $12.81  $13.29  $12.39  $11.11 
                   
                   
 0.06   0.10   0.14   0.08   0.05 
 3.62   0.21   0.17   0.99   1.37 
 3.68   0.31   0.31   1.07   1.42 
                   
                   
 (0.06)  (0.13)  (0.09)  (0.04)  (0.06)
 (0.50)  (0.38)  (0.70)  (0.13)  (0.08)
 (0.56)  (0.51)  (0.79)  (0.17)  (0.14)
 3.12   (0.20)  (0.48)  0.90   1.28 
$15.73  $12.61  $12.81  $13.29  $12.39 
                   
 29.47%  2.18%  3.49%  8.70%  12.86%
                   
                   
$669,345  $553,691  $451,294  $445,516  $397,474 
                   
                   
 0.88%  0.91%  0.92%  0.94%  0.96%
 0.85%  0.85%  0.85%  0.85%  0.85%
 0.40%  0.77%  1.16%  0.60%  0.40%
                   
 9%  25%  10%  23%  13%

 

(a)Calculated using the average shares method.
(b)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

See Notes to Financial Statements. 
Annual Report | September 30, 202143

 
 

Clarkston Partners Fund – Institutional ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

NET ASSET VALUE, BEGINNING OF PERIOD
 
INCOME/(LOSS) FROM OPERATIONS:
Net investment income(a)
Net realized and unrealized gain on investments
Total from investment operations
 
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total Distributions
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(b)
 
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
 
RATIOS TO AVERAGE NET ASSETS
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income/(loss) including reimbursement/waiver
 
PORTFOLIO TURNOVER RATE

 

See Notes to Financial Statements. 
44www.clarkstonfunds.com

 
 

Clarkston Partners Fund – Institutional ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Year Ended September 30, 2018  For the Year Ended September 30, 2017 
$12.55  $12.76  $13.24  $12.36  $11.09 
                   
                   
 0.05   0.08   0.13   0.06   0.03 
 3.59   0.21   0.18   0.99   1.37 
 3.64   0.29   0.31   1.05   1.40 
                   
                   
 (0.05)  (0.12)  (0.09)  (0.04)  (0.05)
 (0.50)  (0.38)  (0.70)  (0.13)  (0.08)
 (0.55)  (0.50)  (0.79)  (0.17)  (0.13)
 3.09   (0.21)  (0.48)  0.88   1.27 
$15.64  $12.55  $12.76  $13.24  $12.36 
                   
 29.33%  2.07%  3.45%  8.52%  12.75%
                   
                   
$845,824  $574,777  $481,709  $429,622  $367,393 
                   
                   
 0.98%  1.01%  1.03%  1.08%  1.09%
 0.95%(c)  0.95%(c)  0.96%(c)  0.98%(c)  0.98%(c)
 0.30%  0.68%  1.04%  0.47%  0.27%
                   
 9%  25%  10%  23%  13%

 

(a)Calculated using the average shares method.
(b)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(c)According to the Fund's shareholder services plan with respect to the Fund's Institutional shares, any amount of fees accrued according to the plan but not paid during the Fund's fiscal year for such service activities shall be reimbursed to the Fund as soon as practical. Fees were reimbursed to the Fund for the years ended September 30, 2021, September 30, 2020, September 30, 2019, September 30, 2018 and September 30, 2017, respectively, in the amount of 0.05%, 0.05%, 0.04%, 0.02% and 0.02% of average net assets of Institutional shares.

 

See Notes to Financial Statements. 
Annual Report | September 30, 202145

 
 

Clarkston Fund – Institutional ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

NET ASSET VALUE, BEGINNING OF PERIOD
 
INCOME/(LOSS) FROM OPERATIONS:
Net investment income(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
 
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total Distributions
NET INCREASE/(DECREASE) IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(c)
 
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
 
RATIOS TO AVERAGE NET ASSETS
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
 
PORTFOLIO TURNOVER RATE

 

See Notes to Financial Statements. 
46www.clarkstonfunds.com

 
 

Clarkston Fund – Institutional ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Year Ended September 30, 2018  For the Year Ended September 30, 2017 
$12.05  $12.50  $11.99  $11.46  $10.52 
                   
 0.07   0.17   0.22   0.19   0.16 
 3.49   (0.05)  0.94   0.49   0.90 
 3.56   0.12   1.16   0.68   1.06 
                   
 (0.16)  (0.14)  (0.26)  (0.15)  (0.10)
 (0.65)  (0.43)  (0.39)  (0.00)(b)  (0.02)
 (0.81)  (0.57)  (0.65)  (0.15)  (0.12)
 2.75   (0.45)  0.51   0.53   0.94 
$14.80  $12.05  $12.50  $11.99  $11.46 
 30.08%  0.81%  10.92%  5.99%  10.13%
                   
$97,936  $48,479  $54,644  $31,673  $29,407 
                   
 0.80%  0.86%  0.93%  0.93%  1.04%
 0.66%  0.64%(d)  0.67%(d)  0.65%(d)  0.65%(d)
 0.46%  1.47%  1.86%  1.60%  1.41%
 18%  31%  17%  11%  5%

 

(a)Calculated using the average shares method.
(b)Less than $0.005 per share.
(c)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(d)According to the Fund's shareholder services plan with respect to the Fund's Institutional shares, any amount of fees accrued according to the plan but not paid during the Fund's fiscal year for such service activities shall be reimbursed to the Fund as soon as practical. Fees were reimbursed to the Fund for the years ended September 30, 2021, September 30, 2020, September 30, 2019, September 30, 2018 and September 30, 2017, respectively, in the amount of 0.04%, 0.06%, 0.03%, 0.05% and 0.05% of average net assets of Institutional shares.

 

See Notes to Financial Statements. 
Annual Report | September 30, 202147

 
 

Clarkston Founders Fund – Founders ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

  For the Period Ended September 30, 2021(a) 
NET ASSET VALUE, BEGINNING OF PERIOD $15.54 
     
INCOME/(LOSS) FROM OPERATIONS:    
Net investment income(b)  0.02 
Net realized and unrealized loss on investments  (0.47)(c)
Total from investment operations  (0.45)
     
NET DECREASE IN NET ASSET VALUE  (0.45)
NET ASSET VALUE, END OF PERIOD $15.09 
     
TOTAL RETURN(d)  (2.90%)
     
SUPPLEMENTAL DATA:    
Net assets, end of period (in 000s) $278,749 
     
RATIOS TO AVERAGE NET ASSETS    
Operating expenses excluding reimbursement/waiver  0.86%(e)
Operating expenses including reimbursement/waiver  0.80%(e)
Net investment income including reimbursement/waiver  0.20%(e)
     
PORTFOLIO TURNOVER RATE(f)  5%

 

(a)Commenced operations on February 17, 2021.
(b)Calculated using the average shares method.
(c)The amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and redemptions of Fund shares in relation to income earned and/or fluctuating market value of the investments of the Fund.
(d)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e)Annualized.
(f)Portfolio turnover rate for periods less than one full year have not been annualized.

 

See Notes to Financial Statements. 
48

www.clarkstonfunds.com 

 
 

 

Page Intentionally Left Blank

 

 
 

 

Clarkston Founders Fund – Institutional Class 

Financial Highlights
For a Share Outstanding Throughout the Periods Presented

 

NET ASSET VALUE, BEGINNING OF PERIOD
 
INCOME/(LOSS) FROM OPERATIONS:
Net investment income/(loss)(b)
Net realized and unrealized gain on investments
Total from investment operations
 
LESS DISTRIBUTIONS:
From net investment income
From net realized gains on investments
Total Distributions
NET INCREASE IN NET ASSET VALUE
NET ASSET VALUE, END OF PERIOD
 
TOTAL RETURN(d)
 
SUPPLEMENTAL DATA:
Net assets, end of period (in 000s)
 
RATIOS TO AVERAGE NET ASSETS
Operating expenses excluding reimbursement/waiver
Operating expenses including reimbursement/waiver
Net investment income including reimbursement/waiver
 
PORTFOLIO TURNOVER RATE(h)

 

See Notes to Financial Statements.

50www.clarkstonfunds.com

 
 

Clarkston Founders Fund – Institutional ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

For the Year Ended September 30, 2021  For the Year Ended September 30, 2020  For the Year Ended September 30, 2019  For the Year Ended September 30, 2018  For the Period Ended September 30, 2017(a) 
$12.35  $11.67  $11.34  $10.64  $10.00 
                   
                   
 (0.00)(c)  0.08   0.12   0.07   0.02 
 2.87   1.00   0.44   0.67   0.62 
 2.87   1.08   0.56   0.74   0.64 
                   
                   
 (0.02)  (0.10)  (0.08)  (0.04)   
 (0.11)  (0.30)  (0.15)      
 (0.13)  (0.40)  (0.23)  (0.04)   
 2.74   0.68   0.33   0.70   0.64 
$15.09  $12.35  $11.67  $11.34  $10.64 
                   
 23.31%  9.34%  5.31%  7.01%  6.40%
                   
                   
$139,088  $76,111  $44,411  $34,201  $24,147 
                   
                   
 0.92%  1.11%  1.15%  1.22%  1.46%(e)
 0.86%(f)  0.91%(f)  0.91%(f)  0.91%(f)  0.92%(e)(f)
 (0.00%)(g)  0.73%  1.06%  0.59%  0.29%(e)
                   
 5%  22%  15%  9%  4%

 

(a)Commenced operations on February 1, 2017.
(b)Calculated using the average shares method.
(c)Less than $0.005 per share.
(d)Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Total returns are for the period indicated and have not been annualized. Total returns would have been lower had certain expenses not been waived during the period. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(e)Annualized.

 

See Notes to Financial Statements. 
Annual Report | September 30, 202151

  

 

Clarkston Founders Fund – Institutional ClassFinancial Highlights
For a Share Outstanding Throughout the Periods Presented

 

(f)According to the Fund's shareholder services plan with respect to the Fund's Institutional shares, any amount of fees accrued according to the plan but not paid during the Fund's fiscal year for such service activities shall be reimbursed to the Fund as soon as practical. Fees were reimbursed to the Fund for the years ended September 30, 2021, September 30, 2020, September 30, 2019, September 30, 2018, and September 30, 2017, respectively, in the amount of 0.09%, 0.04%, 0.04%, 0.04% and 0.03% of average net assets of Institutional shares.

(g)Less than 0.005%.

(h)Portfolio turnover rate for periods less than one full year have not been annualized.

 

See Notes to Financial Statements.

52www.clarkstonfunds.com

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

1. ORGANIZATION

 

ALPS Series Trust (the “Trust”), a Delaware statutory trust, is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust consists of multiple separate portfolios or series. This annual report describes the Clarkston Partners Fund, the Clarkston Fund and the Clarkston Founders Fund (each, a “Fund” and collectively, the “Funds”). The Funds are non-diversified and each Fund's investment objective is to achieve long- term capital appreciation. The Clarkston Partners Fund and Clarkston Founders Fund currently offer Founders Class shares and Institutional Class shares, and the Clarkston Fund currently offers Institutional Class shares. Each share class of the Clarkston Partners Fund and Clarkston Founders Fund have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes. The Board of Trustees (the “Board”) may establish additional funds and classes of shares at any time in the future without shareholder approval.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for investment companies (“U.S. GAAP”). The Funds are considered investment companies under U.S. GAAP and follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the period. Actual results could differ from those estimates. The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements.

 

Investment Valuation: The Funds generally value their securities based on market prices determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern Time, on each day the NYSE is open for trading.

 

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Funds’ assets are valued. In the case of equity securities not traded on an exchange, or if such closing prices are not otherwise available, the securities are valued at the mean of the most recent bid and ask prices on such day.

 

Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value (“NAV”), with the exception of exchange-traded open-end investment companies, which are priced as equity securities. Money market funds, representing short-term investments, are valued at their NAV.

 

Annual Report | September 30, 202153

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

When such prices or quotations are not available, or when the Fair Value Committee appointed by the Board believes that they are unreliable, securities may be priced using fair value procedures approved by the Board.

 

Fair Value Measurements: The Funds disclose the classification of their fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

 

Various inputs are used in determining the value of the Funds’ investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

Level 1 –Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;

 

Level 2 –Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly); and

 

Level 3 –Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

 

54www.clarkstonfunds.com

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

The following is a summary of the inputs used to value the Funds’ investments as of September 30, 2021:

 

CLARKSTON PARTNERS FUND

 

Investments in Securities at Value Level 1 - Unadjusted Quoted Prices  Level 2 - Other Significant Observable Inputs  Level 3 - Significant Unobservable Inputs  Total 
Common Stock                
Consumer Discretionary $172,048,900  $  $  $172,048,900 
Consumer Staples  201,248,840         201,248,840 
Financials  436,094,483         436,094,483 
Industrials  190,634,181         190,634,181 
Technology  198,852,800         198,852,800 
Telecommunications  87,438,400         87,438,400 
Utilities  118,895,067         118,895,067 
Total $1,405,212,671  $  $  $1,405,212,671 

 

CLARKSTON FUND

 

Investments in Securities at Value Level 1 - Unadjusted Quoted Prices  Level 2 - Other Significant Observable Inputs  Level 3 - Significant Unobservable Inputs  Total 
Common Stock                
Consumer Discretionary $9,588,665  $  $  $9,588,665 
Consumer Staples  19,983,120         19,983,120 
Financials  21,424,320         21,424,320 
Industrials  25,743,546         25,743,546 
Technology  2,255,360         2,255,360 
Telecommunications  6,008,800         6,008,800 
Total $85,003,811  $  $  $85,003,811 

 

CLARKSTON FOUNDERS FUND

 

Investments in Securities at Value Level 1 - Unadjusted Quoted Prices  Level 2 - Other Significant Observable Inputs  Level 3 - Significant Unobservable Inputs  Total 
Common Stock                
Consumer Discretionary $35,885,300  $  $  $35,885,300 
Consumer Staples  83,892,660         83,892,660 
Financials  102,131,567         102,131,567 
Industrials  37,305,520         37,305,520 
Technology  50,401,700         50,401,700 
Telecommunications  23,310,000         23,310,000 
Utilities  24,129,350         24,129,350 
Total $357,056,097  $  $  $357,056,097 

 

There were no Level 3 securities held during the year.

 

Annual Report | September 30, 202155

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

Cash & Cash Equivalents: The Funds consider their investment in a Federal Deposit Insurance Corporation (“FDIC”) insured interest bearing account to be cash and cash equivalents. Cash and cash equivalents are valued at cost plus any accrued interest. The Funds maintain cash balances, which, at times may exceed federally insured limits. The Funds maintain these balances with a high quality financial institution.

 

Concentration of Credit Risk: Each Fund places its cash with a banking institution, which is insured by FDIC. The FDIC limit is $250,000. At various times throughout the period, the amount on deposit may exceed the FDIC limit and subject a Fund to a credit risk. The Funds do not believe that such deposits are subject to any unusual risk associated with investment activities.

 

Trust Expenses: Some expenses of the Trust can be directly attributed to a fund. Expenses that cannot be directly attributed to a fund are apportioned among all funds in the Trust based on average net assets of each fund, including Trustees' fees and expenses.

 

Fund Expenses: Some expenses can be directly attributed to a Fund and are apportioned among the classes based on average net assets of each class.

 

Class Expenses: Expenses that are specific to a class of shares are charged directly to that share class. Fees provided under the shareholder service plan for a particular class of a Fund are charged to the operations of such class.

 

Federal Income Taxes: The Funds comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and intend to distribute substantially all of their net taxable income and net capital gains, if any, each year so that they will not be subject to federal income or excise tax on undistributed income and gains. The Funds are not subject to income taxes to the extent such distributions are made.

 

As of and during the fiscal year ended September 30, 2021, the Funds did not have a liability for any unrecognized tax benefits in the accompanying financial statements. The Funds recognize interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations. The Funds file U.S. federal, state and local income tax returns as required. The Funds’ tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. The Funds’ administrator has analyzed the Funds’ tax positions taken on federal and state income tax returns for all open tax years and has concluded that as of September 30, 2021, no provision for income tax is required in the Funds’ financial statements related to these tax positions.

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the date the investments are purchased or sold (trade date basis for financial reporting purposes). Realized gains and losses from investment transactions are reported on an identified cost basis. Interest income, which includes accretion of discounts and amortization of premiums, is accrued and recorded as earned using the effective yield method. Dividend income is recognized on the ex-dividend date, or for certain foreign securities, as soon as information is available to a Fund. Withholding taxes on foreign dividends are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statements of Operations. All of the realized and unrealized gains and losses of a Fund and net investment income of a Fund are allocated daily to each class of the Fund in proportion to its average daily net assets.

 

56

www.clarkstonfunds.com 

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

Distributions to Shareholders: The Funds normally pay dividends, if any, and distribute capital gains, if any, on an annual basis. Income dividend distributions are derived from interest, dividends and other income the Funds receive from their investments, including short-term capital gains. Long-term capital gain distributions are derived from gains realized when a Fund sells a security it has owned for more than one year. A Fund may make additional distributions and dividends at other times if its portfolio manager or managers believe doing so may be necessary for the Fund to avoid or reduce taxes. Net investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes.

 

COVID-19 Risk: An outbreak of respiratory disease caused by a novel coronavirus was first detected in December 2019 and has now spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, partial population vaccination, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, government sponsored fiscal stimulus programs, various moratoria on the applicability of certain laws and regulations, as well as general concern and uncertainty. The impact of this coronavirus, (and the variants of such virus) and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies, their securities (including equity and debt), and the market in general in ways that cannot necessarily be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social, financial, and economic risks in certain countries. The impact of the outbreak may last for an extended period of time.

 

3. TAX BASIS INFORMATION

 

Tax Basis of Distributions to Shareholders: The character of distributions made during the period from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain were recorded by the Funds. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are finalized at fiscal year-end.

 

The tax character of distributions paid during the fiscal year ended September 30, 2021, were as follows:

 

  Ordinary Income  Long-Term Capital Gains 
Clarkston Partners Fund $5,143,628  $44,646,271 
Clarkston Fund  1,140,328   2,140,074 
Clarkston Founders Fund  604,606   1,546,463 

 

Annual Report | September 30, 202157
 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

The tax character of distributions paid during the fiscal year ended September 30, 2020, were as follows:

 

  Ordinary Income  Long-Term Capital Gains 
Clarkston Partners Fund $10,647,842  $26,709,245 
Clarkston Fund  633,816   1,888,331 
Clarkston Founders Fund  397,565   1,249,720 

 

Reclassifications: As of September 30, 2021, permanent differences in book and tax accounting were reclassified. The following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character:

 

  Paid-in Capital  Total Distributable Earnings 
Clarkston Partners Fund $146,531  $(146,531)

 

These differences are primarily attributable to deemed distributions for tax purposes.

 

Unrealized Appreciation and Depreciation on Investments: As of September 30, 2021, the aggregate costs of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation for Federal tax purposes were as follows:

 

  Clarkston Partners Fund  Clarkston Fund  Clarkston Founders Fund 
Gross unrealized appreciation (excess of value over tax cost) $468,204,225  $20,164,484  $51,851,628 
Gross unrealized depreciation (excess of tax cost over value)  (60,643,051)  (7,857,473)  (24,964,983)
Net appreciation (depreciation) of foreign currency and derivatives         
Net unrealized appreciation $407,561,174  $12,307,011  $26,886,645 
Cost of investments for income tax purposes $997,651,497  $72,696,800  $330,169,452 

 

These differences are primarily attributable to wash sales.

 

58

www.clarkstonfunds.com 

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

Components of Distributable Earnings: As of September 30, 2021, components of distributable earnings were as follows:

 

  Clarkston Partners Fund  Clarkston Fund  Clarkston Founders Fund 
Undistributed ordinary income $4,482,151  $1,048,052  $1,558,497 
Accumulated capital gains  7,358,222   2,112,242   565,006 
Net unrealized appreciation  407,561,174   12,307,011   26,886,645 
Total $419,401,547  $15,467,305  $29,010,148 

 

4. SECURITIES TRANSACTIONS

 

Purchases and sales of securities, excluding short-term securities, during the fiscal year ended September 30, 2021, were as follows:

 

  Purchases of Securities  Proceeds from Sales of Securities 
Clarkston Partners Fund $217,139,973  $122,535,310 
Clarkston Fund  38,338,369   11,625,779 
Clarkston Founders Fund  282,600,074   13,386,274 

 

5. BENEFICIAL SHARE TRANSACTIONS

 

The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per share. Holders of the shares of the Funds have one vote for each share held and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are transferable and redeemable at the option of the shareholder. Shares have no pre-emptive rights. Neither the Funds nor any of their creditors have the right to require shareholders to pay any additional amounts solely because the shareholder owns the shares.

 

Annual Report | September 30, 202159
 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

Transactions in common shares were as follows:

 

  For the Year Ended September 30, 2021  For the Year Ended September 30, 2020 
Clarkston Partners Fund      
Founders Class      
Shares sold  919,329   12,044,655 
Shares issued in reinvestment of distributions to shareholders  50,354   42,309 
Shares redeemed  (2,325,386)  (3,392,583)
Net increase/(decrease) in shares outstanding  (1,355,703)  8,694,381 
Institutional Class        
Shares sold  15,108,538   15,338,237 
Shares issued in reinvestment of distributions to shareholders  1,685,746   1,436,765 
Shares redeemed  (8,516,424)  (8,714,703)
Net increase in shares outstanding  8,277,860   8,060,299 
         
Clarkston Fund        
Institutional Class        
Shares sold  2,869,881   703,998 
Shares issued in reinvestment of distributions to shareholders  239,537   201,623 
Shares redeemed  (514,932)  (1,256,132)
Net increase/(decrease) in shares outstanding  2,594,486   (350,511)
         
Clarkston Founders Fund        
Founders Class(a)        
Shares sold  19,965,249    
Shares issued in reinvestment of distributions to shareholders      
Shares redeemed  (1,496,067)   
Net increase in shares outstanding  18,469,182    
Institutional Class        
Shares sold  16,726,461   2,956,388 
Shares issued in reinvestment of distributions to shareholders  63,240   137,503 
Shares redeemed  (13,734,914)  (734,413)
Net increase in shares outstanding  3,054,787   2,359,478 

 

(a)The Founders Class commenced operations on February 17, 2021.

 

60www.clarkstonfunds.com

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. Approximately 43% of the outstanding shares of the Clarkston Partners Fund are held by one shareholder that owns shares on behalf of its underlying beneficial owners. Approximately 79% of the outstanding shares of the Clarkston Fund are owned by one omnibus account. Approximately 64% of the outstanding shares of the Clarkston Founders Fund are held by one shareholder that owns shares on behalf of its underlying beneficial owners. Share transaction activities of these shareholders could have a material impact on the Funds.

 

6. MANAGEMENT AND RELATED PARTY TRANSACTIONS

 

Investment Advisory: Clarkston Capital Partners, LLC (“Clarkston” or the “Adviser”), subject to the authority of the Board, is responsible for the management of the Funds’ portfolios. The Adviser manages the investments of the Funds in accordance with the Funds’ investment objectives, policies and limitations and investment guidelines established jointly by the Adviser and the Board.

 

Pursuant to the Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, each Fund pays the Adviser an annual management fee that is based on each Fund’s average daily net assets. The management fee is paid on a monthly basis. The contractual management fee rates are 0.80%, 0.50% and 0.75% for the Clarkston Partners Fund, the Clarkston Fund and the Clarkston Founders Fund, respectively. The Board may extend the Advisory Agreement for additional one-year terms. The Board and shareholders of a Fund may terminate the Advisory Agreement upon 30 days’ written notice. The Adviser may terminate the Advisory Agreement upon 60 days’ notice.

 

Pursuant to a fee waiver letter agreement (the “Fee Waiver Agreement”), the Adviser has contractually agreed to limit the amount of each Fund’s Total Annual Fund Operating Expenses, exclusive of shareholder servicing fees, brokerage expenses, interest expenses, taxes, acquired fund fees and expenses and extraordinary expenses to an annual rate of 0.85% of the Clarkston Partners Fund’s average daily net assets for each of the Founders Class shares and the Institutional Class shares, 0.55% of the Clarkston Fund’s average daily net assets for the Institutional Class shares and 0.80% of the Clarkston Founders Fund’s average daily net assets for the Institutional Class shares. The Fee Waiver Agreement is in effect through January 31, 2022, for the Clarkston Partners Fund, Clarkston Fund and Institutional Class shares of the Founders Fund and through February 28, 2022 for the Founders Class shares of the Founders Fund and will thereafter continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by the Board and the Adviser does not provide at least 30 days written notice of noncontinuance prior to the end of the then effective term. The Adviser may not terminate the Fee Waiver Agreement without the approval of the Trust’s Board. The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through the Fee Waiver Agreement only to the extent that the Fund’s expenses in later periods do not exceed the lesser of: (1) the contractual expense limit in effect at the time the Adviser waives or limits the expenses; or (2) the contractual expense limit in effect at the time the Adviser seeks to recover the expenses; provided, however, that the Funds will not be obligated to reimburse any such expenses borne by the Adviser more than three years after the date on which the fee or expense was waived or limited or assumed and paid by the Adviser, as calculated on a monthly basis.

 

Annual Report | September 30, 202161

 
 

 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

For the fiscal year ended September 30, 2021, the fee waivers and/or reimbursements were $230,019, $257,630, $108,840, $98,870, and $86,951 for the Clarkston Partners Fund Founders Class, Clarkston Partners Fund Institutional Class, Clarkston Fund Institutional Class, Clarkston Founders Fund Founders Class and Clarkston Founders Fund Institutional Class, respectively.

 

As of September 30, 2021, the balances of recoupable expenses for each Fund and class were as follows:

 

  Expiring in 2022  Expiring in 2023  Expiring in 2024 
Clarkston Partners Fund         
Founders $303,538  $312,179  $230,019 
Institutional  312,594   333,794   257,630 
Clarkston Fund            
Institutional  108,159   110,696   108,840 
Clarkston Founders Fund            
Founders        98,870 
Institutional  90,772   110,059   86,951 

 

Administrator: SS&C ALPS Fund Services, Inc. (“ALPS”) (an affiliate of ALPS Distributors, Inc.) serves as administrator to each Fund. The Funds have agreed to pay expenses incurred in connection with their administrative activities. Pursuant to the Administration, Bookkeeping and Pricing Services Agreement with the Trust, ALPS provides operational services to the Funds including, but not limited to, fund accounting and fund administration and generally assists in each Fund’s operations. Each Fund’s administration fee is accrued on a daily basis and paid monthly. The officers of the Trust are employees of ALPS. Administration fees paid by the Funds for the fiscal year ended September 30, 2021 are disclosed in the Statements of Operations. ALPS is reimbursed by the Funds for certain out-of-pocket expenses.

 

Transfer Agent: ALPS serves as transfer agent for each Fund under a Transfer Agency and Services Agreement with the Trust. Under this agreement, ALPS is paid an annual fee for services performed on behalf of the Funds plus fees for open accounts and is reimbursed for certain out-of-pocket expenses.

 

Compliance Services: ALPS provides Chief Compliance Officer services to each Fund to monitor and test the policies and procedures of each Fund in conjunction with requirements under Rule 38a-1 of the 1940 Act pursuant to a Chief Compliance Officer Services Agreement with the Trust. Under this agreement, ALPS is paid an annual fee for services performed on behalf of the Funds and is reimbursed for certain out-of-pocket expenses.

 

Distribution: ALPS Distributors, Inc. (the “Distributor”) (an affiliate of ALPS) acts as the principal underwriter of each Fund’s shares pursuant to a Distribution Agreement with the Trust. Shares of each Fund are offered on a continuous basis through the Distributor, as agent of the Funds. The Distributor is not obligated to sell any particular amount of shares and is not entitled to any compensation for its services as the Funds’ principal underwriter pursuant to the Distribution Agreement.

 

62www.clarkstonfunds.com

 
 

Clarkston FundsNotes to Financial Statements
 September 30, 2021

 

Each Fund has adopted a shareholder services plan (“Shareholder Services Plan”) for its Institutional Class. Under the Shareholder Services Plan each Fund is authorized to pay banks and their affiliates and other institutions, including broker-dealers and Fund affiliates (“Participating Organizations”), an aggregate fee in an amount not to exceed on an annual basis 0.15% of the average daily net asset value of each Fund’s Institutional Class shares to Participating Organizations as compensation for providing shareholder service activities, which do not include distribution services, pursuant to an agreement with a Participating Organization.

 

7. TRUSTEES

 

As of September 30, 2021, there were four Trustees, three of whom are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”). The Independent Trustees of the Trust and Interested Trustees who are not currently employed by the Adviser, ALPS or other service providers receive a quarterly retainer of $13,500, plus $4,000 for each regular Board or Committee meeting attended and $2,000 for each special telephonic or in-person Board or Committee meeting attended. Additionally, the Audit Committee Chair receives a quarterly retainer of $1,250 and the Independent Chair receives a quarterly retainer of $3,250. The Independent Trustees and Interested Trustees who are not currently employed by the Adviser, ALPS or other service providers are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings. Officers of the Trust receive no salary or fees from the Trust. As discussed in Note 6, the Funds pay ALPS an annual fee for compliance services.

 

8. INDEMNIFICATIONS

 

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts with service providers that may contain general indemnification clauses which may permit indemnification to the extent permissible under applicable law. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

9. SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statements of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

 

Annual Report | September 30, 2021 63
 
 

 Report of Independent Registered
Clarkston FundsPublic Accounting Firm

 

To the Shareholders of Clarkston Partners Fund, Clarkston Fund and Clarkston Founders Fund and Board of Trustees of ALPS Series Trust

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Clarkston Partners Fund, Clarkston Fund and Clarkston Founders Fund (the “Funds”), each a series of ALPS Series Trust, as of September 30, 2021, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five years in the period then ended for Clarkston Partners Fund and Clarkston Fund, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five periods in the period then ended for Clarkston Founders Fund (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2021, the results of their operations, the changes in net assets, and the financial highlights for the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Funds’ auditor since 2017.

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

November 29, 2021

 

64www.clarkstonfunds.com
 
 

Clarkston FundsAdditional Information
 September 30, 2021 (Unaudited)

 

1. PROXY VOTING POLICIES AND VOTING RECORD

 

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, (i) by calling the Funds (toll-free) at 1-844-680-6562 or (ii) on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov.

 

Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling the Funds (toll-free) at 1-844-680-6562 or (ii) on the SEC’s website at http://www.sec.gov.

 

2. PORTFOLIO HOLDINGS

 

The Funds’ portfolio holdings are made available semi-annually in shareholder reports within 60 days after the close of the period for which the report is being made, as required by federal securities laws. Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds’ Form N-PORT reports are available on the SEC’s website at www.sec.gov. The Funds’ portfolio holdings are also available at www.clarkstonfunds.com, or upon request, without charge, by calling (toll-free) 1-844-680-6562 or by writing to SS&C ALPS, c/o Clarkston Funds at 1290 Broadway, Suite 1000, Denver, Colorado 80203.

 

3. SHAREHOLDER PROXY RESULTS

 

At a Special Meeting of Shareholders of the ALPS Series Trust, held on April 12, 2021, shareholders of record as of the close of business on March 1, 2021 voted to approve the following proposals: