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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Value Line Funds (MM) | NASDAQ:ACDEX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
1.
|
The top three performing sectors in the S&P 500® Index were Financials, Consumer Discretion and Industrials. The Allegiance Fund had a weighting in all three sectors that exceeded the S&P 500® Index. Therefore, we had more funds invested in the sectors that did well.
|
2.
|
The stocks that the Allegiance Fund held in these three sectors performed better than the stocks in their respective S&P 500® Index sectors.
|
3.
|
Financials, Consumer Discretion and Industrials are sectors that historically do well in an improving economy. These past six months have calmed investors’ fears that troubled foreign economies would drag down the U.S. economy thus favoring economically sensitive stocks.
|
4.
|
Our focus on companies with strong balance sheets gives our companies the ability to expand more rapidly should business demand continue to improve.
|
Average Annual Total Return:
|
1 Year
|
5 Years*
|
10 Years*
|
American Trust Allegiance Fund
|
8.04%
|
4.56%
|
8.05%
|
S&P 500® Index
|
13.46%
|
4.94%
|
8.24%
|
*
|
Average annual total return represents the average change in account value over the periods indicated.
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period
|
|
9/1/12
|
2/28/13
|
9/1/12 – 2/28/13*
|
|
Actual
|
$1,000.00
|
$1,097.20
|
$7.54
|
Hypothetical (5% return
|
$1,000.00
|
$1,017.60
|
$7.25
|
before expenses)
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 1.45%, multiplied by the average account value over the period, multiplied by 181 (days in most recent fiscal half-year)/365 days to reflect the one-half year expense.
|
Shares
|
COMMON STOCKS: 96.05%
|
Value
|
|||||
Apparel Manufacturing: 1.81%
|
|||||||
2,210 |
VF Corp.
|
$ | 356,385 | ||||
Broadcasting (except Internet): 2.96%
|
|||||||
14,640 |
Comcast Corp. - Class A
|
582,526 | |||||
Chemical Manufacturing: 7.18%
|
|||||||
1,660 |
Colgate-Palmolive Co.
|
189,954 | |||||
7,440 |
LyondellBasell Industries NV - Class A#
|
436,133 | |||||
5,040 |
Praxair, Inc.
|
569,772 | |||||
2,780 |
Tupperware Brands Corp.
|
217,479 | |||||
1,413,338 | |||||||
Computer and Electronic
|
|||||||
Product Manufacturing: 16.17%
|
|||||||
1,390 |
Apple, Inc.
|
613,546 | |||||
21,580 |
EMC Corp.*
|
496,556 | |||||
3,730 |
International Business Machines Corp.
|
749,096 | |||||
43,760 |
NVIDIA Corp.
|
554,002 | |||||
8,560 |
Qualcomm, Inc.
|
561,793 | |||||
6,010 |
Texas Instruments, Inc.
|
206,564 | |||||
3,181,557 | |||||||
Conglomerates: 3.84%
|
|||||||
17,510 |
Loews Corp.
|
754,856 | |||||
Credit Intermediation and
|
|||||||
Related Activities: 1.15%
|
|||||||
4,000 |
State Street Corp.
|
226,360 | |||||
Data Processing, Hosting,
|
|||||||
and Related Services: 1.96%
|
|||||||
11,250 |
Oracle Corp.
|
385,425 | |||||
Electrical Equipment Manufacturing: 2.09%
|
|||||||
10,240 |
TE Connectivity Ltd.#
|
410,931 | |||||
Food Manufacturing: 8.32%
|
|||||||
4,400 |
General Mills, Inc.
|
203,500 | |||||
46,251 |
Gruma, S.A.B. de C.V. - ADR*
|
648,902 | |||||
28,400 |
Mondelez International, Inc. - Class A
|
785,260 | |||||
1,637,662 | |||||||
Insurance Carriers and
|
|||||||
Related Activities: 5.26%
|
|||||||
10,130 |
Berkshire Hathaway, Inc. - Class B*
|
1,034,881 |
Shares
|
Value
|
||||||
Leather and Allied Product
|
|||||||
Manufacturing: 2.00%
|
|||||||
7,220 |
Nike, Inc. - Class B
|
$ | 393,201 | ||||
Machinery Manufacturing: 2.10%
|
|||||||
3,570 |
Cummins, Inc.
|
413,656 | |||||
Merchant Wholesalers, Durable Goods: 2.13%
|
|||||||
5,280 |
Owens Corning, Inc.*
|
204,917 | |||||
7,570 |
Swatch Group AG - ADR
|
215,366 | |||||
420,283 | |||||||
Mining (except Oil and Gas): 6.88%
|
|||||||
18,550 |
Freeport-McMoRan Copper & Gold, Inc.
|
592,116 | |||||
18,900 |
Newmont Mining Corp.
|
761,481 | |||||
1,353,597 | |||||||
Oil and Gas Extraction: 5.23%
|
|||||||
42,030 |
Pacific Rubiales Energy Corp.#
|
1,029,098 | |||||
Other Information Services: 2.12%
|
|||||||
520 |
Google, Inc. - Class A*
|
416,624 | |||||
Petroleum and Coal
|
|||||||
Products Manufacturing: 2.77%
|
|||||||
6,090 |
Exxon Mobil Corp.
|
545,359 | |||||
Professional, Scientific &
|
|||||||
Technical Services: 0.99%
|
|||||||
7,220 |
The Babcock & Wilcox Co.
|
195,084 | |||||
Publishing Industries: 2.06%
|
|||||||
5,280 |
Adobe Systems, Inc.*
|
207,504 | |||||
5,400 |
Autodesk, Inc.*
|
198,288 | |||||
405,792 | |||||||
Real Estate: 3.61%
|
|||||||
29,396 |
CBRE Group, Inc.*
|
710,501 | |||||
Securities, Commodity Contracts,
|
|||||||
and Other Finance: 1.95%
|
|||||||
2,720 |
Franklin Resources, Inc.
|
384,200 | |||||
Support Activities for Mining: 4.00%
|
|||||||
10,110 |
Schlumberger Ltd.#
|
787,063 | |||||
Telecommunications: 1.90%
|
|||||||
4,820 |
American Tower Corp.
|
374,032 |
Shares
|
Value
|
||||||
Transportation Equipment
|
|||||||
Manufacturing: 7.57%
|
|||||||
20,250 |
Embraer S. A. - ADR
|
$ | 687,285 | ||||
63,590 |
Ford Motor Co.
|
801,870 | |||||
1,489,155 | |||||||
TOTAL COMMON STOCKS
|
|||||||
(Cost $15,793,884)
|
18,901,566 | ||||||
PREFERRED STOCKS: 2.20%
|
|||||||
Nonstore Retailers: 2.20%
|
|||||||
16,650 |
Ultrapar Participacoes S.A. - ADR
|
432,733 | |||||
TOTAL PREFERRED STOCKS
|
|||||||
(Cost $321,130)
|
432,733 | ||||||
SHORT-TERM INVESTMENTS: 1.80%
|
|||||||
353,663 |
Fidelity Institutional Money Market
|
||||||
Government Portfolio - Class I, 0.01%†
|
353,663 | ||||||
3,164 |
Reserve Primary Fund - Class 5
+
‡
|
— | |||||
TOTAL SHORT-TERM INVESTMENTS
|
|||||||
(Cost $356,827)
|
353,663 | ||||||
Total Investments in Securities
|
|||||||
(Cost $16,471,841): 100.05%
|
19,687,962 | ||||||
Liabilities in Excess of Other Assets: (0.05)%
|
(8,847 | ) | |||||
Net Assets: 100.00%
|
$ | 19,679,115 |
*
|
Non-income producing security.
|
#
|
U.S. traded security of a foreign issuer.
|
+
|
Valued at a fair value in accordance with procedures established by the Fund’s Board of Trustees.
|
‡
|
Illiquid security. As of February 28, 2013, the security had a value of $0 (0.0% of net assets). The security was acquired between September 16, 2008 and October 22, 2008, and has a cost basis of $3,164.
|
†
|
Rate shown is the 7-day annualized yield as of February 28, 2013.
|
ASSETS
|
||||
Investments in securities, at value (cost $16,471,841)
|
$ | 19,687,962 | ||
Receivables:
|
||||
Fund shares sold
|
2,007 | |||
Dividends and interest
|
36,170 | |||
Prepaid expenses
|
12,555 | |||
Total assets
|
19,738,694 | |||
LIABILITIES
|
||||
Payables:
|
||||
Due to advisor
|
7,966 | |||
Administration fees
|
9,551 | |||
Audit fees
|
17,300 | |||
Transfer agent fees and expenses
|
10,851 | |||
Fund accounting fees
|
6,665 | |||
Legal fees
|
525 | |||
Custody fees
|
357 | |||
Shareholder reporting
|
1,880 | |||
Chief Compliance Officer fee
|
1,750 | |||
Accrued other expenses
|
2,734 | |||
Total liabilities
|
59,579 | |||
NET ASSETS
|
$ | 19,679,115 | ||
Net asset value, offering and redemption price
|
||||
per share
[$19,679,115 / 846,183 shares
|
||||
outstanding; unlimited number of shares
|
||||
(par value $0.01) authorized]
|
$ | 23.26 | ||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$ | 17,864,589 | ||
Undistributed net investment income
|
16,797 | |||
Accumulated net realized loss on investments
|
(1,418,392 | ) | ||
Net unrealized appreciation on investments
|
3,216,121 | |||
Net assets
|
$ | 19,679,115 |
INVESTMENT INCOME
|
||||
Income
|
||||
Dividends (net of foreign tax withheld of $6,962)
|
$ | 277,378 | ||
Interest
|
95 | |||
Total income
|
277,473 | |||
Expenses
|
||||
Advisory fees (Note 4)
|
170,788 | |||
Transfer agent fees and expenses (Note 4)
|
42,709 | |||
Administration fees (Note 4)
|
35,954 | |||
Fund accounting fees (Note 4)
|
26,384 | |||
Audit fees
|
17,300 | |||
Registration fees
|
16,937 | |||
Legal fees
|
8,106 | |||
Reports to shareholders
|
7,805 | |||
Chief Compliance Officer fee (Note 4)
|
7,001 | |||
Trustee fees
|
5,720 | |||
Custody fees (Note 4)
|
4,256 | |||
Miscellaneous expense
|
3,205 | |||
Insurance expense
|
2,655 | |||
Total expenses
|
348,820 | |||
Less: advisory fee waiver (Note 4)
|
(88,144 | ) | ||
Net expenses
|
260,676 | |||
Net investment income
|
16,797 | |||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
||||
Net realized gain on investments
|
1,050,650 | |||
Net change in unrealized
|
||||
appreciation on investments
|
419,333 | |||
Net realized and unrealized
|
||||
gain on investments
|
1,469,983 | |||
Net increase in net assets
|
||||
resulting from operations
|
$ | 1,486,780 |
Year Ended
|
Year Ended
|
|||||||
February 28, 2013
|
February 29, 2012
|
|||||||
INCREASE/(DECREASE) IN NET ASSETS FROM:
|
||||||||
OPERATIONS
|
||||||||
Net investment income
|
$ | 16,797 | $ | 33,380 | ||||
Net realized gain on investments
|
1,050,650 | 878,450 | ||||||
Net change in unrealized
|
||||||||
appreciation/(depreciation)
|
||||||||
on investments
|
419,333 | (76,390 | ) | |||||
Net increase in net assets
|
||||||||
resulting from operations
|
1,486,780 | 835,440 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
From net investment income
|
(18,407 | ) | (24,135 | ) | ||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Net increase/(decrease) in net assets
|
||||||||
derived from net change
|
||||||||
in outstanding shares (a)
|
456,932 | (602,849 | ) | |||||
Total increase in net assets
|
1,925,305 | 208,456 | ||||||
NET ASSETS
|
||||||||
Beginning of year
|
17,753,810 | 17,545,354 | ||||||
End of year
|
$ | 19,679,115 | $ | 17,753,810 | ||||
Includes undistributed net
|
||||||||
investment income of
|
$ | 16,797 | $ | 18,407 | ||||
(a)
|
A summary of share transactions is as follows:
|
Year Ended
|
Year Ended
|
|||||||||||||||
February 28, 2013
|
February 29, 2012
|
|||||||||||||||
Shares
|
Paid-in Capital
|
Shares
|
Paid-in Capital
|
|||||||||||||
Shares sold
|
111,000 | $ | 2,375,860 | 117,000 | $ | 2,341,349 | ||||||||||
Shares issued in
|
||||||||||||||||
reinvestment of
|
||||||||||||||||
distributions
|
642 | 13,991 | 1,046 | 19,418 | ||||||||||||
Shares redeemed
|
(89,426 | ) | (1,932,919 | ) | (151,274 | ) | (2,963,616 | ) | ||||||||
Net increase/
|
||||||||||||||||
(decrease)
|
22,216 | $ | 456,932 | (33,228 | ) | $ | (602,849 | ) |
Year Ended
|
||||||||||||||||||||
2/28/13
|
2/29/12
|
2/28/11
|
2/28/10
|
2/28/09
|
||||||||||||||||
Net asset value,
|
||||||||||||||||||||
beginning of year
|
$ | 21.55 | $ | 20.47 | $ | 16.90 | $ | 11.08 | $ | 18.97 | ||||||||||
Income from
|
||||||||||||||||||||
investment operations:
|
||||||||||||||||||||
Net investment income
|
0.02 | 0.04 | 0.04 | 0.03 | 0.06 | |||||||||||||||
Net realized and
|
||||||||||||||||||||
unrealized gain/(loss)
|
||||||||||||||||||||
on investments
|
1.71 | 1.07 | 3.55 | 5.85 | (7.80 | ) | ||||||||||||||
Total from
|
||||||||||||||||||||
investment operations
|
1.73 | 1.11 | 3.59 | 5.88 | (7.74 | ) | ||||||||||||||
Less distributions:
|
||||||||||||||||||||
From net
|
||||||||||||||||||||
investment income
|
(0.02 | ) | (0.03 | ) | (0.02 | ) | (0.06 | ) | (0.15 | ) | ||||||||||
Total distributions
|
(0.02 | ) | (0.03 | ) | (0.02 | ) | (0.06 | ) | (0.15 | ) | ||||||||||
Net asset value, end of year
|
$ | 23.26 | $ | 21.55 | $ | 20.47 | $ | 16.90 | $ | 11.08 | ||||||||||
Total return
|
8.04 | % | 5.44 | % | 21.25 | % | 53.07 | % | -40.90 | % | ||||||||||
Ratios/supplemental data:
|
||||||||||||||||||||
Net assets, end
|
||||||||||||||||||||
of year (thousands)
|
$ | 19,679 | $ | 17,754 | $ | 17,545 | $ | 15,129 | $ | 11,124 | ||||||||||
Ratio of expenses to
|
||||||||||||||||||||
average net assets:
|
||||||||||||||||||||
Before fee waiver
|
1.94 | % | 2.04 | % | 2.13 | % | 2.27 | % | 2.03 | % | ||||||||||
After fee waiver
|
1.45 | % | 1.45 | % | 1.45 | % | 1.45 | % | 1.45 | % | ||||||||||
Ratio of net investment
|
||||||||||||||||||||
income/(loss) to average
|
||||||||||||||||||||
net assets:
|
||||||||||||||||||||
Before fee waiver
|
(0.40 | )% | (0.39 | )% | (0.44 | )% | (0.69 | )% | (0.30 | )% | ||||||||||
After fee waiver
|
0.09 | % | 0.20 | % | 0.24 | % | 0.13 | % | 0.28 | % | ||||||||||
Portfolio turnover rate
|
50.66 | % | 48.59 | % | 76.63 | % | 79.51 | % | 36.55 | % |
A.
|
Security Valuation:
All investments in securities are recorded at their estimated fair value, as described in note 3.
|
B.
|
Federal Income Taxes:
It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no Federal income or excise tax provision is required.
|
|
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2010 – 2012, or expected to be taken in the Fund’s 2013 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Wisconsin; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
|
C.
|
Security Transactions, Income and Distributions:
Security transactions are accounted for on the trade date. Realized gains and losses on securiti es sold are calculated on the basis of first in, first out. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
|
|
The Fund distributes substantially all net investment income, if any, and net realized gains, if any, annually. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations which differ from accounting principles generally accepted in the United States of America. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their Federal tax treatment.
|
D.
|
Reclassification of Capital Accounts:
Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
|
E.
|
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
|
F.
|
REITs:
The Fund has made certain investments in real estate investment trusts (“REITs”) which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to its shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.
|
G.
|
Events Subsequent to the Fiscal Year End:
In preparing the financial statements as of February 28, 2013, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements.
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
Level 2 –
|
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks
|
||||||||||||||||
Finance and Insurance
|
$ | 2,400,297 | $ | — | $ | — | $ | 2,400,297 | ||||||||
Information
|
2,718,401 | — | — | 2,718,401 | ||||||||||||
Manufacturing
|
9,296,594 | — | — | 9,296,594 | ||||||||||||
Mining
|
3,169,758 | — | — | 3,169,758 | ||||||||||||
Professional, Scientific,
|
||||||||||||||||
and Technical Services
|
195,084 | — | — | 195,084 | ||||||||||||
Real Estate and
|
||||||||||||||||
Rental and Leasing
|
710,501 | — | — | 710,501 | ||||||||||||
Wholesale Trade
|
410,931 | — | — | 410,931 | ||||||||||||
Total Common Stocks
|
18,901,566 | — | — | 18,901,566 | ||||||||||||
Preferred Stocks
|
||||||||||||||||
Utilities
|
432,733 | — | — | 432,733 | ||||||||||||
Total Preferred Stocks
|
432,733 | — | — | 432,733 | ||||||||||||
Short-Term Investments
|
353,663 | — | — | 353,663 | ||||||||||||
Total Investments
|
||||||||||||||||
in Securities
|
$ | 19,687,962 | $ | — | $ | — | $ | 19,687,962 |
Year
|
Amount
|
||||
2014
|
$ | 106,398 | |||
2015
|
100,749 | ||||
2016
|
88,144 | ||||
$ | 295,291 |
Administration
|
$35,954 | ||||
Fund Accounting
|
26,384 | ||||
Transfer Agency (a)
|
24,276 | ||||
Custody
|
4,256 | ||||
Chief Compliance Officer
|
7,001 |
(a)
|
Does not include out-of-pocket expenses
|
Fund Administration
|
$9,551 | ||||
Fund Accounting
|
6,665 | ||||
Transfer Agency (a)
|
6,075 | ||||
Chief Compliance Officer
|
1,750 | ||||
Custody
|
357 |
(a)
|
Does not include out-of-pocket expenses
|
February 28, 2013
|
February 29, 2012
|
||
Ordinary income
|
$18,407
|
$24,135
|
Cost of investments (a)
|
$ | 16,475,131 | ||
Gross tax unrealized appreciation
|
3,791,703 | |||
Gross tax unrealized depreciation
|
(578,872 | ) | ||
Net tax unrealized appreciation
|
3,212,831 | |||
Undistributed ordinary income
|
16,797 | |||
Undistributed long-term capital gain
|
— | |||
Total distributable earnings
|
16,797 | |||
Other accumulated gains/(losses)
|
(1,415,102 | ) | ||
Total accumulated earnings/(losses)
|
$ | 1,814,526 |
(a)
|
The cost for federal income tax purposes differs from the cost for financial statement purposes due to wash sales.
|
Number of
|
|||||
Term of
|
Portfolios
|
||||
Office
|
in Fund
|
Other
|
|||
Position
|
and
|
Principal
|
Complex
|
Directorships
|
|
Held
|
Length
|
Occupation
|
Overseen
|
Held During
|
|
Name, Address
|
with the
|
of Time
|
During Past
|
by
|
Past Five
|
and Age
|
Trust
|
Served
|
Five Years
|
Trustee
(2)
|
Years
|
Independent Trustees
(1)
|
|||||
Donald E. O’Connor
|
Trustee
|
Indefinite
|
Retired;
|
1
|
Trustee,
|
(age 76)
|
term
|
former
|
Advisors
|
||
615 E. Michigan Street
|
since
|
Financial
|
Series Trust
|
||
Milwaukee, WI 53202
|
February
|
Consultant
|
(for series not
|
||
1997.
|
and former
|
affiliated with
|
|||
Executive Vice
|
the Fund);
|
||||
President and
|
Trustee, The
|
||||
Chief Operating
|
Forward
|
||||
Officer of ICI
|
Funds (35
|
||||
Mutual
|
portfolios).
|
||||
Insurance
|
|||||
Company
|
|||||
(until January
|
|||||
1997).
|
|||||
George J. Rebhan
|
Trustee
|
Indefinite
|
Retired;
|
1
|
Trustee,
|
(age 78)
|
term
|
formerly
|
Advisors
|
||
615 E. Michigan Street
|
since
|
President,
|
Series Trust
|
||
Milwaukee, WI 53202
|
May
|
Hotchkis and
|
(for series not
|
||
2002.
|
Wiley Funds
|
affiliated with
|
|||
(mutual funds)
|
the Fund);
|
||||
(1985 to 1993).
|
Independent
|
||||
Trustee from
|
|||||
1999 to 2009,
|
|||||
E*TRADE
|
|||||
Funds.
|
|||||
George T. Wofford
|
Trustee
|
Indefinite
|
Retired;
|
1
|
Trustee,
|
(age 73)
|
term
|
formerly
|
Advisors
|
||
615 E. Michigan Street
|
since
|
Senior Vice
|
Series Trust
|
||
Milwaukee, WI 53202
|
February
|
President,
|
(for series not
|
||
1997.
|
Federal Home
|
affiliated with
|
|||
Loan Bank of
|
the Fund).
|
||||
San Francisco.
|
|||||
Number of
|
|||||
Term of
|
Portfolios
|
||||
Office
|
in Fund
|
Other
|
|||
Position
|
and
|
Principal
|
Complex
|
Directorships
|
|
Held
|
Length
|
Occupation
|
Overseen
|
Held During
|
|
Name, Address
|
with the
|
of Time
|
During Past
|
by
|
Past Five
|
and Age
|
Trust
|
Served
|
Five Years
|
Trustee
(2)
|
Years
|
Interested Trustee
|
|||||
Joe D. Redwine
(3)
|
Interested
|
Indefinite
|
President,
|
1
|
Trustee,
|
(age 65)
|
Trustee
|
term
|
CEO, U.S.
|
Advisors
|
|
615 E. Michigan Street
|
since
|
Bancorp Fund
|
Series Trust
|
||
Milwaukee, WI 53202
|
September
|
Services, LLC
|
(for series not
|
||
2008.
|
(May 1991 to
|
affiliated with
|
|||
present).
|
the Fund).
|
Term of
|
|||
Office
|
|||
Position
|
and
|
||
Held
|
Length
|
||
Name, Address
|
with the
|
of Time
|
Principal Occupation
|
and Age
|
Trust
|
Served
|
During Past Five Years
|
Officers
|
|||
Joe D. Redwine
|
Chairman
|
Indefinite
|
President, CEO, U.S. Bancorp Fund
|
(age 65)
|
and Chief
|
term
|
Services, LLC (May 1991 to present).
|
615 E. Michigan Street
|
Executive
|
since
|
|
Milwaukee, WI 53202
|
Officer
|
September
|
|
2007.
|
|||
Douglas G. Hess
|
President
|
Indefinite
|
Senior Vice President, Compliance and
|
(age 45)
|
and
|
term
|
Administration, U.S. Bancorp Fund
|
615 E. Michigan Street
|
Principal
|
since
|
Services, LLC (March 1997 to present).
|
Milwaukee, WI 53202
|
Executive
|
June
|
|
Officer
|
2003.
|
||
Cheryl L. King
|
Treasurer
|
Indefinite
|
Vice President, Compliance and
|
(age 51)
|
and
|
term
|
Administration, U.S. Bancorp Fund
|
615 E. Michigan Street
|
Principal
|
since
|
Services, LLC (October 1998 to present).
|
Milwaukee, WI 53202
|
Financial
|
December
|
|
Officer
|
2007.
|
Term of
|
|||
Office
|
|||
Position
|
and
|
||
Held
|
Length
|
||
Name, Address
|
with the
|
of Time
|
Principal Occupation
|
and Age
|
Trust
|
Served
|
During Past Five Years
|
Michael L. Ceccato
|
Vice
|
Indefinite
|
Senior Vice President, U.S. Bancorp
|
(age 55)
|
President,
|
term
|
Fund Services, LLC (February 2008 to
|
615 E. Michigan Street
|
Chief
|
since
|
present); General Counsel/Controller,
|
Milwaukee, WI 53202
|
Compliance
|
September
|
Steinhafels, Inc. (September 1995 to
|
Officer
|
2009.
|
February 2008).
|
|
and AML
|
|||
Officer
|
|||
Jeanine M. Bajczyk, Esq.
|
Secretary
|
Indefinite
|
Senior Vice President and Counsel, U.S.
|
(age 47)
|
term
|
Bancorp Fund Services, LLC (May 2006
|
|
615 E. Michigan Street
|
since
|
to present); Senior Counsel, Wells Fargo
|
|
Milwaukee, WI 53202
|
June
|
Funds Management, LLC (May 2005 to
|
|
2007.
|
May 2006); Senior Counsel, Strong
|
||
Financial Corporation (January 2002
|
|||
to April 2005).
|
(1)
|
The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
|
(2)
|
The Trust is comprised of numerous portfolios managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Fund. The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment adviser with any other series.
|
(3)
|
Mr. Redwine is an “interested person” of the Trust as defined by the 1940 Act. Mr. Redwine is an interested Trustee of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC who acts as principal underwriter to the series of the Trust.
|
1.
|
THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE ADVISORY AGREEMENT. The Board considered the Advisor’s specific responsibilities in all aspects of day-to-day investment management of the Fund. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Fund. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, and the Advisor’s business continuity plan. The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with the Advisor in person to discuss various marketing and compliance topics, including the Advisor’s diligence in risk oversight. The Board concluded that the Advisor had the quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that the nature, overall quality, cost and extent of such management services are satisfactory and reliable.
|
2.
|
THE FUND’S HISTORICAL PERFORMANCE AND THE OVERALL PERFORMANCE OF THE ADVISOR. In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of the Fund as of August 31, 2012 on both an absolute basis, and in comparison to both a benchmark and its peer funds as classified by Lipper and Morningstar. While the Board considered performance over both short and long term periods, it placed less emphasis on very short term performance and greater emphasis on
|
|
longer term performance. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategies of the Fund, as well as its level of risk tolerance, may differ significantly from funds in the peer universe.
|
|
The Board noted that the Fund’s performance, with regard to its Lipper comparative universe, was above its peer group median and Lipper Index for the three-year and five-year periods, above its Lipper Index and equal to its peer group median for the ten-year period, and below its peer group median and Lipper Index for the three-month, year-to-date and one-year periods and reviewed the performance of the Fund against a broad-based securities market benchmark.
|
|
The Board noted that the Fund’s performance, with regard to its Morningstar comparative universe, was above its peer group median and average for the five-year period, above its peer group average but below its peer group median for the one-year period, and below its peer group median and average for the three-month, year-to-date, three-year and ten-year periods.
|
|
The Board further recognized that the Fund’s investments are subject to socially-responsible investment criteria and that the Advisor does not manage any other accounts with the same or a similar strategy.
|
3.
|
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISOR AND THE STRUCTURE OF THE ADVISOR’S FEE UNDER THE ADVISORY AGREEMENT. In considering the appropriateness of the advisory fee, the Board considered the level of the fee itself as well as the total fees and expenses of the Fund. The Board reviewed information as to fees and expenses of advisers and funds within the relevant Lipper peer funds, as well as information regarding advisory fees for separate accounts invested in the Fund. The Board noted that the Advisor did not manage any other accounts with a similar strategy.
|
|
The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the Fund of 1.45% (the “Expense Cap”). The Board noted that the Fund’s total expense ratio and contractual advisory fee were each above the peer group median and average. Additionally, the Board noted that when the Fund’s peer group was adjusted to include only funds with similar asset sizes, the total expense ratio and contractual advisory fee were each above the average of this segment of its peer group. The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Cap, the net advisory fees received by the Advisor from the Fund during the most recent fiscal
|
|
period were less than the peer group median and average. As a result, the Trustees noted that the Fund’s expenses and advisory fee were not outside the range of its peer group.
|
4.
|
ECONOMIES OF SCALE. The Board also considered that economies of scale would be expected to be realized by the Advisor as the assets of the Fund grow. The Board further noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed the Expense Cap. The Board concluded that there were no effective economies of scale to be shared with the Fund at current asset levels, but considered revisiting this issue in the future as circumstances changed and asset levels increased. The Board also took into account the small size of the Fund and the Advisor’s commitment and plans to grow the Fund in the future.
|
5.
|
THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUND. The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Fund. The Board noted that the Advisor maintained a modest balance sheet and as a result the Board secured a personal guarantee from the principal of the Advisor to use his own resources to satisfy any obligation to the Fund from the Advisor in the upcoming fiscal year. The Board considered the profitability to the Advisor from its relationship with the Fund and considered any additional benefits derived by the Advisor from its relationship with the Fund, including the receipt of additional advisory fees from certain separately managed accounts that are also invested in the Fund. The Board also considered that the Fund does not charge Rule 12b-1 fees or utilize “soft dollars.” After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor, with the personal guarantee of its principal, had maintained adequate resources and profit levels to support the services it provides to the Fund.
|
FYE 2/28/13
|
FYE 2/29/12
|
|
Audit Fees
|
$14,300
|
$14,000
|
Audit-Related Fees
|
N/A
|
N/A
|
Tax Fees
|
$3,000
|
$2,900
|
All Other Fees
|
N/A
|
N/A
|
Non-Audit Related Fees
|
FYE 2/28/13
|
FYE 2/29/12
|
Registrant
|
N/A
|
N/A
|
Registrant’s Investment Adviser
|
N/A
|
N/A
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
(a)
|
The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1)
Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.
Filed herewith.
|
(b)
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
|
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