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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 | - |
CMDGX Fund
|
Russell 1000®
Value Index
|
S&P 500®
Index
|
|
Fiscal Year
4/1/12‐3/31/13
|
13.19%
|
18.77%
|
13.96%
|
Last Quarter 1/1/13‐3/31/13
|
12.03%
|
12.31%
|
10.61%
|
Since Inception 9/30/10‐3/31/13
|
11.97%
|
16.50%
|
16.07%
|
Company
|
Percent Weighting
(%)
|
Annualized Yield
(%)
|
G.E. Company
|
3.33
|
3.26
|
Microsoft Corporation
|
3.24
|
2.73
|
Target Corporation
|
3.17
|
1.95
|
AFLAC Incorporated
|
3.09
|
2.56
|
Apple Inc.
|
2.88
|
2.90
|
ENSCO PLC
|
2.80
|
2.95
|
Chevron Corporation
|
2.51
|
3.00
|
Medtronic, Inc.
|
2.50
|
2.25
|
Coca Cola Co.
|
2.49
|
2.48
|
Safeway Inc.
|
2.45
|
3.01
|
One Year |
Since
Inception
1
|
||
Coldstream Dividend Growth Fund | 13.19% | 11.97% | |
S&P 500® Index | 13.96% | 16.07% | |
Russell 1000® Index 2 | 14.43% | 16.29% | |
Russell 1000® Value Index | 18.77% | 16.50% | |
Total Annual Fund Operating Expenses: 1.31% |
Beginning
Account Value
10/1/12
|
Ending
Account Value
3/31/13
|
Expenses Paid
During Period*
10/1/12 – 3/31/12
|
|
Actual | $1,000.00 | $ 1,123.70 | $6.62 |
Hypothetical | $1,000.00 | $ 1,018.70 | $6.29 |
(5% return before expenses) |
Shares | COMMON STOCKS ‐92.16% | Value | |||
Beverage and Tobacco Product Manufacturing 8.38%
|
|||||
25,165 |
Altria Group, Inc.
|
$ | 865,424 | ||
26,620 |
Coca‐Cola Co.
|
1,076,513 | |||
12,000 |
PepsiCo, Inc.
|
949,320 | |||
9,870 |
Philip Morris International, Inc.
|
915,048 | |||
3,806,305 | |||||
Chemical Manufacturing 8.07%
|
|||||
25,000 |
Abbott Laboratories
|
883,000 | |||
23,000 |
AbbVie, Inc.
|
937,940 | |||
11,200 |
Johnson & Johnson
|
913,136 | |||
21,000 |
Merck & Co., Inc.
|
928,830 | |||
3,662,906 | |||||
Computer and Electronic Product Manufacturing ‐8.82%
|
|||||
2,950 |
Apple, Inc.
|
1,305,758 | |||
42,900 |
Cisco Systems, Inc.
|
897,039 | |||
4,500 |
International Business Machines Corp.
|
959,850 | |||
22,060 |
Xilinx, Inc.
|
842,030 | |||
4,004,677 | |||||
Credit Intermediation and Related Activities ‐1.95%
|
|||||
12,000 |
Ameriprise Financial, Inc.
|
883,800 | |||
Fabricated Metal Product Manufacturing ‐1.97%
|
|||||
16,000 |
Crane Co.
|
893,760 | |||
Food and Beverage Stores ‐2.26%
|
|||||
39,000 |
Safeway, Inc.
|
1,027,650 | |||
Food Manufacturing 4.25%
|
|||||
14,000 |
H.J. Heinz Co.
|
1,011,780 | |||
12,500 |
McCormick & Co., Inc.
|
919,375 | |||
1,931,155 | |||||
Food Services and Drinking Places ‐1.99%
|
|||||
9,075 |
McDonald's Corp.
|
904,687 | |||
General Merchandise Stores 5.12%
|
|||||
22,000 |
Macy's, Inc.
|
920,480 | |||
20,500 |
Target Corp.
|
1,403,225 | |||
2,323,705
|
Shares | COMMON STOCKS ‐92.16% | Value | |||
20,000 |
Health and Personal Care Stores ‐2.10%
|
||||
Walgreen Co. | $ | 953,600 | |||
Insurance Carriers and Related Activities ‐4.99% | |||||
26,000 | Aflac, Inc. | 1,352,520 | |||
24,000 | Marsh & McLennan Cos., Inc. | 911,280 | |||
2,263,800 | |||||
Machinery Manufacturing ‐5.03% | |||||
9,000 | Deere & Co. | 773,820 | |||
65,285 | General Electric Co. | 1,509,389 | |||
2,283,209 | |||||
105,000 | Merchant Wholesalers, Durable Goods ‐1.99% | ||||
Xerox Corp. | 903,000 | ||||
Merchant Wholesalers, Nondurable Goods ‐1.74% | |||||
19,000 | Cardinal Health, Inc. | 790,780 | |||
Miscellaneous Manufacturing ‐4.62% | |||||
9,000 | 3M Co. | 956,790 | |||
24,300 | Medtronic, Inc. | 1,141,128 | |||
2,097,918 | |||||
Oil and Gas Extraction ‐3.44%
|
|||||
11,900 | Enterprise Products Partners L.P. | 717,451 | |||
25,000 | Marathon Oil Corp. | 843,000 | |||
1,560,451 | |||||
Petroleum and Coal Products Manufacturing ‐8.63% | |||||
9,565 | Chevron Corp. | 1,136,513 | |||
15,735 | ConocoPhillips | 945,674 | |||
9,500 | Exxon Mobil Corp. | 856,045 | |||
14,000 | Phillips 66 | 979,580 | |||
3,917,812 | |||||
Pipeline Transportation ‐3.01%
|
|||||
15,000 | Copano Energy LLC | 607,800 | |||
13,400 | Plains All American Pipeline, L.P. | 756,832 | |||
1,364,632 | |||||
Publishing Industries (except Internet) ‐2.89% | |||||
45,905 | Microsoft Corp. | 1,313,342 |
Shares
|
COMMON STOCKS ‐92.16%
|
Value
|
||
Rail Transportation ‐1.98%
|
||||
6,300 |
Union Pacific Corp.
|
$ |
897,183
|
|
Securities, Commodity Contracts, and Other Financial
|
||||
Investments and Related Activities ‐2.04%
|
||||
3,600 |
BlackRock, Inc.
|
924,768
|
||
Support Activities for Mining ‐3.00%
|
||||
22,700 |
Ensco PLC ‐Class A (a)
|
1,362,000
|
||
Transportation Equipment Manufacturing ‐3.89%
|
||||
11,000 |
Honeywell International, Inc.
|
828,850
|
||
16,000 |
Magna International, Inc. (a)
|
939,200
|
||
1,768,050
|
||||
TOTAL COMMON STOCKS (Cost $35,798,578)
|
41,839,190
|
Shares
|
SHORT‐TERM INVESTMENTS ‐6.39%
|
Value
|
||
2,899,616 |
Fidelity Institutional Money Market Portfolio ‐Class I, 0.10% (b)
|
2,899,616 | ||
TOTAL SHORT‐TERM INVESTMENTS (Cost $2,899,616) | 2,899,616 | |||
TOTAL INVESTMENTS IN SECURITIES (Cost $38,698,194) ‐98.55% | 44,738,806 | |||
Other Assets in Excess of Liabilities ‐1.45% | 659,225 | |||
NET ASSETS ‐100.00% | $ | 45,398,031 |
ASSETS
|
|
||
Investments in securities, at value (identified cost $38,698,194)
|
$ | 44,738,806 | |
Receivables: | |||
Fund shares sold | 4,103 | ||
Investments sold
|
641,027 | ||
Dividends and interest
|
95,575 | ||
Prepaid expenses | 2,272 | ||
Total assets | 45,481,783 | ||
LIABILITIES | |||
Payables: | |||
Advisory fees | 33,901 | ||
Audit fees | 17,500 | ||
Administration and fund accounting fees | 17,015 | ||
Transfer agent fees and expenses | 6,669 | ||
Legal fees | 2,389 | ||
Chief Compliance Officer fee | 2,250 | ||
Custody fees | 870 | ||
Shareholder reporting | 731 | ||
Trustee fees | 123 | ||
Accrued other expenses | 2,304 | ||
Total liabilities | 83,752 | ||
NET ASSETS | $ | 45,398,031 | |
CALCULATION OF NET ASSET VALUE PER SHARE | |||
Net assets applicable to shares outstanding | $ | 45,398,031 | |
Shares issued and outstanding [unlimited number of shares (par value $0.01) authorized] | 3,529,433 | ||
Net asset value, offering and redemption price per share | $ | 12.86 | |
COMPOSITION OF NET ASSETS | |||
Paid‐in capital | $ | 36,098,097 | |
Undistributed net investment income | 46,158 | ||
Accumulated net realized gain on investments | 3,213,164 | ||
Net unrealized appreciation on investments | 6,040,612 | ||
Net assets | $ | 45,398,031 |
INVESTMENT INCOME | |||
Income | $ | 1,087,199 | |
Dividends (net of foreign tax withheld of $1,511) | 4,198 | ||
Interest | 1,091,397 | ||
Total income
|
|||
Expenses
|
|||
Advisory fees (Note 4)
|
359,897 | ||
Adminstration and fund accounting fees (Note 4)
|
68,480 | ||
Transfer agent fees and expenses (Note 4)
|
28,308 | ||
Audit fees
|
17,500 | ||
Legal fees
|
12,896 | ||
Chief Compliance Officer fee (Note 4)
|
8,996 | ||
Registration fees
|
7,925 | ||
Trustee fees
|
6,703 | ||
Custody fees (Note 4)
|
5,514 | ||
Miscellaneous expenses
|
3,400 | ||
Insurance expense
|
3,393 | ||
Reports to shareholders
|
1,318 | ||
Total expenses
|
524,330 | ||
Add: advisory fee recoupment (Note 4)
|
4,930 | ||
Net expenses
|
529,260 | ||
Net investment income
|
562,137 | ||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
|||
Net realized gain on investments
|
3,840,937 | ||
Net change in unrealized appreciation on investments
|
938,105 | ||
Net realized and unrealized gain on investments
|
4,779,042 | ||
Net Increase in Net Assets Resulting from Operations | $ | 5,341,179 |
Year Ended
March 31, 2013
|
Year Ended
March 31, 2012
|
|||||||||
INCREASE/(DECREASE) IN NET ASSETS FROM:
OPERATIONS
|
||||||||||
Net investment income
|
$ | 562,137 | $ | 502,129 | ||||||
Net realized gain/(loss) on investments
|
3,840,937 | (448,046 | ) | |||||||
Net change in unrealized appreciation on
investments
|
938,105 | 1,972,112 | ||||||||
Net increase in net assets resulting from
operations
|
5,341,179 | 2,026,195 | ||||||||
|
||||||||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||||
From net investment income | (551,240 | ) | (565,930 | ) | ||||||
Total distributions to shareholders | (551,240 | ) | (565,930 | ) | ||||||
CAPITAL SHARE TRANSACTIONS | ||||||||||
Net increase/(decrease) in net assets derived
from net change in outstanding shares (a)
|
(2,862,854 | ) | 7,048,753 | |||||||
Total increase in net assets |
1,927,085
|
8,509,018 | ||||||||
NET ASSETS | ||||||||||
Beginning of year | 43,470,946 | 34,961,928 | ||||||||
End of year | $ | 45,398,031 | $ | 43,470,946 | ||||||
Undistributed net investment income | $ | 46,158 | $ | 8,045 |
Year Ended
March 31, 2013
|
Year Ended
March 31, 2012
|
|||||||||||||||
Shares
|
Paid‐in Capital
|
Shares
|
Paid‐in Capital
|
|||||||||||||
Shares sold
|
587,378 | $ | 6,734,891 | 1,134,757 | $ | 12,457,905 | ||||||||||
Shares issued on
|
||||||||||||||||
reinvestments
|
||||||||||||||||
of distributions
|
47,429 | 551,240 | 53,164 | 565,930 | ||||||||||||
Shares redeemed
|
(882,670 | ) | (10,148,985 | ) | (553,215 | ) | (5,975,082 | ) | ||||||||
Net increase/(decrease)
|
(247,863 | ) | $ | (2,862,854 | ) | 634,706 | $ | 7,048,753 |
Year Ended
March 31, 2013
|
Year Ended
March 31, 2012
|
Sept. 30, 2010*
through
March 31, 2011
|
||||||||||
Net asset value, beginning of period
|
$ | 11.51 | $ | 11.13 | $ | 10.00 | ||||||
Income from investment operations: | ||||||||||||
Net investment income
|
0.15 | 0.14 | 0.06 | |||||||||
Net realized and unrealized gain
on investments
|
1.35 | 0.40 | 1.10 | |||||||||
Total from investment operations
|
1.50 | 0.54 | 1.16 | |||||||||
Less distributions:
|
||||||||||||
From net investment income | (0.15 | ) | (0.16 | ) | (0.03 | ) | ||||||
From net realized gain on
investments
|
- |
|
- | 0.00 | # | |||||||
Total distributions | (0.15 | ) | (0.16 | ) | (0.03 | ) | ||||||
Net asset value, end of period
|
$ | 12.86 | $ | 11.51 | $ | 11.13 | ||||||
|
||||||||||||
Total return
|
13.19
|
% |
4.96
|
% | 11.65 | %‡ | ||||||
Ratios/supplemental data: | ||||||||||||
Net assets, end of period (thousands) | $ | 45,398 | $ | 43,471 | $ | 34,962 | ||||||
Ratio of expenses to average net assets: | ||||||||||||
Before advisory fee
waiver/recoupment
|
1.24 | % | 1.30 | % | 1.46 | %† | ||||||
After advisory fee
waiver/recoupment
|
1.25 | % | 1.25 | % | 1.25 | %† | ||||||
Ratio of net investment income to | ||||||||||||
average net assets: | ||||||||||||
Before advisory fee
waiver/recoupment
|
1.34 |
%
|
1.27 |
%
|
0.94 |
%†
|
||||||
After advisory fee
waiver/recoupment
|
1.33 | % | 1.32 | % | 1.15 | %† | ||||||
Portfolio turnover rate | 86.58 | % | 56.12 | % | 24.38 | %‡ |
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 the open 2011‐2012 tax years, 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.
|
Securities Transactions, Income and Distributions
: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on a first‐in, first‐out basis. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex‐dividend date.
|
|
The Fund distributes substantially all net investment income, if any, quarterly, and net realized capital 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 differs 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. For the year end March 31, 2013, the Fund made the following permanent tax adjustments on the statement of assets and liabilities:
|
Undistributed
Net Investment
Income/(Loss)
|
Accumulated Net
Realized
Gain/(Loss)
|
Paid‐in
Capital
|
$ 27,216 | $ (46,747) |
$ 19,531
|
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.
|
Events Subsequent to the Fiscal Year End
: In preparing the financial statements as of March 31, 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.
|
Common Stocks | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Accommodatio
n
and
Food Services
|
$ | 904,687 | $ | - | $ | - | $ | 904,687 | ||||||||
Finance and Insurance
|
4,072,368 | - | - | 4,072,368 | ||||||||||||
Information
|
1,313,342 | - | - | 1,313,342 | ||||||||||||
Manufacturing
|
24,365,792 | - | - | 24,365,792 | ||||||||||||
Mining, Quarrying, Oil
and Gas Extraction
|
2,922,451 | - | - | 2,922,451 | ||||||||||||
Retail Trade | 4,304,955 | - | - | 4,304,955 | ||||||||||||
Transportation and
Warehousing
|
2,261,815 | - | - | 2,261,815 | ||||||||||||
Wholesale Trade | 1,693,780 | - | - | 1,693,780 | ||||||||||||
Total Common Stocks | 41,839,19 0 | - | - | 41,839,190 | ||||||||||||
- | ||||||||||||||||
Short‐Term Investments | 2,899,616 | - | - | 2,899,616 | ||||||||||||
- | ||||||||||||||||
Total Investments in Securities | $ | 44,738,806 | $ | - | $ | - | $ | 44,738,806 |
Year | Amount |
2014 | $ 24,576 |
2015 | 20,632 |
$ 45,208 |
Administration and Fund Accounting | $ 68,480 |
Transfer Agency (a) | 18,977 |
Chief Compliance Officer | 8,996 |
Custody | 5,514 |
Administration and Fund Accounting | $ 17,015 |
Transfer Agency (a) | 4,569 |
Chief Compliance Officer | 2,250 |
Custody | 870 |
March 31, 2013 | March 31, 2012 | |
Ordinary income | $551,240 | $565,930 |
Cost of investments
|
$ | 38,726,430 | ||
Gross unrealized appreciation
|
6,364,336 | |||
Gross unrealized depreciation
|
(351,960 | ) | ||
Net unrealized appreciation (a)
|
6,012,376 | |||
Undistributed ordinary income
|
14,811 | |||
Undistributed long-term capital gain
|
3,272,747 | |||
Total distributable earnings
|
3,287,558 | |||
Other accumulated gains/(losses)
|
- | |||
Total accumulated earnings/(losses)
|
$ | 9,299,934 |
Independent Trustees
(1)
|
|||||
Name, Address
and Age
|
Position
Held
with
the
Trust
|
Term of
Office
and
|
Principal
Occupation
|
Number of
Portfolios
|
Other
Directorships
Held During
Past Five Years
|
Donald E. O’Connor
(age 76)
615 E. Michigan Street
Milwaukee, WI 53202
|
Trustee
|
Indefinite t
erm
since
February
1997.
|
Retired; former
Financial Consultant
and former Executive
Vice President and
Chief Operating
Officer of ICI Mutual
Insurance Company
(until January 1997).
|
1
|
Trustee,
Advisors Series
Trust
(for series
not affiliated
with the Fund);
T
rustee, The
Forward Funds
(35 portfolios).
|
|
|||||
George J. Rebhan
(age 78)
615 E. Michigan Street
Milwaukee, WI 53202
|
Trustee |
Indefinite
term
since
May
2002.
|
Retired; formerly
President, Hotchkis
and Wiley Funds
(mutual funds) (1985
to 1993).
|
1 |
Trustee,
Advisors Series
Trust
(for series
not affiliated
with the Fund);
Independent
Trustee from
1999 to 2009, E*TRADE Funds
|
George T. Wofford
(age 73)
615 E. Michigan Street
Milwaukee, WI 53202
|
Trustee | Indefinite term since February 1 997. | Retired; formerly Senior Vice President, Federal Home Loan Bank of San Francisco. |
1
|
Trustee,
Advisors SeriesTrust
(for series not affiliated
with the Fund).
|
Interested Trustee
|
Name, Address
and Age
|
Position
Held
with
the
Trust
|
Term of
Office
and
Length of
Time
Served
|
Principal
Occupation
During Past Five
Years
|
Number of
Portfolios
Overseen
by
Trustee
(2)
|
Other
Directorships
Held During
Past Five Years
|
Joe D. Redwine
(3)
(age 65)
615 E. Michigan Street
Milwaukee, WI 53202
|
Interested
Trustee
|
Indefinite
term since
September
2008.
|
President,
CEO,
U.S.
Bancorp Fund
Services, LLC
(May 1991 to
present).
|
1
|
Trustee,
Advisors Series
Trust
(for series
not affiliated
with the Fund).
|
Officers
|
|||
Name, Address
and Age
|
Position Held
with
the Trust
|
Term of Office and
Length of Time Served
|
Principal Occupation
During Past Five Years
|
Joe D. Redwine (age 65)
615 E. Michigan Street
Milwaukee, WI 53202
|
Chairman and
Chief Executive
Officer
|
Indefinite
term since
September
2007.
|
President, CEO, U.S. Bancorp Fund
Services, LLC (May 1991 to present).
|
|
|||
Douglas G. Hess (age 45)
615 E. Michigan Street
Milwaukee, WI 53202
|
President and
Principal
Executive
Officer
|
Indefinite
term since
June 2003.
|
Senior Vice President, Compliance and
Administration, U.S. Bancorp FundServices, LLC
(March 1997 to present).
|
Cheryl L. King (age 51)
615 E. Michigan Street
Milwaukee, WI 53202
|
Treasurer and
Principal
Financial
Officer
|
Indefinite
term since
December
2007.
|
Vice President, Compliance and
Administration, U.S. Bancorp Fund
Services, LLC
(October 1998 to
present).
|
(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 its 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.
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2.
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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 benchmarks 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. In reviewing the performance of the Fund, the Board took into account that the Fund was newer, with just over two years of performance history.
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The Board noted that the Fund’s performance, with regard to its Lipper comparative universe and Morningstar comparative universe, was below its peer group median and Lipper Index (with respect to the Lipper comparative universe) or average (with respect to the Morningstar comparative universe) for all relevant periods.
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The Board also considered any differences in performance between similarly managed accounts and the performance of the Fund and reviewed the performance of the Fund against a broad‐based securities market benchmark.
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3.
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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, fees charged by the Advisor to other similarly managed accounts, as well as information regarding fee offsets for separate accounts invested in the Fund. When reviewing fees charged to other similarly managed accounts, the Board took into account the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.
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The Board noted that the Advisor had contractually agreed to maintain an annual expense ratio for the Fund of 1.25% (the "Expense Cap") and that the Fund’s total expense ratio was above the median and average of its peer group. The Board also noted that the Fund’s total expense ratio was below the average of its peer group when it was adjusted to include only funds with similar asset sizes. The Board also noted that the contractual advisory fee was above the median and average of its peer group and that when the peer group was adjusted to include only funds with similar asset sizes, the contractual advisory fee was higher than, but closer to, the peer group average. The Board also took into consideration the services the Advisor provided to its separately managed account clients, comparing the fees charged for those management services to the management fees charged to the Fund. The Board found that the management fees charged to the Fund were in line with the standard fees charged to the Advisor’s separately managed account clients.
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4.
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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. In this regard, the Board noted that the Advisor anticipated recognizing certain economies of scale if Fund assets should increase materially from current levels. The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Cap. The Board concluded that there were no effective economies of scale to be shared with the Fund at current asset levels, but indicated they would revisit this issue in the future as circumstances changed and asset levels increased.
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5.
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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 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. The Board also considered that the Fund does not charge any Rule 12b‐1 fees or utilize “soft dollars.” The Board also reviewed information regarding fee offsets for separate accounts invested in the Fund and determined that the Advisor was not receiving an advisory fee both at the separate account and at the Fund
leve
l for these accounts, and as a result was not receiving additional fall‐out benefits from these relationships. 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 had maintained adequate resources and profit levels to support the services it provides to the Fund.
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FYE 3/31/2013
|
FYE 3/31/2012
|
|
Audit Fees
|
$14,500
|
$14,300
|
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 3/31/2013
|
FYE 3/31/2012
|
Registrant
|
N/A
|
N/A
|
Registrant’s Investment Adviser
|
N/A
|
N/A
|
(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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