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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 | - |
Since Inception
|
||||
6 Months
|
1 Year
|
3 Years
|
(12/31/09)
|
|
Poplar Forest Partners Fund
|
||||
Class A Shares; with load
|
+16.20%
|
+12.89%
|
+8.62%
|
+11.21%
|
Class A Shares; without load
|
+22.31%
|
+18.84%
|
+10.49%
|
+12.99%
|
Institutional Class Shares
|
+22.47%
|
+19.17%
|
+10.78%
|
+13.27%
|
S&P 500
®
Index
|
+10.19%
|
+13.96%
|
+12.67%
|
+13.48%
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period
|
|
10/1/12
|
3/31/13
|
10/1/12 – 3/31/13*
|
|
Class A Shares
|
|||
Actual
|
$1,000.00
|
$1,223.10
|
$6.93
|
Hypothetical (5% return
|
$1,000.00
|
$1,018.70
|
$6.29
|
before expenses)
|
|||
Institutional Class Shares
|
|||
Actual
|
$1,000.00
|
$1,224.70
|
$5.55
|
Hypothetical (5% return
|
$1,000.00
|
$1,019.95
|
$5.04
|
before expenses)
|
*
|
Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account values over the period, multiplied by 182 (days in most recent fiscal half-year) / 365 days to reflect the one-half year expense. The annualized expense ratios of the Poplar Forest Partners Fund – Class A shares and the Poplar Forest Partners Fund – Institutional Class shares are 1.25% and 1.00%, respectively.
|
Shares
|
COMMON STOCKS – 97.1%
|
Value
|
|||||
Administrative and Support Services – 3.9%
|
|||||||
243,000 |
Robert Half International, Inc.
|
$ | 9,119,790 | ||||
Chemical Manufacturing – 7.1%
|
|||||||
305,000 |
Avon Products, Inc.
|
6,322,650 | |||||
147,500 |
Eli Lilly & Co.
|
8,376,525 | |||||
150,000 |
Warner Chilcott PLC – Class A (a)
|
2,032,500 | |||||
16,731,675 | |||||||
Computer and Electronic
|
|||||||
Product Manufacturing – 14.6%
|
|||||||
495,000 |
Hewlett-Packard Co.
|
11,800,800 | |||||
14,000 |
International Business Machines Corp.
|
2,986,200 | |||||
220,000 |
TE Connectivity (a)
|
9,224,600 | |||||
1,200,000 |
Xerox Corp.
|
10,320,000 | |||||
34,331,600 | |||||||
Credit Intermediation and Related Activities – 12.2%
|
|||||||
785,000 |
Bank of America Corp.
|
9,561,300 | |||||
220,000 |
Citigroup, Inc.
|
9,732,800 | |||||
200,000 |
JPMorgan Chase & Co.
|
9,492,000 | |||||
28,786,100 | |||||||
Electrical Equipment,
|
|||||||
Appliance, and Component – 2.6%
|
|||||||
51,000 |
Whirlpool Corp.
|
6,041,460 | |||||
Insurance Carriers and Related Activities – 16.7%
|
|||||||
185,000 |
Aetna Inc.
|
9,457,200 | |||||
210,000 |
Allstate Corp.
|
10,304,700 | |||||
225,000 |
American International Group, Inc. (b)
|
8,734,500 | |||||
331,000 |
Lincoln National Corp.
|
10,793,910 | |||||
39,290,310 | |||||||
Machinery Manufacturing – 5.4%
|
|||||||
125,000 |
Baker Hughes, Inc.
|
5,801,250 | |||||
295,000 |
General Electric Co.
|
6,820,400 | |||||
12,621,650 | |||||||
Miscellaneous Manufacturing – 4.0%
|
|||||||
129,000 |
Baxter International Inc.
|
9,370,560 | |||||
Miscellaneous Store Retailers – 3.9%
|
|||||||
680,000 |
Staples, Inc.
|
9,132,400 |
Shares
|
Value
|
||||||
Oil and Gas Extraction – 2.0%
|
|||||||
295,000 |
WPX Energy, Inc. (b)
|
$ | 4,725,900 | ||||
Paper Manufacturing – 3.6%
|
|||||||
355,000 |
Sealed Air Corp.
|
8,559,050 | |||||
Printing and Related Support Activities – 5.2%
|
|||||||
147,000 |
Avery Dennison Corp.
|
6,331,290 | |||||
500,000 |
R. R. Donnelley & Sons Co.
|
6,025,000 | |||||
12,356,290 | |||||||
Professional, Scientific,
|
|||||||
and Technical Services – 3.6%
|
|||||||
145,000 |
Omnicom Group Inc.
|
8,540,500 | |||||
Publishing Industries – 10.1%
|
|||||||
415,000 |
Electronic Arts Inc. (b)
|
7,345,500 | |||||
155,000 |
McGraw-Hill Companies, Inc.
|
8,072,400 | |||||
287,500 |
Microsoft Corp.
|
8,225,375 | |||||
23,643,275 | |||||||
Water Transportation – 2.2%
|
|||||||
148,000 |
Carnival Corp.
|
5,076,400 | |||||
TOTAL COMMON STOCKS
|
|||||||
(Cost $181,077,511)
|
228,326,960 | ||||||
SHORT-TERM INVESTMENTS – 2.8%
|
|||||||
6,494,143 |
Fidelity Institutional Money Market
|
||||||
Portfolio – Select Class, 0.10% (c)
|
6,494,143 | ||||||
TOTAL SHORT-TERM INVESTMENTS
|
|||||||
(Cost $6,494,143)
|
6,494,143 | ||||||
Total Investments in Securities
|
|||||||
(Cost $187,571,654) – 99.9%
|
234,821,103 | ||||||
Other Assets in Excess of Liabilities – 0.1%
|
360,696 | ||||||
NET ASSETS – 100.0%
|
$ | 235,181,799 |
(a)
|
U.S. traded security of a foreign issuer.
|
(b)
|
Non-income producing security.
|
(c)
|
Rate shown is the 7-day annualized yield at March 31, 2013.
|
ASSETS
|
||||
Investments in securities, at value (identified cost $187,571,654)
|
$ | 234,821,103 | ||
Cash
|
4 | |||
Receivables
|
||||
Fund shares issued
|
858,376 | |||
Dividends and interest
|
441,044 | |||
Prepaid expenses
|
16,106 | |||
Total assets
|
236,136,633 | |||
LIABILITIES
|
||||
Payables
|
||||
Fund shares redeemed
|
673,443 | |||
Due to Adviser
|
145,002 | |||
12b-1 fees
|
41,815 | |||
Custody fees
|
2,434 | |||
Administration fees
|
37,429 | |||
Transfer agent fees and expenses
|
19,451 | |||
Audit fees
|
9,472 | |||
Fund accounting fees
|
12,695 | |||
Chief Compliance Officer fee
|
1,488 | |||
Accrued expenses
|
11,605 | |||
Total liabilities
|
954,834 | |||
NET ASSETS
|
$ | 235,181,799 | ||
CALCULATION OF NET ASSET VALUE PER SHARE
|
||||
Class A Shares
|
||||
Net assets applicable to shares outstanding
|
$ | 73,283,383 | ||
Shares issued and outstanding [unlimited number
|
||||
of shares (par value $0.01) authorized]
|
2,036,165 | |||
Net asset value and redemption price per share
|
$ | 35.99 | ||
Maximum offering price per share
|
||||
(Net asset value per share divided by 95.00%)
|
$ | 37.88 | ||
Institutional Class Shares
|
||||
Net assets applicable to shares outstanding
|
$ | 161,898,416 | ||
Shares issued and outstanding [unlimited number
|
||||
of shares (par value $0.01) authorized]
|
4,487,429 | |||
Net asset value, offering and redemption price per share
|
$ | 36.08 | ||
COMPONENTS OF NET ASSETS
|
||||
Paid-in capital
|
$ | 183,365,099 | ||
Accumulated net investment income
|
927,524 | |||
Accumulated net realized gain from investments
|
3,639,727 | |||
Net unrealized appreciation on investments
|
47,249,449 | |||
Net assets
|
$ | 235,181,799 |
INVESTMENT INCOME
|
||||
Income
|
||||
Dividends
|
$ | 2,637,430 | ||
Interest
|
3,158 | |||
Total income
|
2,640,588 | |||
Expenses
|
||||
Advisory fees (Note 4)
|
996,560 | |||
Administration fees (Note 4)
|
107,204 | |||
12b-1 fees – Class A shares (Note 5)
|
80,038 | |||
Transfer agent fees and expenses (Note 4)
|
55,550 | |||
Fund accounting fees (Note 4)
|
41,534 | |||
Registration fees
|
25,671 | |||
Custody fees (Note 4 and Note 7)
|
9,879 | |||
Audit fees
|
9,476 | |||
Printing and mailing expense
|
6,508 | |||
Trustees fees
|
6,253 | |||
Legal fees
|
4,850 | |||
Chief Compliance Officer fee (Note 4)
|
4,488 | |||
Insurance expense
|
4,012 | |||
Interest expense (Note 7)
|
5 | |||
Miscellaneous
|
5,841 | |||
Total expenses
|
1,357,869 | |||
Less: Advisory fees waived by Adviser (Note 4)
|
(281,271 | ) | ||
Net expenses
|
1,076,598 | |||
Net investment income
|
1,563,990 | |||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
||||
Net realized gain from investments
|
3,486,151 | |||
Net change in unrealized appreciation on investments
|
36,424,602 | |||
Net realized and unrealized gain on investments
|
39,910,753 | |||
Net Increase in Net Assets Resulting from Operations
|
$ | 41,474,743 |
Six Months Ended
|
Year
|
|||||||
March 31, 2013
|
Ended
|
|||||||
(Unaudited)
|
September 30, 2012
|
|||||||
NET INCREASE/(DECREASE)
|
||||||||
IN NET ASSETS FROM:
|
||||||||
OPERATIONS
|
||||||||
Net investment income
|
$ | 1,563,990 | $ | 2,034,893 | ||||
Net realized gain from investments
|
3,486,151 | 689,950 | ||||||
Net change in unrealized appreciation/
|
||||||||
(depreciation) on investments
|
36,424,602 | 28,876,030 | ||||||
Net increase in net assets
|
||||||||
resulting from operations
|
41,474,743 | 31,600,873 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS
|
||||||||
From net investment income
|
||||||||
Class A Shares
|
(664,568 | ) | (383,633 | ) | ||||
Institutional Class Shares
|
(1,531,051 | ) | (1,046,730 | ) | ||||
From net realized gain on investments
|
||||||||
Class A Shares
|
(245,919 | ) | (7,650 | ) | ||||
Institutional Class Shares
|
(469,587 | ) | (16,953 | ) | ||||
Total distributions to shareholders
|
(2,911,125 | ) | (1,454,966 | ) | ||||
CAPITAL SHARE TRANSACTIONS
|
||||||||
Net increase in net assets derived from
|
||||||||
net change in outstanding shares (a)
|
13,753,163 | 22,712,179 | ||||||
Total increase in net assets
|
52,316,781 | 52,858,086 | ||||||
NET ASSETS
|
||||||||
Beginning of period
|
182,865,018 | 130,006,932 | ||||||
End of period
|
$ | 235,181,799 | $ | 182,865,018 | ||||
Accumulated net investment income
|
$ | 927,524 | $ | 1,559,153 |
(a)
|
A summary of share transactions is as follows:
|
Six Months Ended
|
Year
|
|||||||||||||||
March 31, 2013
|
Ended
|
|||||||||||||||
(Unaudited)
|
September 30, 2012
|
|||||||||||||||
Shares
|
Paid-in Capital
|
Shares
|
Paid-in Capital
|
|||||||||||||
Shares sold
|
272,562 | $ | 8,749,442 | 783,548 | $ | 21,848,626 | ||||||||||
Shares issued on
|
||||||||||||||||
reinvestments of distributions
|
25,891 | 797,716 | 13,822 | 359,647 | ||||||||||||
Shares redeemed
|
(236,916 | ) | (7,539,419 | ) | (387,626 | ) | (10,991,090 | ) | ||||||||
Net increase
|
61,537 | $ | 2,007,739 | 409,744 | $ | 11,217,183 | ||||||||||
Institutional Class Shares
|
||||||||||||||||
Six Months Ended
|
Year
|
|||||||||||||||
March 31, 2013
|
Ended
|
|||||||||||||||
(Unaudited)
|
September 30, 2012
|
|||||||||||||||
Shares
|
Paid-in Capital
|
Shares
|
Paid-in Capital
|
|||||||||||||
Shares sold
|
1,047,916 | $ | 33,735,970 | 1,283,790 | $ | 37,113,234 | ||||||||||
Shares issued on
|
||||||||||||||||
reinvestments of distributions
|
39,274 | 1,212,401 | 26,621 | 693,495 | ||||||||||||
Shares redeemed
|
(736,258 | ) | (23,202,947 | ) | (953,976 | ) | (26,311,733 | ) | ||||||||
Net increase
|
350,932 | $ | 11,745,424 | 356,435 | $ | 11,494,996 | ||||||||||
Six Months
|
December 31,
|
|||||||||||||||
Ended
|
|
2009* | ||||||||||||||
March 31,
|
Year Ended
|
through
|
||||||||||||||
2013
|
September 30, |
September 30,
|
||||||||||||||
(Unaudited)
|
2012
|
2011
|
2010 | |||||||||||||
Net asset value, beginning of period
|
$ | 29.86 | $ | 24.27 | $ | 26.16 | $ | 25.00 | ||||||||
Income from investment operations:
|
||||||||||||||||
Net investment income^
|
0.23 | 0.31 | 0.26 | 0.17 | ||||||||||||
Net realized and unrealized
|
||||||||||||||||
gain/(loss) on investments
|
6.35 | 5.51 | (1.91 | ) | 0.99 | |||||||||||
Total from investment operations
|
6.58 | 5.82 | (1.65 | ) | 1.16 | |||||||||||
Less distributions:
|
||||||||||||||||
From net investment income
|
(0.33 | ) | (0.23 | ) | (0.10 | ) | — | |||||||||
From net realized gain
|
||||||||||||||||
on investments
|
(0.12 | ) | (0.00 | )# | (0.14 | ) | — | |||||||||
Total distributions
|
(0.45 | ) | (0.23 | ) | (0.24 | ) | — | |||||||||
Net asset value, end of period
|
$ | 35.99 | $ | 29.86 | $ | 24.27 | $ | 26.16 | ||||||||
Total return
|
22.31 | % + | 24.14 | % | -6.44 | % | 4.64 | % + | ||||||||
Ratios/supplemental data:
|
||||||||||||||||
Net assets, end of period (thousands)
|
$ | 73,283 | $ | 58,954 | $ | 37,987 | $ | 18,200 | ||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||
Before fee waiver
|
1.53 | % ++ | 1.58 | % | 1.61 | % | 2.24 | % ++ | ||||||||
After fee waiver
|
1.25 | % ++ | 1.25 | % | 1.25 | % | 1.25 | % ++ | ||||||||
Ratio of net investment income/
|
||||||||||||||||
(loss) to average net assets:
|
||||||||||||||||
Before fee waiver
|
1.15 | % ++ | 0.77 | % | 0.54 | % | (0.11 | %) ++ | ||||||||
After fee waiver
|
1.43 | % ++ | 1.10 | % | 0.90 | % | 0.88 | % ++ | ||||||||
Portfolio turnover rate
|
18.11 | % + | 29.19 | % | 22.48 | % | 10.29 | % + |
*
|
Commencement of operations.
|
^
|
Based on average shares outstanding.
|
+
|
Not annualized.
|
++
|
Annualized.
|
#
|
Less than $0.01.
|
Six Months
|
December 31,
|
|||||||||||||||
Ended
|
2009* | |||||||||||||||
March 31,
|
Year Ended
|
through
|
||||||||||||||
2013
|
September 30, |
September 30,
|
||||||||||||||
(Unaudited)
|
2012
|
2011
|
2010 | |||||||||||||
Net asset value, beginning of period
|
$ | 29.96 | $ | 24.34 | $ | 26.20 | $ | 25.00 | ||||||||
Income from investment operations:
|
||||||||||||||||
Net investment income^
|
0.26 | 0.38 | 0.33 | 0.24 | ||||||||||||
Net realized and unrealized
|
||||||||||||||||
gain/(loss) on investments
|
6.38 | 5.52 | (1.91 | ) | 0.96 | |||||||||||
Total from investment operations
|
6.64 | 5.90 | (1.58 | ) | 1.20 | |||||||||||
Less distributions:
|
||||||||||||||||
From net investment income
|
(0.40 | ) | (0.28 | ) | (0.14 | ) | — | |||||||||
From net realized gain on investments
|
(0.12 | ) | (0.00 | )# | (0.14 | ) | — | |||||||||
Total distributions
|
(0.52 | ) | (0.28 | ) | (0.28 | ) | — | |||||||||
Net asset value, end of period
|
$ | 36.08 | $ | 29.96 | $ | 24.34 | $ | 26.20 | ||||||||
Total return
|
22.47 | % + | 24.45 | % | -6.18 | % | 4.80 | % + | ||||||||
Ratios/supplemental data:
|
||||||||||||||||
Net assets, end of period (thousands)
|
$ | 161,899 | $ | 123,911 | $ | 92,020 | $ | 28,341 | ||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||
Before fee waiver
|
1.28 | % ++ | 1.33 | % | 1.36 | % | 1.94 | % ++ | ||||||||
After fee waiver
|
1.00 | % ++ | 1.00 | % | 1.00 | % | 1.00 | % ++ | ||||||||
Ratio of net investment income
|
||||||||||||||||
to average net assets:
|
||||||||||||||||
Before fee waiver
|
1.35 | % ++ | 1.02 | % | 0.81 | % | 0.30 | % ++ | ||||||||
After fee waiver
|
1.63 | % ++ | 1.35 | % | 1.17 | % | 1.24 | % ++ | ||||||||
Portfolio turnover rate
|
18.11 | % + | 29.19 | % | 22.48 | % | 10.29 | % + |
*
|
Commencement of operations.
|
^
|
Based on average shares outstanding.
|
+
|
Not annualized.
|
++
|
Annualized.
|
#
|
Less than $0.01.
|
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 tax years of 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 securities sold are calculated on the basis of specific cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date.
|
|
Investment income, expenses (other than those specific to the class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of the Fund based upon their relative net
|
|
assets on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
|
|
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.
|
Events Subsequent to the Fiscal Period 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.
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks
|
||||||||||||||||
Administrative Support
|
||||||||||||||||
and Waste Management
|
$ | 9,119,790 | $ | — | $ | — | $ | 9,119,790 | ||||||||
Finance and Insurance
|
68,076,410 | — | — | 68,076,410 | ||||||||||||
Information
|
23,643,275 | — | — | 23,643,275 | ||||||||||||
Manufacturing
|
80,467,685 | — | — | 80,467,685 | ||||||||||||
Mining, Quarrying, and Oil
|
||||||||||||||||
and Gas Extraction
|
4,725,900 | — | — | 4,725,900 | ||||||||||||
Retail Trade
|
9,132,400 | — | — | 9,132,400 | ||||||||||||
Professional, Scientific, and
|
||||||||||||||||
Technical Services
|
8,540,500 | — | — | 8,540,500 | ||||||||||||
Transportation and Warehousing
|
5,076,400 | — | — | 5,076,400 | ||||||||||||
Wholesale Trade
|
10,544,600 | — | — | 10,544,600 | ||||||||||||
Total Common Stocks
|
228,326,960 | — | — | 228,326,960 | ||||||||||||
Short-Term Investments
|
6,494,143 | — | — | 6,494,143 | ||||||||||||
Total Investments
|
||||||||||||||||
in Securities
|
$ | 234,821,103 | $ | — | $ | — | $ | 234,821,103 |
Year
|
Amount
|
||||
2013
|
$ | 170,422 | |||
2014
|
363,337 | ||||
2015
|
522,848 | ||||
2016
|
281,271 | ||||
$ | 1,337,878 |
Administration
|
$ | 107,204 | ||
Fund Accounting
|
41,534 | |||
Transfer Agency (excludes out-of-pocket
|
||||
expenses and sub-ta fees)
|
45,993 | |||
Custody
|
9,879 | |||
Chief Compliance Officer
|
4,488 |
Administration
|
$ | 37,429 | ||
Fund Accounting
|
12,695 | |||
Transfer Agency (excludes out-of-pocket
|
||||
expenses and sub-ta fees)
|
15,036 | |||
Custody
|
2,434 | |||
Chief Compliance Officer
|
1,488 |
Six Months Ended
|
Year Ended
|
|||||||
March 31, 2013
|
September 30, 2012
|
|||||||
Ordinary income
|
$ | 2,195,619 | $ | 1,430,363 | ||||
Long-term capital gains
|
715,506 | 24,603 |
Cost of investments (a)
|
$ | 171,801,363 | ||
Gross unrealized appreciation
|
24,059,283 | |||
Gross unrealized depreciation
|
(13,214,682 | ) | ||
Net unrealized appreciation
|
10,844,601 | |||
Undistributed ordinary income
|
1,559,153 | |||
Undistributed long-term capital gain
|
849,328 | |||
Total distributable earnings
|
2,408,481 | |||
Other accumulated gains/(losses)
|
— | |||
Total accumulated earnings/(losses)
|
$ | 13,253,082 |
(a)
|
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales and a tax-free transfer of securities.
|
1.
|
THE NATURE, EXTENT AND QUALITY OF THE SERVICES PROVIDED AND TO BE PROVIDED BY THE ADVISER UNDER THE ADVISORY AGREEMENT. The Board considered the Adviser’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 manager, as well as the responsibilities of other key personnel of the Adviser involved in the day-to-day activities of the Fund. The Board also considered the resources and compliance structure of the Adviser, including information regarding its compliance program, its chief compliance officer and the Adviser’s compliance record, and the Adviser’s business continuity plan. The Board also considered its knowledge of the Adviser’s operations, and noted that during the course of the prior year they had met with the Adviser in person to discuss various marketing and compliance topics, including the Adviser’s diligence in risk oversight. The Board concluded that the Adviser 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 ADVISER. In assessing the quality of the portfolio management delivered by the Adviser, 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 less than three years of performance history.
|
|
The Board noted that the Fund’s performance, with regard to its Lipper and Morningstar comparative universes, was below its peer group median and Lipper Index (with respect to the Lipper comparative universe) and average (with respect to the Morningstar comparative universe) for all relevant periods.
|
|
The Board also considered any differences in performance between similarly managed accounts and reviewed the performance of the Fund against a broad-based securities market benchmark.
|
3.
|
THE COSTS OF THE SERVICES TO BE PROVIDED BY THE ADVISER AND THE STRUCTURE OF THE ADVISER’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 Adviser 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.
|
|
The Board noted that the Adviser had contractually agreed to maintain an annual expense ratio for the Fund of 1.25% for the Class A shares and 1.00% for the Institutional Class shares (respectively, the “Expense Caps”). The Board noted that the Fund’s total expense ratio for the Class A shares was above the median and average of its peer group and the Fund’s total expense ratio for the Institutional Class shares was below the median and average of its peer group. The Board also noted that the contractual advisory fee was above the median and average of its peer group, as well as the average of the Fund’s peer group when adjusted to include only funds with similar asset sizes. The Board also considered that after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Caps, the net advisory fees received by the Adviser from the Fund during the most recent fiscal period were higher than, but closer to, 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 net advisory fees received after advisory fee waivers and the payment of Fund expenses necessary to maintain the Expense Caps was below the average of this segment of its peer group. The Board also took
|
|
into consideration the services the Adviser provided to its similarly 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 fees charged to the Adviser’s similarly managed account clients.
|
4.
|
ECONOMIES OF SCALE. The Board also considered that economies of scale would be expected to be realized by the Adviser as the assets of the Fund grow. In this regard, the Board noted that the Adviser anticipated recognizing certain economies of scale if Fund assets should increase materially from current levels. Particularly, the Board noted that the Fund’s contractual advisory fee was subject to breakpoints as the assets of the Fund increase. The Board also noted that the Adviser has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that the Fund does not exceed its specified Expense Caps. 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.
|
5.
|
THE PROFITS TO BE REALIZED BY THE ADVISER AND ITS AFFILIATES FROM THEIR RELATIONSHIP WITH THE FUND. The Board reviewed the Adviser’s financial information and took into account both the direct benefits and the indirect benefits to the Adviser from advising the Fund. The Board considered the profitability to the Adviser from its relationship with the Fund and considered any additional benefits derived by the Adviser from its relationship with the Fund, such as benefits received in exchange for “soft dollars” and Rule 12b-1 fees. The Board also reviewed information regarding fee offsets for separate accounts invested in the Fund and determined that the Adviser was not receiving an advisory fee both at the separate account and at the Fund level 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 Adviser with respect to the Advisory Agreement was not excessive, and that the Adviser had maintained adequate resources and profit levels to support the services it provides to the Fund.
|
(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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1)
Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.
Not Applicable.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
|
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