Class A
|
Beginning
Account Value |
Ending
Account Value |
Expenses Paid
During Period* |
|||||||||
7/1/18
|
12/31/18
|
7/1/18-12/31/18
|
||||||||||
Actual
|
$
|
1,000.00
|
$
|
924.10
|
$
|
5.58
|
||||||
Hypothetical (5% return before expenses)
|
$
|
1,000.00
|
$
|
1,019.41
|
$
|
5.85
|
Class I
|
Beginning
|
Ending
|
Expenses Paid
|
|||||||||
Account Value
|
Account Value
|
During Period*
|
||||||||||
7/1/18
|
12/31/18
|
7/1/18-12/31/18
|
||||||||||
Actual
|
$
|
1,000.00
|
$
|
925.00
|
$
|
4.37
|
||||||
Hypothetical (5% return before expenses)
|
$
|
1,000.00
|
$
|
1,020.67
|
$
|
4.58
|
Shares
|
COMMON STOCKS - 93.43%
|
Value
|
|||
|
Aerospace & Defense - 2.48%
|
||||
23,325
|
United Technologies Corp.
|
$
|
2,483,646
|
||
|
|||||
|
Air Freight & Logistics - 1.71%
|
||||
10,645
|
Fedex Corp.
|
1,717,358
|
|||
|
|||||
|
Banks - 7.32%
|
||||
31,845
|
Citigroup, Inc.
|
1,657,851
|
|||
23,650
|
First Republic Bank
|
2,055,185
|
|||
37,070
|
JPMorgan Chase & Co.
|
3,618,773
|
|||
|
7,331,809
|
||||
|
Beverages - 1.94%
|
||||
17,585
|
PepsiCo, Inc.
|
1,942,791
|
|||
|
|||||
|
Biotechnology - 6.67%
|
||||
13,046
|
Amgen, Inc.
|
2,539,665
|
|||
36,245
|
Celgene Corp. (a)
|
2,322,942
|
|||
29,140
|
Gilead Sciences, Inc.
|
1,822,707
|
|||
|
6,685,314
|
||||
|
Capital Markets - 3.52%
|
||||
36,365
|
Morgan Stanley
|
1,441,872
|
|||
32,960
|
State Street Corp.
|
2,078,787
|
|||
|
3,520,659
|
||||
|
Chemicals - 3.81%
|
||||
34,808
|
DowDuPont, Inc.
|
1,861,532
|
|||
12,550
|
Linde PLC (b)
|
1,958,302
|
|||
3,819,834
|
Shares
|
COMMON STOCKS - 93.43%, continued
|
Value
|
|||
|
Communications Equipment - 3.53%
|
||||
81,525
|
Cisco Systems, Inc.
|
$
|
3,532,478
|
||
|
|||||
|
Diversified Telecommunication Services - 1.80%
|
||||
78,925
|
Zayo Group Holdings, Inc. (a)
|
1,802,647
|
|||
|
|||||
|
Electrical Equipment - 1.88%
|
||||
27,490
|
Eaton Corp. PLC (b)
|
1,887,463
|
|||
|
|||||
|
Energy Equipment & Services - 1.50%
|
||||
69,945
|
Baker Hughes a GE Co.
|
1,503,817
|
|||
|
|||||
|
Entertainment - 4.28%
|
||||
18,750
|
Electronic Arts, Inc. (a)
|
1,479,562
|
|||
58,330
|
Twenty-First Century Fox, Inc. - Class A
|
2,806,840
|
|||
|
4,286,402
|
||||
|
Food & Staples Retailing - 3.82%
|
||||
67,505
|
Sprouts Farmers Market, Inc. (a)
|
1,587,043
|
|||
23,990
|
Walmart, Inc.
|
2,234,668
|
|||
|
3,821,711
|
||||
|
Health Care Equipment & Supplies - 2.29%
|
||||
10,180
|
Becton, Dickinson & Co.
|
2,293,758
|
|||
|
|||||
|
Health Care Providers & Services - 3.67%
|
||||
8,764
|
Cigna Corp.
|
1,664,479
|
|||
15,925
|
Laboratory Corp. of America Holdings (a)
|
2,012,283
|
|||
|
3,676,762
|
||||
|
Health Care Technology - 1.95%
|
||||
37,310
|
Cerner Corp. (a)
|
1,956,536
|
Shares
|
COMMON STOCKS - 93.43%, continued
|
Value
|
|||
|
Hotels, Restaurants & Leisure - 2.16%
|
||||
33,575
|
Starbucks Corp.
|
$
|
2,162,230
|
||
|
|||||
|
Household Products - 1.61%
|
||||
24,480
|
Church & Dwight Co., Inc.
|
1,609,805
|
|||
|
|||||
|
Industrial Conglomerates - 1.61%
|
||||
8,445
|
3M Co.
|
1,609,110
|
|||
|
|||||
|
Insurance - 1.88%
|
||||
42,670
|
Principal Financial Group, Inc.
|
1,884,734
|
|||
|
|||||
|
Interactive Media & Services - 3.83%
|
||||
3,702
|
Alphabet, Inc. - Class C (a)
|
3,833,828
|
|||
|
|||||
|
Internet & Direct Marketing Retail - 1.79%
|
||||
64,025
|
eBay, Inc. (a)
|
1,797,182
|
|||
|
|||||
|
Life Sciences Tools & Services - 1.57%
|
||||
8,340
|
Waters Corp. (a)
|
1,573,341
|
|||
|
|||||
|
Machinery - 1.40%
|
||||
36,890
|
Flowserve Corp.
|
1,402,558
|
|||
|
|||||
|
Multiline Retail - 1.78%
|
||||
38,220
|
Nordstrom, Inc.
|
1,781,434
|
|||
|
|||||
|
Multi-Utilities - 2.57%
|
||||
23,790
|
Sempra Energy
|
2,573,840
|
Shares
|
COMMON STOCKS - 93.43%, continued
|
Value
|
|||
|
Oil, Gas & Consumable Fuels - 3.94%
|
||||
24,449
|
Chevron Corp.
|
$
|
2,659,807
|
||
89,980
|
Marathon Oil Corp.
|
1,290,313
|
|||
|
3,950,120
|
||||
|
Professional Services - 1.17%
|
||||
50,290
|
Nielsen Holdings PLC (b)
|
1,173,266
|
|||
|
|||||
|
Semiconductors & Semiconductor Equipment - 1.45%
|
||||
18,490
|
Silicon Laboratories, Inc. (a)
|
1,457,197
|
|||
|
|||||
|
Software - 9.84%
|
||||
25,215
|
Fortinet, Inc. (a)
|
1,775,892
|
|||
11,170
|
Intuit, Inc.
|
2,198,814
|
|||
38,215
|
Microsoft Corp.
|
3,881,498
|
|||
16,635
|
Tableau Software, Inc. - Class A (a)
|
1,996,200
|
|||
|
9,852,404
|
||||
|
Technology Hardware, Storage & Peripherals - 2.81%
|
||||
17,839
|
Apple, Inc.
|
2,813,924
|
|||
|
|||||
|
Textiles, Apparel & Luxury Goods - 1.85%
|
||||
60,875
|
Gildan Activewear, Inc. (b)
|
1,848,165
|
|||
|
TOTAL COMMON STOCKS (Cost $70,417,936)
|
93,586,123
|
|||
|
|||||
|
REITs - 5.26%
|
||||
42,520
|
American Campus Communities, Inc.
|
1,759,903
|
|||
61,150
|
CubeSmart
|
1,754,393
|
|||
89,305
|
Starwood Property Trust, Inc.
|
1,760,202
|
|||
|
|||||
|
TOTAL REITs (Cost $4,909,864)
|
5,274,498
|
Shares
|
MONEY MARKET FUNDS - 1.69%
|
Value
|
|||
|
|||||
1,689,146
|
Fidelity Institutional Government Portfolio - Class I, 2.25% (c)
|
$
|
1,689,146
|
||
|
TOTAL MONEY MARKET FUNDS (Cost $1,689,146)
|
1,689,146
|
|||
|
|||||
|
Total Investments in Securities (Cost $77,016,946) - 100.38%
|
100,549,767
|
|||
|
Liabilities in Excess of Other Assets - (0.38)%
|
(382,832
|
)
|
||
|
NET ASSETS - 100.00%
|
$
|
100,166,935
|
||
|
|||||
|
PLC-Public Limited Company
|
||||
|
REIT-Real Estate Investment Trust
|
||||
|
(a) Non-income producing security.
|
||||
|
(b) U.S. traded security of a foreign issuer.
|
||||
|
(c) Rate shown is the 7-day annualized yield as of December 31, 2018.
|
ASSETS:
|
||||
Investments in securities, at value (identified cost $77,016,946)
|
$
|
100,549,767
|
||
Receivables
|
||||
Dividends and interest
|
140,606
|
|||
Fund shares sold
|
30,100
|
|||
Prepaid expenses
|
24,827
|
|||
Total assets
|
100,745,300
|
|||
LIABILITIES:
|
||||
Payables
|
||||
Fund shares redeemed
|
413,888
|
|||
Advisory fee
|
43,975
|
|||
12b-1 distribution fees
|
43,581
|
|||
Administration fees
|
25,009
|
|||
Transfer agent fees and expenses
|
14,663
|
|||
Fund accounting fees
|
11,991
|
|||
Audit fees
|
11,293
|
|||
Shareholder reporting
|
7,722
|
|||
Custody fees
|
2,402
|
|||
Chief Compliance Officer fees
|
1,538
|
|||
Tax expense
|
807
|
|||
Other expenses
|
1,496
|
|||
Total liabilities
|
578,365
|
|||
NET ASSETS
|
$
|
100,166,935
|
||
COMPONENTS OF NET ASSETS:
|
||||
Paid-in capital
|
$
|
74,643,862
|
||
Total distributable earnings
|
25,523,073
|
|||
Net assets
|
$
|
100,166,935
|
||
CALCULATION OF NET ASSET VALUE PER SHARE:
|
||||
Class A
|
||||
Net assets applicable to shares outstanding
|
$
|
61,909,753
|
||
Shares issued and outstanding [unlimited number of shares (par value $0.01) authorized]
|
2,856,150
|
|||
Net asset value and redemption price per share
|
$
|
21.68
|
||
Maximum offering price per share (Net asset value per share divided by 95.00%)
|
$
|
22.82
|
Class I
|
||||
Net assets applicable to shares outstanding
|
$
|
38,257,182
|
||
Shares issued and outstanding [unlimited number of shares (par value $0.01) authorized]
|
1,767,123
|
|||
Net asset value, redemption and offering price per share
|
$
|
21.65
|
INVESTMENT INCOME:
|
||||
Income:
|
||||
Dividends (net of withholding taxes of $2,128)
|
$
|
965,144
|
||
Interest
|
25,235
|
|||
Total investment income
|
990,379
|
|||
Expenses:
|
||||
Advisory fees (Note 4)
|
378,594
|
|||
12b-1 distribution fees - Class A (Note 5)
|
90,949
|
|||
Administration fees (Note 4)
|
73,393
|
|||
Transfer agent fees and expenses (Note 4)
|
42,494
|
|||
Fund accounting fees (Note 4)
|
35,052
|
|||
Federal and state registration fees
|
16,742
|
|||
Audit fees
|
11,292
|
|||
Trustee fees and expenses
|
7,523
|
|||
Custody fees (Note 4)
|
6,890
|
|||
Legal fees
|
6,757
|
|||
Reports to shareholders
|
4,945
|
|||
Chief Compliance Officer fee (Note 4)
|
4,537
|
|||
Insurance expense
|
1,581
|
|||
Other expenses
|
3,131
|
|||
Total expenses before advisory fee waiver
|
683,880
|
|||
Less: advisory fee waiver (Note 4)
|
(68,724
|
)
|
||
Net expenses
|
615,156
|
|||
Net investment income
|
375,223
|
|||
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
|
||||
Net realized gain on investments
|
7,066,047
|
|||
Net change in unrealized appreciation on investments
|
(15,642,644
|
)
|
||
Net realized and unrealized loss on investments
|
(8,576,597
|
)
|
||
Net decrease in net assets resulting from operations
|
$
|
(8,201,374
|
)
|
Six Months Ended
December 31, 2018
(Unaudited)
|
Year Ended June 30, 2018 |
|||||||
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | ||||||||
Net investment income
|
$ | 375,223 | $ | 1,293,750 | ||||
Net realized gain on investments
|
7,066,047 | 4,104,311 | ||||||
Net change in unrealized appreciation/(depreciation) on investments
|
(15,642,644 | ) | 5,615,541 | |||||
Net increase/(decrease) in net assets resulting from operations
|
(8,201,374 | ) | 11,013,602 | |||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||||
Net dividends and distributions to shareholders - Class A
|
(6,623,628 | ) | (2,138,658 | ) | ||||
Net dividends and distributions to shareholders - Class I
|
(4,199,474 | ) | (1,256,119 | ) | ||||
Total distributions to shareholders
|
(10,823,102 | ) | (3,394,777 | )(a) | ||||
CAPITAL SHARE TRANSACTIONS: | ||||||||
Net increase/(decrease) in net assets derived from net change in outstanding shares (c)
|
3,066,020 | (6,813,137 | ) | |||||
Total increase/(decrease) in net assets
|
(15,958,456 | ) | 805,688 | |||||
NET ASSETS: | ||||||||
Beginning of period
|
116,125,391 | 115,319,703 | ||||||
End of period
|
$ | 100,166,935 | $ | 116,125,391 | (b) |
(a)
|
Includes net investment income distributions of $385,849 and $264,489, and net realized gain distributions of $1,752,809 and $991,630, for Class A and
Class I, respectively.
|
(b)
|
Includes accumulated net investment income of $1,297,998.
|
(c)
|
A summary of share transactions can be found on the following page:
|
Class A | ||||||||||||||||
Six Months Ended | ||||||||||||||||
December 31, 2018 | Year Ended | |||||||||||||||
(Unaudited) | June 30, 2018 | |||||||||||||||
Shares | Paid-in Capital | Shares | Paid-in Capital | |||||||||||||
Shares sold | 24,545 | $ | 648,255 | 69,150 | $ | 1,745,180 | ||||||||||
Shares issued on reinvestments of distributions | 269,735 | 6,141,879 | 80,873 | 2,034,769 | ||||||||||||
Shares redeemed** | (247,357 | ) | (6,220,339 | ) | (391,738 | ) | (9,936,741 | ) | ||||||||
Net increase/(decrease) | 46,923 | $ | 569,795 | (241,715 | ) | $ | (6,156,792 | ) | ||||||||
** Net of redemption fees of | $ | 1 | $ | 3 |
Class I | ||||||||||||||||
Six Months Ended | ||||||||||||||||
December 31, 2018 | Year Ended | |||||||||||||||
(Unaudited) | June 30, 2018 | |||||||||||||||
Shares | Paid-in Capital | Shares | Paid-in Capital | |||||||||||||
Shares sold | 71,945 | $ | 1,726,951 | 147,904 | $ | 3,732,497 | ||||||||||
Shares issued on reinvestments of distributions | 116,463 | 2,648,365 | 31,100 | 782,777 | ||||||||||||
Shares redeemed | (73,010 | ) | (1,879,091 | ) | (202,990 | ) | (5,171,619 | ) | ||||||||
Net increase/(decrease) | 115,398 | $ | 2,496,225 | (23,986 | ) | $ | (656,345 | ) |
Six Months Ended
December 31, 2018 (Unaudited) |
Year Ended June 30,
|
|||||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||||||
Net asset value, beginning of period
|
$
|
26.01
|
$
|
24.40
|
$
|
21.73
|
$
|
22.96
|
$
|
22.61
|
$
|
18.99
|
||||||||||||
Income from investment operations:
|
||||||||||||||||||||||||
Net investment income^
|
0.07
|
0.26
|
0.14
|
0.19
|
0.06
|
0.22
|
||||||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
(1.93
|
)
|
2.08
|
3.45
|
(0.54
|
)
|
1.31
|
4.43
|
||||||||||||||||
Total from investment operations
|
(1.86
|
)
|
2.34
|
3.59
|
(0.35
|
)
|
1.37
|
4.65
|
||||||||||||||||
Less distributions:
|
||||||||||||||||||||||||
From net investment income
|
(0.36
|
)
|
(0.13
|
)
|
(0.04
|
)
|
(0.07
|
)
|
(0.21
|
)
|
(0.14
|
)
|
||||||||||||
From net realized gain on investments
|
(2.11
|
)
|
(0.60
|
)
|
(0.88
|
)
|
(0.81
|
)
|
(0.81
|
)
|
(0.89
|
)
|
||||||||||||
Total distributions
|
(2.47
|
)
|
(0.73
|
)
|
(0.92
|
)
|
(0.88
|
)
|
(1.02
|
)
|
(1.03
|
)
|
||||||||||||
Redemption fees retained
|
0.00
|
# |
0.00
|
# |
—
|
—
|
—
|
—
|
||||||||||||||||
Net asset value, end of period
|
$
|
21.68
|
$
|
26.01
|
$
|
24.40
|
$
|
21.73
|
$
|
22.96
|
$
|
22.61
|
||||||||||||
Total return
|
-7.59
|
%‡
|
9.70
|
%
|
16.69
|
%
|
-1.46
|
%
|
6.34
|
%
|
25.06
|
%
|
||||||||||||
Ratios/supplemental data:
|
||||||||||||||||||||||||
Net assets, end of period (thousands)
|
$
|
61,910
|
$
|
73,081
|
$
|
74,428
|
$
|
52,476
|
$
|
53,419
|
$
|
48,498
|
||||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||||||
Before fee waiver
|
1.27
|
%†
|
1.27
|
%
|
1.30
|
%
|
1.34
|
%
|
1.36
|
%
|
1.38
|
%
|
||||||||||||
After fee waiver
|
1.15
|
%†
|
1.15
|
%
|
1.15
|
%
|
1.15
|
%
|
1.15
|
%
|
1.15
|
%
|
||||||||||||
Ratio of net investment income to average net assets:
|
||||||||||||||||||||||||
Before fee waiver
|
0.43
|
%†
|
0.90
|
%
|
0.45
|
%
|
0.71
|
%
|
0.05
|
%
|
0.80
|
%
|
||||||||||||
After fee waiver
|
0.55
|
%†
|
1.02
|
%
|
0.60
|
%
|
0.90
|
%
|
0.26
|
%
|
1.03
|
%
|
||||||||||||
Portfolio turnover rate
|
8.41
|
%‡
|
32.14
|
%
|
27.68
|
%
|
25.30
|
%
|
13.91
|
%
|
11.59
|
%
|
Six Months Ended
December 31, 2018
(Unaudited)
|
Year Ended June 30,
|
October 30, 2013*
through
June 30, 2014
|
||||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
|||||||||||||||||||||
Net asset value, beginning of period
|
$
|
26.06
|
$
|
24.40
|
$
|
21.74
|
$
|
22.94
|
$
|
22.59
|
$
|
21.21
|
||||||||||||
Income from investment operations:
|
||||||||||||||||||||||||
Net investment income^
|
0.11
|
0.32
|
0.20
|
0.25
|
0.12
|
0.23
|
||||||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
(1.94
|
)
|
2.10
|
3.45
|
(0.54
|
)
|
1.30
|
2.24
|
||||||||||||||||
Total from investment operations
|
(1.83
|
)
|
2.42
|
3.65
|
(0.29
|
)
|
1.42
|
2.47
|
||||||||||||||||
Less distributions:
|
||||||||||||||||||||||||
From net investment income
|
(0.47
|
)
|
(0.16
|
)
|
(0.11
|
)
|
(0.10
|
)
|
(0.26
|
)
|
(0.20
|
)
|
||||||||||||
From net realized gain on investments
|
(2.11
|
)
|
(0.60
|
)
|
(0.88
|
)
|
(0.81
|
)
|
(0.81
|
)
|
(0.89
|
)
|
||||||||||||
Total distributions
|
(2.58
|
)
|
(0.76
|
)
|
(0.99
|
)
|
(0.91
|
)
|
(1.07
|
)
|
(1.09
|
)
|
||||||||||||
Redemption fees retained
|
—
|
—
|
—
|
—
|
0.00 | # ^ |
—
|
|||||||||||||||||
Net asset value, end of period
|
$
|
21.65
|
$
|
26.06
|
$
|
24.40
|
$
|
21.74
|
$
|
22.94
|
$
|
22.59
|
||||||||||||
Total return
|
-7.50
|
%‡
|
10.03
|
%
|
16.95
|
%
|
-1.22
|
%
|
6.61
|
%
|
12.15
|
%‡
|
||||||||||||
Ratios/supplemental data:
|
||||||||||||||||||||||||
Net assets, end of period (thousands)
|
$
|
38,257
|
$
|
43,044
|
$
|
40,892
|
$
|
27,865
|
$
|
24,991
|
$
|
18,183
|
||||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||||||
Before fee waivers
|
1.02
|
%†
|
1.02
|
%
|
1.05
|
%
|
1.09
|
%
|
1.11
|
%
|
1.15
|
%†
|
||||||||||||
After fee waivers
|
0.90
|
%†
|
0.90
|
%
|
0.90
|
%
|
0.90
|
%
|
0.90
|
%
|
0.90
|
%†
|
||||||||||||
Ratio of net investment income to average net assets:
|
||||||||||||||||||||||||
Before fee waivers
|
0.68
|
%†
|
1.14
|
%
|
0.72
|
%
|
0.96
|
%
|
0.32
|
%
|
1.38
|
%†
|
||||||||||||
After fee waivers
|
0.80
|
%†
|
1.26
|
%
|
0.87
|
%
|
1.15
|
%
|
0.53
|
%
|
1.63
|
%†
|
||||||||||||
Portfolio turnover rate
|
8.41
|
%‡
|
32.14
|
%
|
27.68
|
%
|
25.30
|
%
|
13.91
|
%
|
11.59
|
%‡
|
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 2016-2018, or expected to be taken in the Fund’s 2019 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. 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.
|
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. |
Redemption Fees: The Fund charges a 1.00% redemption fee
to shareholders who redeem shares held for 7 calendar days or less. Such fees are retained by the Fund and accounted for as an addition to paid-in capital. During the six-month period ended December 31, 2018, the Class A shares
retained $1 in redemption fees.
|
G. |
Events Subsequent to the Fiscal Period End: In preparing
the financial statements as of December 31, 2018, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements. Management has determined there were no subsequent events
that would need to be disclosed in the Fund’s 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
|
||||||||||||||||
Communication Services
|
$
|
9,922,877
|
$
|
—
|
$
|
—
|
$
|
9,922,877
|
||||||||
Consumer Discretionary
|
7,589,011
|
—
|
—
|
7,589,011
|
||||||||||||
Consumer Staples
|
7,374,307
|
—
|
—
|
7,374,307
|
||||||||||||
Energy
|
5,453,937
|
—
|
—
|
5,453,937
|
||||||||||||
Financials
|
12,737,202
|
—
|
—
|
12,737,202
|
||||||||||||
Health Care
|
16,185,710
|
—
|
—
|
16,185,710
|
||||||||||||
Industrials
|
10,273,401
|
—
|
—
|
10,273,401
|
||||||||||||
Information Technology
|
17,656,004
|
—
|
—
|
17,656,004
|
||||||||||||
Materials
|
3,819,834
|
—
|
—
|
3,819,834
|
||||||||||||
Utilities
|
2,573,840
|
—
|
—
|
2,573,840
|
||||||||||||
Total Common Stocks
|
93,586,123
|
—
|
—
|
93,586,123
|
||||||||||||
REITs
|
5,274,498
|
—
|
—
|
5,274,498
|
||||||||||||
Short-Term Investments
|
1,689,146
|
—
|
—
|
1,689,146
|
||||||||||||
Total Investments in Securities
|
$
|
100,549,767
|
$
|
—
|
$
|
—
|
$
|
100,549,767
|
July 2021-
|
|||||||||||||||||
6/30/2019
|
6/30/2020
|
6/30/2021
|
Dec. 2021
|
Total
|
|||||||||||||
$
|
195,941 |
$
|
168,027
|
$
|
142,440
|
$
|
68,724
|
$
|
575,132
|
Administration
|
$
|
73,393
|
||
Transfer Agency (a)
|
36,129
|
|||
Fund Accounting
|
35,052
|
|||
Custody
|
6,890
|
|||
Chief Compliance Officer
|
4,537
|
Administration
|
$
|
25,009
|
||
Transfer Agency (a)
|
12,842
|
|||
Fund Accounting
|
11,991
|
|||
Custody
|
2,402
|
|||
Chief Compliance Officer
|
1,538
|
Six Months Ended
|
Year Ended
|
|||||||
December 31, 2018
|
June 30, 2018
|
|||||||
Ordinary income
|
$
|
2,370,559
|
$
|
1,851,436
|
||||
Long-term capital gains
|
8,452,543
|
1,543,341
|
Cost of investments (a)
|
$
|
77,011,074
|
||
Gross tax unrealized appreciation
|
42,190,740
|
|||
Gross tax unrealized depreciation
|
(3,033,764
|
)
|
||
Net tax unrealized appreciation
|
39,156,976
|
|||
Undistributed ordinary income
|
1,896,892
|
|||
Undistributed long-term capital gain
|
3,493,681
|
|||
Total distributable earnings
|
5,390,573
|
|||
Total accumulated earnings/(losses)
|
$
|
44,547,549
|
● |
Equity Risk. Stock prices may fluctuate widely over short
or even extended periods in response to company, market, or economic news. Stock markets also tend to move in cycles, with periods of rising stock prices and periods of falling stock prices.
|
● |
ETF and Mutual Fund Risk. ETFs are typically open-end
investment companies that are bought and sold on a national securities exchange. Investment companies (mutual funds) and ETFs have management fees that are part of their costs, and the Fund will indirectly bear its proportionate
share of these costs.
|
● |
Foreign and Emerging Market Securities Risk. Foreign
securities are subject to special risks. Foreign securities may be more volatile and less liquid than domestic (U.S.) securities, which could affect the Fund’s investments. Securities markets of other countries are generally smaller
than U.S. securities markets. These risks are enhanced in emerging markets.
|
● |
Market and Issuer Risk. Securities held by the Fund may
fluctuate as a result of the movement of the overall stock market or of the value of the individual securities held by the Fund. The value of securities held by the Fund may also experience sudden, unpredictable drops in value or
long periods of decline in value due to reasons directly related to the issuer, including management performance, financial leverage, and reduced demand for the issuer’s goods and services.
|
● |
Small and Medium Companies Risk. Investing in securities
of small and medium capitalization companies may involve greater volatility than investing in larger and more established companies because small and medium capitalization companies can be subject to more abrupt or erratic share
price changes than larger, more established companies.
|
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 nature, extent and quality of the Advisor’s overall services provided to the Fund, as well as its 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, as well as the Advisor’s cybersecurity program and 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 the Fund’s performance and investment outlook as well as various marketing and compliance topics, including
the Advisor’s risk management process. 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 and extent of such management services are satisfactory.
|
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
July 31, 2018, on both an absolute basis and in comparison to its peer funds utilizing Morningstar classifications and an appropriate securities benchmark. While the Board considered both short-term and long-term performance, it
placed greater emphasis on longer term performance. The Board also took into account that the Fund’s track record is measured as of a specific date, and that track records can vary as of different measurement dates. Therefore, in
reviewing the Fund’s performance, the Trustees also considered the broader perspective of the Fund’s performance over varying time periods, the market conditions experienced during the periods under review, as well as the outlook
for the Fund going forward in light of expected market conditions. When reviewing performance against the comparative peer group universe, the Board took into account that the investment objective and strategy of the Fund, as well
as its level of risk tolerance, may differ significantly from funds in the peer universe. The Trustees also discussed with the Advisor and considered that certain periods of underperformance may be transitory while other periods of
underperformance may be reflective of broader issues that may warrant consideration of corrective action. The Board therefore took into account the Advisor’s views as to the reasons for the Fund’s underperformance against peers and
benchmarks over various time periods and its future outlook for the Fund. In considering the Fund’s performance, the Trustees placed greater emphasis on performance against peers as opposed to the unmanaged benchmark indices.
|
The Board noted that
the Fund’s performance, with regard to its Morningstar comparative universe, was below its peer group median for the one-year, three-year, five-year and since inception periods.
|
The Board reviewed the
performance of the Fund against a broad-based securities market benchmark.
|
The Board also
considered the Fund’s performance compared to the Advisor’s similarly managed accounts for all periods, noting the Fund had underperformed for the one-year period, outperformed for the three-year period and performed in-line for the
five-year period.
|
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 advisory fee and total fees and expenses of the Fund, the Board reviewed comparisons to the peer funds and the Advisor’s similarly
managed separate accounts, if any, for other types of clients as well as all expense waivers and reimbursements. 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 Advisor had contractually agreed to maintain an annual expense ratio of 1.15% for Class A shares and 0.90% for Class I shares (respectively, the “Expense Caps”). The Board noted that the Fund’s total expense ratio for Class A
shares was above its peer group median and average and that the Fund’s total expense ratio for Class I shares was equal to its peer group median and below its peer group average. Additionally, the Board considered that when the Fund’s
peer group was adjusted to include only funds with similar asset sizes, the total expense ratio for Class A shares was above the median and average of the Fund’s peer group, while the total expense ratio for Class I shares was below
the median and average of the Fund’s peer group.
|
The Board noted that
the Fund’s contractual advisory fee was above its peer group median and average. Additionally, the Board noted that the Fund’s contractual advisory fee was above the median and 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 Advisor from the Fund for
the year ended July 31, 2018, were below the peer group median and equal to its peer group average. The Board also took into consideration the services the Advisor provided to its similarly managed account clients, comparing the fees
charged for those management services to the fees charged to the Fund. The Board found that the management fees charged to the Fund were generally in line with the management fees charged to the Advisor’s similarly managed account
clients and to the extent fees charged to the Fund were higher than for similarly managed separate accounts, it was largely a reflection of the nature of the client.
|
The Board determined
that it would continue to monitor the appropriateness of the advisory fee for the Fund and concluded that, at this time, the fees to be paid to the Adviser were fair and reasonable.
|
4.
|
Economies
of Scale. The
Board also considered whether economies of scale were being realized by the Advisor that should be shared with
shareholders. The Board noted that the Advisor contractually agreed to reduce its advisory fee or reimburse Fund expenses so that the Fund does not exceed the specified Expense Caps. The Board noted that at current asset levels, the Advisor continued to subsidize expenses to maintain the Expense Caps and determined to revisit the issue of
economies of scale when the Fund has grown to a point that this subsidization is no longer in effect.
|
5. |
The profits to be realized by the Advisor and its affiliates from its 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, including “soft dollar” benefits that may be received by the Advisor in exchange for Fund brokerage and Rule 12b-1 fees paid to the Advisor’s affiliated broker-dealer – D.A. Davidson & Co. – in connection with the
sale of Class A shares of the Fund. The Board also reviewed information regarding fee offsets for separate accounts invested in the Fund and determined that the Advisor was not currently 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 Advisor with respect to
the Advisory Agreement was not excessive, and that the Advisor had maintained adequate profit levels to support the services it provides to the Fund.
|
(a)
|
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
|
(b)
|
Not Applicable.
|
(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/Chief Executive Officer/Principal Executive Officer and Vice President/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, as amended, (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 have materially affected, or are 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.
|
1.
|
I have reviewed this report on Form N-CSR of Advisors Series Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting 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; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
|
Date: 3/11/2019
|
/s/ Jeffrey T.
Rauman
Jeffrey T. Rauman President/Chief Executive Officer/Principal Executive Officer |
1.
|
I have reviewed this report on Form N-CSR of Advisors Series Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting 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; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
|
Date: 3/11/2019
|
/s/Cheryl L.
King
Cheryl L. King Vice President/Treasurer/Principal Financial Officer
|
/s/ Jeffrey T.
Rauman
Jeffrey T. Rauman
President/Chief Executive Officer/Principal Executive Officer
Advisors Series Trust
|
/s/Cheryl L.
King
Cheryl L. King
Vice President/Treasurer/Principal Financial Officer
Advisors Series Trust
|
Dated: 3/11/2019
|
Dated: 3/11/2019
|
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