N-CSR 1 d590613dncsr.htm CORTINA FUNDS ANNUAL REPORT Cortina Funds Annual Report
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21580

 

 

CORTINA FUNDS, INC.

(Exact name of registrant as specified in charter)

 

 

825 N. Jefferson St., Suite 400, Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

(414) 225-7365

Registrant’s telephone number, including area code

 

 

Lori Hoch

825 N. Jefferson St., Suite 400

Milwaukee, WI 53202

(Name and address of agent for service)

 

 

Date of fiscal year end: June 30

Date of reporting period: July 1, 2012 - June 30, 2013

 

 

 


Table of Contents
Item 1. Reports to Stockholders.


Table of Contents

 

LOGO


Table of Contents

TABLE OF CONTENTS

 

Cortina Small Cap Growth Fund

  

Shareholder Letter

     1   

Portfolio Information

     2   

Cortina Small Cap Value Fund

  

Shareholder Letter

     3   

Portfolio Information

     5   

Disclosure of Fund Expenses

     6   

Schedule of Investments

  

Cortina Small Cap Growth Fund

     7   

Cortina Small Cap Value Fund

     10   

Statements of Assets and Liabilities

     12   

Statements of Operations

     13   

Statements of Changes in Net Assets

     14   

Financial Highlights

  

Cortina Small Cap Growth Fund

     15   

Cortina Small Cap Value Fund

     16   

Notes to Financial Statements

     17   

Report of Independent Registered Public Accounting Firm

     22   

Additional Information

     23   

Board of Directors and Officers

     25   


Table of Contents
LOGO    Shareholder Letter
Cortina Small Cap Growth Fund    June 30, 2013 (Unaudited)

 

DEAR FELLOW SHAREHOLDERS:

The Cortina Small Cap Growth Fund enjoyed a strong finish to our fiscal year after a difficult beginning. For the six months ending June 30, 2013, the Fund significantly outperformed the Russell 2000 Growth Index. Taken in combination with the disappointing start, the Fund finished the fiscal year modestly ahead of its benchmark. The recent outperformance over the six month period was driven almost entirely by security selection. In fact, the holdings outperformed the benchmark constituents in all but two sectors (Consumer Staples and Materials & Processing), which combined represented less than 3% of Fund assets. The Technology and Consumer Discretionary sectors were standouts from a relative performance standpoint.

Consistent Process in an Inconsistent World

The volatility of our Fund returns over the past 12 months could mislead one into thinking dramatic changes were made in the management of the portfolio that led to a turnaround in performance. In reality, nothing can be further from the truth. Since the Fund’s inception, and indeed over the strategy’s much longer life, a very consistent process has been employed that is designed to opportunistically take advantage of market inefficiencies that are likely to persist for a very long time. The crux of the philosophy is to be early investors in innovative growth companies. The inefficiencies that are targeted are both emotional and structural.

From an emotional perspective, we target the general market’s reluctance to associate small market capitalization with high quality. Investors with multiple small cap mutual fund holdings will very likely read other managers’ letters that point to a “low quality rally” as the reason for underperforming in the first half of the 2013 calendar year. Likewise, large cap managers may use the same scapegoat for explaining the outperformance of small caps versus large caps. While it is true that investing in microcaps has been a bit of a tailwind for us recently, the stocks that have led the way have done so on positive company-specific developments. Three holdings were the subject of strategic acquisitions. Our two biggest contributors to positive performance continue to take market share from much larger competitors. Our third largest contributor has grown its installed base of diagnostic systems from 321 a year ago to close to 900 as of the end of the first quarter and remains less than 5% penetrated into its target market. It is hard to link the positive performance of these and other stocks in the portfolio with a “low quality rally.”

The structural inefficiency that we target is apathy towards small and microcap stocks by both institutional investors and large brokerage firms for purely economic reasons. For the brokerage firms, smaller companies often do not generate enough trading commissions (or investment banking fees) to justify the time and expense of writing research on them. For institutional investors, it is difficult, if not impossible, to invest multi-billion-dollar asset pools in small and microcap companies. For that reason, many small cap mutual funds restrict microcaps to a small portion of overall fund assets or exclude them altogether. As managers of the Cortina Small Cap Growth Fund, our preference is to restrict the amount of money we manage as opposed to the types of companies in which we invest. Another trend amongst investment managers that leads to inefficiencies in small cap stocks is an overreliance on technology (i.e., quantitative screening) to identify investment ideas and, in extreme cases, to populate portfolios. It is our belief that while quantitative screening may be an efficient tool for narrowing the investment universe it is ineffective in the small cap world. Rather, our process is to remove ourselves from our computer screens and identify and research potential investment ideas by meeting with companies. Over the past 12 months, the Cortina research staff has held more than 1,350 unique meetings with close to 900 different companies. We met a small diagnostics company 15 months ago which was covered by only two small regional brokerage firms. Today, with an installed base more than triple what it was when we initially met management, there are six firms following the company and it is likely showing up on quantitative screens indicating others will start to discover this investment.

True and lasting inefficiencies are not captured a nickel at a time in linear fashion. They are exploited over market cycles through the disciplined execution of a consistent philosophy and process. In the short term, and even over six- to twelve-month periods, the market’s desire to own or avoid an asset class can be more powerful than individual company fundamentals. This can lead to volatile performance of a consistent investment approach. Those overarching market dynamics create opportunities for us to reallocate capital among both existing portfolio holdings and new ideas alike. Investing in future growth is also an inexact science and is prone to misjudgment. We are not immune to this and the number of mistakes on our part can fluctuate from quarter to quarter. One mistake we have successfully avoided is the mistake of straying from our philosophy and process. It is this consistency that has carried us through difficult periods like the fourth calendar quarter of 2012 and has led us to rewarding periods such as that of the past six months.

Outlook and Positioning

We are very aware of the macro environment and have heard plenty of bull cases and bear cases for the economy and the stock market. Each argument is very convincing in a vacuum, as they tend to focus on one or two of the myriad issues facing investors. We pay enough attention to the macro data to help us understand the risks and opportunities that face the companies we invest in, but we try to avoid letting the macro picture sway portfolio construction. As small cap growth investors, we seek companies possessing something special and unique that allows them to control their own destiny. We continue to find companies that we believe fit this description and have yet to be discovered or properly appreciated by the broader market. From a sector standpoint, many of those ideas are being found in the Technology and Health Care sectors, which represent our two largest weights both in absolute terms and relative to the benchmark. These two sectors are constant sources of innovation and the changes facing the health care world today are demanding new and better approaches more than ever before. We have also added new holdings in the Consumer Discretionary sector, which is currently our third largest weight in the portfolio, though we remain underweight that sector relative to the benchmark.

Investing involves risks, including loss of principal.

 

Annual Report | June 30, 2013    1


Table of Contents
LOGO    Portfolio Information
Cortina Small Cap Growth Fund    June 30, 2013 (Unaudited)

 

Growth of $25,000 Investment (Unaudited)

For the period from September 30, 2011 (Inception) to June 30, 2013.

 

LOGO

This graph assumes an initial $25,000 investment at September 30, 2011 (Inception Date). The Cortina Small Cap Growth Fund (the “Fund”) will deduct a 2.00% redemption proceeds fee on Fund shares held 60 days or less. This graph depicts the performance of the Fund versus the Russell 2000® Growth Index. It is important to note the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only.

This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Performance Returns for the period ended June 30, 2013

 

     1 Month     6 Months     1 Year     Since Inception*     Gross Expense
Ratio**
 

Cortina Small Cap Growth Fund

     4.10     23.70     22.79     25.61     3.85

Russell 2000® Growth Index

     -0.62     17.44     23.67     28.37  

 

* The Fund’s inception date is September 30, 2011.
** Cortina Asset Management, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse the Fund’s operating expenses in order to limit the Fund’s total annual fund operating expenses (excluding taxes, leverage, interest, brokerage commissions, dividends or interest expenses on short positions, acquired fund fees and expenses and extraordinary expenses) to 1.10% of average daily net assets of the Fund. The agreement will continue in effect at least through October 31, 2014, subject thereafter to annual re-approval of the agreement by the Fund’s Board of Directors.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than their original cost. To obtain performance information current to the most recent month end, call 1-855-612-3936.

Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher price-to-value ratios and higher forecasted growth values. All indices are unmanaged. It is not possible to invest directly in an index.

Sector Allocations***

 

LOGO

*** Percentages are based on net assets as of June 30, 2013. Holdings are subject to change.

 

2    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Shareholder Letter
Cortina Small Cap Value Fund    June 30, 2013 (Unaudited)

 

DEAR FELLOW SHAREHOLDERS:

For the first six months ending June 30, 2013, the Cortina Small Cap Value Fund delivered another strong showing in the reporting period, outpacing its benchmark. Stock selection again provided the entirety of outperformance. Every quarter since inception has shown the same pattern: the performance of individual companies trumps the clutter of geopolitical and economic news.

Most everyone has an opinion, often well informed, of the state of the economy and the direction of the markets, yet those opinions are often of marginal utility when it comes to actually investing capital. We think the problem is not that investors pay too much attention to the macro-focused news, it is that the pattern recognition is often flawed or incomplete, such as the predictions of a global monetary collapse that have not come to pass. Consensus has too long focused upon whether we are repeating the 1930s. We are not. A better analogy today may be 1848. In that year, near the end of the Industrial Revolution which changed the world then as the internet is now, many European countries underwent revolutions staged by the middle class protesting wages, food inflation and concentration of wealth. The leadership changes in many European countries over the past several years and the Arab Spring are much the same. However, after all the Sturm und Drang1 of the 1848 revolutions, shortly thereafter little had changed, which is the current outcome in Europe and the likely one in the Arab World.

Strangely enough, 1848 also saw the beginnings of the Gold Rush in California. Similar to last year’s gold rush, it too ended in dashed hopes of riches to be found in a shiny metal. Ignoring the talking heads who forecasted a new gold era was perhaps the best investment strategy of last year.

Broad predictions about the future, even when largely correct, are hard to correctly invest behind. This makes the current shift in interest rates very challenging for many. Our economy has been near absolute zero interest rates for a long period and it has had a profound impact on fixed income instruments, from bonds to dividend-paying equities as any yield was viewed as investable. Whether a massive rotation is about to unfold or not, absolute zero is ending, the domestic economy is warming, and traditional relationships are reasserting themselves to the surprise of those who only have a five-year memory.

A normalization of the yield curve may have outsized effects upon traditionally higher-yielding sectors, such as Real Estate Investment Trusts (REITs), Utilities, certain Consumer Staples, and Health Care companies. In particular, Financials are very susceptible to interest rate changes. If the sector had a high school year book page, it would be named “most likely to infuriate the casual observer.” It is a very broad sector subject to the influence of macro factors such as interest rates and loan demand, but a cursory discussion by talking heads is not enough. For example, even though REITs’ 4-5% yields appeared attractive relative to the 2% yield investors could earn on a 10 year Treasury, we do not believe the prospective absolute returns were attractive enough to warrant committing capital to the sector. Moreover, in a rising rate environment, we would expect REITs to suffer disproportionate absolute losses relative to other equity sectors. This indeed occurred. The recent uptick in rates has caused a meaningful pullback in the sector and our very underweight position to it materially added to our performance relative to the benchmark. However, while we still believe the sector to be overvalued, the shakeout has created several specific opportunities for us to take positions in REITs we have to date only looked at from afar. Make no mistake, we believe much of the sector remains expensive, but certain companies are evolving for the better and offer attractive upside with the risk-reward balance we require.

Portfolio Summary

In the most recent period, Financials and Technology sectors were the most important contributors while Consumer companies were a mild negative. Materials, Energy and Utilities were the worst performers in the benchmark for the first six months of 2013, but the portfolio is underweight each of those sectors which further added to relative performance. Thankfully, companies that change for the better often continue to change even more, resulting in positive returns for shareholders that compound beyond our original forecasts. It is the best of worlds for us when that occurs, and several significant holdings have, through wise acquisitions or successful new products, demonstrated evidence supporting higher price targets than our initial expectations. As a result, turnover declined to levels near 50% by mid-year 2013.

The portfolio remains overweight Technology and underweight Energy. Financials remain by far the largest segment of both the benchmark and portfolio. Our concerns about REITs notwithstanding, the recent panic in the sector has enabled us to very selectively add several REITs, the very group we have long shunned. We are now underweight Health Care after eliminating one company that put itself up for sale and taking profits on another. In addition, although we remain overweight Industrials, it is by a smaller margin than at any point in the past two years as it is difficult to find compelling stories coupled to reasonable valuations.

Despite the significant rise in the market, we continue to find value across the spectrum of industries, with the exception of highly commodity-dependent companies. Materials companies may have attractive headline valuations, but are unlikely to make it into our portfolio. Most do not meet the test of being a good business with a large degree of control over their own destinies.

 

1 

A German term often used to describe storm and stress.

 

Annual Report | June 30, 2013    3


Table of Contents
LOGO    Shareholder Letter
Cortina Small Cap Value Fund    June 30, 2013 (Unaudited)

 

The last several years have seen much concern about the global economy and the health of the financial system. The concerns may be valid, but fear is not an investment strategy. Gold may still be shiny, but it declined, in dollar terms, by 22% in the 18 months ending June 30, 2013, while the S&P 500 increased by 28%. The remarkable 50 percentage point spread in returns of the well publicized doomsayers versus the boring long-only investors, such as ourselves, may be a reminder of the inverse correlation between a professional investor’s returns and his or her speaking engagements. In our view, there are many remarkable companies with great futures trading at reasonable valuations, and we continue to monitor the best ones to invest in when appropriate and take care to invest your hard-earned capital wisely.

Investing involves risks, including loss of principal.

 

4    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Portfolio Information
Cortina Small Cap Value Fund    June 30, 2013 (Unaudited)

 

Growth of $25,000 Investment (Unaudited)

For the period from September 30, 2011 (Inception) to June 30, 2013.

 

LOGO

This graph assumes an initial $25,000 investment at September 30, 2011 (Inception Date). The Cortina Small Cap Value Fund (the “Fund”) will deduct a 2.00% redemption proceeds fee on Fund shares held 60 days or less. This graph depicts the performance of the Fund versus the Russell 2000® Value Index. It is important to note the Fund is a professionally managed mutual fund, while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only.

This chart does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Performance Returns for the period ended June 30, 2013

 

     1 Month     6 Months     1 Year     Since
Inception*
    Gross Expense
Ratio**
 

Cortina Small Cap Value Fund

     1.56     19.42     30.41     36.37     5.55

Russell 2000® Value Index

     -0.41     14.39     24.77     29.25  

 

* The Fund’s inception date is September 30, 2011.
** Cortina Asset Management, LLC (the “Adviser”) has contractually agreed to waive management fees and/or reimburse the Fund’s operating expenses in order to limit the Fund’s total annual fund operating expenses (excluding taxes, leverage, interest, brokerage commissions, dividends or interest expenses on short positions, acquired fund fees and expenses and extraordinary expenses) to 1.10% of average daily net assets of the Fund. The agreement will continue in effect at least through October 31, 2014, subject thereafter to annual re-approval of the agreement by the Fund’s Board of Directors.

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than their original cost. To obtain performance information current to the most recent month end, call 1-855-612-3936.

Russell 2000® Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. All indices are unmanaged. It is not possible to invest directly in an index.

Sector Allocations***

 

LOGO

*** Percentages are based on net assets as of June 30, 2013. Holdings are subject to change.

 

Annual Report | June 30, 2013    5


Table of Contents
LOGO    Disclosure of Fund Expenses
     June 30, 2013 (Unaudited)

 

As a shareholder of the Fund(s), you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, as indicated below.

Actual Expenses – The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6) then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds by comparing these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees or low balance fees. Therefore, the second line of the table is useful in comparing ongoing costs and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would be higher.

 

     Beginning
Account Value
January 1, 2013
     Ending
Account Value
June 30, 2013
     Expenses Paid
During Period(a)
     Net
Expense
Ratios
 

Cortina Small Cap Growth Fund

           

Actual Fund Return

   $ 1,000.00       $ 1,237.00       $ 6.10         1.10

Hypothetical Fund Return (assuming a 5% return before expenses)

   $ 1,000.00       $ 1,019.34       $ 5.51         1.10

Cortina Small Cap Value Fund

           

Actual Fund Return

   $ 1,000.00       $ 1,194.20       $ 5.98         1.10

Hypothetical Fund Return (assuming a 5% return before expenses)

   $ 1,000.00       $ 1,019.34       $ 5.51         1.10

 

(a) 

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (181), divided by 365.

 

6    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Schedule of Investments
Cortina Small Cap Growth Fund    June 30, 2013

 

 

     Shares      Value  

COMMON STOCKS (96.3%)

     

Consumer Discretionary (9.3%)

     

Black Diamond, Inc.(a)

     17,161       $ 161,313   

Chuy’s Holdings, Inc.(a)

     4,500         172,530   

Five Below, Inc.(a)

     4,093         150,459   

Francesca’s Holdings Corp.(a)

     5,475         152,150   

Gentherm, Inc.(a)

     7,735         143,639   

Restoration Hardware Holdings, Inc.(a)

     2,677         200,775   

Shutterfly, Inc.(a)

     5,693         317,613   

Steven Madden, Ltd.(a)

     4,171         201,793   

Tumi Holdings, Inc.(a)

     8,167         196,008   
     

 

 

 
        1,696,280   
     

 

 

 

Consumer Staples (1.7%)

     

Annie’s, Inc.(a)

     3,178         135,828   

The Fresh Market, Inc.(a)

     3,517         174,865   
     

 

 

 
        310,693   
     

 

 

 

Energy (8.8%)

     

Carrizo Oil & Gas, Inc.(a)

     7,797         220,889   

ION Geophysical Corp.(a)

     24,634         148,297   

Northern Oil & Gas, Inc.(a)

     10,321         137,682   

Rex Energy Corp.(a)

     13,104         230,368   

RigNet, Inc.(a)

     4,128         105,181   

Sanchez Energy Corp.(a)

     9,402         215,870   

Synergy Resources Corp.(a)

     37,475         274,317   

Triangle Petroleum Corp.(a)

     39,275         275,318   
     

 

 

 
        1,607,922   
     

 

 

 

Financials (6.1%)

     

The Bancorp, Inc.(a)

     11,003         164,935   

BofI Holding, Inc.(a)

     4,419         202,479   

eHealth, Inc.(a)

     5,986         136,002   

EverBank Financial Corp.

     7,313         121,103   

Health Insurance Innovations, Inc., Class A(a)

     5,611         59,028   

ICG Group, Inc.(a)

     16,979         193,561   

Pinnacle Financial Partners, Inc.(a)

     5,323         136,854   

Tristate Capital Holdings, Inc.(a)

     7,655         105,256   
     

 

 

 
        1,119,218   
     

 

 

 

Health Care (29.8%)

     

Align Technology, Inc.(a)

     6,748         249,946   

AtriCure, Inc.(a)

     24,603         233,728   

BioScrip, Inc.(a)

     13,078         215,787   

Cepheid, Inc.(a)

     4,082         140,502   

Cerus Corp.(a)

     41,038         181,388   

DexCom, Inc.(a)

     8,073         181,239   

Endologix, Inc.(a)

     16,037         212,971   

Fluidigm Corp.(a)

     11,770         205,504   

HealthStream, Inc.(a)

     9,357         236,919   

HeartWare International, Inc.(a)

     1,887         179,473   

Imris, Inc.(a)

     33,884         93,520   

Insulet Corp.(a)

     6,148         193,109   

LipoScience, Inc.(a)

     11,451         80,042   

Medidata Solutions, Inc.(a)

     4,307         333,577   

Myriad Genetics, Inc.(a)

     5,371         144,319   

Neogen Corp.(a)

     4,107         228,185   

NeoGenomics, Inc.(a)

     38,835         154,563   

Novadaq Technologies, Inc.(a)

     11,547         155,423   

NxStage Medical, Inc.(a)

     14,231         203,219   

 

See Notes to Financial Statements.

 

Annual Report | June 30, 2013    7


Table of Contents
LOGO    Schedule of Investments
Cortina Small Cap Growth Fund    June 30, 2013

 

     Shares      Value  

COMMON STOCKS (continued)

     

Health Care (continued)

     

OraSure Technologies, Inc.(a)

     23,282       $ 90,334   

PhotoMedex, Inc.(a)

     11,570         184,426   

Quidel Corp.(a)

     10,195         260,278   

Sequenom, Inc.(a)

     42,127         177,355   

Solta Medical, Inc.(a)

     63,641         145,101   

Spectranetics Corp.(a)

     13,396         250,237   

Staar Surgical Co.(a)

     20,790         211,019   

Streamline Health Solutions, Inc.(a)

     18,412         120,967   

Synergetics USA, Inc.(a)

     21,415         84,375   

TearLab Corp.(a)

     21,301         226,217   

Uroplasty, Inc.(a)

     29,822         61,732   
     

 

 

 
        5,435,455   
     

 

 

 

Industrials (9.9%)

     

Aegean Marine Petroleum Network, Inc.

     17,067         158,040   

Astronics Corp.(a)

     4,396         179,664   

Chart Industries, Inc.(a)

     1,717         161,553   

Echo Global Logistics, Inc.(a)

     10,309         200,922   

Graham Corp.

     3,087         92,703   

Heritage Crystal Clean, Inc.(a)

     4,155         60,705   

Manitex International, Inc.(a)

     13,679         149,785   

Power Solutions International, Inc.(a)

     3,001         100,804   

Rush Enterprises, Inc., Class A(a)

     5,166         127,858   

Team, Inc.(a)

     4,720         178,652   

Wesco Aircraft Holdings, Inc.(a)

     10,889         202,209   

Westport Innovations, Inc.(a)

     5,482         183,811   
     

 

 

 
        1,796,706   
     

 

 

 

Information Technology (27.7%)

     

Brightcove, Inc.(a)

     20,445         179,098   

Ciena Corp.(a)

     5,698         110,655   

CommVault Systems, Inc.(a)

     2,598         197,162   

Computer Task Group, Inc.(a)

     6,085         139,772   

Envestnet, Inc.(a)

     6,846         168,412   

Imperva, Inc.(a)

     4,429         199,482   

Infoblox, Inc.(a)

     8,225         240,664   

Inphi Corp.(a)

     19,833         218,163   

Integrated Silicon Solution, Inc.(a)

     11,838         129,745   

Interactive Intelligence Group, Inc.(a)

     4,184         215,894   

Internap Network Services Corp.(a)

     21,687         179,352   

InterXion Holding NV(a)

     5,880         153,644   

Market Leader, Inc.(a)

     12,613         134,959   

MaxLinear, Inc., Class A(a)

     26,624         186,368   

Numerex Corp., Class A(a)

     14,143         157,836   

Procera Networks, Inc.(a)

     12,018         165,007   

Proofpoint, Inc.(a)

     10,367         251,192   

QLIK Technologies, Inc.(a)

     5,624         158,991   

Qualys, Inc.(a)

     10,392         167,519   

RADWARE, Ltd.(a)

     8,931         123,159   

Rally Software Development Corp.(a)

     4,799         119,111   

Rubicon Technology, Inc.(a)

     16,933         135,633   

SciQuest, Inc.(a)

     5,867         146,968   

Semtech Corp.(a)

     5,404         189,302   

Sonus Networks, Inc.(a)

     36,411         109,597   

SPS Commerce, Inc.(a)

     1,821         100,155   

Stamps.com, Inc.(a)

     5,411         213,139   

 

See Notes to Financial Statements.

 

8    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Schedule of Investments
Cortina Small Cap Growth Fund    June 30, 2013

 

     Shares      Value  

COMMON STOCKS (continued)

     

Information Technology (continued)

     

support.com, Inc.(a)

     14,767       $ 67,485   

Synchronoss Technologies, Inc.(a)

     8,488         262,025   

Tangoe, Inc.(a)

     14,692         226,698   
     

 

 

 
        5,047,187   
     

 

 

 

Telecommunication Services (3.0%)

     

8x8, Inc.(a)

     20,825         171,598   

Cogent Communications Group, Inc.

     5,300         149,195   

inContact, Inc.(a)

     28,559         234,755   
     

 

 

 
        555,548   
     

 

 

 

TOTAL COMMON STOCKS
(COST $14,700,270)

        17,569,009   
     

 

 

 

SHORT TERM INVESTMENTS (2.8%)

     

HighMark Diversified Money Market Fund, Fiduciary Class, 7 Day Yield 0.019%

     511,399         511,399   
     

 

 

 

TOTAL SHORT TERM INVESTMENTS
(COST $511,399)

        511,399   
     

 

 

 

TOTAL INVESTMENTS (99.1%)
(COST $15,211,669)

        18,080,408   
     

 

 

 

TOTAL ASSETS IN EXCESS OF OTHER LIABILITIES (0.9%)

        164,468   
     

 

 

 

NET ASSETS 100.0%

      $ 18,244,876   
     

 

 

 

 

(a) 

Non Income Producing Security.

Common Abbreviations:

Ltd. - Limited.

NV - Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

 

See Notes to Financial Statements.

 

Annual Report | June 30, 2013    9


Table of Contents
LOGO    Schedule of Investments
Cortina Small Cap Value Fund    June 30, 2013

 

     Shares      Value  

COMMON STOCKS (95.3%)

     

Consumer Discretionary (11.3%)

     

AFC Enterprises, Inc.(a)

     1,176       $ 42,266   

ANN, Inc.(a)

     1,837         60,988   

DreamWorks Animation SKG, Inc., Class A(a)

     3,099         79,520   

Helen of Troy, Ltd.(a)

     1,405         53,910   

Life Time Fitness, Inc.(a)

     938         47,003   

Regis Corp.

     3,836         62,987   

Stage Stores, Inc.

     3,282         77,127   

World Wrestling Entertainment, Inc.

     6,521         67,232   
     

 

 

 
        491,033   
     

 

 

 

Consumer Staples (3.9%)

     

Darling International, Inc.(a)

     2,828         52,770   

Elizabeth Arden, Inc.(a)

     1,359         61,250   

Prestige Brands Holdings, Inc.(a)

     1,941         56,561   
     

 

 

 
        170,581   
     

 

 

 

Energy (4.6%)

     

Gulfport Energy Corp.(a)

     1,197         56,343   

Helix Energy Solutions Group, Inc.(a)

     3,224         74,281   

Matador Resources Co.(a)

     5,841         69,975   
     

 

 

 
        200,599   
     

 

 

 

Financials (30.9%)

     

Altisource Residential Corp., Class B(a)

     3,563         59,466   

Amtrust Financial Services, Inc.

     1,600         57,120   

The Bancorp, Inc.(a)

     5,591         83,809   

BancorpSouth, Inc.

     4,184         74,057   

Boston Private Financial Holdings, Inc.

     5,094         54,200   

Capitol Federal Financial, Inc.

     3,873         47,018   

CNO Financial Group, Inc.

     9,592         124,312   

Colony Financial, Inc.

     3,160         62,852   

Columbia Banking System, Inc.

     1,898         45,191   

eHealth, Inc.(a)

     2,617         59,458   

Employers Holdings, Inc.

     2,663         65,110   

Maiden Holdings, Ltd.

     5,917         66,389   

MB Financial, Inc.

     2,022         54,190   

Ocwen Financial Corp.(a)

     704         29,019   

OFG Bancorp

     4,351         78,797   

Oritani Financial Corp.

     4,247         66,593   

PennyMac Mortgage Investment Trust

     2,279         47,973   

PHH Corp.(a)

     2,462         50,176   

Platinum Underwriters Holdings, Ltd.

     1,453         83,141   

ProAssurance Corp.

     1,676         87,420   

Texas Capital Bancshares, Inc.(a)

     1,057         46,889   
     

 

 

 
        1,343,180   
     

 

 

 

Health Care (3.6%)

     

Allscripts Healthcare Solutions, Inc.(a)

     3,099         40,101   

Teleflex, Inc.

     661         51,221   

Tenet Healthcare Corp.(a)

     1,435         66,154   
     

 

 

 
        157,476   
     

 

 

 

Industrials (16.5%)

     

Cubic Corp.

     1,591         76,527   

Hyster-Yale Materials Handling, Inc.

     497         31,207   

The Manitowoc Co., Inc.

     2,843         50,918   

MasTec, Inc.(a)

     3,419         112,485   

NCI Building Systems, Inc.(a)

     3,062         46,818   

Orbital Sciences Corp.(a)

     3,282         57,008   

 

See Notes to Financial Statements.

 

10    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Schedule of Investments
Cortina Small Cap Value Fund    June 30, 2013

 

     Shares      Value  

COMMON STOCKS (continued)

     

Industrials (continued)

     

Performant Financial Corp.(a)

     5,747       $ 66,608   

Powell Industries, Inc.(a)

     1,460         75,409   

Raven Industries, Inc.

     1,819         54,534   

TrueBlue, Inc.(a)

     3,861         81,274   

Tutor Perini Corp.(a)

     3,492         63,170   
     

 

 

 
        715,958   
     

 

 

 

Information Technology (17.2%)

     

Accelrys, Inc.(a)

     7,142         59,993   

Cardtronics, Inc.(a)

     1,898         52,385   

Cognex Corp.

     1,185         53,586   

Coherent, Inc.

     935         51,490   

comScore, Inc.(a)

     3,830         93,414   

Liquidity Services, Inc.(a)

     2,090         72,460   

M/A-COM Technology Solutions Holdings, Inc.(a)

     4,324         63,130   

Move, Inc.(a)

     5,162         66,177   

OSI Systems, Inc.(a)

     1,103         71,055   

Sierra Wireless, Inc.(a)

     4,196         53,709   

Super Micro Computer, Inc.(a)

     5,530         58,839   

Ultratech, Inc.(a)

     1,344         49,352   
     

 

 

 
        745,590   
     

 

 

 

Materials (3.6%)

     

Flotek Industries, Inc.(a)

     4,080         73,195   

Graphic Packaging Holdings Co.(a)

     10,847         83,956   
     

 

 

 
        157,151   
     

 

 

 

Utilities (3.7%)

     

ALLETE, Inc.

     1,597         79,610   

Black Hills Corp.

     1,606         78,293   
     

 

 

 
        157,903   
     

 

 

 

TOTAL COMMON STOCKS
(COST $3,325,786)

        4,139,471   
     

 

 

 

SHORT TERM INVESTMENTS (5.1%)

     

HighMark Diversified Money Market Fund, Fiduciary Class, 7 Day Yield 0.019%

     220,089         220,089   
     

 

 

 

TOTAL SHORT TERM INVESTMENTS
(COST $220,089)

        220,089   
     

 

 

 

TOTAL INVESTMENTS (100.4%)
(COST $3,545,875)

        4,359,560   
     

 

 

 

TOTAL LIABILITIES IN EXCESS OF OTHER ASSETS (-0.4%)

        (15,985
     

 

 

 

NET ASSETS 100.0%

      $ 4,343,575   
     

 

 

 

 

(a) 

Non Income Producing Security.

Common Abbreviations:

Ltd. - Limited.

 

See Notes to Financial Statements.

 

Annual Report | June 30, 2013    11


Table of Contents
LOGO    Statements of Assets and Liabilities
     June 30, 2013

 

     Cortina Small Cap
Growth Fund
    Cortina Small Cap
Value Fund
 

ASSETS:

    

Investments, at value (Cost - see below)

   $ 18,080,408      $ 4,359,560   

Cash

     21,153        50,000   

Receivable for investments sold

     283,395        23,727   

Receivable for fund shares subscribed

     8,400        500   

Dividends receivable

     328        2,647   

Receivable due from adviser

     12,176        5,978   

Prepaid expenses and other assets

     6,689        4,886   
  

 

 

   

 

 

 

Total Assets

     18,412,549        4,447,298   
  

 

 

   

 

 

 

LIABILITIES:

    

Payable for investments purchased

     120,437        79,111   

Payable for fund shares redeemed

     1,761        260   

Payable for director fees

     250        250   

Payable for fund accounting and administration fees

     13,152        3,609   

Payable for audit and legal fees

     23,982        16,993   

Other accrued liabilities and expenses

     8,091        3,500   
  

 

 

   

 

 

 

Total Liabilities

     167,673        103,723   
  

 

 

   

 

 

 

Net Assets

   $ 18,244,876      $ 4,343,575   
  

 

 

   

 

 

 

NET ASSETS CONSISTS OF:

    

Paid-in capital

   $ 15,546,405      $ 3,352,874   

Accumulated net investment loss

     (71,261     (11,111

Accumulated undistributed net realized gain/(loss) on investments

     (99,007     188,127   

Net unrealized appreciation on investments

     2,868,739        813,685   
  

 

 

   

 

 

 

Net Assets

   $ 18,244,876      $ 4,343,575   
  

 

 

   

 

 

 

Cost of Investments

   $ 15,211,669      $ 3,545,875   

PRICING OF SHARES:

    

Net Assets

   $ 18,244,876      $ 4,343,575   

Shares Outstanding

     1,261,863        278,108   

Net Asset Value, offering and redemption price per share

   $ 14.46      $ 15.62   

 

See Notes to Financial Statements.

 

12    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Statements of Operations
     For the Year Ended June 30, 2013

 

     Cortina Small Cap
Growth Fund
    Cortina Small Cap
Value Fund
 

INVESTMENT INCOME:

    

Dividends, (net of foreign withholding taxes of $0 and $67)

   $ 10,094      $ 37,840   
  

 

 

   

 

 

 

Total Investment Income

     10,094        37,840   
  

 

 

   

 

 

 

EXPENSES:

    

Advisory fees (Note 3)

     97,605        31,576   

Transfer agent fees

     40,038        26,999   

Fund accounting and administration fees and expenses

     135,339        55,590   

Legal fees

     20,550        6,439   

Printing fees

     8,328        2,793   

Registration fees

     25,802        8,695   

Audit and tax preparation fees

     14,500        14,500   

Custodian fees

     4,797        2,989   

Insurance

     8,731        8,731   

Director fee and expenses

     5,000        5,000   

Offering costs

     7,534        7,263   

Other

     7,258        4,552   
  

 

 

   

 

 

 

Total Expenses Before Waivers/Reimbursements

     375,482        175,127   

Less fees waived/reimbursed by adviser (Note 3)

     (268,118     (140,394
  

 

 

   

 

 

 

Total Net Expenses

     107,364        34,733   
  

 

 

   

 

 

 

Net Investment Income/(Loss)

     (97,270     3,107   
  

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:

    

Net realized gain/(loss) on investments

     (50,842     263,251   

Net change in unrealized appreciation on investments

     2,731,439        609,341   
  

 

 

   

 

 

 

Net Realized and Unrealized Gain on Investments

     2,680,597        872,592   
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 2,583,327      $ 875,699   
  

 

 

   

 

 

 

 

See Notes to Financial Statements.

 

Annual Report | June 30, 2013    13


Table of Contents
LOGO    Statements of Changes in Net Assets
      

 

    Cortina Small Cap Growth Fund     Cortina Small Cap Value Fund  
    Year Ended
June 30, 2013
    For the Period
September 30, 2011
(Inception) to

June 30, 2012
    Year Ended
June 30,  2013
    For the Period
September 30, 2011
(Inception) to

June 30, 2012
 

OPERATIONS:

       

Net investment income/(loss)

  $ (97,270 )   $ (7,878 )   $ 3,107     $ (2,304 )

Net realized gain/(loss) on investments

    (50,842 )     72,431       263,251       69,894  

Net change in unrealized appreciation of investments

    2,731,439       137,300       609,341       204,344  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets resulting from operations

    2,583,327       201,853       875,699       271,934  
 

 

 

   

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

       

From net investment income

    —          —          (15,144 )     —     

From net realized gains on investments

    (68,752 )     (20,406 )     (113,367 )     (30,530 )
 

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

    (68,752 )     (20,406 )     (128,511 )     (30,530 )
 

 

 

   

 

 

   

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS:

       

Proceeds from sale of shares

    15,302,028       1,108,101       1,751,217       1,569,937  

Shares issued in reinvestment of distributions

    67,885       20,406       123,043       30,530  

Cost of shares redeemed

    (1,049,424 )     (900,145 )     (219,642 )     (900,104 )

Redemption fees

    —          3       —          2  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase from capital shares transactions

    14,320,489       228,365       1,654,618       700,365  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in net assets

    16,835,064       409,812       2,401,806       941,769  
 

 

 

   

 

 

   

 

 

   

 

 

 

NET ASSETS:

       

Beginning of period

    1,409,812       1,000,000       1,941,769       1,000,000  
 

 

 

   

 

 

   

 

 

   

 

 

 

End of period

  $ 18,244,876     $ 1,409,812     $ 4,343,575     $ 1,941,769  
 

 

 

   

 

 

   

 

 

   

 

 

 

Including accumulated net investment income/(loss) of:

  $ (71,261 )   $  —        $ (11,111 )   $  —     

OTHER INFORMATION:

       

Share Transactions:

       

Beginning shares

    118,741       100,000       154,872       100,000  

Shares sold

    1,218,364       100,810       128,860       136,198  

Shares issued in reinvestment of dividends

    5,773       1,819       9,357       2,822  

Less shares redeemed

    (81,015 )     (83,888 )     (14,981 )     (84,148 )
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending shares

    1,261,863       118,741       278,108       154,872  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

See Notes to Financial Statements.

 

14    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Financial Highlights
Cortina Small Cap Growth Fund    For a share outstanding throughout the periods presented.

 

     Year Ended
June 30, 2013
    For the Period
September 30, 2011
(Inception) to
June 30, 2012
 

NET ASSET VALUE, BEGINNING OF PERIOD

   $ 11.87      $ 10.00   

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:

    

Net investment loss(a)

     (0.13     (0.09

Net realized and unrealized gain on investments

     2.81        2.22   
  

 

 

   

 

 

 

Total from Investment Operations

     2.68        2.13   
  

 

 

   

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

    

From net realized gains on investments

     (0.09     (0.26
  

 

 

   

 

 

 

Total Dividends and Distributions to Shareholders

     (0.09     (0.26
  

 

 

   

 

 

 

Paid-in Capital from Redemption Fees

     —          0.00 (b) 
  

 

 

   

 

 

 

NET INCREASE IN NET ASSET VALUE

     2.59        1.87   
  

 

 

   

 

 

 

NET ASSET VALUE, END OF PERIOD

   $ 14.46      $ 11.87   
  

 

 

   

 

 

 

TOTAL RETURN

     22.79     21.40 %(c) 

RATIOS AND SUPPLEMENTAL DATA:

    

Net assets, end of period (in 000s)

   $ 18,245      $ 1,410   

RATIOS TO AVERAGE NET ASSETS:

    

Operating expenses excluding waiver/reimbursement

     3.85     21.70 %(d) 

Operating expenses including waiver/reimbursement

     1.10     1.10 %(d) 

Net investment loss including waiver/reimbursement

     (1.00 )%      (0.99 )%(d) 

PORTFOLIO TURNOVER RATE

     73     144

 

(a) 

Calculated using average shares throughout the period.

(b) 

Less than $0.005 per share.

(c) 

Not Annualized.

(d) 

Annualized.

 

See Notes to Financial Statements.

 

Annual Report | June 30, 2013    15


Table of Contents
LOGO    Financial Highlights
Cortina Small Cap Value Fund    For a share outstanding throughout the periods presented.

 

     Year Ended
June 30, 2013
    For the Period
September 30, 2011
(Inception) to
June 30, 2012
 

NET ASSET VALUE, BEGINNING OF PERIOD

   $ 12.54      $ 10.00   

INCOME/(LOSS) FROM INVESTMENT OPERATIONS:

    

Net investment income/(loss)(a)

     0.01        (0.03

Net realized and unrealized gain on investments

     3.68        3.14   
  

 

 

   

 

 

 

Total from Investment Operations

     3.69        3.11   
  

 

 

   

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:

    

From net investment income

     (0.07     —     

From net realized gains on investments

     (0.54     (0.57
  

 

 

   

 

 

 

Total Dividends and Distributions to Shareholders

     (0.61     (0.57
  

 

 

   

 

 

 

Paid-in Capital from Redemption Fees

     —          0.00 (b) 
  

 

 

   

 

 

 

NET INCREASE IN NET ASSET VALUE

     3.08        2.54   
  

 

 

   

 

 

 

NET ASSET VALUE, END OF PERIOD

   $ 15.62      $ 12.54   
  

 

 

   

 

 

 

TOTAL RETURN

     30.41     31.99 %(c) 

RATIOS AND SUPPLEMENTAL DATA:

    

Net assets, end of period (in 000s)

   $ 4,344      $ 1,942   

RATIOS TO AVERAGE NET ASSETS:

    

Operating expenses excluding waiver/reimbursement

     5.55     22.37 %(d) 

Operating expenses including waiver/reimbursement

     1.10     1.10 %(d) 

Net investment income/(loss) including waiver/reimbursement

     0.10     (0.32 )%(d) 

PORTFOLIO TURNOVER RATE

     81     146

 

(a) 

Calculated using average shares throughout the period.

(b) 

Less than $0.005 per share.

(c)

Not annualized.

(d) 

Annualized.

 

See Notes to Financial Statements.

16    1-855-612-3936 | www.cortinafunds.com


Table of Contents
LOGO    Notes to Financial Statements
     June 30, 2013

 

1. ORGANIZATION

Cortina Funds, Inc. (the “Corporation”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Corporation was organized on June 30, 2004 as a Wisconsin corporation. The Corporation currently offers shares of common stock (“shares”) of the Cortina Small Cap Growth Fund and the Cortina Small Cap Value Fund (each a “Fund” and collectively, the “Funds”). The Cortina Small Cap Growth Fund is a diversified portfolio with an investment objective to seek growth of capital, and the Cortina Small Cap Value Fund is a diversified portfolio with an investment objective to seek long-term capital appreciation. Shares of each Fund are designated as Institutional Shares with an indefinite number of shares authorized at $0.01 par value. The Articles of Incorporation, as amended and restated, permit the Board of Directors (the “Board”) to create additional funds and share classes. The Institutional Class is currently the only class offered.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”).

Use of Estimates — The accompanying financial statements were prepared in accordance with GAAP, which require the use of estimates and assumptions made by management. These may affect the reported amounts of assets and liabilities and disclosure of contingent asset and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Investment Valuation — Investment securities are valued at the last sale price at the close of the principal exchange on which they trade, except for securities listed on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) exchange, which are valued at the NASDAQ official closing price. Unlisted securities or listed securities for which there were no sales during the day are valued at the closing bid price on such exchanges or over-the-counter markets. Investments for which market quotations are not readily available are valued at fair value as determined in good faith under consistently applied procedures approved by and under the general supervision of the Funds’ Board.

Investment Transactions — Investment security transactions are accounted for on trade date. Gains and losses on securities sold are determined on a specific identification basis.

Investment Income — Interest income is accrued and recorded on a daily basis including amortization of premiums, accretions of discounts and income earned from money market funds. Interest is not accrued on securities that are in default. Dividend income is recorded on the ex-dividend date.

Fair Value Measurements — A three-tier hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available. In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Funds disclose fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value.

Various inputs are used in determining the value of each Fund’s investments as of the reporting period end. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

 

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

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of

 

Annual Report | June 30, 2013    17


Table of Contents
LOGO    Notes to Financial Statements
     June 30, 2013

 

fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

An investment level within the fair value hierarchy is based on the lowest level input, individually or in the aggregate, that is significant to fair value measurement. The valuation techniques used by the Funds to measure fair value during the year ended June 30, 2013 maximized the use of observable inputs and minimized the use of unobservable inputs.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk or liquidity associated with investing in those securities. The following is a summary of the inputs used in valuing the Funds’ investments as of June 30, 2013:

 

Cortina Small Cap Growth Fund

           
     Valuation Inputs         

Investments in Securities at Value*

   Level 1      Level 2      Level 3      Total  

Common Stocks

   $ 17,569,009       $ —         $ —         $ 17,569,009   

Short Term Investment

     511,399         —           —           511,399   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 18,080,408       $ —         $ —         $ 18,080,408   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

Cortina Small Cap Value Fund

           
     Valuation Inputs         

Investments in Securities at Value*

   Level 1      Level 2      Level 3      Total  

Common Stocks

   $ 4,139,471       $ —         $ —         $ 4,139,471   

Short Term Investment

     220,089         —           —           220,089   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,359,560       $ —         $ —         $ 4,359,560   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* See Schedule of Investments for sector classification.

For the year ended June 30, 2013, there have been no significant changes to the Funds’ fair value methodologies. Additionally, there were no transfers into or out of Levels 1 and 2 during the year ended June 30, 2013. It is the Funds’ policy to recognize transfers at the end of the reporting period.

For year ended June 30, 2013, the Funds did not have investments with significant unobservable inputs (Level 3) used in determining fair value.

Affiliated Companies — An affiliated company is a company that can have direct or indirect common ownership. The Funds do not hold any investments in affiliated companies as of June 30, 2013.

Offering Costs — Offering costs, including costs of printing initial prospectuses, legal and registration fees, were amortized over twelve months from the inception date of the Funds. The offering costs are fully amortized as of June 30, 2013.

Expenses — The Funds bear expenses incurred specifically on each Fund’s respective behalf as well as a portion of general Corporation expenses, which may be allocated on the basis of relative net assets or the nature of the services performed relative to applicability to each Fund.

Distributions to Shareholders — Dividends from net investment income and distributions of net realized capital gains, if any, will be declared and paid at least annually. Income and capital gains distributions are determined in accordance with income tax regulations, which may differ from GAAP. Distributions to shareholders are recorded on the ex-dividend date.

Fees on Redemptions — The Funds will deduct a 2.00% redemption proceeds fee on Fund shares held 60 days or less. The redemption fee is not a fee to finance sales or sales promotion expenses, but is paid to the Funds to defray the costs of liquidating an investor and discouraging short-term trading of the Funds’ shares. No redemption fee will be imposed on redemptions initiated by the Funds.

Federal Income Taxes — As of and during the year ended June 30, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds file U.S. federal, state, and local tax returns as required. The Funds’ tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations which is generally three years after the filing of the tax return for federal purposes and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes. The Funds intend to distribute to shareholders all taxable investment income and realized gains, and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.

 

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Table of Contents
LOGO    Notes to Financial Statements
     June 30, 2013

 

3. ADVISORY FEES, FUND ACCOUNTING, ADMINISTRATION FEES, AND OTHER AGREEMENTS

Investment Advisory

The Adviser is subject to the general supervision of the Board and is responsible for the overall management of the Funds’ business affairs. The Adviser invests the assets of the Funds based on the Funds’ investment objectives and policies. The Adviser is entitled to an investment advisory fee, computed daily and payable monthly, of 1.00% of the average daily net assets for each Fund.

The Adviser has contractually agreed to waive fees with respect to each of the Funds so that the net annual operating expenses (excluding taxes, leverage, interest, brokerage commissions, dividends or interest expenses on short positions, acquired fund fees and expenses, and extraordinary expenses) of the Funds’ institutional shares will not exceed 1.10% of average daily net assets of each Fund. The Adviser may request a reimbursement from the Funds to recapture any reduced management fees or reimbursed Fund expenses within three years following the fee reduction or expense reimbursement, but only to the extent the Funds’ total annual fund operating expenses including offering costs, plus any requested reimbursement amount, including previously waived organizational costs, are less than the above limit at the time of the request. Any such reimbursement is subject to review by the Board.

As of June 30, 2013, reimbursements (including offering costs and the previously waived organizational costs) that may potentially be made by the Fund to the Adviser total $441,775 for the Cortina Small Cap Growth Fund and $303,359 for the Cortina Small Cap Value Fund expire as follows:

 

Cortina Small Cap Growth Fund

      

September 19, 2014

   $ 10,250   

June 30, 2015

     163,407   

June 30, 2016

     268,118   
  

 

 

 
   $ 441,775   

Cortina Small Cap Value Fund

      

September 19, 2014

   $ 10,250   

June 30, 2015

     152,715   

June 30, 2016

     140,394   
  

 

 

 
   $ 303,359   

Fund Accounting Fees and Expenses

ALPS Fund Services, Inc. (“ALPS” or the “Administrator”) provides administrative, fund accounting and other services to the Funds for a monthly administration fee based on the Funds’ average daily net assets at the following annual rates.

Year 1

Greater of $175,000 annual minimum in Year 1 or the following basis point fee schedule:

 

Average Daily

Net Assets

   Basis Point
Fee Rate
 

Between $0-$500M

     5.0   

$500M-$1B

     3.0   

Above $1B

     2.0   

Year 2

Greater of $190,000 annual minimum in Year 2 or the above basis point fee schedule.

The Administrator is also reimbursed by the Funds for certain out-of-pocket expenses.

Transfer Agent

ALPS serves as transfer, dividend paying and shareholder servicing agent for the Funds (the “Transfer Agent”).

Compliance Services

ALPS provides services that assist the Corporation’s Chief Compliance Officer in monitoring and testing the policies and procedures of the Corporation in conjunction with requirements under Rule 38a-1 under the 1940 Act. ALPS is compensated under the Administration Agreement.

 

Annual Report | June 30, 2013    19


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LOGO    Notes to Financial Statements
     June 30, 2013

 

Distributor

The Funds have entered into a Distribution Agreement with ALPS Distributors, Inc (“the Distributor”) to provide distribution services to the Funds. The Distributor serves as underwriter/distributor of shares of the Funds.

Certain Directors and Officers of the Funds are also officers of the Adviser.

4. PURCHASES AND SALES OF INVESTMENT SECURITIES

The aggregate cost of purchases and proceeds from sales of investment securities, excluding short-term securities, are shown below for the year ended June 30, 2013. Purchases and proceeds from sales of U.S. Government obligations are included in the totals of Purchases of Securities and Proceeds from Sales of Securities below and also broken out separately for your convenience:

 

Fund Name

   Purchases      Sales  

Cortina Small Cap Growth Fund

   $ 20,527,465       $ 7,024,778   

Cortina Small Cap Value Fund

     3,847,208         2,449,651   

There were no purchases of long-term U.S. Government Obligations for either Fund during the year ended June 30, 2013.

5. TAX BASIS INFORMATION

For the year ended June 30, 2013 the following reclassifications, which had no impact on results of operations or net assets, were recorded to reflect tax character:

 

Fund

  Paid-in Capital     Accumulated Net
Investment Income
    Accumulated Net Realized
(Loss) on Investments
 

Cortina Small Cap Growth Fund

  $ (1,178   $ 26,009      $ (24,831

Cortina Small Cap Value Fund

    (926     926        —     

Income and long-term capital gain distributions are determined in accordance with Federal income tax regulations, which differ from GAAP, and, therefore, may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes.

The tax character of distributions paid during the year ended June 30, 2013, were as follows:

 

Fund

   Ordinary Income      Long-Term Capital Gain  

Cortina Small Cap Growth Fund

   $ 68,752       $ —     

Cortina Small Cap Value Fund

     124,309         4,202   

The tax character of distributions paid during the period ended June 30, 2012, were as follows:

 

Fund

   Ordinary Income  

Cortina Small Cap Growth Fund

   $ 20,406   

Cortina Small Cap Value Fund

     30,530   

As of June 30, 2013, the aggregate cost of investments, gross unrealized appreciation/(depreciation) and net unrealized appreciation/(depreciation) for Federal tax purposes was as follows:

 

Fund

   Cost of Investments
for Income Tax
Purposes
     Gross Appreciation
(excess of value
over tax cost)
     Gross Depreciation
(excess of tax cost
over value)
    Net Unrealized
Appreciation
 

Cortina Small Cap Growth Fund

   $ 15,293,124       $ 3,308,424       $ (521,140   $ 2,787,284   

Cortina Small Cap Value Fund

     3,594,035         812,547         (47,022     765,525   

The difference between book basis and tax basis net unrealized appreciation is attributable to the deferral of losses from wash sales and passive foreign investment companies.

 

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Table of Contents
LOGO    Notes to Financial Statements
     June 30, 2013

 

At June 30, 2013, components of distributable earnings were as follows:

 

Fund

   Undistributed
Ordinary Income
     Accumulated
Capital
Gains/(Losses)
    Unrealized
Appreciation
     Other Cumulative
Effect of Timing
Differences
    Total Distributable
Earnings
 

Cortina Small Cap Growth Fund

   $ —         $ (17,552   $ 2,787,284       $ (71,261   $ 2,698,471   

Cortina Small Cap Value Fund

     132,141         93,035        765,525         —          990,701   

The Cortina Small Cap Growth Fund elects to defer to the year ending June 30, 2014, capital losses recognized during the period November 1, 2012 through June 30, 2013 in the amount of $35,871. The Cortina Small Cap Growth Fund elects to defer to the year ending June 30, 2014, late year ordinary losses in the amount of $71,261.

6. COMMITMENTS AND CONTINGENCIES

Under the Corporation’s organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Corporation entered into contracts with its service providers, on behalf of the Funds, and others that provide for general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. The Funds expect risk of loss to be remote.

 

Annual Report | June 30, 2013    21


Table of Contents
LOGO    Report of Independent Registered Public Accounting Firm
      

 

To the Shareholders and Board of Directors

Cortina Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Cortina Funds, Inc. comprising Cortina Small Cap Growth Fund and Cortina Small Cap Value Fund (the “Funds”) as of June 30, 2013, and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two periods in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2013, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds constituting Cortina Funds, Inc. as of June 30, 2013, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for each of the two periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN FUND AUDIT SERVICES, LTD.

Cleveland, Ohio

August 22, 2013

 

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Table of Contents
LOGO    Additional Information
     June 30, 2013 (Unaudited)

 

1. PROXY VOTING POLICIES AND VOTING RECORD

A description of the policies and procedures that the Funds use to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free 1-855-612-3936, or on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent fiscal year ending June 30, 2012 is available without charge upon request by calling toll-free 1-855-612-3936, or on the SEC’s website at http://www.sec.gov.

2. QUARTERLY PORTFOLIO HOLDINGS

The Corporation files a complete listing of portfolio holdings for the Funds with the SEC as of the first and third quarters of each fiscal year on Form N-Q. The filings are available upon request by calling 1-855-612-3936. Furthermore, you may obtain a copy of the filing on the SEC’s website at http://www.sec.gov. The Funds’ Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

3. TAX INFORMATION

Pursuant to Section 852(b)(3) of the Internal Revenue Code, Cortina Small Cap Value Fund designates $4,202 as a long-term capital gain distribution.

Certain tax information is required to be provided to shareholders based upon each Fund’s income and distributions for the year ended June 30, 2013. The Funds designate the following as percentages of taxable ordinary income distributions, up to maximum amount allowable, for the calendar year ended December 31, 2012:

 

Fund

   Dividends Received
Deduction Percentage
    Qualified Dividend
Income Percentage
 

Cortina Small Cap Growth Fund

     10.04     9.57

Cortina Small Cap Value Fund

     15.96     20.03

In early 2013, if applicable, shareholders of record received this information for the distributions paid to them by the Funds during the calendar year 2012 via Form 1099. The Funds will notify shareholders in early 2014 of amounts paid to them by the Funds, if any, during the calendar year 2013.

4. DIRECTORS’ CONSIDERATION AND APPROVAL OF ADVISORY AGREEMENT

On May 13, 2013 (the “Meeting”), the Directors met in person to consider, among other things, the annual renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Corporation and the Adviser with respect to the Cortina Small Cap Growth Fund and Cortina Small Cap Value Fund (the “Funds”) in accordance with Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Board reviewed and discussed various information that had been provided prior to the Meeting and at the Meeting, including the Advisory Agreement, memoranda prepared by Trust counsel discussing the Board’s fiduciary obligations and the factors the Board should assess in considering the renewal of the Advisory Agreement, information in response to the request from the Board, including the Independent Directors, from the Adviser (including the Adviser’s Form ADV and balance sheet), a profitability analysis with respect to the Funds, comparative information about the Funds’ performance for periods ended December 31, 2012 and March 31, 2013, management fees and expense ratios, and other pertinent information. The Board also discussed relevant case law.

The Board also took into account information reviewed periodically throughout the year that was relevant to its consideration of the Advisory Agreement, including performance, management fee and other expense information and discussions with the Funds’ portfolio managers. Based on its evaluation of this information, the Board, including a majority of the Independent Directors, approved the continuation of the Investment Advisory Agreement for an additional one-year period.

In considering the Advisory Agreement and reaching its conclusions, the Board reviewed and analyzed various factors that it determined were relevant, including the factors below. In deciding to approve the Advisory Agreement for each Fund, the Board did not identify any single factor as determinative but considered all factors together.

Nature, Extent and Quality of the Services Provided to the Funds: The Board analyzed the nature, extent and quality of the services provided by the Adviser to the Funds. The Board reviewed and considered the Adviser’s significant role in establishing the Funds and the construction of their investment objectives, principal strategies, investment limitations and fee structures. The Board noted the Adviser’s commitment to the Funds, and the experience, credentials and continuity of the portfolio management teams employed to manage the Funds’ investments. The Board further noted that the Adviser has over $2 billion of assets under discretionary management and that the Funds provide an opportunity for smaller institutional and retail accounts to receive the same professional advice from the Adviser that it offers to its larger institutional clients. The Board also noted that the provision of investment advisory services to the Funds requires more effort than it does for separately managed accounts due to daily sales and redemption activity and additional regulatory and compliance requirements.

 

Annual Report | June 30, 2013    23


Table of Contents
LOGO    Additional Information
     June 30, 2013 (Unaudited)

 

 

The Board considered other services that the Adviser provided for the Funds in its capacity as their investment advisor, such as making some of its key personnel available to serve as officers of the Funds, selecting broker-dealers for execution of portfolio transactions, ensuring adherence to the Funds’ investment policies and restrictions, compliance, risk management services, valuation and overseeing the Funds’ other service providers. The Board also considered that the Adviser has not experienced any significant legal, compliance or regulatory difficulties since the Funds were launched. The Board concluded that the nature, extent and quality of the services provided by the Adviser to the Funds were appropriate and that each Fund was likely to continue to benefit from services provided under the Advisory Agreement.

Investment Performance of the Adviser and the Funds: In considering the investment performance of each of the Funds, the Board reviewed the Funds’ performance information as of December 31, 2012 and March 31, 2013 in comparison to various benchmark indices and certain peer funds selected by the Adviser. The Board noted that for the one-year and since inception periods ended December 31, 2012 and March 31, 2013, the Small Cap Growth Fund had lagged the Russell 2000 Growth Index. However, the Board noted that the Adviser’s Small Cap Growth Composite had outperformed the Russell 2000 Growth Index for the three, five, seven and since inception periods ended March 31, 2013. The Board considered the effect of the challenging market environment and the Adviser’s quarterly commentary and discussion of the reasons for the Fund’s underperformance. With respect to the Small Cap Value Fund, the Board noted that for the one-year and since inception periods ended December 31, 2012 and March 31, 2013, the Fund had significantly outperformed the Russell 2000 Value Index.

The Board also considered the Adviser’s quarterly portfolio reviews explaining the Funds’ performance, the Adviser’s consistent and disciplined investment decision process and the investment strategies it employs for the Funds. After considering all of the information, the Board concluded that, although past performance is not a guarantee of future results, each Fund and its shareholders were likely to benefit from the continued management by the Adviser.

Costs of Services Provided and Profits Realized by the Adviser: The Board examined the fee and expense information for the Funds, including a comparison of such information to other similarly situated mutual funds as provided by the Adviser from eVestment. The Board noted that each Fund’s advisory fee was comparable to the average and median for all mutual funds in its peer group. The Board also reviewed and considered management fees charged by the Adviser to other investment advisory clients and found that the investment management fee paid by the Funds was identical to what the Adviser charges on the first $25 million of a separately managed account. The Board recognized the extent of the significant additional services provided to each Fund that the Adviser did not provide to its other clients, such as certain administrative services, oversight of the Fund’s other service providers, regulatory compliance and various other services.

The Board also examined the total expense ratio of each Fund relative to all other mutual funds in its respective eVestment category. The Board noted that each Fund’s total expense ratio after fee waivers and expense reimbursements by the Adviser of 1.10% pursuant to the Adviser’s expense cap agreement was in line with the median in each Fund’s category; below the average with respect to the Small Cap Growth Fund and in line with the average for the Small Cap Value Fund. The Board further noted that if each Fund had included acquired fund fees and expenses in the analysis, each Fund’s total expense ratio was still in line with both the average and the median for Funds in the respective category.

The Board noted that given the size of the Funds, the Adviser continued to waive all fees and reimburse significant expenses for the Funds. Accordingly, the Funds were not currently profitable to the Adviser. The Board reviewed and considered the general financial condition of the Adviser and determined it to be sound. The Board also reviewed information regarding revenue sharing payments, noting that any payments by the Adviser to third-party platforms were made from the Adviser’s profits associated with its overall advisory business. In light of all of the information that it received and considered, the Board concluded that the management fee and total expense ratio of each Fund were reasonable.

Economies of Scale and Fee Levels Reflecting Those Economies: The Board noted that the Funds’ advisory fee structure does not contain any breakpoint reductions as the Funds grow in size. However, the Board recognized that the Adviser has been waiving fees and reimbursing expenses for the Funds since their inception. The Board also recognized that the advisory fee rates paid by the Funds were identical to those charged by the Adviser to its separately managed account clients on the first $25 million and comparable to the advisory fee levels paid by other peer mutual funds. The Board also considered the Adviser’s verbal representation that it would consider evaluating advisory fee breakpoints in the future.

The Directors concluded that the current fee structure of each Fund was reasonable and that breakpoint reductions may be considered in the future depending on Fund asset levels.

Benefits Derived From the Relationship with the Funds: The Board noted that the Adviser derives ancillary benefits from its association with the Funds, in the form of research products and services received from unaffiliated broker dealers who execute portfolio trades for the Funds. However, the Board determined such products and services have been used for legitimate purposes relating to the Funds by providing assistance in the investment decision-making process. The Board concluded that the other benefits realized by the Adviser from its relationship with the Funds were appropriate. Based on its evaluation of the above factors, as well as other factors relevant to their consideration of the Advisory Agreement, the Directors, including all of the Independent Directors, concluded that the continuation of the Advisory Agreement was in the best interest of each Fund and its shareholders.

 

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Table of Contents
LOGO    Board of Directors and Officers
     June 30, 2013 (Unaudited)

 

 

 

Overall responsibility for management of the Funds rests with the Board of Directors (the “Directors”). The Directors serve during the lifetime of the Corporation and until its termination, or until death, resignation, retirement or removal. The Directors, in turn, elect the officers of the Funds to actively supervise the day-to-day operations. The officers have been elected for an annual term. The following are the Directors and executive officers of the Funds:

Independent Directors

 

Name and Age

  

Position(s) Held

with

the Funds

  

Length of
Time Served

  

Principal Occupation(s)

During Past 5 Years

   Number of Funds in
Fund Complex
Overseen by Director
   Other
Directorships
Held by Director
Mark J. Giese, 42    Independent Director    Since Inception    President, Riverwood Business Consulting, LLC, a business and management firm (December 2009-present); Chief Financial Officer, Datatrac Corporation, a financial research firm (January 2009-December 2009); Vice President, Nicholas Company, Inc., an investment management firm (June 1994-January 2009); Vice President, Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Limited Edition, Inc. and Nicholas Equity Income Fund, Inc., each a registered investment company (June 1994-January 2009); Senior Vice President, Nicholas Family of Funds, Inc., a registered investment company (June 1994-January 2009)    2    None
John T. Murphy, 49    Independent Director    Since Inception    President and Founding Partner, Morris Midwest, LLC, a machine tool distributor (2006-present); President and Partner, Technical Equipment Sales Co., a machine tool distributor (2003-2006)    2    None

Interested Director

        
Ryan T. Davies, 39*    Chairman, President and Interested Director    Since Inception    Senior Equity Analyst, Cortina Asset Management, LLC (2004-present)    2    None

Officers

        
Terese Nielsen, 49    Treasurer and Principal Accounting Officer    Since February 2012    Director of Operations, Cortina Asset Management, LLC (July 2011-present); Assistant Vice President and Systems Project Leader, M&I Investment Management Corp. (April 2008-July 2011) Officer and Wealth Management Senior Business Analyst, M&I Investment Management Corp. (August 2004-April 2008)
Lori K. Hoch, 42    Secretary and Chief Compliance Officer    Since Inception    Principal and Chief Operating Officer and Chief Compliance Officer, Cortina Asset Management, LLC (2004-present)
Kathleen A. Daley, 39    Anti-Money Laundering Compliance Officer    Since Inception    Compliance Officer, Cortina Asset Management, LLC (2004-present)

 

* Mr. Davies is considered an “interested director” of Cortina as defined under the 1940 Act by virtue of his position with the Adviser.

 

  The business address of the officers and directors affiliated with the Adviser is 825 North Jefferson Street, Suite 400, Milwaukee, Wisconsin 53202. The address for each Independent Director is c/o Cortina Funds, 825 North Jefferson Street, Suite 400, Milwaukee, Wisconsin 53202.

Additional information about members of the Board of Directors and Officers is available in the Statement of Additional Information (SAI). To obtain a free copy of the SAI, please call 1-855-612-3936.

 

Annual Report | June 30, 2013    25


Table of Contents

 

LOGO

Material must be accompanied or preceded by the prospectus.

The Cortina Funds are distributed by ALPS Distributors, Inc.


Table of Contents
Item 2. Code of Ethics.

 

  (a) The Registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or any persons performing similar functions on behalf of the Registrant.

 

  (b) Not applicable.

 

  (c) During the period covered by this report, no amendments to the provisions of the code of ethics adopted in paragraph (a) of this Item were made.

 

  (d) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in paragraph (a) of this Item were granted.

 

  (e) Not applicable.

 

  (f) A copy of the Registrant’s Code of Ethics is filed as an exhibit hereto. The Registrant undertakes to provide a copy of the Code of Ethics to any person, without charge, upon written request to the Registrant at its address at 825 N. Jefferson St., Suite 400, Milwaukee, WI 53202.

 

Item 3. Audit Committee Financial Expert.

The Board of Directors of the Registrant has determined that the Registrant has at least one Audit Committee Financial Expert serving on its audit committee. The Registrant’s Audit Committee Financial Expert is Mr. John F. Murphy, Independent Trustee and Audit Committee Chair.

 

Item 4. Principal Accountant Fees and Services.

 

  (a) Audit Fees: For the Registrant’s fiscal years ended June 30, 2012 and June 30, 2013, the aggregate fees billed for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements were $24,000 and $24,000, respectively.

 

  (b)

Audit-Related Fees: For the Registrant’s fiscal years ended June 30, 2012 and June 30, 2013, the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of


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  the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 and $0, respectively.

 

  (c) Tax Fees: For the Registrant’s fiscal years ended June 30, 2012 and June 30, 2013, the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $5,000 and $5,000, respectively. The fiscal year 2012 and 2013 tax fees were for services for review of the dividend calculation, excise tax preparation and federal tax return preparation.

 

  (d) All Other Fees: For the Registrant’s fiscal years ended June 30, 2012 and June 30, 2013, the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item, were $2,500 and $0, respectively. The fiscal year 2012 fees related to the initial seed audit of the Registrant.

 

  (e)(1) Audit Committee Pre-Approval Policies and Procedures: All services to be performed by the Registrant’s principal accountant must be pre-approved by the Registrant’s audit committee.

 

  (e)(2) No services described in paragraphs (b) through (d) of this Item were approved by the Registrant’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

  (f) Not applicable.

 

  (g) No non-audit fees were billed by the Registrant’s principal accountant for services rendered to the Registrant’s investment adviser.

 

  (h) Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

The Registrant has an Audit Committee consisting of its Independent Trustees Messrs. John F. Murphy and Mark Giese.

 

Item 6. Investments.

 

  (a) Schedule of Investments is included as part of the Reports to Stockholders filed under Item 1 of this Form N-CSR.

 

  (b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to the Registrant.


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Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the Registrant.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to the Registrant.

 

Item 10. Submission of Matters to a Vote of Security Holders.

The Registrant has not adopted procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.

 

Item 11. Controls and Procedures.

 

  (a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

 

  (b) There was no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

  (a)(1) The Registrant’s Code of Ethics for Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, which is the subject of the disclosure required by Item 2 of Form N-CSR, was filed as Exhibit 12.a.1 to the Registrant’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, File No. 811-21580, on September 6, 2012.

 

  (a)(2) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.Cert.

 

  (a)(3) Not applicable.

 

  (b) The certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906Cert.  


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Cortina Funds, Inc.
By:  

/s/ Ryan T. Davies

  Ryan T. Davies, President
  (Principal Executive Officer)
Date:   September 4, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Terese Nielsen

 

Terese Nielsen, Treasurer and

Principal Accounting Officer

(Principal Financial Officer)

Date:   September 4, 2013